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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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)
September 30, December 31,
2004 2003
------------- ------------
ASSETS
Equity investments (cost of
$13,740,896 and $14,871,310 at
September 30, 2004, and
December 31,2003, respectively) $ 5,870,330 $ 6,153,824
Notes receivable, net (cost of
$104,732 and $101,494 at
September 30, 2004, and
December 31, 2003, respectively) 41,893 40,598
---------- ----------
Total investments 5,912,223 6,194,422
Cash and cash equivalents 1,109,905 4,804,340
Prepaid expenses 219,239 278,316
Other receivable -- 117,734
Due from related parties, net 337,419 --
Other assets 12,510 9,455
---------- ----------
Total assets $ 7,591,296 $11,404,267
========== ==========
BALANCE SHEETS (unaudited) (continued)
- -------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 14,590 $ 41,510
Due to related parties -- 697,551
Other liabilities 11,771 --
---------- ----------
Total liabilities 26,361 739,061
Commitments and contingencies
(See Note 7)
Partners' capital
Limited Partners 10,279,846 13,349,116
(400,000 Units outstanding)
General Partners (2,714,911) (2,683,909)
---------- ----------
Total partners' capital 7,564,935 10,665,207
---------- ----------
Total liabilities and
partners' capital $ 7,591,296 $11,404,268
========== ==========
See accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or September 30, 2004 December 31, 2003
Industry Shares at ------------------ -----------------
(1) Investment September 30 Cost Fair Cost Fair
Company Position Date 2004 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.6% and 0.5% at June 30, 2004, and December 31, 2003, respectively
- -------------------------------------------------------------------
Celera Genomics Common
Group shares 2000 4,065 $ 141,000 $ 47,520 $ 141,000 $ 56,544
---------- --------- ---------- ---------
141,000 47,520 141,000 56,544
---------- --------- ---------- ---------
Biotechnology
- -------------
4.1% and 2.8% at September 30, 2004, and December 31, 2003, respectively
- ------------------------------------------------------------------------
CellzDirect, Preferred 2002-
Inc. (a) (b) shares 2004 2,029,232 $ 783,883 313,553 710,001 284,000
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Applied
NeuroSolutions, Common
Inc. (a) shares 1993 0 -- -- 250,000 9,317
---------- --------- ---------- ---------
783,883 313,553 960,001 293,317
---------- --------- ---------- ---------
Communications
- --------------
2.2% and 3.4% at September 30, 2004, and December 31, 2003, respectively
- ------------------------------------------------------------------------
iVillage Common 1996-
Inc. shares 2004 27,500 $ 152,401 165,000 301,403 297,538
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
---------- --------- ---------- ---------
152,401 165,000 1,361,055 364,157
---------- --------- ---------- ---------
Environmental
- -------------
0.0% and 0.0% at September 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 September 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 $150,000 157,625 63,050 -- --
VenCore Solutions,
LLC (a) (b) Bridge loan 2004 $100,000 101,250 40,500 -- --
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 -- --
---------- --------- ---------- ---------
883,875 396,507 625,000 274,975
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Industrial/Business Automation
- ------------------------------
10.3% and 6.5% at September 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 457,428 0 0 0 0
Innergy Power
Corporation Convertible
(a) (b) note (2) 2001 $244,000 219,519 153,663 250,952 175,666
---------- --------- ---------- ---------
3,200,755 776,237 2,982,188 698,240
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Information Technology
- ----------------------
5.6% and 2.1% at September 30, 2004, and December 31, 2003, respectively
- ------------------------------------------------------------------------
KeyEye
Communications, Preferred 2002-
Inc. (a) (b) shares 2004 5,366,165 $ 1,050,000 420,000 550,000 220,000
---------- --------- ---------- ---------
1,050,000 420,000 550,000 220,000
---------- --------- ---------- ---------
Medical
- -------
42.4% and 39.0% at September 30, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------------
Acusphere, Inc. Common 1995-
