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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 June 30, 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)
June 30, December 31,
2004 2003
----------- ------------
ASSETS
Equity investments (cost of
$14,814,171 and $14,871,310 at
June 30, 2004, and December 31,
003, respectively) $ 6,592,804 $ 6,153,824
Notes receivable, net (cost of
$103,645 and $101,494 at June 30,
2004, and December 31, 2003,
respectively) 41,458 40,598
---------- ----------
Total investments 6,634,262 6,194,422
Cash and cash equivalents 511,007 4,804,340
Prepaid expenses 238,931 278,316
Other receivable -- 117,734
Due from related parties, net 1,148,288 --
Other assets 3,970 9,455
---------- ----------
Total assets $ 8,536,458 $11,404,267
========== ==========
BALANCE SHEETS (unaudited) (continued)
- -------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 4,106 $ 41,510
Due to related parties -- 697,551
Other liabilities 13,768 --
---------- ----------
Total liabilities 17,874 739,061
Commitments and contingencies
(See Note 8)
Partners' capital
Limited Partners 11,223,959 13,349,116
(400,000 Units outstanding)
General Partners (2,705,375) (2,683,909)
---------- ----------
Total partners' capital 8,518,584 10,665,207
---------- ----------
Total liabilities and partners' capital $ 8,536,458 $11,404,267
========== ==========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or June 30, 2004 December 31, 2003
Industry Shares at ----------------- -----------------
(1) Investment June 30, Cost Fair Cost Fair
Company Position Date 2004 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.5% and 0.5% at June 30, 2004, and December 31, 2003, respectively
- -------------------------------------------------------------------
Celera Genomics Common
Group shares 2000 4,065 $ 141,000 $ 46,788 $ 141,000 $ 56,544
---------- --------- ---------- ---------
141,000 46,788 141,000 56,544
---------- --------- ---------- ---------
Biotechnology
- -------------
3.4% and 2.8% at June 30, 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 6,522 250,000 9,317
---------- --------- ---------- ---------
960,001 290,522 960,001 293,317
---------- --------- ---------- ---------
Communications
- --------------
1.5% and 3.4% at June 30, 2004, and December 31, 2003, respectively
- -------------------------------------------------------------------
iVillage Common 1996-
Inc. shares 2004 20,000 $ 110,776 127,000 301,403 297,538
WorldRes.com, Common 1997-
Inc. (a) (b) shares 2001 0 0 0 1,059,652 66,619
WorldRes.com, Convertible
Inc. (a) (b) note (2) 2002 0 0 0 0 0
---------- --------- ---------- ---------
110,776 127,000 1,361,055 364,157
---------- --------- ---------- ---------
Environmental
- -------------
0.0% and 0.0% at June 30, 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
- -------------------
5.2% and 2.6% at June 30, 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 $150,000 153,792 153,792 -- --
VenCore Solutions,LLC Unit
LLC (a) (b) warrants
at $0.001;
expiring 2007 2002 62,500 0 24,975 0 24,975
VenCore Solutions,LLC Unit
LLC (a) (b) warrants
at $0.001;
expiring 2009 2004 45,000 0 17,982 -- --
---------- --------- ---------- ---------
778,792 446,749 625,000 274,975
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Industrial/Business Automation
- ------------------------------
9.2% and 6.5% at June 30, 2004, and December 31, 2003, respectively
- -------------------------------------------------------------------
CheckTech
Financial
Corporation Common
(a) (b) units 2004 50,000 $ 50,000 20,000 -- --
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 $244,000 232,390 162,673 250,952 175,666
---------- --------- ---------- ---------
3,213,626 785,247 2,982,188 698,240
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Information Technology
- ----------------------
4.4% and 2.1% at June 30, 2004, and December 31, 2003, respectively
- -------------------------------------------------------------------
KeyEye
Communications, Preferred 2002-
Inc. (a) (b) shares 2004 5,366,165 $ 1,050,000 375,632 550,000 220,000
---------- --------- ---------- ---------
1,050,000 375,632 550,000 220,000
---------- --------- ---------- ---------
Medical
- -------
46.4% and 39.0% at June 30, 2004, and December 31, 2003, respectively
- ---------------------------------------------------------------------
Acusphere, Inc. Common 1995-
(a) shares 2003 181,683 $1,725,608 1,162,771 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 1,936 206,718 1,960
Endocare, Inc. Common 1996-
(b) shares 2004 51,114 167,999 64,122 163,874 100,001
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
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Impres Medical, Unsecured
Inc.(a) (b) note (2) 2003 315,344 336,648 134,660 323,893 129,558
