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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-82
TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P.
----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-3094910
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1107 Investment Blvd., Suite 180
El Dorado Hills, California 95762
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(916) 941-1400
-------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12B-2 of the Act). Yes No X
--- ---
No active market for the units of limited partnership interests ("Units")
exists, and therefore the market value of such Units cannot be determined.
Forward-Looking Statements
- --------------------------
The Private Securities Litigation Reform Act of 1995 (the Act) provides a
safe harbor for forward-looking statements made by or on behalf of the
Partnership. The Partnership and its representatives may from time to time
make written or oral statements that are "forward-looking," including
statements contained in this report and other filings with the Securities
and Exchange Commission, and reports to the Partnership's shareholders and
news releases. All statements that express expectations, estimates,
forecasts and projections are forward-looking statements within the meaning
of the Act. In addition, other written or oral statements, which
constitute forward-looking statements, may be made by or on behalf of the
Partnership. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "projects," "forecasts," "may," "should,"
variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions, which are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed or forecasted in
or suggested by such forward-looking statements. The Partnership
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
(unaudited)
March 31, December 31,
2004 2003
------------ ------------
ASSETS
Equity investments (cost of
$14,981,151 and $14,871,310 at
March 31, 2004, and December 31,
2003, respectively) $ 6,349,126 $ 6,153,824
Notes receivable, net (cost of
$102,569 and $101,494 at March 31,
2004, and December 31, 2003,
respectively) 41,028 40,598
---------- ----------
Total investments 6,390,154 6,194,422
Cash and cash equivalents 3,785,550 4,804,340
Prepaid expenses 258,623 278,316
Other receivable 248 117,734
Other assets 6,806 9,455
Due from related parties 75,662 --
---------- ----------
Total assets $10,517,043 $11,404,267
========== ==========
BALANCE SHEETS (unaudited) (continued)
- -------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 18,439 $ 41,510
Due to related parties -- 697,551
Other liabilities 3,000 --
---------- ----------
Total liabilities 21,439 739,061
Commitments and contingencies
(See Note 7)
Partners' capital
Limited Partners 13,181,209 13,349,116
(400,000 Units outstanding)
General Partners (2,685,605) (2,683,909)
---------- ----------
Total partners' capital 10,495,604 10,665,207
---------- ----------
Total liabilities and partners' capital $10,517,043 $11,404,267
========== ==========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or March 31, 2004 December 31, 2003
Industry Shares at ----------------- -----------------
(1) Investment March 31, Cost Fair Cost Fair
Company Position Date 2004 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.6% and 0.5% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
Celera Genomics Common
Group shares 2000 4,065 $ 141,000 $ 58,983 $ 141,000 $ 56,544
---------- --------- ---------- ---------
141,000 58,983 141,000 56,544
---------- --------- ---------- ---------
Biotechnology
- -------------
2.8% and 2.8% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
CellzDirect, Inc. Preferred 2002-
(a) (b) shares 2003 1,837,974 $ 710,001 284,000 710,001 284,000
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Applied
NeuroSolutions, Common
Inc. (a) shares 1993 31,057 250,000 9,006 250,000 9,317
---------- --------- ---------- ---------
960,001 293,006 960,001 293,317
---------- --------- ---------- ---------
Communications
- --------------
0.6% and 3.4% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
iVillage, Common 1996-
Inc. shares 2000 0 $ -- -- 301,403 297,538
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 0 0
---------- --------- ---------- ---------
1,059,652 66,619 1,361,055 364,157
---------- --------- ---------- ---------
Environmental
- -------------
