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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Year Ended December 31, 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.
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(Exact name of Registrant as specified in its charter)
DELAWARE 94-3094910
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1107 Investment Boulevard, Suite 180
El Dorado Hills, California 95762
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(Address of principal executive offices) (Zip Code)
(916) 941-1400
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
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Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12B-2 of the Act). Yes No X
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
No active market for the Units of limited partnership interests
(Units) exist, and therefore the market value of such Units cannot be
determined.
Documents incorporated by reference: Portions of the Registrant's
Proxy Statement relating to the Registrant's Meeting of Limited
Partners held on November 8, 2002 are incorporated by reference into
Part III of this Form 10-K where indicated.
PART I
Item 1. BUSINESS
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Technology Funding Venture Partners V, An Aggressive Growth
Fund, L.P. (the Partnership or the Registrant) is a limited
partnership organized under the laws of the State of Delaware on
June 26, 1989. For the period from June 26, 1989, through May
of 1990, the Partnership was inactive. The Partnership
commenced selling Units of limited partnership interest (Units)
in May of 1990. On January 2, 1991, the minimum number of Units
required to commence Partnership operations (15,000) had been
sold. The offering terminated with 400,000 Units sold on
December 31, 1992. The Partnership's original contributed
capital was $40,040,046 consisting of $40,000,000 from Limited
Partners for 400,000 Units and $40,046 from the General
Partners, Technology Funding Ltd. (TFL) and Technology Funding
Inc. (TFI). The General Partners do not own any Units.
The principal investment objectives of the Partnership are long-
term capital appreciation from venture capital investments in
new and developing companies and preservation of Limited Partner
capital through risk management and active involvement with such
companies (portfolio companies). The Partnership's investments
in portfolio companies primarily consist of equity securities
such as common and preferred shares, but also include debt
convertible into equity securities and warrants and options to
acquire equity securities. Although venture capital investments
offer the opportunity for significant gains, such investments
involve a high degree of business and financial risk that can
result in substantial losses. Among these are the risks
associated with investment in companies in an early stage of
development or with little or no operating history, companies
operating at a loss or with substantial variations in operating
results from period to period, and companies with the need for
substantial additional capital to support expansion or to
achieve or maintain a competitive position. Such companies may
face intense competition, including competition from companies
with greater financial resources, more extensive development,
manufacturing, marketing and service capabilities, and a larger
number of qualified managerial and technical personnel. There
is no ready market for many of the Partnership's investments.
The Partnership's investments in portfolio companies are
generally subject to restrictions on sale because they were
acquired from the issuer in private placement transactions or
because the Partnership is an affiliate of the issuer.
The Partnership has elected to be a business development company
under the Investment Company Act of 1940, as amended (the Act),
and operates as a nondiversified investment company, as defined
in the Act. The Partnership's term was extended for a two-year
period to December 31, 2000, pursuant to unanimous approval by
the Independent General Partners in 1998. The Partnership's
term was extended for an additional two-year period to December
31, 2002, pursuant to unanimous approval by the Independent
General Partners in 1999. On November 8, 2002, the Limited
Partners approved an extension of the Partnership's term to
December 31, 2004, and authorized additional one-year extensions
to the term of the Partnership through December 31, 2006. At
the March 12, 2004, meeting, the Independent General Partners
approved an extension of the Partnership's term to December 31,
2006.
Item 2. PROPERTIES
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The Registrant has no physical properties.
Item 3. LEGAL PROCEEDINGS
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In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed
to purchase certain debt securities of the portfolio company
from Kanematsu. The Partnership and affiliated partnerships
asserted counterclaims against Kanematsu. On February 12, 2002,
the Partnership, affiliated partnerships and the co-investor
were awarded $4,000,000 and all of Kanematsu's claims were
denied. The Partnership recognized revenue and a receivable of
$666,667 as of February 12, 2002, for its proportionate share of
the award. Kanematsu appealed the order but in early November
2002 paid a forbearance fee of $200,000 in exchange for an
option to settle all liabilities. On November 29, 2002,
Kanematsu agreed to settle for $3,999,999. On February 13,
2003, the Partnership received $774,298, representing its
proportionate share of the settlement, plus accrued interest,
less disputed legal fees. The Partnership recognized the
additional revenue and a receivable of $107,631 at December 31,
2002. In March 2003, the law firm remitted an additional amount
of $193,830 to the Partnership.
From time to time, the Partnership is subject to routine
litigation incidental to the business of the Partnership.
Although there can be no assurances as to the ultimate
disposition of these matters and the proceeding disclosed above,
it is the opinion of the Managing General Partners, based upon
the information available at this time, that the expected
outcome of these matters, individually or in the aggregate, will
not have a material adverse effect on the results of operations
and financial condition of the Partnership.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were voted on by the Limited Partners in 2004.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
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MATTERS
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(a) There is no established public trading market for the
Units.
(b) At December 31, 2004, there were 6,658 record holders of
Units.
(c) The Registrant, being a partnership, does not pay
dividends. Cash distributions, however, may be made to
the partners pursuant to the Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
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For the Years Ended and As of December 31,
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2004 2003 2002 2001 2000
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Total investment income $ 63,848 $ 126,774 $ 163,645 $ 443,273 $ 1,994,791
Net investment loss (2,917,839) (2,712,933) (2,811,813) (2,033,046) (770,603)
Realized (loss) gain from
sales of equity investments (1,389,117) 6,212,043 1,432,231 (914,464) 17,309,822
Realized loss from
investment write-offs (1,059,653) (7,394,217) (5,446,528) (4,909,913) (693,782)
Realized gain from recovery
of investments previously
written off 222,513 -- -- 107,816 --
Net realized gain from
venture capital limited
partnership investments 29,667 115,249 27,832 330,123 1,183,654
Net realized loss on
foreign currency -- -- -- -- (126,781)
Decrease (increase) in
unrealized depreciation:
Equity investments 1,542,519 6,060,481 (7,217,797) 796,107 (27,693,162)
Notes receivable 60,896 86,539 5,386,013 (52,415) (5,481,033)
Other income -- 193,830 774,298 -- --
Net (decrease) increase in
partners' capital resulting
from operations (3,511,014) 2,560,991 (7,855,764) (6,675,792) (16,271,885)
Net (decrease) increase in
partners' capital resulting
from operations per Unit (8.69) .10 (19.44) (16.52) (34.76)
Total assets 7,238,297 11,404,267 9,940,904 19,109,600 27,637,794
Distributions declared -- 1,770,540 -- -- 1,935,574
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Liquidity and Capital Resources
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The Partnership operates as a business development company under
the Investment Company Act of 1940 and makes venture capital
investments in new and developing companies. The Partnership's
financial condition is dependent upon the success of the portfolio
companies. There is no ready market for many of the Partnership's
investments. It is possible that some of its venture capital
investments may be a complete loss or may be unprofitable and that
others will appear likely to become successful, but may never
realize their potential. The valuation of the Partnership's
investments in securities for which there are no available market
quotes is subject to the estimate of the Managing General Partners
in accordance with the valuation guidance described in Note 1 to
the financial statements. In the absence of readily obtainable
market values, the estimated fair value of the Partnership's
investments may differ significantly from the values that would
have been used had a ready market existed.
