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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Year Ended December 31, 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
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Commission File No. 814-82
TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE 94-3094910
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1107 Investment Boulevard, Suite 180
El Dorado Hills, California 95762
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(Address of principal executive offices) (Zip Code)
(916) 941-1400
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
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Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12B-2 of the Act). Yes No X
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
No active market for the Units of limited partnership interests
(Units) exist, and therefore the market value of such Units cannot be
determined.
Documents incorporated by reference: Portions of the Registrant's
Proxy Statement relating to the Registrant's Meeting of Limited
Partners held on November 8, 2002 are incorporated by reference into
Part III of this Form 10-K where indicated.
PART I
Item 1. BUSINESS
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Technology Funding Venture Partners V, An Aggressive Growth
Fund, L.P. (the Partnership or the Registrant) is a limited
partnership organized under the laws of the State of Delaware on
June 26, 1989. For the period from June 26, 1989, through May
of 1990, the Partnership was inactive. The Partnership
commenced selling Units of limited partnership interest (Units)
in May of 1990. On January 2, 1991, the minimum number of Units
required to commence Partnership operations (15,000) had been
sold. The offering terminated with 400,000 Units sold on
December 31, 1992. The Partnership's original contributed
capital was $40,040,046 consisting of $40,000,000 from Limited
Partners for 400,000 Units and $40,046 from the General
Partners, Technology Funding Ltd. (TFL) and Technology Funding
Inc. (TFI). The General Partners do not own any Units.
The principal investment objectives of the Partnership are long-
term capital appreciation from venture capital investments in
new and developing companies and preservation of Limited Partner
capital through risk management and active involvement with such
companies (portfolio companies). The Partnership's investments
in portfolio companies primarily consist of equity securities
such as common and preferred shares, but also include debt
convertible into equity securities and warrants and options to
acquire equity securities. Although venture capital investments
offer the opportunity for significant gains, such investments
involve a high degree of business and financial risk that can
result in substantial losses. Among these are the risks
associated with investment in companies in an early stage of
development or with little or no operating history, companies
operating at a loss or with substantial variations in operating
results from period to period, and companies with the need for
substantial additional capital to support expansion or to
achieve or maintain a competitive position. Such companies may
face intense competition, including competition from companies
with greater financial resources, more extensive development,
manufacturing, marketing and service capabilities, and a larger
number of qualified managerial and technical personnel. There
is no ready market for many of the Partnership's investments.
The Partnership's investments in portfolio companies are
generally subject to restrictions on sale because they were
acquired from the issuer in private placement transactions or
because the Partnership is an affiliate of the issuer.
The Partnership has elected to be a business development company
under the Investment Company Act of 1940, as amended (the Act),
and operates as a nondiversified investment company, as defined
in the Act. The Partnership's term was extended for a two-year
period to December 31, 2000, pursuant to unanimous approval by
the Independent General Partners in 1998. The Partnership's
term was extended for an additional two-year period to December
31, 2002, pursuant to unanimous approval by the Independent
General Partners in 1999. On November 8, 2002, the Limited
Partners approved an extension of the Partnership's term to
December 31, 2004, and authorized additional one-year extensions
to the term of the Partnership through December 31, 2006. At
the March 12, 2004, meeting, the Independent General Partners
approved an extension of the Partnership's term to December 31,
2006.
Item 2. PROPERTIES
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The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
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In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed
to purchase certain debt securities of the portfolio company
from Kanematsu. The Partnership and affiliated partnerships
asserted counterclaims against Kanematsu. On February 12, 2002,
the Partnership, affiliated partnerships and the co-investor
were awarded $4,000,000 and all of Kanematsu's claims were
denied. The award is in full settlement of all claims and
counterclaims. The Partnership recognized revenue and a
receivable of $666,667 as of February 12, 2002, for its
proportionate share of the award. Kanematsu immediately filed a
petition to vacate the award, and on October 9, 2002, the United
States District Court issued an order confirming the arbitration
award. Kanematsu appealed the order but in early November 2002
paid a forbearance fee of $200,000 in exchange for an option to
settle all liabilities. On November 29, 2002, Kanematsu agreed
to settle for $3,999,999. A decision on the allocation of the
proceeds between the Partnership, affiliates and co-investor was
reached in January 2003; however, a dispute regarding the legal
fees arose. On February 13, 2003, the Partnership received
$774,298, representing its proportionate share of the
settlement, plus accrued interest, less disputed legal fees.
The Partnership recognized the additional revenue and receivable
of $107,631 at December 31, 2002. In March 2003, the law firm
remitted an additional amount of $193,830 to the Partnership,
representing the settlement on the disputed legal fees.
From time to time, the Partnership is subject to routine
litigation incidental to the business of the Partnership.
Although there can be no assurances as to the ultimate
disposition of these matters and the proceeding disclosed above,
it is the opinion of the Managing General Partners, based upon
the information available at this time, that the expected
outcome of these matters, individually or in the aggregate, will
not have a material adverse effect on the results of operations
and financial condition of the Partnership.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were voted on by the Limited Partners in 2003.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
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MATTERS
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(a) There is no established public trading market for the
Units.
(b) At December 31, 2003, there were 6,639 record holders of
Units.
(c) The Registrant, being a partnership, does not pay
dividends. Cash distributions, however, may be made to
the partners pursuant to the Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
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For the Years Ended and As of December 31,
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2003 2002 2001 2000 1999
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Total investment income $ 126,774 $ 163,645 $ 443,273 $ 1,994,791 $ 290,090
Net investment loss (2,712,935) (2,811,813) (2,033,046) (770,603) (933,174)
Realized gain (loss) from
sales of equity investments 6,212,043 1,432,231 (914,464) 17,309,822 9,932,257
Realized loss from
investment write-offs (7,394,217) (5,446,528) (4,909,913) (693,782) (2,615)
Realized gain from recovery
of investments previously
written off -- -- 107,816 -- --
Net realized gain from
venture capital limited
partnership investments 115,249 27,832 330,123 1,183,654 501,038
Net realized loss on
foreign currency -- -- -- (126,781) --
Decrease (increase) in
unrealized depreciation:
Equity investments 6,060,481 (7,217,797) 796,107 (27,693,162) 2,923,379
Notes receivable 86,539 5,386,013 (52,415) (5,481,033) --
Other investments -- -- -- -- --
Other income 193,830 774,298 -- -- --
Net increase (decrease) in
partners' capital resulting
from operations 2,560,991 (7,855,764) (6,675,792) (16,271,885) 12,420,885
Net increase (decrease) in
partners' capital resulting
from operations per Unit (1) .11 (19.44) (16.52) (34.76) 25.20
Total assets 11,404,267 9,940,904 19,109,600 27,637,794 48,110,924
Distributions declared 1,770,540 -- -- 1,935,574 6,657,582
Distributions declared per Unit(2) -- -- -- -- 13.32
(1) See Notes 1 and 3 to the Financial Statements for a description of the method of calculation
of net (decrease) increase in partners' capital resulting from operations per Unit.
(2) Calculation is based on distributions declared to Limited Partners divided by the weighted
average number of Units outstanding during the year.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Liquidity and Capital Resources
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The Partnership operates as a business development company under
the Investment Company Act of 1940 and makes venture capital
investments in new and developing companies. The Partnership's
financial condition is dependent upon the success of the portfolio
companies. There is no ready market for many of the Partnership's
investments. It is possible that some of its venture capital
investments may be a complete loss or may be unprofitable and that
others will appear likely to become successful, but may never
realize their potential. The valuation of the Partnership's
investments in securities for which there are no available market
quotes is subject to the estimate of the Managing General Partners
in accordance with the valuation guidance described in Note 1 to
the financial statements. In the absence of readily obtainable
market values, the estimated fair value of the Partnership's
investments may differ significantly from the values that would
have been used had a ready market existed.
During the year ended December 31, 2003, net cash used by
operating activities totaled $900,533. The Partnership paid
management fees of $88,746 to the Managing General Partners and
reimbursed related parties for operating expenses of $1,528,159.
In addition, $40,000 was paid to the Individual General Partners
as compensation for their services. The Partnership paid interest
of $6, other investment expenses of $324,650 and received interest
income of $92,667.