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 0 -- -- 908,970 64,439
---------- --------- ---------- ---------
6,586,818 3,956,814 7,478,908 4,162,539
---------- --------- ---------- ---------
Retail/Consumer Products
- ------------------------
5.6% and 0.0% at June 30, 2004, and December 31, 2003, respectively
- ---------------------------------------------------------------------
Dakota Arms Preferred
Inc. (a) (b) shares 2004 1,000,000 1,000,000 400,000 -- --
Dakota Holdings LLC
LLC (a) (b) units 2004 200,000 200,000 80,000 -- --
---------- --------- ---------- ---------
1,200,000 480,000 -- --
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
1.0% and 0.8% at June 30, 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 - 77.4% and 57.7% at
June 30, 2004, and December 31, 2003,
respectively 14,814,171 6,592,804 14,871,310 6,153,824
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Notes Receivable, Net
- ---------------------
Capital Valley Secured note,
Ventures 4.28% 2003 $100,794 103,645 41,458 101,494 40,598
---------- --------- ---------- ---------
Total notes receivable 0.5% and 0.4% at
June 30, 2004, and December 31, 2003, ---------- --------- ---------- ---------
respectively 103,645 41,458 101,494 40,598
---------- --------- ---------- ---------
Total investments 77.9% and 58.1% at
June 30, 2004, and December 31, 2003,
respectively $14,917,816 $6,634,262 $14,972,804 $6,194,422
========== ========= ========== =========
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 06/30/04 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 10.0 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------ ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Investment income:
Notes receivable interest $ 16,003 $ 33,504 $ 28,322 $ 57,439
Short-term interest income 3,341 2,470 10,145 5,017
--------- --------- --------- ---------
Total investment income 19,344 35,974 38,467 62,456
Investment expenses:
Management fees 25,113 21,881 50,979 46,729
Individual General Partners' compensation 13,000 10,003 23,625 20,003
Investment operations 84,894 76,677 304,849 293,138
Administrative and investor services 325,764 392,693 758,791 1,216,343
Professional fees 22,195 42,289 42,724 131,188
Computer services 94,677 31,855 124,231 59,505
Interest expense 10 -- 17 --
--------- --------- --------- ---------
Total investment expenses 565,653 575,398 1,305,216 1,766,906
--------- --------- --------- ---------
Net investment loss (546,309) (539,424) (1,266,749) (1,704,450)
--------- --------- --------- ---------
STATEMENTS OF OPERATIONS (unaudited)(continued)
- ----------------------------------------------
Realized loss from investment
write-offs (1,059,653) -- (1,059,653) (5,149,494)
Realized gain from dissenters' rights
action -- 2,353,809 -- 2,353,809
Net realized loss from sales
of equity investments, net (781,071) -- (537,561) --
Realized gain from recovery of
investments previously written off -- -- 222,513 --
Realized gain from venture capital
limited partnership investments -- 113,263 -- 113,263
--------- --------- --------- ---------
Net realized (loss) income (1,840,724) 2,467,072 (1,374,701) (2,682,422)
--------- --------- --------- ---------
Decrease (increase) in unrealized
depreciation:
Equity investments 410,658 (993,624) 496,119 3,829,972
Notes receivable (646) 1,077 (1,291) (4,127)
--------- --------- --------- ---------
Net decrease (increase) in
unrealized depreciation 410,012 (992,547) 494,828 3,825,845
--------- --------- --------- ---------
Other income -- -- -- 193,830
--------- --------- --------- ---------
Net (decrease) increase in partners'
capital resulting from operations $(1,977,021) $ 935,101 $(2,146,622) $ (367,197)
========= ========= ========= =========
Net (decrease) increase in partners'
capital resulting from operations
per Unit $ (4.89) $ 2.31 $ (5.31) $ (0.91)
========= ========= ========= =========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Six Months Ended June 30,
------------------------------------
2004 2003
--------- ---------
Net decrease in partners'
capital resulting from operations $(2,146,622) $ (367,197)
Adjustments to reconcile net
decrease in partners' capital
resulting from operations
to net cash used by operating
activities:
Net realized loss from sales
of equity investments 537,561 --
Realized gain from recovery of
investment previously written off (222,513) --
Realized gain from venture capital
limited partnership investments -- (113,263)
Realized loss from investment
write-offs 1,059,653 5,149,494
Realized gain from dissenters'
rights action -- (2,353,809)
Net decrease in unrealized
depreciation of equity investments (496,119) (3,829,972)
Net change in operating assets and
liabilities:
Unrealized depreciation of
notes receivable 1,291 4,127
Accrued interest on notes
receivable (135) (49,515)