During the year ended December 31, 2004, net cash used by
operating activities totaled $3,365,990. The Partnership paid
management fees of $173,580 to the Managing General Partners and
reimbursed related parties for operating expenses of $2,845,863.
In addition, $55,625 was paid to the Individual General Partners
as compensation for their services. The Partnership paid interest
of $47, other investment expenses of $301,738 and received
interest income of $10,863.
In 2004, equity investments of $3,055,457 were funded to portfolio
companies primarily in the medical, high tech/financial,
Retail/Consumer Products and information technology industries.
Proceeds from the sale of equity investments were $1,796,870,
primarily related to the sale of Valentis, Inc and Acusphere, Inc
shares. Cash distributions of $29,667 were received from venture
capital limited partnership investments. In February 2004, the
Partnership received $222,513 for payment of notes receivable from
RedCell, Inc. that had been written off in 1998. At December 31,
2004, there were $50,000 unfunded commitments.
Cash and cash equivalents at December 31, 2004, were $431,943.
Cash reserves, interest income on short-term investments and
future proceeds from investment sales are expected to be adequate
to fund Partnership operations through the next twelve months.
Results of Operations
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2004 compared to 2003
- ---------------------
The net decrease in partners' capital resulting from operations
was $3,511,014 compared to an increase of $2,560,991 for the years
ended December 31, 2004 and 2003, respectively.
Unrealized depreciation on equity investments was $7,174,967 and
$8,717,486 at December 31, 2004 and 2003, respectively. During
the year ended December 31, 2004, the net decrease in unrealized
depreciation of $1,542,519 was due to the write-off of
WorldRes.com, Inc. and the sale of Applied Neurosolutions, Inc.
and Acusphere, Inc. During the year ended December 31, 2003, the
net decrease in unrealized depreciation of $6,060,481 was
attributable to the write-off of investments in Prolinx, Inc.,
Resolution Sciences Corporation and Pharmadigm, Inc.
Unrealized depreciation on notes receivable investments was $0 and
$60,896 at December 31, 2004 and 2003, respectively. During the
year ended December 31, 2004, the net decrease in unrealized
depreciation of notes receivable of $60,896 was mainly
attributable to the conversion of notes receivable by Capital
Valley Ventures to an equity investment. During 2003, the
Partnership recorded a decrease in unrealized depreciation of
notes receivable of $86,539, primarily related to the payment of
notes receivable by Avalon Vision Solutions, Inc.
Net realized loss from sales of equity investments during the year
ended December 31, 2004, was $1,389,117, primarily related to the
sales of Valentis, Inc, Acusphere, Inc, and Applied
NeuroSolutions, Inc. During 2003, net realized gain from sales of
equity investments totaled $6,212,043, primarily the result of the
Partnership's sale of its shares in Tessera Technologies, Inc.
Other income was $193,830 for the year ended December 31, 2003.
In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed to
purchase certain debt securities of the portfolio company from
Kanematsu. The Partnership and affiliated partnerships asserted
counterclaims against Kanematsu. On February 12, 2002, the
Partnership, affiliated partnerships and the co-investor were
awarded $4,000,000 and all of Kanematsu's claims were denied. The
Partnership recognized revenue and a receivable of $666,667 as of
February 12, 2002, for its proportionate share of the award.
Kanematsu appealed the order but in early November 2002 paid a
forbearance fee of $200,000 in exchange for an option to settle
all liabilities. On November 29, 2002, Kanematsu agreed to settle
for $3,999,999. On February 13, 2003, the Partnership received
$774,298, representing its proportionate share of the settlement,
plus accrued interest, less disputed legal fees. The Partnership
recognized the additional revenue and a receivable of $107,631 at
December 31, 2002. In March 2003, the law firm remitted an
additional amount of $193,830 to the Partnership, representing the
settlement on the disputed legal fees.
Investment expenses were $2,981,687 and $2,839,708 for 2004 and
2003, respectively.
During 2004, the Partnership recorded realized losses from
investment write-offs of $1,059,653, which represents the
Partnership's total investment in WorldRes.com, Inc. During 2003,
the Partnership recorded a realized loss from investment write-
offs totaling $7,394,217, which represents the Partnership's
investments in Resolution Sciences Corporation, Innergy Power
Corporation, Periodontix, Inc., Pherin Pharmaceuticals, Inc.,
Pharmadigm, Inc. and Prolinx, Inc.
Net realized gain from venture capital limited partnerships
totaled $29,667 and $115,249 in 2004 and 2003, respectively. The
gains represented distributions from profits of venture capital
limited partnerships.
In 2004, the Partnership received a $222,513 payment from RedCell,
Inc., (subsequently ConjuChem, Inc.) for notes receivable that
were previously written off.
Interest income was $63,848 and $126,774 for the years ended
December 31, 2004 and 2003, respectively. The decrease was
primarily the result of decreased short-term investments.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
2003 compared to 2002
- ---------------------
The net increase in partners' capital resulting from operations
was $2,560,991 compared to a decrease of $7,855,764 for the years
ended December 31, 2003 and 2002, respectively.
Unrealized depreciation on equity investments was $8,717,486 and
$14,777,967 at December 31, 2003 and 2002, respectively. During
the year ended December 31, 2003, the net decrease in unrealized
depreciation of $6,147,020 was attributable to the write-off of
investments in Prolinx, Inc., Resolution Sciences Corporation and
Pharmadigm, Inc. During the year ended December 31, 2002, the net
increase in unrealized depreciation of $7,217,797 was due to
decreases in the publicly traded prices of Endocare, Inc.,
Physiometrix, Inc. and Valentis, Inc. as well as decreases in the
fair value of private portfolio companies in the medical,
biotechnology, information technology and communications
industries.
Unrealized depreciation on notes receivable investments was
$60,896 and $147,435 at December 31, 2003 and 2002, respectively.
During 2003, the Partnership recorded a decrease in unrealized
depreciation of notes receivable of $86,539, primarily related to
the payment of notes receivable by Avalon Vision Solutions, Inc.
During the year ended December 31, 2002, the net decrease in
unrealized depreciation of notes receivable of $5,386,013 was
mainly attributable to the write-off of notes issued to Sutmyn
Storage Corporation.
During 2003, net realized gain from sales of equity investments
totaled $6,212,043, primarily the result of the Partnership's sale
of its shares in Tessera Technologies, Inc. Net realized gain
from sales of equity investments during the year ended December
31, 2002, was $1,432,231, primarily related to the sale of
investments in Matrix Pharmaceutical, Inc., Lynk Systems, Inc.,
and R2 Technology, Inc.
Other income was $193,830 for the year ended December 31, 2003.
In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed to
purchase certain debt securities of the portfolio company from
Kanematsu. The Partnership and affiliated partnerships asserted
counterclaims against Kanematsu. On February 12, 2002, the
Partnership, affiliated partnerships and the co-investor were
awarded $4,000,000 and all of Kanematsu's claims were denied. The
Partnership recognized revenue and a receivable of $666,667 as of
February 12, 2002, for its proportionate share of the award.