(a) shares 2003 25,300 $ 240,290 158,379 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 69,772 163,874 100,001
Impres Medical, Preferred 2002-
Inc.(a) (b) shares 2004 2,005,787 1,583,422 636,369 742,500 300,000
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 0 -- -- 323,893 129,558
Physiometrix, Common 1996-
Inc. shares 2000 139,769 285,023 278,280 285,023 307,492
Sanarus Medical, Preferred 1999-
Inc.(a) (b) shares 2004 260,488 390,049 179,940 390,000 179,920
Valentis, Inc. Common 1994-
shares 2002 0 -- -- 908,970 64,439
---------- --------- ---------- ---------
5,605,823 3,207,460 7,478,908 4,162,539
---------- --------- ---------- ---------
Retail/Consumer Products
- ------------------------
6.1% and 0.0% at September 30, 2004, and December 31, 2003, respectively
- ------------------------------------------------------------------------
Dakota Arms, Preferred
Inc. (a) (b) shares 2004 571,430 1,000,001 400,001 -- --
Dakota Holdings, LLC
LLC (a) (b) units 2004 150,000 150,000 60,000 -- --
---------- --------- ---------- ---------
1,150,001 460,001 -- --
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
1.1% and 0.8% at September 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 77.6% and 57.7% at
September 30, 2004, and December 31, 2003,
respectively 13,740,896 5,870,330 14,871,310 6,153,824
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Notes Receivable, Net
- ---------------------
Capital Valley Secured note,
Ventures 4.28% 2003 $100,794 104,732 41,893 101,494 40,598
---------- --------- ---------- ---------
Total notes receivable 0.6%
and 0.4% at September 30, 2004,
and December 31, 2003, respectively ---------- --------- ---------- ---------
104,732 41,893 101,494 40,598
---------- --------- ---------- ---------
Total investments 78.2% and 58.1% at
September 30, 2004, and
December 31, 2003, respectively $13,845,628 $5,912,223 $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.
(c) Represents the total fair value of a particular industry segment as
a percentage of partners' capital at 09/30/04 and 12/31/03.
(d) 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 Nine Months
Ended September 30, Ended September 30,
------------------------ ----------------------
2004 2003 2004 2003
-------- -------- -------- --------
Investment income:
Notes receivable interest $ 14,854 $ 41,036 $ 43,176 $ 98,475
Short-term interest income 354 369 10,499 5,386
--------- --------- --------- ---------
Total investment income 15,208 41,405 53,675 103,861
Investment expenses:
Management fees 20,191 24,233 71,170 70,961
Individual General Partners' compensation 7,000 10,000 30,625 30,003
Investment operations 87,769 79,239 392,618 372,366
Administrative and investor services 429,194 321,434 1,187,985 1,539,891
Professional fees 24,040 84,964 66,764 214,051
Computer services 11,849 21,054 136,080 80,559
Interest expense 12 -- 29 --
--------- --------- --------- ---------
Total investment expenses 580,055 540,924 1,885,271 2,307,831
--------- --------- --------- ---------
Net investment loss (564,847) (499,519) (1,831,596) (2,203,970)
--------- --------- --------- ---------
STATEMENTS OF OPERATIONS (unaudited)(continued)
- ----------------------------------------------
Realized loss from investment
write-offs -- (3,294,136) (1,059,653) (6,089,821)
Net realized loss from sales
of equity investments (768,616) -- (1,306,179) --
Realized gain from recovery of
investments previously written off -- -- 222,513 --
Realized gain from venture capital
limited partnership investments 29,667 1,986 29,667 115,249
--------- --------- --------- ---------
Net realized loss (738,949) (3,292,150) (2,113,652) (5,974,572)
--------- --------- --------- ---------
Decrease (increase) in unrealized
depreciation:
Equity investments 350,801 8,174,654 846,920 12,004,626
Notes receivable (652) (66,010) (1,943) (70,137)
--------- --------- --------- ---------
Net decrease in unrealized
depreciation 350,149 8,108,644 844,977 11,934,489
--------- --------- --------- ---------
Other income -- 50,050 -- 243,880
--------- --------- --------- ---------
Net (decrease) increase in partners'
capital resulting from operations $ (953,647) $4,367,025 $(3,100,271) $3,999,827
========= ========= ========= =========
Net (decrease) increase in partners'
capital resulting from operations
per Unit $ (2.36) $ 2.13 $ (7.67) $ 1.41
