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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, 1997
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
incorporation or organization) No.)
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(650) 345-2200
--------------------------------------------------
(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 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 Prospectus dated
January 22, 1992, forming a part of Registration Statement No. 33-
31237 filed pursuant to Rule 424(c) of the General Rules and
Regulations under the Securities Act of 1933, as modified by Post-
Effective Amendment No. 1 dated April 23, 1990, are incorporated by
reference in Parts I and III hereof. Portions of the Prospectus of
Technology Funding Venture Capital Fund VI, LLC as revised January 22,
1998, forming a part of the December 5, 1997, Pre-Effective Amendment
No. 1 to the Form N-2 Registration Statement No. 333-23913 dated July
11, 1997, are incorporated by reference in Part III hereof.
PART I
Item 1. BUSINESS
- ------ --------
Technology Funding Venture Partners V, An Aggressive Growth
Fund, L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of Delaware on June 26,
1989 and was inactive until it commenced the sale of Units in
May of 1990. The purpose of the Partnership is to make
venture capital investments in emerging growth companies as
described in the "Introductory Statement" and "Business of
the Partnership" sections of the Prospectus dated January 22,
1992. 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 that term is defined in the Act.
Additional characteristics of the Partnership's business are
discussed in the "Risk Factors" and "Conflicts of Interest"
sections of the Prospectus, which sections are also
incorporated herein by reference. The Partnership's Amended
and Restated Limited Partnership Agreement ("Partnership
Agreement") provides that the Partnership will continue until
December 31, 1998, subject to the right of the Individual
General Partners to extend the term for up to two additional
two-year periods.
Item 2. PROPERTIES
- ------ ----------
The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
- ------ -----------------
There are no material pending legal proceedings to which the
Registrant is party or of which any of its property is the
subject, other than ordinary routine litigation incidental to
the business of the Partnership.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
No matter was submitted to a vote of the holders of units of
limited partnership interests ("Units") during 1997.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- ------ -------------------------------------------------------------
MATTERS
-------
(a) There is no established public trading market for the
Units.
(b) At December 31, 1997, there were 6,574 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 Registrant's Partnership
Agreement.
Item 6. SELECTED FINANCIAL DATA
- ------ -----------------------
For the Years Ended and As of December 31,
-----------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
Total interest income $ 109,168 177,557 620,711 943,311 1,130,936
Total dividend income 280,010 -- -- -- --
Net operating loss (678,851) (1,796,650) (1,095,815) (689,890) (503,124)
Net realized gain from
sales of equity
investments 3,781,057 2,174,495 935,950 3,209,979 65,814
Realized losses from
investment write-downs (1,059,212) (4,049,697) (3,137,377) (541,125) (187,887)
Recoveries from investments
previously written-off -- 23,922 45,248 -- --
Net realized gain (loss) from
venture capital limited
partnership investments 38,757 22,997 -- -- (3,712)
Net realized income (loss) 2,081,751 (3,624,933) (3,251,994) 1,978,964 (628,909)
Change in net unrealized
fair value:
Equity investments 8,572,830 2,019,333 765,254 (314,082) 1,933,993
Secured notes receivable -- 955,000 (395,000) (443,000) (44,000)
Other investments (265,720) -- -- -- --
Net income (loss) 10,388,861 (650,600) (2,881,740) 1,221,882 1,261,084
Net realized income
(loss) per Unit 5 (9) (8) 5 (2)
Total assets 39,415,870 29,077,479 29,698,636 32,599,849 31,415,262
Refer to the financial statement notes entitled "Summary of Significant Accounting Policies" and
"Allocation of Profits and Losses" for a description of the method of calculation of net realized
income (loss) per Unit.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------ -------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Liquidity and Capital Resources
- -------------------------------
During 1997, net cash used by operating activities totaled
$853,082. The Partnership paid management fees of $357,496
to the Managing General Partners and reimbursed related
parties for operating expenses of $526,354. In addition,
$37,728 was paid to the Individual General Partners as
compensation for their services. Other operating expenses
of $287,846 were paid. The Partnership received $356,342
in interest and dividend income.
In 1997, the Partnership issued $33,902 in secured notes
receivable to a portfolio company in the computer systems
and software industry. Equity investments of $2,595,910
were funded primarily to portfolio companies in the medical
and industrial/business automation industries. The
Partnership paid off a line of credit totaling $1,055,862
which it had guaranteed for a portfolio company in the
computer and computer software industry. (See Note 9 to the
financial statements for additional disclosure.)