Kanematsu appealed the order but in early November 2002 paid a
forbearance fee of $200,000 in exchange for an option to settle
all liabilities. On November 29, 2002, Kanematsu agreed to settle
for $3,999,999. On February 13, 2003, the Partnership received
$774,298, representing its proportionate share of the settlement,
plus accrued interest, less disputed legal fees. The Partnership
recognized the additional revenue and a receivable of $107,631 at
December 31, 2002. In March 2003, the law firm remitted an
additional amount of $193,830 to the Partnership, representing the
settlement on the disputed legal fees.
Investment expenses were $2,839,708 and $2,975,458 for 2003 and
2002, respectively. In 2002, the Managing General Partners billed
the Partnership $113,035 for operating expenses incurred during
2001 and prior years. Had these expenses been billed in the prior
years, the investment expenses for 2002 would have been
$2,862,423. The change from 2003 to 2002 is primarily
attributable to decreased administrative and investment service
costs, partially offset by increased professional fees.
During 2003, the Partnership recorded a realized loss from
investment write-offs totaling $7,394,217, which represents the
Partnership's investments in Resolution Sciences Corporation,
Innergy Power Corporation, Periodontix, Inc., Pherin
Pharmaceuticals, Inc., Pharmadigm, Inc. and Prolinx, Inc. During
2002, the Partnership recorded realized losses from investment
write-offs of $5,446,528, which represents the Partnership's total
investment in Sutmyn Storage Corporation. The fair value of these
notes was reduced to zero during 2000 and it has been determined
by the Managing General Partners that there will be no recovery on
the notes as the company has ceased operations.
Net realized gain from venture capital limited partnerships
totaled $115,249 and $27,832 in 2003 and 2002, respectively. The
gains represented distributions from profits of venture capital
limited partnerships.
Interest income was $126,774 and $163,645 for the years ended
December 31, 2003 and 2002, respectively. The decrease was
primarily the result of decreased short-term investments.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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The Partnership is subject to financial market risks, including
changes in interest rates with respect to its investments in debt
securities and interest-bearing cash equivalents as well as
changes in marketable equity security prices. The Partnership
does not use derivative financial instruments to mitigate any of
these risks. The return on the Partnership's investments is
generally not affected by foreign currency fluctuations.
The Partnership does not have a significant exposure to modest
public market price fluctuations as the Partnership primarily
invests in private business enterprises. However, should
significant changes in market equity prices occur, there could be
a longer-term effect on valuations of private companies, which
could affect the carrying value and the amount and timing of gains
realized on these investments. Since there is typically no public
market for the Partnership's investments in private companies, the
valuation of the investments is subject to the estimate of the
Partnership's Managing General Partners. In the absence of a
readily ascertainable market value, the estimated value of the
Partnership's investments in private companies may differ
significantly from the values that would be placed on the
portfolio if a ready market existed. The Partnership's portfolio
also includes common stocks in publicly traded companies. These
investments are directly exposed to equity price risk, in that a
hypothetical 10 percent change in these equity prices would result
in a similar percentage change in the fair value of these
securities. The Partnership's investments also include some debt
securities. Since the debt securities are generally priced at a
fixed rate, changes in interest rates do not directly impact
interest income. The Partnership's debt securities are generally
held to maturity or converted into equity securities of private
companies.
Item 8. FINANCIAL STATEMENTS
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The financial statements of the Registrant are set forth in Item
15.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ------ -----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
None
Item 9A. CONTROLS AND PROCEDURES
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The signing officer is responsible for establishing and
maintaining disclosure controls and procedures for Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P. Such
officer has concluded (based upon his evaluation of these controls
and procedures as of a date within 90 days of the filing of this
report) that Technology Funding Venture Partners V, An Aggressive
Growth Fund, L.P.'s disclosure controls and procedures are
effective to ensure that information required to be disclosed by
Technology Funding Venture Partners V, An Aggressive Growth Fund,
L.P. in this report is accumulated and communicated to Technology
Funding Venture Partners V, An Aggressive Growth Fund, L.P.'s
management, including its principal executive officers as
appropriate, to allow timely decisions regarding required
disclosure.
The certifying officer also has indicated that there were no
significant changes in Technology Funding Venture Partners V, An
Aggressive Growth Fund, L.P.'s internal controls or other factors
that could significantly affect such controls subsequent to the
date of their evaluation, and there were no corrective actions
with regard to significant deficiencies and material weaknesses.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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As a partnership, the Registrant has no directors or executive
officers. The Individual General Partners are responsible for the
management and administration of the Partnership. The Individual
General Partners consist of the two Independent General Partners
and a representative from each of Technology Funding Ltd., a
California limited partnership (TFL), and its wholly owned
subsidiary, Technology Funding Inc., a California corporation
(TFI). TFL and TFI are the Managing General Partners. Reference
is made to the information regarding Individual General Partners
and the Managing General Partners in the Registrant's Proxy
Statement related to the Meeting of Limited Partners held on
November 8, 2002, which information is incorporated herein by
reference.
Code of Ethics
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The Partnership's Code of Ethics applies to the Independent
General Partners as well as Technology Funding corporate officers
and employees. The Independent General Partners review and
approve the Code of Ethics on an annual basis. The Code of Ethics
is attached as an exhibit (see Item 15 - Exhibits) and is also
available on the Partnership's web site, www.techfunding.com. Any
amendments to, or waivers from, any provision of the Code that
applies to any of the Independent General Partners or executive
officers will be disclosed on the web site.
Audit Committee
- ---------------
As of December 31, 2004, the Independent General Partners had
established an Audit Committee of the Whole to oversee the
accounting and financial reporting processes on behalf of the
Independent General Partners. The Audit Committee of the Whole
consisted of all of the Independent General Partners for each
Technology Funding partnership with John W. Muncaster acting as
liaison with the Managing General Partners. On March 11, 2005,
the Independent General Partners restructured the Audit Committee
of the Whole. An Audit Committee was established whereby Harry E.
Kitch, an Independent General Partner, will serve as Audit
Committee Chairman and the remaining two Independent General
Partners will serve as Audit Committee members. The Independent
General Partners are "independent" as defined by the Securities
and Exchange Commission. The Independent General Partners have
determined that the Audit Committee and the Audit Committee of the
Whole did not have any member that would be considered an "audit
committee financial expert" as that term is defined in Section 407
of the Sarbanes-Oxley Act of 2002. Given the anticipated
termination date for the Partnership, the Independent General
Partners have determined that the expense and the difficulty of
recruiting a financial expert to serve on the Audit Committee
outweigh any benefit to the Fund.