Other receivable (1,083,191) 758,057
Prepaid expenses 39,385 39,390
Accounts payable
and accrued expenses (37,404) (7,319)
Due to/from related parties, net (644,914) 126,723
Other changes, net 19,253 194,315
--------- ---------
Net cash used by operating activities (2,973,755) (448,969)
--------- ---------
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
Cash flows from investing activities:
Proceeds from sales of equity
investments 672,810 --
Distributions from venture capital
limited partnership investments -- 113,263
Purchase of equity investments (2,214,901) (681,889)
Proceeds from recovery of investments
previously written off 222,513 --
--------- ---------
Net cash used by investing
activities (1,319,578) (568,626)
--------- ---------
Net decrease in cash and
cash equivalents (4,293,333) (1,017,595)
Cash and cash equivalents at
beginning of year 4,804,340 1,749,984
--------- ---------
Cash and cash equivalents
at June 30 $ 511,007 $ 732,389
========= =========
Supplemental Schedule of Non-Cash Activities:
Conversion of equity investments to
other receivables resulting from
dissenters' rights action $ -- $2,910,308
========= =========
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
June 30, 2004, and December 31, 2003, was $14,084,130 and $15,338,777,
respectively. At June 30, 2004, and December 31, 2003, gross unrealized
depreciation on investments based on cost for federal income tax purposes
was as follows:
June 30, December 31,
2004 2003
----------- -----------
Unrealized appreciation $ 85,760 $ 182,963
Unrealized depreciation (7,677,419) (9,132,984)
--------- ---------
Net unrealized depreciation $(7,591,659) $(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 six months ended
June 30, 2004 and 2003, were as follows:
2004 2003
-------- --------
Management fees $ 50,979 $ 46,729
Reimbursable operating expenses 671,422 1,510,958
Individual General Partners' compensation 23,625 20,003
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 $52,637 due to related parties at June 30, 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 $8,371 and
$78,622 at June 30, 2004, and December 31, 2003, respectively, which are
included in due from related parties, net.
As of June 30, 2004 and December 31, 2003, the Partnership has a due from
related party receivable of $1,200,926 and $0, respectively, related to its
investment in Dakota Holdings, LLC. The Partnership has advanced funds to
the company for operations. It is the Managing General Partners'
expectation that this receivable will be converted into additional equity
investments in Dakota Holdings.
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 June 30, 2004, 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
$3,869.
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 June 30, 2004, the Partnership has recognized expense of
$118,162. 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 June 30, 2004, and December 31, 2003, marketable equity securities had
aggregate costs of $3,267,325 and $1,843,114, respectively, and aggregate
market values of $1,592,101 and $727,973, respectively. The net unrealized
losses at June 30, 2004, and December 31, 2003, included gross gains of
$17,940 and $102,754, respectively.
Restricted Securities
- ---------------------
At June 30, 2004, and December 31, 2003, restricted securities had
aggregate costs of $11,546,846 and $13,028,196, respectively, and aggregate
fair values of $5,000,703 and $5,425,851, respectively, representing 58.2
percent and 47.5 percent, respectively, of the total assets of the
Partnership.
Significant purchases, sales and write-offs of equity investments during
the quarter ended June 30, 2004, are as follows:
Dakota Arms, Inc.
- -----------------
In April 2004, the Partnership purchased 1,000,000 shares of Series B
Preferred at a cost of $1,000,000.
Dakota Holdings, LLC
- --------------------
In June 2004, the Partnership purchased 200,000 LLC Units at a cost of
$200,000.
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.
Endocare, Inc.
- --------------
In May 2004, the Partnership exercised a common stock warrant and purchased
1,350 common shares at a cost of $4,125.
iVillage Inc.
- -------------
In March 2004, the Partnership sold its entire investment in the company
for proceeds of $544,913, realizing a gain of $243,510. In May 2004, the
Partnership repurchased 20,000 common shares at a cost of $110,776.
KeyEye Communications, Inc.
- ---------------------------
In May 2004, the Partnership purchased 2,223,309 Series B Preferred shares
at a cost of $500,000.
RedCell, Inc. (subsequently ConjuChem, Inc.)
- --------------------------------------------
In February 2004, 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. In conjunction with the Notes Receivable purchase, a Series A
Warrant was also issued.
WorldRes.com, Inc.