Repayments of secured and convertible notes receivable
during 1997 provided cash of $94,938. Proceeds from the
sale of equity investments were $4,508,995 and cash
distributions of $157,273 were received from venture
capital limited partnership investments. At December 31,
1997, the Partnership had commitments to fund additional
investments totaling $291,345.
Cash and cash equivalents at December 31, 1997, were
$1,839,535. Future proceeds from investment sales and
interest income on short-term investments are expected to
be adequate to fund Partnership operations through the next
twelve months.
Results of Operations
- ---------------------
1997 compared to 1996
- ---------------------
Net income was $10,388,861 in 1997, compared to a net loss
of $650,600 in 1996. The increase in net income was
primarily due to a $5,332,777 increase in the change in net
unrealized fair value of investments and secured notes
receivable, a $2,990,485 decrease in realized losses from
investment write-downs, a $1,606,562 increase in net
realized gain from sales of equity investments, and a
$909,575 decrease in operating expenses.
The $8,572,830 increase in the fair value of equity
investments during 1997 was primarily due to portfolio
companies in the medical, computer systems and software,
and microelectronics industries, partially offset by
decreases in the communications and industrial and business
automation industries. During 1996, the increase in fair
value of equity investments of $2,019,333 was primarily due
to portfolio companies in the medical, computer systems and
software, and communications industries, partially offset
by decreases in the biotechnology and environmental
industries. During 1996, the Partnership also recorded a
$955,000 increase in secured notes receivable value as a
result of the reclassification of secured notes receivable
to equity and other investments.
During 1997, realized losses from investment write-downs of
$1,059,212 primarily resulted from a portfolio company in
the computer systems and software industry. (See Notes 4
and 9 to the financial statements for additional
information.) During 1996, realized losses from investment
write-downs of $4,049,697 primarily related to portfolio
companies in the computer systems and software and
environmental industries.
Net realized gain from sales of equity investments of
$3,781,057 in 1997 resulted primarily from the sales of
shares in UT Starcom, Inc. and Bolder Technologies
Corporation. The 1996 net realized gain of $2,174,495 was
mostly due to sales of common stock of Bolder Technologies
Corporation and TheraTx, Incorporated.
Total operating expenses were $640,306 and $1,549,881 in
1997 and 1996, respectively. Included in 1997 operating
expenses are the costs of the Partnership's relocation of
its administrative and investor service operations to Santa
Fe, New Mexico. As disclosed in Note 2 to the financial
statements, the Partnership may not reimburse the General
Partners for expenses that aggregate more than one percent
of total Limited Partner capital contributions. As a
result, operating expenses of $404,486 and $531,571 were
absorbed by the General Partners in 1997 and 1996,
respectively. During 1996, it was determined that certain
operational costs paid directly by the Partnership were not
subject to the limitation. Consequently, in 1996, $853,838
of direct Partnership expenses previously absorbed by the
General Partners were recognized as additional expenses.
Had the limitation not been in effect and had the
additional expenses been recorded in prior years, total
operating expenses in 1997 and 1996, would have been
$1,044,792 and $1,227,614, respectively. The decrease is
primarily due to decreased investment operations expenses
as the overall level of portfolio activity has decreased.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio
company investments may significantly impact future
operations.
1996 compared to 1995
- ---------------------
Net loss was $650,600 in 1996, compared to $2,881,740 in
1995. The decrease in net loss was primarily due to
increases of $1,350,000 and $1,254,079 in the changes in
net unrealized fair value of secured notes receivable and
equity investments, respectively, a $1,238,545 increase in
net realized gain from sales of equity investments, and a
$406,289 decrease in management fees. These changes were
partially offset by a $912,320 increase in realized losses
from investment write-downs, a $688,552 increase in total
operating expenses and a $443,154 decrease in total
interest income.
During 1996, the Partnership recorded a $955,000 increase
in secured notes receivable fair value. The increase was
due to the reclassification of secured notes receivable of
$1,275,000 and $681,565 to equity investments and other
investments, respectively, as these notes had been
reflected with fair values less than cost. A $395,000
decrease was recorded in 1995.