Item 11. EXECUTIVE COMPENSATION
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As a partnership, the Registrant has no officers or directors. In
2004, the Partnership incurred $91,361 in management fees. The
fees are designed to compensate the Managing General Partners for
General Partner Overhead incurred in performing management duties
for the Partnership. General Partner Overhead (as defined in the
Partnership Agreement) includes the General Partners' share of
rent, utilities, property taxes and the cost of capital equipment
and the general and administrative expenses paid by the Managing
General Partners in performing their obligations to the
Partnership. As compensation for their services, the Independent
General Partners each receive $14,000 annually, plus $1,500 for
each attended meeting of the Individual General Partners and
committees thereof. For the year ended December 31, 2004, $55,625
of such fees were incurred. The Independent General Partners are
reimbursed for all out-of-pocket expenses relating to attendance
of the meetings, committees or otherwise of the Individual General
Partners.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------- --------------------------------------------------------------
Not applicable. No Limited Partner beneficially holds more than 5
percent of the aggregate number of Units held by all Limited
Partners, and neither the Managing General Partners nor any of
their officers, directors or partners own any Units. The two
Independent General Partners each own 20 Units. The Individual
General Partners control the affairs of the Partnership pursuant
to the Partnership Agreement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------
The Registrant, or its investee companies, have engaged in no
transactions with the Managing General Partners or their officers
and partners other than as described above, in the notes to the
financial statements, or in the Partnership Agreement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- ------- --------------------------------------
Audit Fees
- ----------
The Partnership paid aggregate fees of approximately $72,202 and
$68,926 to its independent public accountants, Grant Thornton LLP,
for professional services rendered to the Partnership with respect
to audits of the annual financial statements and reviews of the
quarterly financial statements for the years ended December 31,
2004 and 2003, respectively.
Tax Fees
- --------
The Partnership paid aggregate fees of approximately $19,857 and
$15,888 to Grant Thornton LLP for tax-related services rendered to
the Partnership for the years ended December 31, 2004 and 2003,
respectively. These services included preparation of the
Partnership's tax returns.
All Other Fees
- --------------
The Partnership did not pay any fees to Grant Thornton LLP for
services, other than the services referred to above, for the years
ended December 31, 2004 and 2003, respectively.
Audit Committee Pre-Approval Policies and Procedures
- ----------------------------------------------------
The Independent General Partners have established procedures for
the pre-approval of auditing services and non-auditing services to
be performed by the Partnership's independent public accountants.
Such pre-approval can be given as part of the Independent General
Partners' annual approval of the scope of the engagement of the
independent public accountants or on an individual basis.
Approved non-auditing services must be disclosed in the
Partnership's periodic public reports. The Independent General
Partners pre-approved all of the non-audit services provided by
the independent public accountants in 2004.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
- ------- ---------------------------------------
(a) List of Documents filed as part of this Annual Report on Form
10-K
(1) Financial Statements - the following financial
statements are filed as a part of this Report:
Report of Independent Registered Public Accounting Firm
as of December 31, 2004 and 2003, and for the three
years in the period ended December 31, 2004
Balance Sheets as of December 31, 2004 and 2003
Statements of Investments as of
December 31, 2004 and 2003
Statements of Operations for the years
ended December 31, 2004, 2003 and 2002
Statements of Partners' Capital for the years
ended December 31, 2004, 2003 and 2002
Statements of Cash Flows for the years
ended December 31, 2004, 2003 and 2002
Notes to Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted because they are not
applicable or the required information is included
in the financial statements or the notes thereto.
(3) Exhibits
14.1 Code of Ethics for the Registrant
31.1 Section 302 Sarbanes-Oxley Certifications
32.1 Section 906 Sarbanes-Oxley Certifications
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- -------------------------------------------------------
To the Partners of
Technology Funding Venture Partners V,
an Aggressive Growth Fund, L.P.:
We have audited the accompanying balance sheets of Technology Funding
Venture Partners V, an Aggressive Growth Fund, L.P. (a Delaware limited
partnership) (the Fund), including the statement of investments, as of
December 31, 2004 and 2003, and the related statements of operations,
partners' capital, and cash flows for each of the three years in the period
ended December 31, 2004. These financial statements are the responsibility
of the Fund's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform an
audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. Our procedures included physical
inspection of securities owned as of December 31, 2004 and 2003. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Technology Funding
Venture Partners V, an Aggressive Growth Fund, L.P. as of December 31, 2004
and 2003, and the results of its operations, changes in partners' capital,
and its cash flows for the three years in the period ended December 31,
2004 in conformity with accounting principles generally accepted in the
United States of America.
Albuquerque, New Mexico /S/GRANT THORNTON LLP
March 11, 2005
BALANCE SHEETS
- --------------
December 31,
---------------------
2004 2003
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$13,772,437 and $14,871,310 for
2004 and 2003, respectively) $ 6,597,470 $ 6,153,824
Notes receivable, net, (cost basis
of $0 and $101,494 for 2004
and 2003, respectively) -- 40,598
---------- ---------
Total investments 6,597,470 6,194,422
Cash and cash equivalents 431,943 4,804,340
Prepaid expenses 199,547 278,316
Other receivable -- 117,734
Other assets 9,337 9,455
---------- ---------
Total assets $ 7,238,297 $11,404,267
========== =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 21,951 $ 41,510
Due to related parties, net 50,383 697,551
Other accrued liabilities 11,771 --
---------- ---------
Total liabilities 84,105 739,061
Commitments and contingencies
See Note 10
Partners' capital
(400,000 Limited Partner Units
outstanding) 7,154,192 10,665,206
---------- ---------
Total liabilities and
partners' capital $ 7,238,297 $11,404,267
========== =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2004 December 31, 2003
Industry Shares at ------------------ -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2004 Basis Value Basis Value
- ---------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Biomedical
- ----------
0.8% and 0.5% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
Celera Genomics Common
Group shares 2000 4,065 $ 141,000 $ 55,894 $ 141,000 $ 56,544
---------- --------- ---------- ----------
141,000 55,894 141,000 56,544
---------- --------- ---------- ----------
Biotechnology
- -------------
4.4% and 2.8% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
CellzDirect, Inc. Preferred 2002-
(a) (b) shares 2004 2,029,232 783,883 313,553 710,001 284,000
Applied
NeuroSolutions,
Inc. (formerly
Hemoxymed, Common
Inc.) (a) shares 1993 -- -- -- 250,000 9,317
---------- --------- ---------- ---------
783,883 313,553 960,001 293,317
---------- --------- ---------- ----------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Communications
- --------------
2.4% and 3.4% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
iVillage Common
Inc. shares 2004 27,500 152,401 169,950 301,403 297,538
Worldres.com, Common 1997-
Inc. (a) (b) shares 2001 -- -- -- 1,059,652 66,619
---------- --------- ---------- ----------
152,401 169,950 1,361,055 364,157
---------- --------- ---------- ----------
Environmental
- -------------
0.0% and 0.0% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
Triangle
Biomedical
Sciences, Common
Inc.(a) shares 1999 1,806 35,560 -- 35,560 --
Triangle Common
Biomedical share warrants
Sciences, at $28.00;
Inc.(a) expiring 2009 1999 1,806 1,806 -- 1,806 --
---------- --------- ---------- ----------
37,366 -- 37,366 --
---------- --------- ---------- ----------
High Tech/Financial
- -------------------
7.0% and 2.6% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
Vencore Solutions
LLC (a) (b) LLC Units 2002 625,000 625,000 250,000 625,000 250,000
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Vencore Solutions
LLC (a) (b) Bridge Loan 2004 $425,000 444,347 177,738 -- --
Vencore Solutions LLC Unit
LLC (a) (b) warrants
at $0.001;
expiring 2007 2002 62,500 -- 24,975 -- 24,975
Vencore Solutions LLC Unit
LLC (a) (b) warrants
at $0.001;
expiring 2009 2004 127,500 -- 50,949 -- --
---------- --------- ---------- ----------