0.0% and 0.0% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc.(a) shares 1999 1,806 $ 35,560 0 35,560 0
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
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
- -------------------
4.0% and 2.6% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
VenCore Solutions,
LLC (a) (b) LLC Units 2002 625,000 $ 625,000 250,000 625,000 250,000
VenCore Solutions,
LLC (a) (b) Bridge loan 2004 $150,000 150,000 150,000 -- --
VenCore Solutions,LLC Unit
LLC (a) (b) warrants
at $0.001;
expiring 2007 2002 62,500 0 24,975 0 24,975
---------- --------- ---------- ---------
775,000 424,975 625,000 274,975
---------- --------- ---------- ---------
Industrial/Business Automation
- ------------------------------
7.6% and 6.5% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
CheckTech
Financial
Corporation Common
(a) (b) units 2004 50,000 $ 50,000 20,000 -- --
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
CheckTech
Financial
Corporation Preferred
(a) (b) Shares 2004 200 000 200,000 80,000 -- --
Innergy Power
Corporation Preferred 1995-
(a) (b) shares 2002 890,006 2,727,035 522,574 2,727,035 522,574
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 0 0
Innergy Power
Corporation Convertible
(a) (b) note (2) 2001 $244,000 255,819 179,073 250,952 175,666
---------- --------- ---------- ---------
3,237,055 801,647 2,982,188 698,240
---------- --------- ---------- ---------
Information Technology
- ----------------------
2.1% and 2.1% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
KeyEye
Communications, Preferred
Inc. (a) (b) shares 2002 3,142,856 $ 550,000 220,000 550,000 220,000
---------- --------- ---------- ---------
550,000 220,000 550,000 220,000
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Medical
- -------
41.9% and 39.0% at March 31, 2004, and December 31, 2003, respectively
- ----------------------------------------------------------------------
Acusphere, Inc. Common 1995-
(a) shares 2003 181,683 $1,725,608 1,441,200 1,725,608 1,196,385
Atherotech, Preferred 2000-
Inc. (a) (b) shares 2002 1,055,372 2,724,822 1,882,784 2,724,822 1,882,784
CareCentric.
Solutions, Common
Inc. shares 1999 25,810 206,718 2,088 206,718 1,960
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 91,044 163,874 100,001
Impres Medical, Preferred
Inc.(a) (b) shares 2002 1,071,429 742,500 300,000 742,500 300,000
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 315,344 330,270 132,108 323,893 129,558
Physiometrix, Common 1996-
Inc. shares 2000 139,769 285,023 230,621 285,023 307,492
Sanarus Medical, Preferred
Inc.(a) (b) shares 1999 260,000 390,000 179,920 390,000 179,920
Valentis, Inc. Common 1994-
shares 2002 23,866 908,970 140,079 908,970 64,439
---------- --------- ---------- ---------
7,485,285 4,399,844 7,478,908 4,162,539
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
0.8% and 0.8% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
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 11,998
O,W&W Pacrim Ltd.
Investments Partnership
Limited (a) interests various $400 1,000 500 1,000 500
Spectrum Equity Ltd.
Investors, Partnership
L.P.(a) interests various $500,000 398,082 9,429 398,082 9,429
Trinity Ventures Ltd.
IV, L.P. (a) Partnership
interests various $175,006 47,814 23,907 47,814 23,907
---------- --------- ---------- ---------
735,792 84,052 735,792 84,052
---------- --------- ---------- ---------
Total equity investments 60.4% and 57.7% at
March 31, 2004, and December 31, 2003,
respectively 14,981,151 6,349,126 14,871,310 6,153,824
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Notes Receivable, Net
- ---------------------
Capital Valley Secured note,
Ventures 4.28% 2003 $100,794 102,569 41,028 101,494 40,598
---------- --------- ---------- ---------
Total notes receivable 0.4% and 0.4% at
March 31, 2004, and December 31, 2003, ---------- --------- ---------- ---------
respectively 102,569 41,028 101,494 40,598
---------- --------- ---------- ---------
Total investments - 60.9% and 58.1% at
March 31, 2004, and December 31, 2003,
respectively $15,083,720 $6,390,154 $14,972,804 $6,194,422
========== ========= ========== =========
Legend and footnotes:
- -- No investment held at end of period.
0 Investment active with a carrying value or fair value of zero.
(a) Equity security acquired in a private placement transaction; resale
may be subject to certain selling restrictions.