In 2003, equity investments of $1,351,753 were funded to portfolio
companies primarily in the medical, high tech/financial,
biomedical and information technology industries. Proceeds from
the sale of equity investments were $6,972,957, primarily related
to the sale of Tessera Technologies, Inc. (formerly Tessera, Inc.)
shares. Cash distributions of $115,249 were received from venture
capital limited partnership investments.
Cash and cash equivalents at December 31, 2003, were $4,804,340.
Cash reserves, interest income on short-term investments and
future proceeds from investment sales are expected to be adequate
to fund Partnership operations through the next twelve months.
Results of Operations
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2003 compared to 2002
- ---------------------
The net increase in partners' capital resulting from operations
was $2,560,991 compared to a decrease of $7,855,764 for the years
ended December 31, 2003 and 2002, respectively.
Unrealized depreciation on equity investments was $8,717,486 and
$14,777,967 at December 31, 2003 and 2002, respectively. During
the year ended December 31, 2003, the net decrease in unrealized
depreciation of $6,147,020 was attributable to the write-off of
investments in Prolinx, Inc., Resolution Sciences Corporation and
Pharmadigm, Inc. During the year ended December 31, 2002, the net
increase in unrealized depreciation of $7,217,797 was due to
decreases in the publicly traded prices of Endocare, Inc.,
Physiometrix, Inc. and Valentis, Inc. as well as decreases in the
fair value of private portfolio companies in the medical,
biotechnology, information technology and communications
industries.
Unrealized depreciation on notes receivable investments was
$60,896 and $147,435 at December 31, 2003 and 2002, respectively.
During 2003, the Partnership recorded a decrease in unrealized
depreciation of notes receivable of $86,539, primarily related to
the payment of notes receivable by Avalon Vision Solutions, Inc.
During the year ended December 31, 2002, the net decrease in
unrealized depreciation of notes receivable of $5,386,013 was
mainly attributable to the write-off of notes issued to Sutmyn
Storage Corporation.
During 2003, net realized gain from sales of equity investments
totaled $6,212,043, primarily the result of the Partnership's sale
of its shares in Tessera Technologies, Inc. Net realized gain
from sales of equity investments during the year ended December
31, 2002, was $1,432,231, primarily related to the sale of
investments in Matrix Pharmaceutical, Inc., Lynk Systems, Inc.,
and R2 Technology, Inc.
Other income was $193,830 for the year ended December 31, 2003.
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. On February 13, 2003, the
Partnership received $774,298, representing its proportionate
share of the settlement, plus accrued interest, less disputed
legal fees. The Partnership recognized the additional revenue and
receivable of $107,631 at December 31, 2002. In March 2003, the
law firm remitted an additional amount of $193,830 to the
Partnership, representing the settlement on the disputed legal
fees.
Investment expenses were $2,839,708 and $2,975,458 for 2003 and
2002, respectively. In 2002, the Managing General Partners billed
the Partnership $89,786 and $23,249 for operating expenses
incurred during 2001 and prior years, respectively. Had these
expenses been billed in the prior years, the investment expenses
for 2002 and 2001 would have been $2,862,423 and $2,566,105,
respectively. The change from 2002 to 2001 is primarily
attributable to increased administrative and investment service
costs, partially offset by decreased professional and management
fees.
During 2003, the Partnership recorded a realized loss from
investment write-offs totaling $7,394,217, which represents the
Partnership's investments in Resolution Sciences Corporation,
Innergy Power Corporation, Periodontix, Inc., Pherin
Pharmaceuticals, Inc., Pharmadigm, Inc. and Prolinx, Inc. During
2002, the Partnership recorded realized losses from investment
write-offs of $5,446,528, which represents the Partnership's total
investment in Sutmyn Storage Corporation. The fair value of these
notes was reduced to zero during 2000 and it has been determined
by the Managing General Partners that there will be no recovery on
the notes as the company has ceased operations.
Net realized gain from venture capital limited partnerships
totaled $115,249 and $27,832 in 2003 and 2002, respectively. The
gains represented distributions from profits of venture capital
limited partnerships.
Interest income was $126,774 and $163,645 for the years ended
December 31, 2003 and 2002, respectively. The decrease was
primarily the result of decreased short-term investments.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
2002 compared to 2001
- ---------------------
The net decrease in partners' capital resulting from operations
was $7,855,764 and $6,675,792 for the years ended December 31,
2002 and 2001, respectively.
Unrealized depreciation on equity investments was $14,777,967 and
$7,560,170 at December 31, 2002 and 2001, respectively. During
the year ended December 31, 2002, the net increase in unrealized
depreciation of $7,217,797 was a result of decreases in the
publicly traded prices of Endocare, Inc., Physiometrix, Inc. and
Valentis, Inc. as well as decreases in the fair value of private
portfolio companies in the medical, biotechnology, information
technology and communications industries. During the year ended
December 31, 2001, the net decrease in unrealized depreciation of
$796,107 was partially attributable to decreases in the publicly
traded prices of Physiometrix, Inc. and Valentis, Inc. and in the
fair value of a private portfolio company in the biotechnology
industry. These decreases were offset by equity investment sales
and investment write-offs during 2001 which resulted in a
$5,497,389 decrease in unrealized depreciation as the depreciation
was realized upon sale.
Unrealized depreciation on notes receivable investments was
$147,435 and $5,533,448 at December 31, 2002 and 2001,
respectively. During the year ended December 31, 2002, the net
decrease in unrealized depreciation of notes receivable of
$5,386,013 was mainly attributable to the write-off of notes
issued to Sutmyn Storage Corporation. During 2001, the Partnership
recorded an increase in unrealized depreciation of notes
receivable of $52,415, primarily related to the fair value of
loans made to a portfolio company in the industrial/business
automation industry.
Net realized gain from sales of equity investments during the year
ended December 31, 2002, was $1,432,231, primarily related to the
sale of investments in Matrix Pharmaceutical, Inc., Lynk Systems,
Inc., and R2 Technology, Inc. During 2001, net realized loss from
sales of equity investments totaled $914,464, primarily due to the
Partnership's sale of its investments in AudioBasket.com, Inc. and
Efficient Networks, Inc.
Other income was $774,298 for the year ended December 31, 2002.
In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed to
purchase certain debt securities of the portfolio company from
Kanematsu. The Partnership and affiliated partnerships asserted
counterclaims against Kanematsu. On February 12, 2002, the
Partnership, affiliated partnerships and the co-investor were
awarded $4,000,000 and all of Kanematsu's claims were denied. The
award is in full settlement of all claims and counterclaims. The
Partnership recognized revenue and a receivable of $666,667 as of
February 12, 2002, for its proportionate share of the award.
Kanematsu immediately filed a petition to vacate the award, and on
October 9, 2002, the United States District Court issued an order
confirming the arbitration award. Kanematsu appealed the order
but in early November 2002 paid a forbearance fee of $200,000 in
exchange for an option to settle all liabilities. On November 29,
2002, Kanematsu agreed to settle for $3,999,999. A decision on
the allocation of the proceeds between the Partnership, affiliates
and co-investor was reached in January 2003; however, a dispute
regarding the legal fees arose. On February 13, 2003, the
Partnership received $774,298, representing its proportionate
share of the settlement, plus accrued interest, less disputed
legal fees. The Partnership recognized the additional revenue and
receivable of $107,631 at December 31, 2002. In March 2003, the
law firm remitted an additional amount of $193,830 to the
Partnership.
Investment expenses were $2,975,458 and $2,476,319 for 2002 and
2001, respectively. In 2002, the Managing General Partners billed
the Partnership $89,786 and $23,249 for operating expenses
incurred during 2001 and prior years, respectively. Had these
expenses been billed in the prior years, the investment expenses
for 2002 and 2001 would have been $2,862,423 and $2,566,105,
respectively. The change from 2002 to 2001 is primarily
attributable to increased administrative and investment service
costs, partially offset by decreased professional and management
fees.
During 2002, the Partnership recorded realized losses from
investment write-offs of $5,446,528, which represents the
Partnership's total investment in Sutmyn Storage Corporation. The
fair value of these notes was reduced to zero during 2000 and it
has been determined by the Managing General Partners that there
will be no recovery on the notes as the company has ceased
operations. During 2001, the Partnership recorded a realized loss
from investment write-offs of $4,909,913, which represents the
Partnership's total investment in Adesso Healthcare Technology
Services, Inc., eoSports, Inc., Ascent Logic Corporation and
Positive Communications, Inc., all of which ceased operations
during 2001.