========= ========= ========= =========
See accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Nine Months
Ended September 30,
---------------------------
2004 2003
--------- ---------
Net decrease in partners'
capital resulting from operations $(3,100,271) $3,999,827
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 1,306,179 --
Realized gain from recovery of
investments previously written off (222,513) --
Realized gain from venture capital
limited partnership investments (29,667) (115,249)
Realized loss from investment
write-offs 1,059,653 6,089,821
Net decrease in unrealized
depreciation of equity investments (846,920) (12,004,626)
Net change in operating assets and
liabilities:
Unrealized depreciation of
notes receivable 1,943 70,137
Accrued interest on notes
receivable 2,291 (53,593)
Other receivable 117,734 770,359
Prepaid expenses 59,077 59,095
Accounts payable
and accrued expenses (26,920) (12,977)
Due to/from related parties, net (1,034,970) 89,492
Other changes, net 8,716 195,930
--------- ---------
Net cash used by operating activities (2,705,668) (911,784)
--------- ---------
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
Cash flows from investing activities:
Proceeds from sales of equity
investments 1,639,510 --
Issue of secured notes receivable -- (50,000)
Distributions from venture capital
limited partnership investments 29,667 115,249
Repayment of notes receivable -- 136,000
Purchase of equity investments (2,880,457) (1,016,753)
Proceeds from recovery of investments
previously written off 222,513 --
--------- ---------
Net cash used by investing
activities (988,767) (815,504)
--------- ---------
Net decrease in cash and
cash equivalents (3,694,435) (1,727,287)
Cash and cash equivalents at
beginning of year 4,804,340 1,749,984
--------- ---------
Cash and cash equivalents
at September 30 $ 1,109,905 $ 22,697
========= =========
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
income and loss for the periods presented. Adjustments, if any, are
reflected in the current quarter balances. The results of operations for
such interim periods are not necessarily indicative of results of
operations to be expected for the full year.
2. Provision for Income Taxes
--------------------------
No provision for income taxes has been made by the Partnership, as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States of America, which may
not equate to tax accounting. The cost of investments on a tax basis at
September 30, 2004, and December 31, 2003, was $14,211,944 and $15,338,777,
respectively. At September 30, 2004, and December 31, 2003, gross
unrealized depreciation on investments based on cost for federal income tax
purposes was as follows:
September 30, December 31,
2004 2003
------------ -----------
Unrealized appreciation $ 100,527 $ 182,963
Unrealized depreciation (8,280,249) (9,132,984)
--------- ---------
Net unrealized depreciation $(8,179,722) $(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 nine months ended
September 30, 2004 and 2003, were as follows:
2004 2003
-------- --------
Management fees $ 71,170 $ 70,961
Reimbursable operating expenses 815,599 1,903,645
Individual General Partners' compensation 30,625 30,003
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 $145,031 due to related parties at September 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 $6,730 and
$78,622 at September 30, 2004, and December 31, 2003, respectively, which
are included in due from related parties, net.
As of September 30, 2004 and December 31, 2003, the Partnership has a due
from related party receivable of $482,450 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 September 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 September 30, 2004, the Partnership has recognized
expense of $137,856. Upon the resignation of personnel, no adjustment to
the retention bonus amount previously paid by the Partnership to the
Managing General Partners shall occur until a replacement person is hired.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
At September 30, 2004, and December 31, 2003, marketable equity securities
had aggregate costs of $1,025,439 and $1,843,114, respectively, and
aggregate market values of $651,114 and $727,973, respectively. The net
unrealized losses at September 30, 2004, and December 31, 2003, included
gross gains of $12,599 and $102,754, respectively.