(b) Portfolio company is an affiliate of the Partnership; resale may be
subject to certain selling restrictions.
(1) Represents the total fair value of a particular industry segment as
a percentage of partners' capital at 03/31/04 and 12/31/03.
(2) The Partnership has no income-producing equity investments except
for convertible notes, which include accrued interest. Interest
rates on such notes range from 8.0 percent to 8.25 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
For the Three Months Ended March 31,
-----------------------------------
2004 2003
--------- ---------
Investment income:
Notes receivable interest $ 12,319 $ 23,935
Short-term interest income 6,804 2,547
------- ---------
Total investment income 19,123 26,482
Investment expenses:
Management fees 25,866 24,848
Individual General Partners' compensation 10,625 10,000
Investment operations 219,955 216,461
Administrative and investor services 433,027 823,650
Professional fees 20,529 88,899
Computer services 29,554 27,650
Interest expense 7 --
------- ---------
Total investment expenses 739,563 1,191,508
------- ---------
Net investment loss (720,440) (1,165,026)
------- ---------
Realized loss from investment
write-offs -- (5,149,494)
Net realized gain from sales
of equity investments 243,510 --
Realized gain from recovery of
investments previously written off 222,513 --
------- ---------
Net realized income (loss) 466,023 (5,149,494)
------- ---------
Decrease (increase) in unrealized
depreciation:
Equity investments 85,461 4,823,596
Notes receivable (645) (5,204)
------- ---------
Net decrease in unrealized
depreciation 84,816 4,818,392
------- ---------
STATEMENTS OF OPERATIONS (unaudited) (continued)
- -----------------------------------------------
Other income -- 193,830
------- ---------
Net decrease in partners'
capital resulting from operations $(169,601) $(1,302,298)
======= =========
Net decrease in partners'
capital resulting from operations
per Unit $ (.42) $ (3.22)
======= =========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Three Months Ended March 31,
------------------------------------
2004 2003
--------- ---------
Net decrease in partners'
capital resulting from operations $ (169,601) $(1,302,298)
Adjustments to reconcile net
decrease in partners' capital
resulting from operations
to net cash used by operating
activities:
Net realized gain from sales
of equity investments (243,510) --
Realized gain from recovery of
investment previously written off (222,513) --
Realized loss from investment
write-offs -- 5,149,494
Net decrease in unrealized
Depreciation of equity investments (85,461) (4,823,596)
Net change in operating assets and
liabilities:
Unrealized depreciation of
notes receivable 645 5,204
Accrued interest on notes
receivable (12,319) (23,935)
Other receivables 117,486 580,468
Prepaid expenses 19,693 19,695
Accounts payable
and accrued expenses (23,071) (4,781)
Due to/from related parties, net (773,214) 118,254
Other changes, net 5,649 192,405
--------- ---------
Net cash used by operating activities (1,386,216) (89,090)
--------- ---------
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
Cash flows from investing activities:
Proceeds from sales of equity
investments 544,913 --
Purchase of equity investments (400,000) --
Proceeds from recovery of investments
previously written off 222,513 --
--------- ---------
Net cash provided by investing
activities 367,426 --
--------- ---------
Net decrease in cash and
cash equivalents (1,018,790) (89,090)
Cash and cash equivalents at
beginning of year 4,804,340 1,749,984
--------- ---------
Cash and cash equivalents
at March 31 $3,785,550 $ 1,660,894
========= =========
See accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS (unaudited)
- ----------------------------------------
1. Interim Financial Statements
----------------------------
The accompanying unaudited financial statements included herein have been
prepared in accordance with the requirements of Form 10-Q and, therefore,
do not include all information and footnotes, which would be presented,
were such financial statements prepared in accordance with generally
accepted accounting principles in the United States of America. These
statements should be read in conjunction with the Annual Report on Form 10-
K for the year ended December 31, 2003. In the opinion of the Managing
General Partners, the accompanying interim financial statements reflect all
adjustments necessary for the fair presentation of the financial position,
results of operations, and cash flows for the interim periods presented.