Net realized gain from venture capital limited partnerships
totaled $27,832 and $330,123 in 2002 and 2001, respectively. The
gains represented distributions from profits of venture capital
limited partnerships.
Interest income was $163,645 and $443,273 for the years ended
December 31, 2002 and 2001, respectively. The decrease was
primarily the result of decreased short-term investments.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
New Accounting Pronouncement
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In July 2002, the Financial Accounting Standards Board (FASB)
issued SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal
activities, such as restructurings, involuntarily terminating
employees, and consolidating facilities initiated after December
31, 2002. The implementation of SFAS No. 146 will not require the
restatement of previously issued financial statements. The
Partnership implemented early adoption of SFAS No. 146 to all
applicable costs associated with exit or disposal activities
incurred during 2003 and 2002. See Note 1 to the financial
statements.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN
45), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others." FIN 45 requires a guarantor to recognize a liability at
the inception of the guarantee for the fair value of obligations
it has assumed under that guarantee and also requires more
detailed disclosure in its financial statements with respect to
such guarantees. FIN 45 is effective for guarantees issued or
modified after December 31, 2002, and requires additional
disclosure for existing guarantees. The adoption of FIN 45 did
not have a material effect on the Partnership's results of
operation or financial position. The Partnership has provided
additional disclosure with respect to a guarantee by an affiliated
partnership in Note 11 to the financial statements.
In December 2003, the American Institute of Certified Public
Accountants (AICPA) issued Statement of Position 03-4 (SOP 03-4),
"Reporting Financial Highlights and Schedule of Investments by
Nonregistered Investment Partnerships: An Amendment to the Audit
and Accounting Guide 'Audits of Investment Companies' (the Guide)
and AICPA Statement of Position 95-2 (SOP 95-2), 'Financial
Reporting by Nonpublic Investment Partnerships.'" SOP 03-4
provides guidance on the application of certain provisions in the
Accounting Guide and SOP 95-2 that are directed to the reporting
by nonregistered investment partnerships of financial highlights
and the schedule of investments. It amends certain provisions of
the Guide and SOP 95-2 by adapting those provisions to
nonregistered investment partnerships based on their differences
in organizational structures from registered investment companies.
SOP 03-4 is effective for annual financial statements issued for
fiscal years ending after December 15, 2003. The adoption of SOP
03-4 did not have a material effect on the Partnership.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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The Partnership is subject to financial market risks, including
changes in interest rates with respect to its investments in debt
securities and interest-bearing cash equivalents as well as
changes in marketable equity security prices. The Partnership
does not use derivative financial instruments to mitigate any of
these risks. The return on the Partnership's investments is
generally not affected by foreign currency fluctuations.
The Partnership does not have a significant exposure to modest
public market price fluctuations as the Partnership primarily
invests in private business enterprises. However, should
significant changes in market equity prices occur, there could be
a longer-term effect on valuations of private companies, which
could affect the carrying value and the amount and timing of gains
realized on these investments. Since there is typically no public
market for the Partnership's investments in private companies, the
valuation of the investments is subject to the estimate of the
Partnership's Managing General Partners. In the absence of a
readily ascertainable market value, the estimated value of the
Partnership's investments in private companies may differ
significantly from the values that would be placed on the
portfolio if a ready market existed. The Partnership's portfolio
also includes common stocks in publicly traded companies. These
investments are directly exposed to equity price risk, in that a
hypothetical 10 percent change in these equity prices would result
in a similar percentage change in the fair value of these
securities. The Partnership's investments also include some debt
securities. Since the debt securities are generally priced at a
fixed rate, changes in interest rates do not directly impact
interest income. The Partnership's debt securities are generally
held to maturity or converted into equity securities of private
companies.
Item 8. FINANCIAL STATEMENTS
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The financial statements of the Registrant are set forth in Item
15.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ------ -----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
None
Item 9A. CONTROLS AND PROCEDURES
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The signing officer 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, and there were no corrective actions
with regard to significant deficiencies and material weaknesses.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------
As a partnership, the Registrant has no directors or executive
officers. The Individual General Partners are responsible for the
management and administration of the Partnership. The Individual
General Partners consist of the two Independent General Partners
and a representative from each of Technology Funding Ltd., a
California limited partnership (TFL), and its wholly owned
subsidiary, Technology Funding Inc., a California corporation
(TFI). TFL and TFI are the Managing General Partners. Reference
is made to the information regarding Individual General Partners
and the Managing General Partners in the Registrant's Proxy
Statement related to the Meeting of Limited Partners held on
November 8, 2002, which information is incorporated herein by
reference.
Code of Ethics
- --------------
The Partnership's Code of Ethics applies to the Independent
General Partners as well as Technology Funding corporate officers
and employees. The Independent General Partners review and
approve the Code of Ethics on an annual basis. The Code of Ethics
is attached as an exhibit (see Item 15 - Exhibits) and is also
available on the Partnership's web site, www.techfunding.com. Any
amendments to, or waivers from, any provision of the Code that
applies to any of the Independent General Partners or executive
officers will be disclosed on the web site..
Audit Committee
- ---------------
The Independent General Partners have established an Audit
Committee of the Whole to oversee the accounting and financial
reporting processes on behalf of the Independent General Partners.
The Audit Committee of the Whole currently consists of all of the
Independent General Partners for each Technology Funding
partnership with John Muncaster acting as liaison with the
Managing General Partners. The Independent General Partners are
"independent" as defined by the Securities and Exchange
Commission. The Independent General Partners have determined that
the Audit Committee of the Whole does not currently have any
member that would be considered an "audit committee financial
expert" as that term is defined in Section 407 of the Sarbanes-
Oxley Act of 2002. Given the anticipated termination date for the
Partnership, the Independent General Partners have determined that
the expense and the difficulty of recruiting a financial expert to
serve on the Audit Committee outweigh any benefit to the Fund.
Item 11. EXECUTIVE COMPENSATION
- ------- ----------------------
As a partnership, the Registrant has no officers or directors. In
2002, the Partnership incurred $168,151 in management fees. The
fees are designed to compensate the Managing General Partners for
General Partner Overhead incurred in performing management duties
for the Partnership. General Partner Overhead (as defined in the
Partnership Agreement) includes the General Partners' share of
rent, utilities, property taxes and the cost of capital equipment
and the general and administrative expenses paid by the Managing
General Partners in performing their obligations to the
Partnership. As compensation for their services, the Independent
General Partners each receive $14,000 annually, plus $1,500 for
each attended meeting of the Individual General Partners and
committees thereof. For the year ended December 31, 2003, $40,000
of such fees were incurred. The Independent General Partners are
reimbursed for all out-of-pocket expenses relating to attendance
of the meetings, committees or otherwise of the Individual General
Partners.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------- --------------------------------------------------------------
Not applicable. No Limited Partner beneficially holds more than 5
percent of the aggregate number of Units held by all Limited
Partners, and neither the Managing General Partners nor any of
their officers, directors or partners own any Units. The two
Independent General Partners each own 20 Units. The Individual
General Partners control the affairs of the Partnership pursuant
to the Partnership Agreement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------
The Registrant, or its investee companies, have engaged in no
transactions with the Managing General Partners or their officers
and partners other than as described above, in the notes to the
financial statements, or in the Partnership Agreement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- ------- --------------------------------------
Fees Paid to Independent Public Accountants
- -------------------------------------------
Audit Fees
- ----------
The Partnership paid aggregate fees of approximately $68,926 and
$57,850 to its independent public accountants, Grant Thornton LLP,
for professional services rendered to the Partnership with respect
to audits of the annual financial statements and reviews of the
quarterly financial statements for the years ended December 31,
2003 and 2002, respectively.
Tax Fees
- --------
The Partnership paid aggregate fees of approximately $15,888 and
$6,500 to Grant Thornton LLP for tax-related services rendered to
the Partnership for the years ended December 31, 2003 and 2002,
respectively. These services included preparation of the
Partnership's tax returns.