- ------------------
In June 2004, the Partnership wrote off its entire investment in
WorldRes.com for a realized loss of $1,059,653. In 2003, WorldRes.com and
three large European hotel chains created a joint venture, WorldRes Europe,
to market European hotels online. WorldRes.com and WorldRes Europe are in
the process of selling the consumer Web site, PlacestoStay.com, and most of
the company's operations will now be based in Europe. Proceeds from the
transaction are expected to be used to restructure the company and pay its
vendors and existing noteholders. The Partnership expects no return in its
investment.
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. Subsequent Events
-----------------
In August, 2004 the Partnership sold 42,058 shares of Acusphere Inc., for
total gross proceeds of $254,602, with an expected realized gain of
$43,639.
6. Notes Receivable
----------------
Activity from January 1 through June 30 consisted of:
2004 2003
-------- --------
Balance at January 1 $40,598 $36,858
Change in interest receivable 2,151 5,160
Net change in unrealized depreciation
of notes receivable (1,291) (4,127)
------ ------
Balance at June 30 $41,458 $37,891
====== ======
The interest rate on the note receivable at June 30, 2004, was 4.28
percent. The note is due in October 2004.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at June 30, 2004, and December 31, 2003,
consisted of:
2004 2003
-------- --------
Demand accounts $ 297,372 $ 299,797
Money market accounts 213,635 4,504,543
--------- ---------
Total $ 511,007 $4,804,340
========= =========
8. Commitments and Contingencies
-----------------------------
From time to time, the Partnership is a party to financial instruments with
off-balance-sheet risk in the normal course of its business. Generally,
these instruments are commitments for future equity fundings, venture
capital limited partnership investments, equipment financing commitments,
or accounts receivable lines of credit that are outstanding but not
currently fully utilized. As they do not represent current outstanding
balances, these unfunded commitments are not recognized in the financial
statements. At June 30, 2004, the Partnership had unfunded equity
commitments of $501,250.
From time to time, the Partnership is subject to routine litigation
incidental to the business of the Partnership. Although there can be no
assurances as to the ultimate disposition of these matters and the
proceeding disclosed above, it is the opinion of the Managing General
Partners, based upon the information available at this time, that the
expected outcome of these matters, individually or in the aggregate, will
not have a material adverse effect on the results of operations and
financial condition of the Partnership.
9. Financial Highlights
--------------------
For The Six Months Ended June 30,
-----------------------------------
2004 2003
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $19.86 $16.09
Loss from investment operations:
Net investment loss (3.14) (4.22)
Net realized and unrealized
(loss) gain on investments (2.19) 3.31
----- -----
Total from investment
operations (5.33) (0.91)
----- -----
Net asset value, end of period $14.53 $15.18
===== =====
Total return (26.29)% (5.65)%
Ratios to average net assets:
Net investment loss (18.23)% (26.98)%
Expenses 18.98% 28.25%
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 June 30, 2004 and 2003, the General Partners had a negative
capital balance of $2,705,375 and $3,434,912, 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 six months ended June 30, 2004, net cash used by operating
activities totaled $2,973,755. The Partnership paid management fees of
$121,230 to the Managing General Partners and reimbursed related parties
for other investment expenses of $2,310,023. In addition, $23,625 was paid
to the Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $557,210. The Partnership
received interest income of $38,333.
During the six months ended June 30, 2004, the Partnership funded equity
investments of $2,214,901. At June 30, 2004, the Partnership had
commitments to fund additional investments totaling $501,250.
Cash and cash equivalents at June 30, 2004, were $511,007. Cash reserves,
interest income on short-term investments and future proceeds from
investment sales are expected to be adequate to fund Partnership operations
through the next twelve months.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net decrease in partners' capital resulting from operations was $1,977,021
for the quarter ended June 30, 2004, compared to a net increase in
partners' capital resulting from operations of $935,101 for the same period
in 2003.
During the quarter ending June 30, 2003, the Partnership recorded a gain of
$2,353,809 as a result of filing dissenters' rights. In January 2003,
Tessera, Inc., closed a corporate reorganization under which Tessera, Inc.,
became a wholly owned subsidiary of Tessera Technologies. The
reorganization was intended to position the company for an initial public
offering when favorable market conditions return. The dissenters' rights
provision of the California General Corporation Law allows any shareholder
who does not wish to accept the consideration offered through a merger to
have the "fair market value" of the investment determined by a state court.
The Partnership filed a Summons and Complaint claiming dissenters' rights
against Tessera in May 2003. As a result, the Partnership recorded a
receivable of $2,910,308, representing the $556,499 cost of the investment
and the gain of $2,353,809. There were no similar gains recorded during the
quarter ending June 30, 2004.