Allocation of income and loss to Limited and General Partners is based on
cumulative income and loss. Adjustments, if any, are reflected in the
current quarter balances. The results of operations for such interim
periods are not necessarily indicative of results of operations to be
expected for the full year.
2. Provision for Income Taxes
--------------------------
No provision for income taxes has been made by the Partnership, as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States of America, which may
not equate to tax accounting. The cost of investments on a tax basis at
March 31, 2004, and December 31, 2003, was $15,445,168 and $15,338,777,
respectively. At March 31, 2004, and December 31, 2003, gross unrealized
depreciation on investments based on cost for federal income tax purposes
was as follows:
March 31, December 31,
2004 2003
----------- -----------
Unrealized appreciation $ 58,043 $ 182,963
Unrealized depreciation (8,794,897) (9,132,984)
--------- ---------
Net unrealized depreciation $(8,736,854) $(8,950,021)
========= =========
New Accounting Pronouncements
- -----------------------------
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 the
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.
3. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Operations. Related party costs for the three months ended
March 31, 2004 and 2003, were as follows:
2004 2003
-------- --------
Management fees $ 25,866 $ 24,848
Reimbursable operating expenses 409,843 1,004,619
Individual General Partners' compensation 10,625 10,000
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. Certain reimbursable
expenses have been accrued based upon interim estimates prepared by the
Managing General Partners and are adjusted to actual cost periodically.
There was $75,662 due from related parties at March 31, 2004, and $618,929
due to related parties at December 31, 2003, respectively, for such
reimbursable expenses.
Management fees due to the Managing General Partners were $1,551 and
$78,622 at March 31, 2004, and December 31, 2003, respectively, which are
included in due to related parties.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of portfolio
companies. It is the Managing General Partners' policy that all such
compensation be transferred to the investing partnerships. If the options
are non-transferable, they are not recorded as an asset of the Partnership.
Any profit from the exercise of such options will be transferred if and
when the options are exercised and the underlying stock is sold by the
officers. Any such profit is allocated amongst the Partnership and
affiliated partnerships based upon their proportionate investments in the
portfolio company. At March 31, 2003, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Endocare, Inc.,
Sanarus Medical, Inc. and Physiometrix, Inc. options with a fair value of
$4,990.
Retention bonuses were offered to and accepted by key employees of the
Managing General Partners in late 2002. The bonuses, incremented by annual
salary increases, will be paid to those individuals who are still full-time
employees of the Managing General Partners in April 2007. The expense for
the bonus is recognized ratably over the beneficial period, October 2002 to
April 2007. As of March 31, 2004, the Partnership has recognized expense
of $19,693. Upon the resignation of personnel, no adjustment to the
retention bonus amount previously paid by the Partnership to the Managing
General Partners shall occur until a replacement person is hired.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
At March 31, 2004, and December 31, 2003, marketable equity securities had
aggregate costs of $1,541,711 and $1,843,114, respectively, and aggregate
market values of $429,330 and $727,973, respectively. The net unrealized
losses at March 31, 2004, and December 31, 2003, included gross gains of
$17,940 and $102,754, respectively.
Restricted Securities
- ---------------------
At March 31, 2004, and December 31, 2003, restricted securities had
aggregate costs of $13,439,440 and $13,028,196, respectively, and aggregate
fair values of $5,919,796 and $5,425,851, respectively, representing 56.3
percent and 47.5 percent, respectively, of the net assets of the
Partnership.
Significant purchases, sales and write-offs of equity investments during
the quarter ended March 31, 2004, are as follows:
CheckTech Financial Corporation
- -------------------------------
In February 2004, the Partnership purchased 50,000 common Units at a cost
of $50,000 and 200,000 Series A Preferred shares at a cost of $200,000.
iVillage, Inc.
- --------------
The Partnership sold its entire investment in the company for proceeds of
$544,913, realizing a gain of $243,510.