All Other Fees
- --------------
The Partnership did not pay any fees to Grant Thornton LLP for
services, other than the services referred to above, for the years
ended December 31, 2003 and 2002, respectively.
Audit Committee Pre-Approval Policies and Procedures
- ----------------------------------------------------
The Independent General Partners have established procedures for
the pre-approval of auditing services and non-auditing services to
be performed by the Partnership's independent public accountants.
Such pre-approval can be given as part of the Independent General
Partners' annual approval of the scope of the engagement of the
independent public accountants or on an individual basis.
Approved non-auditing services must be disclosed in the
Partnership's periodic public reports. The Independent General
Partners pre-approved all of the non-audit services provided by
the independent public accountants in 2003.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- ------- ---------------------------------------------------------------
(a) List of Documents filed as part of this Annual Report on Form
10-K
(1) Financial Statements - the following financial
statements are filed as a part of this Report:
Report of Independent Certified Public Accountants as of
and for the years ended December 31, 2003 and 2002
Report of Independent Public Accountants as of
and for the years ended December 31, 2001 and 2000
Balance Sheets as of December 31, 2003
and 2002
Statements of Investments as of
December 31, 2003 and 2002
Statements of Operations for the years
ended December 31, 2003, 2002 and 2001
Statements of Partners' Capital for the years
ended December 31, 2003, 2002 and 2001
Statements of Cash Flows for the years
ended December 31, 2003, 2002 and 2001
Notes to Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted because they are not
applicable or the required information is included
in the financial statements or the notes thereto.
(3) Exhibits
14.1 Code of Ethics for the Registrant
31.1 Section 302 Sarbanes-Oxley Certifications
32.1 Section 906 Sarbanes-Oxley Certifications
(b) Reports on Form 8-K
(1) On January 8, 2003, the Partnership filed its
Amended and Restated Limited Partnership Agreement
on Form 8-K.
(2) On December 17, 2003, the Partnership filed Form 8-K
pursuant to the SEC's Release No. 34-43069 regarding
Commission Guidance on Mini-Tender Offers.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------
To the Partners of
Technology Funding Venture Partners V,
an Aggressive Growth Fund, L.P.:
We have audited the accompanying balance sheets of Technology Funding
Venture Partners V, an Aggressive Growth Fund, L.P. (a Delaware limited
partnership) (the Fund), including the statement of investments, as of
December 31, 2003 and 2002, and the related statements of operations,
partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of Technology Funding Venture
Partners V, an Aggressive Growth Fund, L.P. for the year ended December 31,
2001, were audited by other auditors who have ceased operations. Those
auditors expressed an unqualified opinion on those financial statements in
their report dated March 15, 2002.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included physical inspection
of securities owned as of December 31, 2003 and 2002. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Technology Funding
Venture Partners V, an Aggressive Growth Fund, L.P as of December 31, 2003
and 2002, and the results of its operations, changes in partners' capital,
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Albuquerque, New Mexico /S/GRANT THORNTON LLP
March 12, 2004
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------
To the Partners of
Technology Funding Venture Partners V,
An Aggressive Growth Fund, L.P.:
We have audited the accompanying balance sheets of Technology Funding
Venture Partners V, An Aggressive Growth Fund, L.P. (a Delaware limited
partnership) (the Fund), including the statements of investments, as of
December 31, 2001 and 2000, and the related statements of operations,
partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
physical inspection of securities owned as of December 31, 2001 and 2000.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P. as of
December 31, 2001 and 2000, and the results of its operations, changes in
partners' capital and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States.
Los Angeles, California /S/ARTHUR ANDERSEN LLP
March 15, 2002
THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR
ANDERSEN LLP IN CONNECTION WITH TECHNOLOGY FUNDING VENTURE PARTNERS V,
LP'S FILING ON FORM 10-K FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000.
THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH THIS FILING ON FORM 10-K.
BALANCE SHEETS
- --------------
December 31,
---------------------
2003 2002
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$14,871,310 and $21,605,935 for
2003 and 2002, respectively) $ 6,153,824 $6,827,968
Notes receivable, net, (cost basis
of $101,494 and $184,293 for 2003
and 2002, respectively) 40,598 36,858
---------- ---------
Total investments 6,194,422 6,864,826
Cash and cash equivalents 4,804,340 1,749,984
Prepaid expenses 278,316 357,106
Other receivable 117,734 774,298
Other assets 9,455 194,690
---------- ---------
Total assets $11,404,267 $9,940,904
========== =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 41,510 $ 44,870
Due to related parties 697,551 21,279
---------- ---------
Total liabilities 739,061 66,149
Commitments and contingencies
See Note 11.
Partners' capital
(400,000 Limited Partner Units
outstanding) 10,665,206 9,874,755
---------- ---------
Total liabilities and
partners' capital $11,404,267 $9,940,904
========== =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2003 December 31, 2002
Industry Shares at ------------------ -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2003 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.5% and 0.4% at December 31, 2003 and 2002, respectively
- ---------------------------------------------------------
Celera Genomics Common
Group shares 2000 4,065 $ 141,000 $ 56,544 $ 141,000 $ 38,821
---------- --------- ---------- ----------
141,000 56,544 141,000 38,821
---------- --------- ---------- ----------
Biotechnology
- -------------
2.8% and 2.4% at December 31, 2003 and 2002, respectively
- ---------------------------------------------------------
CellzDirect, Inc. Preferred 2002-
(a) (b) shares 2003 1,837,974 710,001 284,000 375,001 75,000
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Applied
NeuroSolutions,
Inc. (formerly
Hemoxymed, Common
Inc.) (a) shares 1993 31,057 250,000 9,317 250,000 1,708
Prolinx, Inc. Common 1995-
(a) (b) shares 2000 0 0 0 2,766,870 64,544
Prolinx, Inc. Preferred 1995-
(a) (b) shares 2001 0 0 0 988,170 98,835
Prolinx, Inc. Common and
(a) (b) Preferred share
warrants at
$.0001-$.90;
expiring 1998-
2004-2010 2001 0 0 0 6,061 0
---------- --------- ---------- ---------
960,001 293,317 4,386,102 240,087
---------- --------- ---------- ----------
Communications
- --------------
3.4% and 1.6% at December 31, 2003 and 2002, respectively
- ---------------------------------------------------------
iVillage Common 1996-
Inc. shares 2000 83,111 301,403 297,538 301,403 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 0 0 144,965 14,497
---------- --------- ---------- ----------
1,361,055 364,157 1,506,020 159,240
---------- --------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Environmental
- -------------
0.0% and 0.0% at December 31, 2003 and 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
- -------------------
2.6% and 2.8% at December 31, 2003 and 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
- ------------------------------
6.5% and 6.5% at December 31, 2003 and 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 0 3,000 0
Innergy Power
Corporation Convertible
(a) (b) note (2) 2001 $244,000 250,952 175,666 250,952 125,476
---------- --------- ---------- ----------
2,982,188 698,240 2,965,662 638,292
---------- --------- ---------- ----------
Information Technology
- ----------------------
2.1% and 2.2% at December 31, 2003 and 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 0 0 0 1,660 1,001
---------- --------- ---------- ----------
550,000 220,000 551,660 221,001
---------- --------- ---------- ----------
Medical
- -------
39.0% and 44.0% at December 31, 2003 and 2002, respectively
- -----------------------------------------------------------
Acusphere, Inc. Common 1995-
(a) shares 2003 181,683 1,725,608 1,196,385 1,014,615 78,444
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 1,960 206,718 16,777
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 100,001 163,874 26,376
Impres Medical Preferred
Inc.(a) (b) shares 2002 1,071,429 742,500 300,000 742,500 450,000
Impres Medical, Common share
Inc.(a) (b) warrants
at $1.00;
expiring
2007 2002 214,285 7,500 0 7,500 0
Impres Medical Unsecured
Inc.(a) (b) note (2) 2003 315,344 323,893 129,558 -- --
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Periodontix, Preferred 1993-
Inc.(a) shares 1999 0 0 0 556,001 0
Periodontix, Common share
Inc.(a) warrants
at $2.25;
expiring 1999-
2004-2006 2000 0 0 0 0 0
Periodontix, Convertible 1999-
Inc.(a) notes (2) 2000 0 0 0 359,816 4,427
Pharmadigm, Preferred 1993-
Inc.(a) (b) shares 2002 0 0 0 1,304,396 383,526
Pherin
Pharmaceuticals, Preferred
Inc.(a) shares 1991 0 0 0 200,000 106,000
Physiometrix, Common 1996-
Inc. shares 2000 139,769 285,023 307,492 285,023 76,873
Resolution
Sciences
Corporation Preferred
(a) (b) shares 2000 0 0 0 970,000 0
Resolution
Sciences
Corporation Convertible 2001-
(a) (b) note (2) 2002 0 0 0 215,804 0
Sanarus Medical, Preferred
Inc.(a) (b) shares 1999 260,000 390,000 179,920 390,000 224,900
Valentis, Inc. Common 1994-
shares 2002 715,974 908,970 64,439 908,970 157,515
---------- --------- ---------- ----------
7,478,908 4,162,539 10,050,039 4,349,013
---------- --------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Microelectronics
- ----------------
0.0% and 7.1% at December 31, 2003 and 2002, respectively
- ----------------------------------------------------------
Tessera
Technologies,
Inc. (formerly
Tessera, Inc.) Preferred
(a) shares 1992 0 0 0 500,000 542,368
Tessera
Technologies,
Inc. (formerly
Tessera, Inc.) Common
(a) shares 1997 0 0 0 56,500 157,632
---------- --------- ---------- ----------
0 0 556,500 700,000
---------- --------- ---------- ----------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
0.8% and 2.1% at December 31, 2003 and 2002, respectively
- ---------------------------------------------------------
Capital Valley Preferred
Ventures (a) shares 2002 0 0 0 48,254 14,476
Capital Valley
Ventures (a) LLC units 2002 0 0 0 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 11,998 212,460 24,739
O,W&W Pacrim Ltd.