During 1996, the increase in fair value of equity
investments of $2,019,333 was primarily due to portfolio
companies in the medical, computer systems and software,
and communications industries, partially offset by
decreases in the biotechnology and environmental
industries. The 1996 increase was offset by a $1,000,000
reserve for a contingent liability as disclosed in Note 9
of the financial statements. During 1995, the increase of
$765,254 was primarily due to portfolio companies in the
communications, microelectronics, and retail/consumer
products industries, partially offset by decreases in the
medical industry.
During 1996, net realized gain from sales of equity
investments of $2,174,495 was mostly due to the sales of
common stock of Bolder Technologies Corporation, and
TheraTx, Incorporated. During 1995, net realized gain of
$935,950 was mostly due to the partial sales of common
stock of UroMed Corporation and TheraTx, Incorporated.
Management fees were $389,995 and $796,284 for 1996 and
1995, respectively. As discussed in Note 2 to the
financial statements, management fees decreased from two
percent to one percent per annum of total Limited Partner
capital contributions beginning in January of 1996.
During 1996, realized losses from investment write-downs of
$4,049,697 primarily related to portfolio companies in the
computer systems and software and environmental industries.
During 1995, realized losses of $3,317,377 primarily
related to portfolio companies in the environmental,
medical and retail/consumer products industries.
Total operating expenses were $1,549,881 and $861,329 for
1996 and 1995, respectively. As disclosed in Note 2 to the
financial statements, the Partnership may not reimburse the
General Partners for expenses that aggregate more than one
percent of total Limited Partner capital contributions. As
a result, operating expenses of $531,571 and $770,116 were
absorbed by the General Partners in 1996 and 1995,
respectively. During 1996, it was determined that certain
operational costs paid directly by the Partnership were not
subject to the limitation. Consequently, in 1996, $853,838
of direct Partnership expenses previously absorbed by the
General Partners were recognized as additional expenses.
Also disclosed in Note 2, 1995 expenses included expenses
of $453,884 not previously recognized by the Partnership of
which $316,543 related to prior years. Had the limitation
not been in effect and had the additional expenses been
recorded in prior years, total operating expenses would
have been $1,227,614 and $1,314,902 in 1996 and 1995,
respectively.
Total interest income was $177,557 and $620,711 for 1996
and 1995, respectively. The decrease was primarily due to
lower cash and cash equivalents balances resulting from new
and follow-on investments.
The Year 2000
- -------------
The Managing General Partner is currently reviewing the
Partnership's information systems in anticipation of the
potential computer software problems associated with the
Year 2000. The Year 2000 issue exists because many
computer software programs use only two digits to identify
a year in the date field and were developed without
considering the impact of the upcoming change in the
century. The Managing General Partner currently expects to
complete the necessary critical software conversion
modifications in 1999, and does not anticipate any material
adverse impact on the financial position or results of
operations of the Partnership, as a result of the Year 2000
issue.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------ -------------------------------------------
The financial statements of the Registrant are set forth in
Item 14.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------ ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------
As a partnership, the Registrant has no directors or
executive officers. The Management Committee is
responsible for the management and administration of the
Partnership. The members of the Management Committee
consist of the three Individual 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. Information concerning the ownership of TFL and
the business experience of the key officers of TFI and the
partners of TFL is incorporated by reference from the
sections entitled "Management of the Partnership - The
Managing General Partners" and "Management of the
Partnership - Key Personnel of the Managing General
Partners" in the Prospectus, which are incorporated herein
by reference. Changes in this information that have
occurred since the date of the Prospectus are included in
the Technology Funding Venture Capital Fund VI, LLC
Prospectus, as revised January 22, 1998, forming a part of
the December 5, 1997 Pre-Effective Amendment No. 1 to the
Form N-2 Registration Statement No. 333-23913 dated July
11, 1997, which are incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
- ------- ----------------------
As a partnership, the Registrant has no officers or
directors. In 1997, the Partnership incurred $389,995 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 through December 31, 1997. General Partner
Overhead (as defined in the Partnership Agreement) includes
the General Partners' share of rent and utilities, and
certain salaries and benefits paid by the Managing General
Partners in performing their obligations to the
Partnership. As compensation for their services, the
Individual General Partners each receive $6,000 annually,
plus $1,000 for each attended meeting of the Individual
General Partners and related expenses. For the year ended
December 31, 1997, $37,728 of such fees were incurred.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- ------- ---------------------------------------------------
MANAGEMENT
----------
Not applicable. No Limited Partner beneficially holds more
than 5% 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. Two of the three Individual General Partners each
own 20 Units and the third owns 70 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.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
- ------- ------------------------------------------------------
FORM 8-K
--------
(a) List of Documents filed as part of this Annual Report
on Form 10-K
(1) Financial Statements - the following financial
statements are filed as a part of this Report:
Independent Auditors' Report
Balance Sheets as of December 31, 1997
and 1996
Statements of Operations for the years
ended December 31, 1997, 1996 and 1995
Statements of Partners' Capital for the years
ended December 31, 1997, 1996 and 1995
Statements of Cash Flows for the years
ended December 31, 1997, 1996 and 1995
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
Registrant's Amended and Restated Limited
Partnership Agreement (incorporated by reference
to Exhibit A to Registrant's Prospectus dated
January 22, 1992 included in Registration
Statement No. 33-31237 filed pursuant to Rule
424(b) of the General Rules and Regulations under
the Securities Act of 1933).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant
during the year ended December 31, 1997.