RedCell, Inc. (subsequently ConjuChem, Inc.)
- --------------------------------------------
The Partnership received $222,513 for payment of notes receivable from the
company that had been written off in 1998. The payment was recorded as a
realized gain. Prior to 1998, RedCell was acquired by another company, and
the new entity was renamed ConjuChem, Inc. However, the notes receivable
remained in RedCell's name. In February 2004, the remaining RedCell entity
sold ConjuChem shares it had acquired in the acquisition to repay its
remaining notes in full.
VenCore Solutions, LLC
- ----------------------
In March 2004, the Partnership issued a $150,000 Convertible Unsecured
Notes Receivable with an interest rate of 10%. The note is due in October
2004.
Other Equity Investments
- ------------------------
Other significant changes reflected in the Statements of Investments relate
to market value fluctuations for publicly traded portfolio companies or
changes in the fair value of private companies as determined in accordance
with the policy described in Note 1 to the financial statements included in
the Partnership's December 31, 2003, Form 10-K.
5. Notes Receivable
----------------
Activity from January 1 through March 31 consisted of:
2004 2003
-------- --------
Balance at January 1 $40,598 $36,858
Change in interest receivable 1,075 6,507
Net change in unrealized depreciation
of notes receivable (645) (5,204)
------ ------
Balance at March 31 $41,028 $38,161
====== ======
The interest rate on the note receivable at March 31, 2004, was 4.28
percent. The note is due in October 2004.
6. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at March 31, 2004, and December 31, 2003,
consisted of:
2004 2003
-------- --------
Demand accounts $ 624,268 $ 299,797
Money market accounts 3,161,282 4,504,543
--------- ---------
Total $3,785,550 $4,804,340
========= =========
7. Commitments and Contingencies
-----------------------------
From time to time, the Partnership is a party to financial instruments with
off-balance-sheet risk in the normal course of its business. Generally,
these instruments are commitments for future equity fundings, venture
capital limited partnership investments, equipment financing commitments,
or accounts receivable lines of credit that are outstanding but not
currently fully utilized. As they do not represent current outstanding
balances, these unfunded commitments are not recognized in the financial
statements. At March 31, 2004, the Partnership had unfunded equity
commitments of $447,475.
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.
8. Financial Highlights
--------------------
For The Three Months Ended March 31,
-----------------------------------
2004 2003
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $19.93 $16.04
Loss from investment
operations:
Net investment loss (1.79) (2.40)
Net realized and unrealized
(loss) gain on investments 1.38 (0.82)
----- -----
Total from investment
operations (0.41) (3.22)
----- -----
Net asset value, end of period $19.52 $12.82
===== =====
Total return (2.04)% (20.09)%
Ratios to average net assets:
Net investment loss (9.04)% (16.66)%
Expenses 9.37% 20.64%
Pursuant to the Partnership Agreement, net profit shall be allocated first
to those Partners with deficit capital account balances until such deficits
have been eliminated. The net asset values shown above assume the
Partnership is in liquidation. Upon liquidation, the General Partners
would contribute capital equal to the amount of the Limited Partners'
deficit. As of March 31, 2004 and December 31, 2003, the General Partners
had a negative capital balance of $2,685,605 and $2,683,909, respectively.
Upon liquidation, the General Partners would not be required to contribute
cash to the Partnership, as the net asset value is greater than the General
Partners' negative capital balance. Net asset value has been calculated in
accordance with this provision of the Partnership Agreement.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership operates as a business development company under the
Investment Company Act of 1940 and makes venture capital investments in new
and developing companies. The Partnership's financial condition is
dependent upon the success of the portfolio companies. There is no ready
market for many of the Partnership's investments. It is possible that some
of its venture capital investments may be a complete loss or may be
unprofitable and that others will appear likely to become successful, but
may never realize their potential. The valuation of the Partnership's
investments in securities for which there are no available market quotes is
subject to the estimate of the Managing General Partners in accordance with
the valuation guidance described in Note 1 to the financial statements
included in the Partnership's December 31, 2003, Form 10-K. In the absence
of readily obtainable market values, the estimated fair value of the
Partnership's investments may differ significantly from the values that
would have been used had a ready market existed.