Investments Partnership
Limited (a) interests various $400 1,000 500 1,000 500
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
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
---------- --------- ---------- ----------
735,792 84,052 786,586 206,539
---------- --------- ---------- ----------
Total equity investments - 57.7% and 69.1% at
December 31, 2003 and 2002, respectively 14,871,310 6,153,824 21,605,935 6,827,968
---------- --------- ---------- ----------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 0 0 0 184,293 36,858
Capital Valley Secured note,
Ventures 4.28% 2003 $100,794 101,494 40,598 -- --
---------- --------- ---------- ----------
Total notes receivable - 0.4% and 0.4% at
December 31, 2003 and 2002, respectively 101,494 40,598 184,293 36,858
---------- --------- ---------- ----------
Total investments - 58.1% and 69.5% at
December 31, 2003 and 2002, respectively $14,972,804 $6,194,422 $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 12/31/03 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 4.28 percent to 8.00 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
------------------------------------
2003 2002 2001
------ ------ ------
Investment income:
Notes receivable
interest $ 117,580 $ 97,572 $ 104,197
Short-term investment
interest 9,194 66,073 339,076
--------- --------- ---------
Total investment
income 126,774 163,645 443,273
Investment expenses:
Management fees 166,618 168,151 233,047
Independent General
Partners' compensation 40,000 45,500 45,560
Administrative and
investor services 1,845,003 2,027,856 1,268,894
Investment operations 483,957 440,160 363,496
Professional fees 196,649 131,577 309,703
Computer services 107,480 149,179 200,959
Interest expense -- 13,035 54,660
--------- --------- ---------
Total investment
expenses 2,839,708 2,975,458 2,476,319
--------- --------- ---------
Net investment loss (2,712,934) (2,811,813) (2,033,046)
--------- --------- ---------
Realized gain (loss)
from sales of equity
investments 6,212,043 1,432,231 (914,464)
Realized loss from
investment write-offs (7,394,217) (5,446,528) (4,909,913)
Realized gain from
recovery of investments
previously written off -- -- 107,816
Net realized gain from
venture capital limited
partnership investments 115,249 27,832 330,123
--------- --------- ---------
Net realized (loss)
income (1,066,925) (3,986,465) (5,386,438)
--------- --------- ---------
STATEMENTS OF OPERATIONS (continued)
- -----------------------------------
For the Years Ended December 31,
------------------------------------
2003 2002 1000
------ ------ ------
Decrease (increase) in
unrealized depreciation:
Equity investments 6,060,481 (7,217,797) 796,107
Notes receivable 86,539 5,386,013 (52,415)
--------- --------- ---------
Net decrease (increase) in
unrealized depreciation 6,147,020 (1,831,784) 743,692
--------- --------- ---------
Other income 193,830 774,298 --
--------- --------- ---------
Net increase (decrease)
in partners' capital
resulting from
operations $2,560,991 $(7,855,764) $(6,675,792)
========= ========= =========
Net increase (decrease)
In partners' capital
resulting from
operations per Unit $ .11 $ (19.44) $ (16.52)
========= ========= =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2003, 2002 and 2001:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 2001 $27,692,235 $(3,285,924) 24,406,311
Net investment loss (2,012,716) (20,330) (2,033,046)
Net realized loss (5,332,574) (53,864) (5,386,438)
Net decrease in unrealized
depreciation 736,255 7,437 743,692
---------- --------- ----------
Partners' capital,
December 31, 2001 21,083,200 (3,352,681) 17,730,519
Net investment loss (2,783,694) (28,119) (2,811,813)
Net realized loss (3,946,600) (39,865) (3,986,465)
Net increase in unrealized
depreciation (1,813,465) (18,319) (1,831,784)
Other income 766,555 7,743 774,298
---------- --------- ----------
Partners' capital,
December 31, 2002 $13,305,996 $(3,431,241) $ 9,874,755
Net investment loss (191,892) (2,714,871) (2,906,763)
Net realized income 114,096 (987,191) (873,095)
Net increase in unrealized
depreciation (70,976) 6,217,996 6,147,020
Distributions -- (1,770,540) (1,770,540)
Other income 191,892 1,938 193,830
---------- --------- ----------
Partners' capital,
December 31, 2003 13,349,116 (2,683,909) 10,665,207
========== ========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
-----------------------------------
2003 2002 2001
------ ------ ------
Net increase (decrease) in
partners' capital resulting
from operations $ 2,560,991 $(7,855,764) $ (6,675,792)
Adjustments to reconcile net
decrease in partners' capital
resulting from operations to
net cash used by operating
activities:
(Decrease) increase in
unrealized depreciation:
Equity investments (6,060,481) 7,217,797 (796,107)
Notes receivable (86,539) (5,386,013) 52,415
Realized (gain) loss from
sales of equity investments (6,212,043) (1,432,231) 914,464
Realized loss from
investment write-offs 7,394,217 5,446,528 4,909,913
Realized gain from
recovery of investments
previously written off -- -- (107,816)
Net realized gain from
venture capital limited
partnership investments (115,249) (27,832) (330,123)
Increase in prepaid expenses -- (357,106) --
Amortization of prepaid asset 78,790 -- --
Decrease in other receivables 656,564 (774,298) --
Increase in accrued interest
on notes receivable 25,070 (80,987) (82,055)
Increase (decrease) in due
to related parties 676,272 (53,220) (767,380)
(Decrease) increase in accounts
payable and accrued expenses (3,360) (59,712) 14,978
Other changes, net 185,235 (40,445) (524,930)
--------- --------- ----------
Net cash used by
operating activities (900,533) (3,403,283) (3,392,433)
--------- --------- ----------
Cash flows from investing
activities:
Notes receivable issued (50,000) -- --
Purchase of equity
investments (1,351,753) (3,654,853) (2,612,462)
Repayment of notes
receivable -- -- 4,604
Proceeds from sales of
equity investments 7,011,933 2,761,586 866,075
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
-----------------------------------
2003 2002 2001
------ ------ ------
Proceeds from recovery of
investments previously
written off -- -- 107,816
Distributions from venture
capital limited partnership
investments 115,249 23,620 87,882
--------- --------- ----------
Net cash provided (used)
by investing activities 5,725,249 (869,647) (1,546,085)
--------- --------- ----------
Cash flows from financing
activities:
(Repayments of) proceeds from
short-term borrowings -- (1,200,000) (1,100,000)
Distributions to General
Partners (1,770,540) -- --
--------- --------- ----------
Net cash used
by financing activities (1,770,540) (1,200,000) (1,100,000)
--------- --------- ----------
Net increase (decrease) in
cash and cash equivalents 3,054,356 (5,472,930) (6,038,518)
Cash and cash equivalents
at beginning of year 1,749,984 7,222,914 13,261,432
--------- --------- ----------
Cash and cash equivalents
at end of year $ 4,804,340 $ 1,749,984 $ 7,222,914
========= ========= ==========
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.