1,069,347 503,662 625,000 274,975
---------- --------- ---------- ----------
Industrial/Business Automation
- ------------------------------
10.7% and 6.5% at December 31, 2004 and 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 -- 4,201 --
Innergy Power Common and
Corporation Preferred share
(a) (b) warrants at
$.60-$12.50;
expiring 1997-
2003-2006 2001 457,427 -- -- -- --
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Innergy Power
Corporation Convertible
(a) (b) note (2) 2001 $244,000 205,885 144,119 250,952 175,666
---------- --------- ---------- ----------
3,187,121 766,693 2,982,188 698,240
---------- --------- ---------- ----------
Information Technology
- ----------------------
5.9% and 2.1% at December 31, 2004 and 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
- -------
41.7% and 39.0% at December 31, 2004 and 2003, respectively
- -----------------------------------------------------------
Acusphere, Inc. Common 1995-
(a) shares 2003 -- -- -- 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. Common
Solutions, Inc. shares 1999 25,810 206,718 1,936 206,718 1,960
Endocare, Inc. Common 1996-
(b) shares 2004 51,114 167,992 127,786 163,874 100,001
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 -- 7,500 --
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Impres Medical Unsecured
Inc.(a) (b) note (2) 2003 -- -- -- 323,893 129,558
Physiometrix, Common 1996-
Inc. shares 2000 139,769 285,023 152,348 285,023 307,492
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 -- -- -- 908,970 64,439
---------- --------- ---------- ----------
5,365,526 2,981,163 7,478,908 4,162,539
---------- --------- ---------- ----------
Retail/Consumer Products
- ------------------------
17.6% and 0.0% at December 31, 2004 and 2003, respectively
- ----------------------------------------------------------
Dakota Arms,
Inc. (a) (b) Preferred
shares 2004 571,430 1,000,001 1,000,003 -- --
Dakota Holdings, LLC
LLC (a) (b) units 2004 150,000 150,000 262,500 -- --
---------- --------- ---------- ----------
1,150,001 1,262,503 -- --
---------- --------- ---------- ----------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
1.7% and 0.8% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
Capital Valley
Ventures (a) LLC units 2004 100,000 100,000 40,000 -- --
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
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
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
---------- --------- ---------- ----------
835,792 124,052 735,792 84,052
---------- --------- ---------- ----------
Total equity investments - 92.2% and 57.7% at
December 31, 2004 and 2003, respectively 13,772,437 6,597,470 14,871,310 6,153,824
---------- --------- ---------- ----------
Notes Receivable, Net
- ---------------------
Capital Valley Secured note,
Ventures 4.28% 2003 $ -- -- -- 101,494 40,598
---------- --------- ---------- ----------
Total notes receivable - 0.0% and 0.4% at
December 31, 2004 and 2003, respectively -- -- 101,494 40,598
---------- --------- ---------- ----------
Total investments - 92.2% and 58.1% at
December 31, 2004 and 2003, respectively $13,772,437 $6,597,470 $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.
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
(1) Represents the total fair value of a particular industry segment as a percentage of partners'
capital at 12/31/04 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 4.28 percent to 10.00
percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
------------------------------------
2004 2003 2002
------ ------ ------
Investment income:
Notes receivable
interest $ 52,985 $ 117,580 $ 97,572
Short-term investment
interest 10,863 9,194 66,073
--------- --------- ---------
Total investment
income 63,848 126,774 163,645
Investment expenses:
Management fees 91,361 166,618 168,151
Independent General
Partners' compensation 55,625 40,000 45,500
Administrative and
investor services 1,925,418 1,845,003 2,027,856
Investment operations 644,568 483,957 440,160
Professional fees 92,316 196,649 131,577
Computer services 172,352 107,480 149,179
Interest expense 47 -- 13,035
--------- --------- ---------
Total investment
expenses 2,981,687 2,839,707 2,975,458
--------- --------- ---------
Net investment loss (2,917,839) (2,712,933) (2,811,813)
--------- --------- ---------
Realized (loss) gain
from sales of equity
investments (1,389,117) 6,212,043 1,432,231
Realized loss from
investment write-offs (1,059,653) (7,394,217) (5,446,528)
Realized gain from
recovery of investments
previously written off 222,513 -- --
Net realized gain from
venture capital limited
partnership investments 29,667 115,249 27,832
--------- --------- ---------
Net realized (loss)
income (2,196,590) (1,066,925) (3,986,465)
--------- --------- ---------
STATEMENTS OF OPERATIONS (continued)
- -----------------------------------
For the Years Ended December 31,
------------------------------------
2004 2003 1002
------ ------ ------
Decrease (increase) in
unrealized depreciation:
Equity investments 1,542,519 6,060,481 (7,217,797)
Notes receivable 60,896 86,539 5,386,013
--------- --------- ---------
Net decrease (increase) in
unrealized depreciation 1,603,415 6,147,020 (1,831,784)
--------- --------- ---------
Other income -- 193,830 774,298
--------- --------- ---------
Net (decrease) increase
in partners' capital
resulting from
operations $(3,511,014) $ 2,560,991 $(7,855,764)
========= ========= =========
Net (decrease) increase
In partners' capital
resulting from
operations per Unit $ (8.69) $ .10 $ (19.44)
========= ========= =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2004, 2003 and 2002:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 2002 $21,083,200 $(3,352,681) $17,730,519
Net investment loss (2,783,694) (28,119) (2,811,813)
Net realized loss (3,946,600) (39,865) (3,986,465)
Net increase in unrealized
depreciation (1,813,465) (18,319) (1,831,784)
Other income 766,555 7,743 774,298
---------- --------- ----------
Partners' capital,
December 31, 2002 13,305,996 (3,431,241) 9,874,755
Net investment loss -- (2,712,934) (2,712,934)
Net realized income (loss) 114,096 (1,181,021) (1,066,925)
Net (increase) decrease in
unrealized depreciation (70,976) 6,217,996 6,147,020
Distributions -- (1,770,540) (1,770,540)
Other income -- 193,830 193,830
---------- --------- ----------
Partners' capital,
December 31, 2003 13,349,116 (2,683,909) 10,665,206
Net investment loss (2,888,662) (29,177) (2,917,839)
Net realized loss (2,174,624) (21,966) (2,196,590)
Net decrease in unrealized
depreciation 1,587,381 16,034 1,603,415
---------- --------- ----------
Partners' capital,
December 31, 2004 $ 9,873,211 $(2,719,019) $ 7,154,192
========== ========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
-----------------------------------
2004 2003 2002
------ ------ ------
Net (decrease) increase in
partners' capital resulting
from operations $(3,511,014) $ 2,560,991 $ (7,855,764)
Adjustments to reconcile net
(Decrease) increase in
partners' capital resulting
from operations to net cash
used by operating activities:
(Decrease) increase in
unrealized depreciation:
Equity investments (1,542,519) (6,060,481) 7,217,797
Notes receivable (60,896) (86,539) (5,386,013)
Realized (gain) loss from
sales of equity investments 1,389,117 (6,212,043) (1,432,231)
Realized loss from
investment write-offs 1,059,653 7,394,217 5,446,528
Realized gain from
recovery of investments
previously written off (222,513) -- --
Net realized gain from
venture capital limited
partnership investments (29,667) (115,249) (27,832)
Net changes in operating assets
and liabilities:
Prepaid expenses 78,769 78,790 (357,106)
Other receivables 117,734 656,564 (774,298)
Accrued interest on notes
receivable 10,184 25,070 (80,987)
Due to related parties, net (647,168) 676,272 (53,220)
Accounts payable and accrued
expenses (19,559) (3,360) (59,712)
Other changes, net 11,889 185,235 (40,445)
--------- --------- ----------
Net cash used by
operating activities (3,365,990) (900,533) (3,403,283)
--------- --------- ----------
Cash flows from investing
activities:
Notes receivable issued -- (50,000) --
Purchase of equity
investments (3,055,457) (1,351,753) (3,654,853)
Proceeds from sales of
equity investments 1,796,870 7,011,933 2,761,586
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
-----------------------------------
2004 2003 2002
------ ------ ------
Proceeds from recovery of
investments previously
written off 222,513 -- --
Distributions from venture
capital limited partnership
investments 29,667 115,249 23,620
--------- --------- ----------
Net cash (used) provided
by investing activities (1,006,407) 5,725,429 (869,647)
--------- --------- ----------
Cash flows from financing
activities:
Repayments of short-term
Borrowings -- -- (1,200,000)
Distributions to General
Partners -- (1,770,540) --
--------- --------- ----------
Net cash used by
financing activities -- (1,770,540) (1,200,000)
--------- --------- ----------
Net (decrease) increase in
cash and cash equivalents (4,372,397) 3,054,356 (5,472,930)
Cash and cash equivalents
at beginning of year 4,804,340 1,749,984 7,222,914
--------- --------- ----------
Cash and cash equivalents
at end of year $ 431,943 $ 4,804,340 $ 1,749,984
========= ========= ==========
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Venture Partners V, An Aggressive Growth Fund, L.P.