(c) Financial Data Schedule for the year ended and as of
December 31, 1997 (Exhibit 27).
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
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) as of December 31, 1997 and 1996, and
the related statements of operations, partners' capital, and cash
flows for each of the years in the three-year period ended December
31, 1997. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures
included confirmation of certain securities and loans owned, by
correspondence with the individual investee and borrowing companies,
and a physical examination of those securities held by a
safeguarding agent as of December 31, 1997 and 1996. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Technology Funding Venture Partners V, An Aggressive Growth Fund,
L.P. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the years in the three-
year period ended December 31, 1997, in conformity with generally
accepted accounting principles.
Albuquerque, New Mexico /S/KPMG Peat Marwick LLP
March 25, 1998
BALANCE SHEETS
- --------------
December 31,
---------------------
1997 1996
--------- ---------
ASSETS
Investments:
Equity investments (cost basis of
$22,803,180 and $21,000,400
for 1997 and 1996, respectively) $37,077,544 26,701,934
Secured notes receivable, net
(cost basis of $4,479 and
$29,142 for 1997 and 1996,
respectively) 4,479 29,142
Other investments (cost basis of
$664,299 for 1997 and 1996) 398,579 664,299
---------- ----------
Total investments 37,480,602 27,395,375
Cash and cash equivalents 1,839,535 1,617,085
Due from related parties 86,078 --
Other assets 9,655 65,019
---------- ----------
Total assets $39,415,870 29,077,479
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 45,893 37,117
Due to related parties -- 59,246
---------- ----------
Total liabilities 45,893 96,363
Commitments and contingencies
(Notes 2 and 9)
Partners' capital:
Limited Partners
(Units outstanding of
400,000 in both 1997 and 1996) 25,359,042 23,337,188
General Partners 2,291 (57,606)
Net unrealized fair value
increase (decrease)
from cost:
Equity investments 14,274,364 5,701,534
Other investments (265,720) --
---------- ----------
Total partners' capital 39,369,977 28,981,116
---------- ----------
Total liabilities and
partners' capital $39,415,870 29,077,479
========== ==========
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
----------------------------------
1997 1996 1995
------- ------- -------
Income:
Secured notes
receivable interest $ 56,636 106,108 106,723
Short-term investment
interest 52,532 71,449 513,988
Dividend income 280,010 -- --
--------- --------- ---------
Total income 389,178 177,557 620,711
Costs and expenses:
Management fees 389,995 389,995 796,284
Individual General
Partners' compensation 37,728 34,331 51,913
Amortization of
organizational costs -- -- 7,000
Operating expenses:
Administrative and
investor services 559,356 466,439 874,536
Investment operations 284,380 487,139 551,937
Professional fees 73,067 113,891 81,538
Computer services 127,989 160,145 123,434
Expenses absorbed by
General Partners (404,486) (531,571) (770,116)
Expenses previously
absorbed by General
Partners -- 853,838 --
--------- --------- ---------
Total operating
expenses 640,306 1,549,881 861,329
--------- --------- ---------
Total costs and expenses 1,068,029 1,974,207 1,716,526
--------- --------- ---------
Net operating loss (678,851) (1,796,650) (1,095,815)
Net realized gain from
sales of equity
investments 3,781,057 2,174,495 935,950
Realized losses from
investment write-downs (1,059,212) (4,049,697) (3,137,377)
Recoveries from
investments previously
written off -- 23,922 45,248
Net realized gain from
venture capital limited
partnership investments 38,757 22,997 --
---------- --------- ---------
Net realized income (loss) 2,081,751 (3,624,933) (3,251,994)
Change in net unrealized
fair value:
Equity investments 8,572,830 2,019,333 765,254
Other investments (265,720) -- --
Secured notes receivable -- 955,000 (395,000)
---------- --------- ---------
Net income (loss) $10,388,861 (650,600) (2,881,740)
========== ========= =========
Net realized income (loss)
per Unit $ 5 (9) (8)
========== ========= =========
See accompanying notes to financial statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 1997, 1996 and 1995:
Net Unrealized Fair Value
Increase (Decrease) From Cost
-----------------------------
Equity Secured
Limited General and Other Notes
Partners Partners Investments Receivable Total
-------- -------- ----------- ------------- -----
Partners' capital,
December 31, 1994 $30,145,346 11,163 2,916,947 (560,000) 32,513,456
Net realized loss (3,219,474) (32,520) -- -- (3,251,994)
Change in net unrealized
fair value:
Equity investments -- -- 765,254 -- 765,254
Secured notes receivable -- -- -- (395,000) (395,000)
---------- ------ --------- ------- ----------
Partners' capital,
December 31, 1995 26,925,872 (21,357) 3,682,201 (955,000) 29,631,716
Net realized loss (3,588,684) (36,249) -- -- (3,624,933)
Change in net unrealized
fair value:
Equity investments -- -- 2,019,333 -- 2,019,333
Secured notes receivable -- -- -- 955,000 955,000
---------- ------ --------- ------- ----------
Partners' capital,
December 31, 1996 23,337,188 (57,606) 5,701,534 -- 28,981,116
Net realized income 2,021,854 59,897 -- -- 2,081,751
Change in net unrealized
fair value:
Equity investments -- -- 8,572,830 -- 8,572,830
Other investments -- -- (265,720) -- (265,720)
---------- ------ ---------- -------- ----------
Partners' capital,
December 31, 1997 $25,359,042 2,291 14,008,644 -- 39,369,977
========== ====== ========== ======== ==========
See accompanying notes to financial statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
-----------------------------------
1997 1996 1995
---------- ---------- ---------
Cash flows from operating
activities:
Interest received $ 76,332 166,387 620,712
Dividends received 280,010 -- --
Cash paid to vendors (287,846) (276,630) (231,037)
Cash paid to related
parties (921,578) (1,659,888) (1,495,100)
---------- --------- ----------
Net cash used by
operating activities (853,082) (1,770,131) (1,105,425)
---------- --------- ----------
Cash flows from investing
activities:
Secured notes receivable
issued (33,902) (208,334) (1,066,666)
Purchase of equity
investments (2,595,910) (4,843,447) (7,414,638)
Payment of loan
guarantee (1,055,862) -- --
Repayment of secured and
convertible notes
receivable 94,938 547,440 588,817
Proceeds from sales of
investments 4,508,995 3,466,227 2,022,421
Distributions from venture
capital limited partnership
investments 157,273 29,288 --
---------- --------- ----------
Net cash provided (used)
by investing activities 1,075,532 (1,008,826) (5,870,066)
---------- --------- ----------
Net increase (decrease) in
cash and cash equivalents 222,450 (2,778,957) (6,975,491)
Cash and cash equivalents
at beginning of year 1,617,085 4,396,042 11,371,533
---------- --------- ----------
Cash and cash equivalents
at end of year $ 1,839,535 1,617,085 4,396,042
========== ========= ==========
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For the Years Ended December 31,
-----------------------------------
1997 1996 1995
--------- --------- ---------
Reconciliation of net
income (loss) to net cash
used by operating activities:
Net income (loss) $10,388,861 (650,600) (2,881,740)
Adjustments to reconcile
net income (loss) to net
cash used by operating
activities:
Amortization of
organizational costs -- -- 7,000
Change in net unrealized
fair value:
Equity investments (8,572,830) (2,019,333) (765,254)
Secured notes
receivable -- (955,000) 395,000
Other investments 265,720 -- --
Realized losses from
investment write-downs 1,059,212 4,049,697 3,137,377
Net realized gain from
sales of equity
investments (3,781,057) (2,174,495) (935,950)
Net realized gain from
venture capital limited
partnership investments (38,757) (22,997) --
Recoveries from investments
previously written off -- (23,922) (45,248)
Other, net -- (1,867) (5,992)
Changes in:
Accrued interest on
convertible and secured
notes (32,836) (9,303) 5,993
Accounts payable and
accrued expenses 8,776 10,417 (3,801)
Due to/from related
parties (145,324) 18,276 (14,811)
Other, net (4,847) 8,996 2,001
---------- --------- ----------
Net cash used
by operating activities $ (853,082) (1,770,131) (1,105,425)
========== ========= ==========
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For the Years Ended December 31,
-----------------------------------
1997 1996 1995
--------- --------- ---------
Non-cash investing
activities:
Reclassification of secured
notes to equity investments
(subordinated notes
receivable) $ -- 1,275,000 --
========== ========= ==========
Reclassification of secured
notes to other investments $ -- 681,565 --
========== ========= ==========
Common stock recovered
from equity investment
previously written off $ -- -- 45,248
========== ========= ==========
See accompanying notes to 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") 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 a business development
company under the Investment Company Act of 1940, as amended (the
"Act"), and operates as a nondiversified investment company as that
term is defined in the Act. The Managing General Partners are
Technology Funding Ltd. ("TFL") and Technology Funding Inc. ("TFI"),
a wholly-owned subsidiary of TFL. There are also three Individual
General Partners.