(the Partnership or the Registrant) is a limited partnership organized
under the laws of the State of Delaware on June 26, 1989. The purpose of
the Partnership is to make venture capital investments in emerging growth
companies. The Partnership elected to be treated as a business
development company under the Investment Company Act of 1940, as amended
(the Act), and operates as a nondiversified investment company, as
defined in the Act. The Individual General Partners are responsible for
the management and administration of the Partnership. The Managing
General Partners are Technology Funding Ltd. (TFL) and Technology Funding
Inc. (TFI), a wholly owned subsidiary of TFL. There are two Independent
General Partners.
For the period from June 26, 1989, through May 1990, the Partnership was
inactive. The Partnership commenced selling Units of limited partnership
interest (Units) in May 1990. On January 2, 1991, the minimum number of
Units required to commence Partnership operations (15,000) had been sold.
The offering terminated with 400,000 Units sold on December 31, 1992.
The Partnership's original contributed capital was $40,040,046,
consisting of $40,000,000 from Limited Partners for 400,000 Units and
$40,046 from General Partners. The General Partners do not own any
Units. The Partnership's term was extended for a two-year period to
December 31, 2000, pursuant to unanimous approval by the Independent
General Partners in 1998. The Partnership's term was extended for an
additional two-year period to December 31, 2002, pursuant to unanimous
approval by the Independent General Partners in 1999. On November 8,
2002, the Limited Partners approved an extension of the Partnership's
term to December 31, 2004, and authorized additional one-year extensions
to the term of the Partnership through December 31, 2006. At the March
12, 2004, meeting, the Independent General Partners approved an extension
of the Partnership's term to December 31, 2006.
Preparation of Financial Statements and Use of Estimates
- --------------------------------------------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates. Significant
estimates include the estimate of fair value of investments, liabilities
and contingencies. Because of the inherent uncertainty of valuation, the
estimated fair value of investments may differ significantly from the
values that would have been used had a ready market for investments
existed, and the differences could be material.
Investments
- -----------
Investments are carried at fair value.
Equity Investments
------------------
Under the direction and control of the Independent General Partners, the
Managing General Partners are delegated the authority to establish
valuation procedures and periodically apply such procedures to the
Partnership's investment portfolio. In fulfilling this responsibility,
the Managing General Partners periodically update and revise the
valuation procedures used to determine fair value in order to reflect new
events, changing market conditions, more experience with investee
companies or additional information, any of which may require the
revision of previous estimating procedures.
Unrestricted publicly traded securities are valued at the closing sales
price or bid price that is available on a national securities exchange or
over-the-counter market. Valuation discounts of 5 percent to 50 percent
are applied to publicly traded securities subject to resale restrictions
resulting from Rule 144 or contractual lock-ups, such as those commonly
associated with underwriting agreements or knowledge of material non-
public information.
The fair value of all other investments is determined in good faith by
the Managing General Partners under the delegated authority of the
Independent General Partners after consideration of available relevant
information. There is no ready market for the Partnership's investments
in private companies or unregistered securities of public companies.
Fair value is generally defined as the amount the Partnership could
reasonably expect to receive for an investment in an orderly disposition
based on a current sale. Significant factors considered in the
estimation of fair value include the inherent illiquidity of and lack of
marketability associated with venture capital investments in private
companies or unregistered securities, the investee company's enterprise
value established in the last round of venture financing, changes in
market conditions since the last round of venture financing or since the
last reporting period, the value of a minority interest in the investee
company, contractual restrictions on resale typical of venture financing
instruments, the investee company's financial position and ability to
obtain any necessary additional financing, the investee company's
performance as compared to its business plan, and the investee company's
progress towards initial public offering. The values determined for the
Partnership's investments in these securities are based upon available
information at the time the good faith valuations are made and do not
necessarily represent the amount which might ultimately be realized,
which could be higher or lower than the reported fair value.
At December 31, 2003 and 2002, the investment portfolio included private
company investments totaling $5,282,394 and $6,225,942, respectively,
whose fair values were established in good faith by the Managing General
Partners in the absence of readily ascertainable market values. In
addition, investments in publicly traded securities which have been
subjected to a discount for legal or contractual restrictions as
determined by the Managing General Partners amounted to $100,001 and
$26,376 at December 31, 2003 and 2002, respectively. Because of the
inherent uncertainty in the valuation, the values may differ
significantly from the values that would have been used had a ready
market for the securities existed, and the differences could be material.
Venture capital limited partnership investments are valued based on the
fair value of the underlying investments. Limited partnership
distributions that are a return of capital reduce the cost basis of the
Partnership's investment. Distributions from limited partnership
cumulative earnings are reflected as realized gains by the Partnership.
In the case of an other-than-temporary decline in value below cost basis,
an appropriate reduction in the cost basis is recognized as a realized
loss with the new cost basis being adjusted to equal the fair value of
the investment. Cost basis adjustments are reflected as "Realized loss
from investment write-offs" or "Net realized loss from venture capital
limited partnership investments" on the Statements of Operations.
Sales of equity investments are recorded on the trade date. The basis on
which cost is determined in computing realized gains or losses is
specific identification.
Notes Receivable
----------------
The fair value of notes receivable is determined in good faith by the
Managing General Partners under the authority of the Independent General
Partners. Fair value is generally defined as the amount the Partnership
could reasonably expect to receive for the notes and accrued interest on
the valuation date. The values determined for the Partnership's notes
receivable are based upon available information at the time the good
faith valuations are made and do not necessarily represent the amount
which might ultimately be realized which could be higher or lower than
the reported fair value. When the Managing General Partners' assessment
of fair value indicates that future collectability of interest or
principal is in doubt, notes are placed on nonaccrual status.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested in
demand accounts and money market instruments and are stated at cost plus
accrued interest. The Partnership considers all money market and short-
term investments with an original maturity of three months or less to be
cash equivalents.
Provision for Income Taxes
- --------------------------
No provision for income taxes has been made by the Partnership as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States which may not equate
to tax accounting. The cost of investments on a tax basis at December
31, 2003 and 2002, was $15,338,777 and $22,445,400, respectively. At
December 31, 2003 and 2002, gross unrealized appreciation and
depreciation on investments based on cost for federal income tax purposes
were as follows:
December 31, December 31,
2003 2002
------------ ------------
Unrealized appreciation $ 182,963 $ 708,843
Unrealized depreciation (9,132,984) (16,289,417)
---------- ----------
Net unrealized depreciation $(8,950,021) $(15,580,574)
========== ==========
Net Decrease in Partners' Capital Resulting from Operations Per Unit
- --------------------------------------------------------------------
Net decrease in partners' capital resulting from operations per Unit is
calculated by dividing the weighted average number of Units outstanding
of 400,000 for the years ended December 31, 2003, 2002 and 2001, into the
total net decrease in partners' capital resulting from operations
allocated to the Limited Partners. The Managing General Partners
contributed 0.1 percent of total Limited Partner capital contributions
and did not receive any Partnership Units.
New Accounting Pronouncement
- ----------------------------
In July 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities." SFAS No. 146 addresses financial accounting and reporting
for costs associated with exit or disposal activities, such as
restructurings, involuntarily terminating employees, and consolidating
facilities initiated after December 31, 2002. The implementation of SFAS
No. 146 will not require the restatement of previously issued financial
statements. The Partnership implemented early adoption of SFAS No. 146
to all applicable costs associated with exit or disposal activities
incurred during 2003 and 2002.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45
requires a guarantor to recognize a liability at the inception of the
guarantee for the fair value of obligations it has assumed under that
guarantee and also requires more detailed disclosure in its financial
statements with respect to such guarantees. FIN 45 is effective for
guarantees issued or modified after December 31, 2002, and requires
additional disclosure for existing guarantees. The adoption of FIN 45
did not have a material effect on the Partnership's results of operation
or financial position.