(the Partnership or the Registrant) is a limited partnership organized
under the laws of the State of Delaware on June 26, 1989. The purpose of
the Partnership is to make venture capital investments in emerging growth
companies. The Partnership elected to be treated as a business
development company under the Investment Company Act of 1940, as amended
(the Act), and operates as a nondiversified investment company, as
defined in the Act. The Individual General Partners are responsible for
the management and administration of the Partnership. The Managing
General Partners are Technology Funding Ltd. (TFL) and Technology Funding
Inc. (TFI), a wholly owned subsidiary of TFL. There are two Independent
General Partners.
For the period from June 26, 1989, through May 1990, the Partnership was
inactive. The Partnership commenced selling Units of limited partnership
interest (Units) in May 1990. On January 2, 1991, the minimum number of
Units required to commence Partnership operations (15,000) had been sold.
The offering terminated with 400,000 Units sold on December 31, 1992.
The Partnership's original contributed capital was $40,040,046,
consisting of $40,000,000 from Limited Partners for 400,000 Units and
$40,046 from General Partners. The General Partners do not own any
Units. The Partnership's term was extended for a two-year period to
December 31, 2000, pursuant to unanimous approval by the Independent
General Partners in 1998. The Partnership's term was extended for an
additional two-year period to December 31, 2002, pursuant to unanimous
approval by the Independent General Partners in 1999. On November 8,
2002, the Limited Partners approved an extension of the Partnership's
term to December 31, 2004, and authorized additional one-year extensions
to the term of the Partnership through December 31, 2006. At the March
12, 2004, meeting, the Independent General Partners approved an extension
of the Partnership's term to December 31, 2006.
Preparation of Financial Statements and Use of Estimates
- --------------------------------------------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates. Significant
estimates include the estimate of fair value of investments, liabilities
and contingencies. Because of the inherent uncertainty of valuation, the
estimated fair value of investments may differ significantly from the
values that would have been used had a ready market for investments
existed, and the differences could be material.
Investments
- -----------
Investments are carried at estimated fair value as determined below:
Equity Investments
------------------
Under the direction and control of the Independent General Partners, the
Managing General Partners are delegated the authority to establish
valuation procedures and periodically apply such procedures to the
Partnership's investment portfolio. In fulfilling this responsibility,
the Managing General Partners periodically update and revise the
valuation procedures used to determine fair value in order to reflect new
events, changing market conditions, more experience with investee
companies or additional information, any of which may require the
revision of previous estimating procedures.
Unrestricted publicly traded securities are valued at the closing sales
price or bid price that is available on a national securities exchange or
over-the-counter market. Valuation discounts of 5 percent to 50 percent
are applied to publicly traded securities subject to resale restrictions
resulting from Rule 144 or contractual lock-ups, such as those commonly
associated with underwriting agreements or knowledge of material non-
public information.
The fair value of all other investments is determined in good faith by
the Managing General Partners under the delegated authority of the
Independent General Partners after consideration of available relevant
information. There is no ready market for the Partnership's investments
in private companies or unregistered securities of public companies.
Fair value is generally defined as the amount the Partnership could
reasonably expect to receive for an investment in an orderly disposition
based on a current sale. Significant factors considered in the
estimation of fair value include the inherent illiquidity of and lack of
marketability associated with venture capital investments in private
companies or unregistered securities, the investee company's enterprise
value established in the last round of venture financing, changes in
market conditions since the last round of venture financing or since the
last reporting period, the value of a minority interest in the investee
company, contractual restrictions on resale typical of venture financing
instruments, the investee company's financial position and ability to
obtain any necessary additional financing, the investee company's
performance as compared to its business plan, and the investee company's
progress towards initial public offering. The values determined for the
Partnership's investments in these securities are based upon available
information at the time the good faith valuations are made and do not
necessarily represent the amount which might ultimately be realized,
which could be higher or lower than the reported fair value.
At December 31, 2004 and 2003, the investment portfolio included private
company investments totaling $6,005,504 and $5,282,394, respectively,
whose fair values were established in good faith by the Managing General
Partners in the absence of readily ascertainable market values. In
addition, investments in publicly traded securities which have been
subjected to a discount for legal or contractual restrictions as
determined by the Managing General Partners amounted to $127,785 and
$100,001 at December 31, 2004 and 2003, respectively. Because of the
inherent uncertainty in the valuation, the values may differ
significantly from the values that would have been used had a ready
market for the securities existed, and the differences could be material.
Venture capital limited partnership investments are valued based on the
fair value of the underlying investments. Limited partnership
distributions that are a return of capital reduce the cost basis of the
Partnership's investment. Distributions from limited partnership
cumulative earnings are reflected as realized gains by the Partnership.
In the case of an other-than-temporary decline in value below cost basis,
an appropriate reduction in the cost basis is recognized as a realized
loss with the new cost basis being adjusted to equal the fair value of
the investment. Cost basis adjustments are reflected as "Realized loss
from investment write-offs" or "Net realized loss from venture capital
limited partnership investments" on the Statements of Operations.
Sales of equity investments are recorded on the trade date. The basis on
which cost is determined in computing realized gains or losses is
specific identification.