The Partnership offering commenced 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 Agreement
provides that the Partnership will continue until December 31, 1998,
unless further extended for up to two additional two-year periods
from such date if the Managing General Partners so determine or
unless sooner dissolved.
Preparation of Financial Statements and Use of Estimates
- --------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates. Estimates are used when accounting for investments,
change in unrealized 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
- -----------
Equity and Other Investments
----------------------------
The Partnership's method of accounting for investments, in accordance
with generally accepted accounting principles, is the fair value
basis used for investment companies. The fair value of Partnership
equity investments is their initial cost basis with changes as noted
below:
The fair value for publicly-traded equity investments (marketable
equity securities) is based upon the five-day-average closing sales
price or bid/ask price that is available on a national securities
exchange or over-the-counter market. Certain publicly-traded equity
investments may not be marketable due to selling restrictions and for
those securities, an illiquidity discount of up to 33% is applied
when determining the fair value; the actual discount percentage is
based on the type and length of the restrictions. Investments valued
under this method were $1,703,410 and $3,644,937 at December 31, 1997
and 1996, respectively.
All investments which are not publicly traded are valued at fair
market value as determined by the Managing General Partners in the
absence of readily ascertainable market values. Equity investments
valued under this method were $35,374,134 and $23,056,997 at December
31, 1997 and 1996, respectively. Generally, investments in privately
held companies are valued at original cost unless there is clear
evidence of a change in fair value, such as a recent round of third-
party financings or events that, in the opinion of the Managing
General Partners, indicate a change in value.
Convertible and subordinated notes receivable are stated at cost plus
accrued interest, which is equivalent to fair value, and are included
in equity investments as repayment of these notes generally occurs
through conversion into equity investments.
Venture capital limited partnership investments are initially
recorded at cost and 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.
At times, the Partnership may receive other assets in satisfaction of
secured notes receivable or equity investments in portfolio
companies. Such assets are classified as other investments and are
recorded at their fair value upon receipt.
Where, in the opinion of the Managing General Partner, events
indicate that the fair value of equity, venture capital and other
investments and convertible and subordinated notes receivable may not
be recoverable, a write down to estimated fair value is recorded.
Temporary changes in fair value result in increases or decreases to
the unrealized fair value of equity investments. Adjustments to fair
value basis are reflected as "Change in net unrealized fair value of
equity investments." 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 fair value being adjusted
to match the new cost basis. Cost basis adjustments are reflected as
"Realized losses from investment write-downs" 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.
Secured Notes Receivable, net
-----------------------------
The secured notes receivable portfolio includes accrued interest less
the discount related to warrants and the allowance for loan losses.
The portfolio approximates fair value through inclusion of an
allowance for loan losses. The allowance for loan losses is reviewed
quarterly by the Managing General Partners and is adjusted to a level
deemed adequate to cover possible losses inherent in notes and
unfunded commitments. Notes receivable are placed on nonaccrual
status when, in the opinion of the Managing General Partners, the
future collectibility of interest or principal is in doubt.