In December 2003, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 03-4 (SOP 03-4), "Reporting
Financial Highlights and Schedule of Investments by Nonregistered
Investment Partnerships: An Amendment to the Audit and Accounting Guide
'Audits of Investment Companies' (the Guide) and AICPA Statement of
Position 95-2 (SOP 95-2), 'Financial Reporting by Nonpublic Investment
Partnerships.'" SOP 03-4 provides guidance on the application of certain
provisions in the Accounting Guide and SOP 95-2 that are directed to the
reporting by nonregistered investment partnerships of financial
highlights and the schedule of investments. It amends certain provisions
of the Guide and SOP 95-2 by adapting those provisions to nonregistered
investment partnerships based on their differences in organizational
structures from registered investment companies. SOP 03-4 is effective
for annual financial statements issued for fiscal years ending after
December 15, 2003. The adoption of SOP 03-4 did not have a material
effect on the Partnership.
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. For the years ended December 31, 2003, 2002
and 2001, related party costs were as follows:
2003 2002 2001
-------- -------- --------
Management fees $ 166,618 $ 168,151 $ 233,047
Independent General Partners'
compensation 40,000 45,500 45,560
Reimbursable operating expenses:
Administrative, investor
services and professional fees 1,729,101 1,916,990 1,023,410
Investment operations 475,213 417,330 346,440
Computer services 107,480 149,179 200,959
Management fees are 1 percent per annum of adjusted capital
contributions. Management fees compensate the Managing General Partners
solely for General Partner Overhead (as defined in the Partnership
Agreement) incurred in supervising the operation and management of the
Partnership and the Partnership's investments. Management fees due to the
Managing General Partners were $78,622 and $11,413 and were included in
due to related parties at December 31, 2003 and 2002, respectively.
The Partnership reimburses the Managing General Partners for certain
operating expenses incurred in connection with the business of the
Partnership. Reimbursable operating expenses paid by the Managing
General Partners include expenses (other than Organizational and Offering
Expenses and General Partner Overhead) such as administrative and
investor services, investment operations, and computer services. At
December 31, 2003 and 2002, amounts due to related parties for such
expenses were $618,929 and $9,866, respectively.
The Managing General Partners allocate operating expenses incurred in
connection with the business of the Partnership based on employee hours
incurred. In 2002, the Managing General Partners billed the Partnership
$89,786, $13,285 and $9,964 for operating expenses incurred during 2001,
2000 and prior years, respectively.
As compensation for their services, the Independent General Partners each
receive $14,000 annually, plus $1,500 for each attended meeting of the
Individual General Partners or committee thereof. The Independent
General Partners are reimbursed for all out-of-pocket expenses relating
to attendance of the meetings, committees or otherwise of the Individual
General Partners. The two Independent General Partners each own 20
Units.
Under the terms of a computer service agreement, Technology
Administrative Management, a division of TFL, charges the Partnership for
its share of computer support costs. These amounts are included in
computer services expenses.
The Partnership has a payable of $334,938 to an affiliated Partnership
for the funding of an investment that was allocated between the
Partnerships.
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 and is being amortized over the remaining expected
employment period. During 2003 and 2002, the partnership recognized
$78,790 and $14,474 as operating expense related to the amortization of
retention bonuses. 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. Upon the resignation of
personnel no adjustment to the retention bonus amount previously paid by
the Partnership to the Managing General Partners shall occur until a
replacement person is hired.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of
portfolio companies. It is the Managing General Partners' policy that
all such compensation be transferred to the investing partnerships. If
the options are non-transferable, they are not recorded as an asset of
the Partnership. Any profit from the exercise of such options will be
transferred if and when the options are exercised and the underlying
stock is sold by the officers. Any such profit is allocated amongst the
Partnership and affiliated partnerships based upon their proportionate
investments in the portfolio company. At December 31, 2003, the
Partnership and affiliated partnerships had an indirect interest in non-
transferable Endocare, Inc. and Physiometrix, Inc. options whose exercise
price exceeded the current market value.
3. Allocation of Profits and Losses
--------------------------------
In accordance with the Partnership Agreement (see Note 1), net profits
and losses of the Partnership are allocated based on the beginning-of-
year partners' capital balances as follows:
(a) Profits:
(i) First, to those partners with deficit capital account
balances until such deficits have been eliminated;
(ii) Second, to the partners as necessary to offset net decrease
in partners' capital resulting from operations and sales
commissions previously allocated under (b)(ii) below; then
(iii)75 percent to the Limited Partners as a group in proportion
to the number of Units, 5 percent to the Limited Partners in
proportion to the Unit Months of each Limited Partner, and
20 percent to the Managing General Partners. Unit months
are the number of half months a Unit would be outstanding if
held from the date the original holder of such Unit was
deemed admitted into the Partnership until the termination
of the offering of Units.
(b) Losses:
(i) First, to the partners as necessary to offset the net
profits previously allocated to the partners under (a)(iii)
above; then
(ii) 99 percent to the Limited Partners and 1 percent to the
Managing General Partners.
Losses allocable to Limited Partners in excess of their capital account
balances will be allocated to the Managing General Partners. Net profit
thereafter, otherwise allocable to those Limited Partners, is allocated
to the Managing General Partners to the extent of such losses. For
allocation purposes, the Units held by the Independent General Partners
will be treated as Units held by Limited Partners.
Losses from unaffiliated venture capital limited partnership investments
are allocated pursuant to section (b) above. Gains are allocated 99
percent to the Limited Partners and 1 percent to the Managing General
Partners.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by
the Managing General Partners. See Note 1-Investments.
Marketable Equity Securities
- ----------------------------
At December 31, 2003 and 2002, marketable equity securities had aggregate
costs of $1,843,114 and $1,844,774, respectively, and aggregate fair
market values of $727,973 and $369,111, respectively. The net unrealized
losses at December 31, 2003 and 2002, included gross gains of $102,754
and $22,809, respectively.
Restricted Securities
- ---------------------
At December 31, 2003 and 2002, restricted securities had aggregate costs
of $13,028,196 and $19,761,161, respectively, and aggregate fair market
values of $5,425,851 and $6,458,857, respectively, representing 47.5
percent and 66.3 percent, respectively, of the net assets of the
Partnership.
Significant purchases, sales and write-offs of equity investments during
2003 are as follows:
Acusphere, Inc.
- ---------------
In April and June of 2003, the Partnership funded convertible secured
notes of $537,267 and $144,622, respectively. In September 2003,
Acusphere shares were subject to a reverse split, which converted the
Partnership's 556,337 Preferred shares and convertible notes receivable
into 181,683 common shares with a cost value of $1,725,614. On October
8, 2003, Acusphere conducted an initial public offering which priced at
$14 per share. The Partnership's Acusphere shares are subject to a 180-
day lock-up period.
Avalon Vision Solutions, Inc.
- -----------------------------
In December 2003, the Partnership recognized proceeds of $117,734 from
Avalon Vision Solutions, Inc. to retire it's notes receivable, including
accrued interest. The proceeds are recorded as an other receivable, as
the funds were not received until subsequent to year end. The
Partnership recorded a realized loss of $85,020.
Capital Valley Ventures
- -----------------------
In September 2003, the Partnership issued a secured non-recourse
promissory note for $100,794 to the company with an interest rate of 4.25
percent. The note and accrued interest are due in September 2013. A
$50,794 equity investment, which includes interest of $794, made in March
2002 was converted to debt and represents approximately 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.
CellzDirect, Inc.
- -----------------
In October 2003, the Partnership purchased 867,213 Series B preferred
shares of the company for $335,000.
Innergy Power Corporation
- -------------------------
In July 2003, the Partnership elected not to exercise a common stock
warrant and wrote off the value of the warrant for a realized loss of
$3,000. 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.
Impres Medical Inc.
- -------------------
In August 2003, the Partnership issued a $315,344 convertible unsecured
note to the company with an interest rate of 8% and a maturity date of
June 2004. Warrants were also issued in conjunction with the note.
Periodontix, Inc.