Notes Receivable
- ----------------
The fair value of notes receivable is determined in good faith by the
Managing General Partners under the authority of the Independent General
Partners. Fair value is generally defined as the amount the Partnership
could reasonably expect to receive for the notes and accrued interest on
the valuation date. The values determined for the Partnership's notes
receivable are based upon available information at the time the good
faith valuations are made and do not necessarily represent the amount
which might ultimately be realized which could be higher or lower than
the reported fair value. When the Managing General Partners' assessment
of fair value indicates that future collectability of interest or
principal is in doubt, notes are placed on nonaccrual status.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested in
demand accounts and money market instruments and are stated at cost plus
accrued interest. The Partnership considers all money market and short-
term investments with an original maturity of three months or less to be
cash equivalents.
Provision for Income Taxes
- --------------------------
No provision for income taxes has been made by the Partnership as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States which may not equate
to tax accounting. The cost of investments on a tax basis at December
31, 2004 and 2003, was $15,894,365 and $15,144,443, respectively. At
December 31, 2004 and 2003, gross unrealized appreciation and
depreciation on investments based on cost for federal income tax purposes
were as follows:
December 31, December 31,
2004 2003
------------ ------------
Unrealized appreciation $ 216,293 $ 182,963
Unrealized depreciation (9,513,188) (9,132,984)
---------- ----------
Net unrealized depreciation $(9,296,895) $(8,950,021)
========== ==========
Net Decrease in Partners' Capital Resulting from Operations Per Unit
- --------------------------------------------------------------------
Net decrease in partners' capital resulting from operations per Unit is
calculated by dividing the weighted average number of Units outstanding
of 400,000 for the years ended December 31, 2004, 2003 and 2002, into the
total net decrease in partners' capital resulting from operations
allocated to the Limited Partners. The Managing General Partners
contributed 0.1 percent of total Limited Partner capital contributions
and did not receive any Partnership Units.
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. For the years ended December 31, 2004, 2003
and 2002, related party costs were as follows:
2004 2003 2002
-------- -------- --------
Management fees $ 91,361 $ 166,618 $ 168,151
Independent General Partners'
compensation 55,625 40,000 45,500
Reimbursable operating expenses:
Administrative, investor
services and professional fees 2,017,734 2,041,652 2,159,433
Investment operations 644,568 483,957 440,160
Computer services 172,352 107,480 149,179
Management fees are 1 percent per annum of adjusted capital
contributions. Management fees compensate the Managing General Partners
solely for General Partner Overhead (as defined in the Partnership
Agreement) incurred in supervising the operation and management of the
Partnership and the Partnership's investments. Management fees due from
(to) the Managing General Partners were $3,597 and ($78,622) and were
included in due to related parties, net at December 31, 2004 and 2003,
respectively.
The Partnership reimburses the Managing General Partners for certain
operating expenses incurred in connection with the business of the
Partnership. Reimbursable operating expenses paid by the Managing
General Partners include expenses (other than Organizational and Offering
Expenses and General Partner Overhead) such as administrative and
investor services, investment operations, and computer services. Amounts
due to related parties for such expenses were $611,317 and $618,929, and
were included in due to related parties, net at December 31, 2004 and
2003, respectively.
As compensation for their services, the Independent General Partners each
receive $14,000 annually, plus $1,500 for each attended meeting of the
Individual General Partners or committee thereof. The Independent
General Partners are reimbursed for all out-of-pocket expenses relating
to attendance of the meetings, committees or otherwise of the Individual
General Partners. The Independent General Partners each own 20 Units.
Under the terms of a computer service agreement, Technology
Administrative Management, a division of TFL, charges the Partnership for
its share of computer support costs. These amounts are included in
computer services expenses.
As of December 31, 2004 and 2003, the Partnership has a due from related
party receivable of $557,337 and $0, respectively, related to its
investment in Dakota Holdings, LLC and Dakota Arms, Inc. The Partnership
has advanced funds to the company for operations. It is the Managing
General Partners' expectation that all or a portion of this receivable
will be converted into additional equity investments in Dakota Holdings
or otherwise paid in cash.
Retention bonuses were offered to and accepted by key employees of the
Managing General Partners in late 2002. The expense for these bonuses,
which were approved by the Independent General Partners during the
September 2002 Individual General Partner meeting, was prepaid by the
Partnership in October and December 2002. The amount of prepaid operating
expenses was $371,570 and is being amortized over the remaining expected
employment period. During 2004, 2003 and 2002, the partnership
recognized $78,780, $78,790 and $14,474 as operating expense related to
the amortization of retention bonuses. The bonuses, incremented by
annual salary increases, will be paid to those individuals who are still
full-time employees of the Managing General Partners in April 2007. Upon
the resignation of personnel no adjustment to the retention bonus amount
previously paid by the Partnership to the Managing General Partners shall
occur until a replacement person is hired.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of
portfolio companies. It is the Managing General Partners' policy that
all such compensation be transferred to the investing partnerships. If
the options are non-transferable, they are not recorded as an asset of
the Partnership. Any profit from the exercise of such options will be
transferred if and when the options are exercised and the underlying
stock is sold by the officers. Any such profit is allocated amongst the
Partnership and affiliated partnerships based upon their proportionate
investments in the portfolio company. At December 31, 2004, the
Partnership and affiliated partnerships had an indirect interest in non-
transferable Endocare, Inc. and Physiometrix, Inc. options with a fair
value of $3,869.
3. Allocation of Profits and Losses
--------------------------------
In accordance with the Partnership Agreement (see Note 1), net profits
and losses of the Partnership are allocated based on the beginning-of-
year partners' capital balances as follows:
(a) Profits:
(i) First, to those partners with deficit capital account
balances until such deficits have been eliminated;
(ii) Second, to the partners as necessary to offset net decrease
in partners' capital resulting from operations and sales
commissions previously allocated under (b)(ii) below; then
(iii)75 percent to the Limited Partners as a group in proportion
to the number of Units, 5 percent to the Limited Partners in
proportion to the Unit Months of each Limited Partner, and
20 percent to the Managing General Partners. Unit months
are the number of half months a Unit would be outstanding if
held from the date the original holder of such Unit was
deemed admitted into the Partnership until the termination
of the offering of Units.
(b) Losses:
(i) First, to the partners as necessary to offset the net
profits previously allocated to the partners under (a)(iii)
above; then
(ii) 99 percent to the Limited Partners and 1 percent to the
Managing General Partners.
Losses allocable to Limited Partners in excess of their capital account
balances will be allocated to the Managing General Partners. Net profit
thereafter, otherwise allocable to those Limited Partners, is allocated
to the Managing General Partners to the extent of such losses. For
allocation purposes, the Units held by the Independent General Partners
will be treated as Units held by Limited Partners.
Losses from unaffiliated venture capital limited partnership investments
are allocated pursuant to section (b) above. Gains are allocated 99
percent to the Limited Partners and 1 percent to the Managing General
Partners.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by
the Managing General Partners. See Note 1.
Marketable Equity Securities
- ----------------------------
At December 31, 2004 and 2003, marketable equity securities had aggregate
costs of $953,141 and $1,843,114, respectively, and aggregate fair market
values of $507,913 and $727,973, respectively. The net unrealized losses
at December 31, 2004 and 2003, included gross gains of $17,549 and
$102,754, respectively.