Restricted Securities
- ---------------------
At September 30, 2004, and December 31, 2003, restricted securities had
aggregate costs of $12,715,457 and $13,028,196, respectively, and aggregate
fair values of $5,219,216 and $5,425,851, respectively, representing 68.8
percent and 47.5 percent, respectively, of the total assets of the
Partnership.
Significant purchases, sales and write-offs of equity investments during
the nine months ended September 30, 2004, are as follows:
Acusphere, Inc.
- ---------------
In the third quarter of 2004, the Partnership began liquidating its
investment in the company. At September 30, 2004, the Partnership reported
proceeds of $962,087 and recorded a realized loss of $523,230. Subsequent
to the end of the third quarter, the Partnership sold its remaining shares
in the company for total proceeds of $157,360 and recorded a realized loss
of $82,938.
Applied NeuroSolutions, Inc.
- ----------------------------
In September 2004, the Partnership sold its entire investment in the
company for proceeds of $4,613, realizing a loss of $245,387.
CellzDirect, Inc.
- -----------------
In August 2004, the Partnership purchased 191,258 Series C Preferred shares
at a cost of $73,882.
Dakota Arms, Inc.
- -----------------
In April 2004, the Partnership purchased 571,430 Series B Preferred shares
at a cost of $1,000,001.
Dakota Holdings, LLC
- --------------------
In June 2004, the Partnership purchased 150,000 LLC Units at a cost of
$150,000.
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.
Impres Medical, Inc.
- --------------------
In August 2004, the company converted its unsecured notes receivable and
interest to 378,802 Series B Preferred shares at a cost of $340,922. In
August, the Partnership also purchased 555,555 Series B Preferred shares at
a cost of $500,000.
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 and
July 2004, the Partnership repurchased 20,000 and 7,500 common shares at a
cost of $110,776 and $41,625 respectively.
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.
Sanarus Medical, Inc.
- ---------------------
In September 2004, the Partnership exercised a Series A Preferred warrant
for 488 shares at a cost of $49.
Valentis, Inc.
- --------------
In April 2004, the Partnership sold its entire investment in the company
for proceeds of $127,897 and realized a loss of $781,072.
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. In August 2004, the Partnership issued a $100,000
convertible unsecured note receivable with an interest rate of 10%.
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.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership received a cash distribution of $29,667, which was recorded
as a realized gain. The Partnership did not record a decrease in fair
value as a result of the above distribution.
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 September 30 consisted of:
2004 2003
-------- --------
Balance at January 1 $40,598 $ 36,858
Change in interest receivable 3,238 12,167
Net change in unrealized depreciation
of notes receivable (1,943) (70,137)
------ ------
Balance at September 30 $41,893 $(21,112)
====== ======
The interest rate on the note receivable at September 30, 2004, was 4.28
percent. The note is due in October 2004.
6. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at September 30, 2004, and December 31, 2003,
consisted of:
2004 2003
-------- --------
Demand accounts $ 472,422 $ 299,797
Money market accounts 637,483 4,504,543
--------- ---------
Total $1,109,905 $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 September 30, 2004, the Partnership had unfunded equity
commitments of $175,000.
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 Nine Months Ended September 30,
---------------------------------------
2004 2003
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $33.37 $33.29
Loss from investment operations:
Net investment loss (4.53) (0.72)
Net realized and unrealized
(loss) gain on investments (3.14) 2.13
----- -----
Total from investment
operations (7.67) 1.41
----- -----
Net asset value, end of period $25.70 $34.70
===== =====
Total return (22.99)% 4.23%
Ratios to average net assets:
Net investment loss (15.35)% (2.13)%
Expenses 15.96% 16.97%
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. Upon liquidation, the General Partners would
contribute capital equal to the amount of the General Partners' deficit. As
of September 30, 2004 and December 31, 2003, the General Partners had a
negative capital balance of $2,714,911 and $2,683,909, respectively. Net
asset value has been calculated in accordance with this provision of the
Partnership Agreement, assuming liquidation.