- -----------------
In September 2003, the Partnership wrote off its entire investment in
Periodontix, Inc. for a realized loss of $937,327. In 2001, Periodontix,
Inc.'s assets were acquired by Demegen, Inc., a publicly traded company
in the pharmaceuticals industry. In 2003, Demegen was unsuccessful in
efforts to raise additional capital and in April 2003 terminated its
registration under Section 42(g) of the Securities Exchange Act of 1934
by filing a Form 15 with the SEC. The Partnership expects no return on
its initial investment.
Pharmadigm, Inc.
- ----------------
In December 2003, the Partnership wrote off its entire investment in the
company, realizing a loss of $1,304,396. The Partnership expects no
return in its investment after the company's two lead investors forced a
cramdown in the last round of financing and other investors, including
the Partnership, elected not to participate.
Pherin Pharmaceuticals, Inc.
- ----------------------------
In March 2003, the Partnership wrote off its entire investment of
$200,000 after Pherin Pharmaceuticals, Inc. ceased domestic operations.
The Partnership does not expect any return on its investment.
Prolinx, Inc.
- -------------
Prolinx, Inc. filed for bankruptcy in March 2003. The Partnership is
unlikely to receive any proceeds from the liquidation and in March 2003
wrote off its entire investment in the company for a realized loss of
$3,761,101.
Resolution Sciences Corporation
- -------------------------------
Resolution Sciences Corporation filed for bankruptcy in February 2003.
The Partnership is unlikely to receive any proceeds from the liquidation
and in March 2003 wrote off its entire investment in the company for a
realized loss of $1,188,393.
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. On September 4, 2003, Tessera
Technologies, Inc. filed a registration statement for a public offering.
Under an agreement between Tessera Technologies and the Partnership,
Tessera allowed the Partnership to sells its shares in the initial public
offering on November 13, 2003. The Partnership liquidated its entire
investment for proceeds of $6,853,652 and a realized gain of $6,297,152.
Virage, Inc.
- ------------
In October 2003, the Partnership liquidated its investment in Virage,
Inc. for proceeds of $1,571 and a realized loss of $89.
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.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
During 2003, the Partnership received no stock distributions. Total cash
distributions of $115,249, were received from O,W&W Pacrim Investments
Limited, El Dorado Ventures III, L.P. and Spectrum Equity Investors, L.P.
These distributions were recorded as realized gains.
In the year ended December 31, 2003, the Partnership recorded a $71,693
decrease in fair value, primarily as a result of the above activity and a
net decrease in the fair value of the underlying investments of the
partnerships.
Other Equity Investments
- ------------------------
Other significant changes reflected in the Statements of Investments
relate to market value fluctuations for publicly traded portfolio
companies or changes in the fair value of private companies as determined
in accordance with the policy described in Note 1 to the financial
statements.
5. Subsequent Event
----------------
Subsequent to the year ended December 31, 2003, RedCell, Inc. notified
the Partnership that it would repay $222,513 in notes receivable
previously written off. That amount includes accrued interest through
February 2004. In 1994, the Partnership purchased Series B Preferred
shares in RedCell and two years later funded convertible notes
receivable. RedCell was subsequently acquired by another company, and
the new entity changed its name to ConjuChem, Inc. However, the notes
receivable remained in RedCell's name. In 1998, the Partnership
determined that any recovery on its investment, including the notes, was
unlikely and wrote off its entire investment. In 2001, the remaining
RedCell entity made a partial repayment of the notes receivable and
issued new notes for the remainder. In February 2004, RedCell sold
ConjuChem shares it had acquired in the acquisition in order to repay its
remaining notes in full. The repayment to the Partnership will be
reported in the first quarter 2004 financial statements as income from
investments previously written off. The Partnership expects no further
recovery on this investment.
6. Net (Increase) Decrease in Unrealized Depreciation of Equity
------------------------------------------------------------
Investments
-----------
In accordance with the accounting policy as stated in Note 1, the
Statements of Operations include a line item entitled "Net (increase)
decrease in unrealized depreciation of equity investments." The table
below discloses details of the changes:
For the Years Ended December 31,
-----------------------------------
2003 2002 2001
------ ------ ------
S>
Unrealized depreciation
from cost of marketable
equity securities $(1,115,141) $(1,475,663) $ (142,707)
Unrealized depreciation
from cost of non-marketable
equity securities (7,602,345) (13,302,304) (7,417,463)
---------- ---------- ---------
Unrealized depreciation
from cost at end of year (8,717,486) (14,777,967) (7,560,170)
Unrealized depreciation
from cost at beginning
of year (14,777,967) (7,560,170) (8,356,277)
---------- ---------- ---------
Net (increase) decrease in
unrealized depreciation
of equity investments $ 6,060,481 $(7,217,797) $ 796,107
========== ========== =========
7. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
2003 2002
------ ------
Balance, beginning of year $36,858 $ 86,920
Notes receivable written off (85,020) (5,446,528)
Increase in accrued interest 2,221 10,453
Net decrease in unrealized
depreciation of notes receivable 86,539 5,386,013
------ ---------
Balance, end of year $40,598 $ 36,858
====== =========
The interest rate on notes receivable at December 31, 2003, was 8.00
percent. All notes and accrued interest are due 2004.
8. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2003 and 2002, consisted of:
2003 2002
-------- --------
Demand accounts $ 299,797 $ 814,726
Money market accounts 4,504,543 935,258
--------- ---------
Total $4,804,340 $1,749,984
========= =========
9. Short-Term Borrowings
---------------------
In December 2001, the Partnership borrowed $1,200,000 from a commercial
financial institution and pledged $1,200,000 in cash as collateral for
the note. The 2001 note and accrued interest of $11,038 were repaid on
March 15, 2002.
10. Distributions
-------------
There was a $1,770,540 tax distribution to the General Partners during
2003.
11. Commitments and Contingencies
-----------------------------
The Partnership is a party to financial instruments with off-balance-
sheet risk in the normal course of its business. Generally, these
instruments are commitments for future equity fundings, venture capital
limited partnership investments, equipment financing commitments, or
accounts receivable lines of credit that are outstanding but not
currently fully utilized by a borrowing company. As they do not
represent current outstanding balances, these unfunded commitments are
properly not recognized in the financial statements. As of December 31,
2003 the Partnership had no such commitments.
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. On February 13, 2003,
the Partnership received $774,298, representing its proportionate share
of the settlement, plus accrued interest, less disputed legal fees. The
Partnership recognized the additional revenue and receivable of $107,631
at December 31, 2002. In March 2003, the law firm remitted an additional
amount of $193,830 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.
12. Financial Highlights
--------------------
For The Years Ended December 31,
-----------------------------------
2003 2002 2001
------ ------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $19.84 $35.55 $52.46
Loss from investment
operations:
Net investment loss (.48) (5.04) (5.03)
Net realized and unrealized
gain (loss) on investments .59 (14.40) (11.49)
----- ------ ------
Total from investment
operations .11 (19.44) (16.52)
----- ------ ------
Net asset value, end of period $19.95 $16.11 $ 35.94
===== ====== ======
Total return .55% (54.69)% (31.49)%
Ratios to average net assets:
Net investment (gain) loss (2.74)% (19.52)% (11.38)%
Expenses 35.68% 28.80% 14.00%
Pursuant to the Partnership Agreement, net profit shall be allocated
first to those Partners with deficit capital account balances until such
deficits have been eliminated. The net asset values shown above assume
the Partnership is in liquidation. Upon liquidation, the General
Partners would contribute capital equal to the amount of the Limited
Partners deficit. As of December 31, 2003, the General Partners have a
negative capital balance of $1,779,243. Upon liquidation, the General
Partners would not be required to contribute cash to the Partnership, as
the net asset value is greater than the General Partners' negative
capital balance. Net asset value has been calculated in accordance with
this provision of the Partnership Agreement.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: March 15, 2004 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of Technology Funding Inc.
and Managing General Partner of
Technology Funding Ltd.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:
Signature Capacity Date
--------- -------- ----
/s/Charles R. Kokesh President, Chief March 15, 2004
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial Officer
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
The above represents a majority of the Board of Directors of Technology
Funding Inc. and the General Partners of Technology Funding Ltd.
Technology Funding Venture Partners V, L.P. 4:48 PM 03/16/04
(a Delaware limited partnership)
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Technology Funding Venture Partners V, L.P.
(a Delaware limited partnership)