During the three months ended March 31, 2004, net cash used by operating
activities totaled $1,386,216. The Partnership paid management fees of
$106,039 to the Managing General Partners and reimbursed related parties
for other investment expenses of $1,097,235. In addition, $10,625 was paid
to the Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $296,607. The Partnership
received interest income of $6,804.
During the three months ended March 31, 2004, the Partnership funded equity
investments of $400,000. At March 31, 2004, the Partnership had
commitments to fund additional investments totaling $447,475.
Cash and cash equivalents at March 31, 2004, were $3,785,550. Cash
reserves, interest income on short-term investments and future proceeds
from investment sales are expected to be adequate to fund Partnership
operations through the next twelve months.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net decrease in partners' capital resulting from operations was $169,601
for the three months ended March 31, 2004, compared to a net decrease in
partners' capital resulting from operations of $1,302,298 for the same
period in 2003.
During the quarter ended March 31, 2004, there were no write-offs. During
the same period in 2003, the Partnership wrote off its investments in
Pherin Pharmaceuticals, Inc., Prolinx, Inc. and Resolution Sciences
Corporation. These totaled $200,000, $3,761,101 and $1,188,393,
respectively.
Net unrealized depreciation on equity investments was $8,632,085 and
$8,717,486 at March 31, 2004, and December 31, 2003, respectively. During
the quarter ended March 31, 2004, the Partnership recorded a decrease in
net unrealized depreciation on equity investments of $85,461, compared to a
decrease in unrealized depreciation of $4,823,596 during 2003. The
decrease in depreciation in 2004 was primarily attributable to the publicly
traded price of Acusphere, Inc. The change in 2003 was primarily
attributable to the write-off of the Partnership's investments in Pherin
Pharmaceuticals, Inc., Prolinx, Inc. and Resolution Sciences Corporation.
Other income of $0 and $193,830 was recognized during the quarter ended
March 31, 2004 and 2003, respectively.
Total investment expenses were $739,563 for the quarter ended March 31,
2004, compared to $1,191,508 for the same period in 2003. Decreased
professional fees related to expenses related to a legal proceeding which
was partially offset by decreased management fees and computer service
costs.
Net unrealized depreciation on notes receivable was $61,541 and $60,896 at
March 31, 2004, and December 31, 2003, respectively. During the quarter
ended March 31, 2004, there was an increase in unrealized depreciation of
notes receivable of $645. During the same period in 2003, the Partnership
recorded an increase in unrealized depreciation of $5,204.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Item 4. Controls and Procedures
The undersigned is responsible for establishing and maintaining disclosure
controls and procedures for Technology Funding Venture Partners V, An
Aggressive Growth Fund, L.P. Such officer has concluded (based upon his
evaluation of these controls and procedures as of a date within 90 days of
the filing of this report) that Technology Funding Venture Partners V, An
Aggressive Growth Fund, L.P.'s disclosure controls and procedures are
effective to ensure that information required to be disclosed by Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P. in this report
is accumulated and communicated to Technology Funding Venture Partners V,
An Aggressive Growth Fund, L.P.'s management, including its principal
executive officers as appropriate, to allow timely decisions regarding
required disclosure.
The certifying officer also has indicated that there were no significant
changes in Technology Funding Venture Partners V, An Aggressive Growth
Fund, L.P.'s internal controls or other factors that could significantly
affect such controls subsequent to the date of their evaluation other than
changes needed to maintain adequate separation of duties and
responsibilities of personnel in the ordinary course of business, and there
were no corrective actions with regard to significant deficiencies and
material weaknesses.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed by the Partnership during the
quarter ended March 31, 2004.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: May 13, 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.
Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.
(a Delaware limited partnership)
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