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 nine months ended September 30, 2004, net cash used by operating
activities totaled $2,705,668. The Partnership paid management fees of
$143,062 to the Managing General Partners and reimbursed related parties
for other investment expenses of $1,652,227. In addition, $30,625 was paid
to the Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $935,691. The Partnership
received interest income of $55,937.
During the nine months ended September 30, 2004, the Partnership funded
equity investments of $2,880,457. At September 30, 2004, the Partnership
had commitments to fund additional investments totaling $175,000.
Cash and cash equivalents at September 30, 2004, were $1,109,905. 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 $935,647
for the quarter ended September 30, 2004, compared to a net increase in
partners' capital resulting from operations of $4,367,025 for the same
period in 2003.
Net unrealized depreciation on equity investments was $7,870,566 and
$8,717,486 at September 30, 2004, and December 31, 2003, respectively.
During the quarter ended September 30, 2004 and September 30, 2003, the
Partnership recorded a decrease in net unrealized depreciation on equity
investments of $350,801 and $8,174,654, 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 $580,055 for the quarter ended September 30,
2004, compared to $540,924 for the same period in 2003. The increase was
primarily due to increased administrative and investor services, partially
offset by decreased professional fees related to the conclusion of the
Kanematsu legal proceedings.
Net unrealized depreciation on notes receivable was $62,839 and $60,896 at
September 30, 2004, and December 31, 2003, respectively. During the
quarter ended September 30, 2004, there was a decrease in unrealized
depreciation of notes receivable of $652. During the same period in 2003,
the Partnership recorded a decrease in unrealized depreciation of $66,010.
During the quarter ended September 30, 2004, the Partnership recorded a net
realized gain from venture capital limited partnership investment of
$29,667. In the same period in 2003, there were gains of $1,986.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Current nine months compared to corresponding nine months in the preceding
- --------------------------------------------------------------------------
year
- ----
Net decrease in partners' capital resulting from operations was $3,100,271
for the nine months ended September 30, 2004, compared to a net increase in
partners' capital resulting from operations of $3,999,827 for the same
period in 2003.
During the nine months ended September 30, 2003, the Partnership wrote off
its investments in Pherin Pharmaceuticals, Inc., Prolinx, Inc., Resolution
Sciences Corporation, and Periodontix, Inc. These totaled $200,000,
$3,761,101 and $1,188,393, $3,000 and $937,327, respectively. During the
same period in 2004, the Partnership wrote off its investment in
WorldRes.com, Inc., for a realized loss of $1,059,653.
During the nine months ending September 30, 2003, the Partnership recorded
a gain of $2,353,809 after filing dissenters' rights in Tessera, Inc.'s
reorganization. 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 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 nine months ending September 30, 2004.
Net unrealized depreciation on equity investments was $7,870,566 and
$8,717,486 at September 30, 2004, and December 31, 2003, respectively.
During the nine months ended September 30, 2004, the Partnership recorded a
decrease in net unrealized depreciation on equity investments and notes
receivable of $844,977, compared to a decrease in unrealized depreciation
of $11,934,489 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 nine months ended
September 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 $1,885,271 for the nine months ended
September 30, 2004, compared to $2,307,831 for the same period in 2003.
Decreased administrative and investor service costs and professional fees
related to the Kanematsu legal proceedings were offset by increased
investment operations.
During the nine months ended September 30, 2004, the Partnership recorded
realized gains of $29,667 from venture capital limited partnership
investments. During the same period in 2003, there were gains of $115,249.
During the nine months ended September 30, 2004 and 2003, interest income
was $53,675 and $103,861, 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: November 22, 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) 11/22/2004 3:17 PM
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