Restricted Securities
- ---------------------
At December 31, 2004 and 2003, restricted securities had aggregate costs
of $12,819,296 and $13,028,196, respectively, and aggregate fair market
values of $6,089,557 and $5,425,851, respectively, representing 84.1
percent and 47.5 percent, respectively, of the net assets of the
Partnership.
Significant purchases, sales and write-offs of equity investments during
2004 are as follows:
Acusphere, Inc.
- ---------------
During 2004, the Partnership liquidated its entire investment in the
company. The Partnership reported proceeds of $1,119,447 and recorded
realized losses of $606,161.
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.
Capital Valley Ventures
- -----------------------
At December 2004, the Partnership converted its secured notes receivable
and received 100,000 LLC Units at a cost of $100,000.
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 $4,118.
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, August and October 2004, the Partnership issued $150,000,
$100,000 and $175,000 convertible unsecured notes receivable with an
interest rate of 10%, respectively. All three notes were converted to
Series A Preferred shares on January 11, 2005. In conjunction with all
three notes receivable purchases, 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 $1,059,652. 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 on its investment.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
During 2004, the Partnership received no stock distributions. Total cash
distributions of $29,667, were received from Trinity Ventures IV, L.P.
These distributions were recorded as realized gains.
In the year ended December 31, 2004, there were no fair value changes
recorded by the Partnership for the venture capital limited partnerships.
Other Equity Investments
- ------------------------
Other significant changes reflected in the Statements of Investments
relate to market value fluctuations for publicly traded portfolio
companies or changes in the fair value of private companies as determined
in accordance with the policy described in Note 1 to the financial
statements.
5. Net Decrease (Increase) in Unrealized Depreciation of Equity
------------------------------------------------------------
Investments
-----------
In accordance with the accounting policy as stated in Note 1, the
Statements of Operations include a line item entitled "Net decrease
(increase) in unrealized depreciation of equity investments." The table
below discloses details of the changes:
For the Years Ended December 31,
-----------------------------------
2004 2003 2002
------ ------ ------
S>
Unrealized depreciation
from cost of marketable
equity securities $ (445,228) $(1,115,141) $(1,475,663)
Unrealized depreciation
from cost of non-marketable
equity securities (6,729,739) (7,602,345) (13,302,304)
---------- ---------- ----------
Unrealized depreciation
from cost at end of year (7,174,967) (8,717,486) (14,777,967)
Unrealized depreciation
from cost at beginning
of year (8,717,486) (14,777,967) (14,560,170)
---------- ---------- ----------
Net decrease (increase) in
unrealized depreciation
of equity investments $ 1,542,519 $ 6,060,481 $(7,217,797)
========== ========== ==========
6. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
2004 2003
------ ------
Balance, beginning of year $40,598 $36,858
Notes receivable written off (2,988) (85,020)
Note converted to equity (100,000) --
Increase in accrued interest 1,494 2,221
Net decrease in unrealized
depreciation of notes receivable 60,896 86,539
------ ------
Balance, end of year $ -- $40,598
====== ======
The interest rate on notes receivable during 2004, was 8.00 percent.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2004 and 2003, consisted of:
2004 2003
-------- --------
Demand accounts $431,355 $ 299,797
Money market accounts 588 4,504,543
------- ---------
Total $431,943 $4,804,340
======== =========
8. Short-Term Borrowings
---------------------
There were no short-term borrowings in 2004 and 2003.
9. Distributions
-------------
There were no tax distribution to the General Partners during 2004.
There was a $1,770,540 tax distribution to the General Partners during
2003.
10. Commitments and Contingencies
-----------------------------
The Partnership is a party to financial instruments with off-balance-
sheet risk in the normal course of its business. Generally, these
instruments are commitments for future equity fundings, venture capital
limited partnership investments, equipment financing commitments, or
accounts receivable lines of credit that are outstanding but not
currently fully utilized by a borrowing company. As they do not
represent current outstanding balances, these unfunded commitments are
properly not recognized in the financial statements. As of December 31,
2004 the Partnership had $50,000 of unfunded commitments.
In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration proceeding
against the Partnership, two affiliated partnerships, and a fourth co-
investor. Kanematsu was seeking to recover $2,000,000, the purchase
price in a contract by which the Partnership and the other entities were
alleged to have agreed to purchase certain debt securities of the
portfolio company from Kanematsu. The Partnership and affiliated
partnerships asserted counterclaims against Kanematsu. On February 12,
2002, the Partnership, affiliated partnerships and the co-investor were
awarded $4,000,000 and all of Kanematsu's claims were denied. The
Partnership recognized revenue and a receivable of $666,667 as of
February 12, 2002, for its proportionate share of the award. Kanematsu
appealed the order but in early November 2002 paid a forbearance fee of
$200,000 in exchange for an option to settle all liabilities. On
November 29, 2002, Kanematsu agreed to settle for $3,999,999. On
February 13, 2003, the Partnership received $774,298, representing its
proportionate share of the settlement, plus accrued interest, less
disputed legal fees. The Partnership recognized the additional revenue
and a receivable of $107,631 at December 31, 2002. In March 2003, the
law firm remitted an additional amount of $193,830 to the Partnership,
representing the settlement on the disputed legal fees.
From time to time, the Partnership is subject to routine litigation
incidental to the business of the Partnership. Although there can be no
assurances as to the ultimate disposition of these matters and the
proceeding disclosed above, it is the opinion of the Managing General
Partners, based upon the information available at this time, that the
expected outcome of these matters, individually or in the aggregate, will
not have a material adverse effect on the results of operations and
financial condition of the Partnership.
11. Financial Highlights
--------------------
For The Years Ended December 31,
-----------------------------------
2004 2003 2002
------ ------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $33.37 $33.27 $52.71
Loss from investment
operations:
Net investment loss (7.22) (0.48) (5.04)
Net realized and unrealized
(loss) gain on investments (1.47) .58 (14.40)
----- ------ ------
Total from investment
operations (8.69) .10 (19.44)
----- ------ ------
Net asset value, end of period $24.68 $33.37 $ 33.27
===== ====== ======
Total return (26.04)% 0.30% (36.88)%
Ratios to average net assets:
Net investment gain (24.88)% (1.44)% (11.73)%
Expenses 25.68% 21.30% 17.30%
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 General
Partners deficit. As of December 31, 2004, 2003 and 2002, the General
Partners had a negative capital balance of $2,719,019, $2,683,909 and
$3,431,241, respectively. Net asset value has been calculated in
accordance with this provision of the Partnership Agreement.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS V,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: March 23, 2005 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of Technology Funding Inc.
and Managing General Partner of
Technology Funding Ltd.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:
Signature Capacity Date
--------- -------- ----
/s/Charles R. Kokesh President, Chief March 23, 2005
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial Officer
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
The above represents a majority of the Board of Directors of Technology
Funding Inc. and the General Partners of Technology Funding Ltd.
Technology Funding Venture Partners V, L.P. 2:22 PM 03/23/05
(a Delaware limited partnership)
Page 1 of 3
Technology Funding Venture Partners V, L.P.
(a Delaware limited partnership)