Net unrealized depreciation on equity investments was $8,221,367 and
$8,717,486 at June 30, 2004, and December 31, 2003, respectively. During
the quarter ended June 30, 2004, and June 30, 2003, the Partnership
recorded decreases in net unrealized depreciation on equity investments of
$410,658 and $993,624, respectively. The decrease in depreciation in 2004
was primarily attributable to the write-off of WorldRes.com 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.
Total investment expenses were $565,653 for the quarter ended June 30,
2004, compared to $575,398 for the same period in 2003. Decreased
administrative and investor services related to a investment monitoring
which was partially offset by increased management fees and computer
service costs.
Net unrealized depreciation on notes receivable was $62,187 and $60,896 at
June 30, 2004, and December 31, 2003, respectively. During the quarter
ended June 30, 2004, there was an increase in unrealized depreciation of
notes receivable of $646. During the same period in 2003, the Partnership
recorded an decrease in unrealized depreciation of $1,077.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Current six months compared to corresponding six months in the preceding
- ------------------------------------------------------------------------
year
- ----
Net decrease in partners' capital resulting from operations was $2,146,622
for the six months ended June 30, 2004, compared to a net decrease in
partners' capital resulting from operations of $367,197 for the same period
in 2003.
During the six months ended June 30, 2003, the Partnership wrote off its
investments in Pherin Pharmaceuticals, Inc., Prolinx, Inc. and Resolution
Sciences Corporation. These totaled $200,000, $3,761,101 and $1,188,393,
respectively. During the same period in 2004, the Partnership wrote off its
investment in WorldRes.com, Inc., that totaled $1,059,653.
During the six months ending June 30, 2003, the Partnership recorded a gain
of $2,353,809 as a result of filing dissenters' rights. In January 2003,
Tessera, Inc., closed a corporate reorganization under which Tessera, Inc.,
became a wholly owned subsidiary of Tessera Technologies. The
reorganization was intended to position the company for an initial public
offering when favorable market conditions return. The dissenters' rights
provision of the California General Corporation Law allows any shareholder
who does not wish to accept the consideration offered through a merger to
have the "fair market value" of the investment determined by a state court.
The Partnership filed a Summons and Complaint claiming dissenters' rights
against Tessera in May 2003. As a result, the Partnership recorded a
receivable of $2,910,308, representing the $556,499 cost of the investment
and the gain of $2,353,809. There were no similar gains recorded during the
six months ending June 30, 2004.
Net unrealized depreciation on equity investments was $8,221,367 and
$8,717,486 at June 30, 2004, and December 31, 2003, respectively. During
the six months ended June 30, 2004, the Partnership recorded a decrease in
net unrealized depreciation on equity investments and notes receivable of
$494,828 compared to an increase in unrealized depreciation of $3,825,845
during 2003. The change in 2004 was primarily attributable to a net
increase in the fair value of portfolio companies in the medical and
biotechnology industries The decrease in depreciation in 2003 was primarily
attributable to the write-off of the Partnership's investments in Pherin
Pharmaceuticals, Inc., Prolinx, Inc. and Resolution Sciences Corporation.
Other income of $193,830 was recognized during the six months ended June
30, 2003. This was the result of a settlement between Kanematsu
Corporation, a creditor of one of the Partnership's portfolio companies,
and the Partnership. There was no such income in 2004.
Total investment expenses were $1,305,216 for the six months ended June 30,
2004, compared to $1,766,906 for the same period in 2003. Decreased
administrative and investor service costs were offset by increased
professional fees related to the Kanematsu legal proceeding.
During the six months ended June 30, 2004, the Partnership recorded no
realized gains from venture capital limited partnership investments.
During the same period in 2003, there were gains of $113,263.
During the six months ended June 30, 2004 and 2003, interest income was
$38,467 and $62,456, respectively. The decrease was primarily the result
of reduced cash balances.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Item 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) A report on Form 8-K was filed by the Partnership during the
quarter ended June 30, 2004. Pursuant to the Securities and
Exchange Commission's Release No. 34-43069, "Commission Guidance
on Mini-Tender Offers and Limited Partnership Tender Offers,"
effective July 31, 2000, the Partnership is obligated to respond
to such offers with a recommendation to the Limited Partners. On
July 2, 2004, the Partnership filed the letter sent to Limited
Partners regarding a mini-tender offer for Limited Partnership
units under Item 5, Other Events.
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: August 12, 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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