In conjunction with the secured notes issued to portfolio companies,
the Partnership has received warrants to purchase certain shares of
capital stock of the borrowing companies. The cost basis of the
warrants and the resulting discount has been estimated by the
Managing General Partners to be 1% of the principal balance of the
original notes made to the borrowing companies. The discount is
amortized to interest income on a straight-line basis over the term
of the loan. Warrants received in conjunction with convertible notes
are not assigned any additional costs. These warrants are included
in the equity investment portfolio.
Nonrefundable fees received in connection with loan fundings are
deferred and amortized to interest income over the contractual life
of the loan using the effective interest method or the straight-line
method if it is not materially different. Direct loan origination
costs mainly consist of third-party costs and generally are
reimbursed by portfolio companies.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested
in demand accounts, money market instruments, and commercial paper
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.
Organizational Costs
- --------------------
Organizational costs of $35,000 are amortized over 60 months using
the straight-line method.
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.
Since the accompanying financial statements are prepared using
generally accepted accounting principles which may not equate to tax
accounting, the Partnership's total tax basis in investments was
higher than the reported total cost basis of $23,471,958 by $305,462
as of December 31, 1997.
Net Realized Income (Loss) Per Unit
- -----------------------------------
Net realized income (loss) per Unit is calculated by dividing the
weighted average number of Units outstanding (400,000) at December
31, 1997, 1996 and 1995 into total net realized income (loss)
allocated to the Limited Partners. The Managing General Partners
contributed an amount equal to 0.1% 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, 1997,
1996 and 1995, related party costs were as follows:
1997 1996 1995
--------- --------- ---------
Management fees $389,995 389,995 796,284
Individual General
Partners' compensation 37,728 34,331 51,913
Amortization of organi-
zational costs -- -- 7,000
Reimbursable operating
expenses:
Administrative and
investor services 373,519 341,641 758,167
Investment operations 260,707 429,785 520,607
Computer services 118,791 160,145 123,434
Expenses absorbed by
General Partners (404,486) (531,571) (770,116)
Expenses previously
absorbed by General
Partners -- 853,838 --
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. Pursuant to the
Partnership Agreement, beginning January 2, 1996, management fees
changed from two percent to one percent per annum of adjusted Capital
contributions. Such amounts due to related parties were $64,999 and
$32,500 at December 31, 1997 and 1996, respectively.
The Partnership reimburses the Managing General Partners for
operating expenses incurred in connection with the business of the
Partnership. Reimbursable operating expenses paid by the Managing
General Partners include expenses (other than Organizational and
Offering Expenses and General Partner Overhead) such as
administrative and investor services, investment operations, and
computer services. At December 31, 1997, amounts due from related
parties related to such expenses were $151,077 compared to $26,746
due to related parties at December 31, 1996. During late 1995,
operating cost allocations to the Partnership were reevaluated. The
Managing General Partners determined that they had not fully
recovered allocable overhead as permitted by the Partnership
Agreement. As a result, the Partnership was charged additional
administrative and investor services expenses of $453,884 that was
not previously recognized by the Partnership; however, during 1995,
$392,555 of this amount was absorbed by the Managing General
Partners. The $453,884 consisted of $137,341 and $316,543 for 1995
and prior years, respectively.
Pursuant to the Partnership Agreement, the Partnership may not pay or
reimburse the Managing General Partners for operational costs that
aggregate more than 1% of total Limited Partner capital contributions
in 1996 and 2% in prior years. During 1996, it was determined that
certain operational costs paid directly by the Partnership were not
subject to this limitation; consequently, $853,838 was reimbursed to
the Managing General Partners. In 1997, 1996 and 1995, operating
expenses incurred by the Managing General Partners exceeded the
limitation by $404,486, $531,571 and $770,116, respectively,
resulting in these amounts being absorbed by the Managing General
Partners. Had the limitation not been in effect and had the
additional expenses been recorded in prior years, total operating
expenses would have been $1,044,792, $1,227,614 and $1,314,902 for
1997, 1996 and 1995, respectively.
As compensation for their services, the Individual General Partners
each receive $6,000 annually, plus $1,000 for each attended meeting
of the Individual General Partners and related expenses. Two of the
three Individual General Partners each own 20 Units and the third
owns 70 Units.
Effective November 1, 1997, TFL assigned its California office lease
to Technology Funding Property Management LLC (TFPM), an entity that
is affiliated to the Managing General Partner. Under the terms of a
rent agreement, TFPM charges the Partnership for its share of office
rent and related overhead costs. These amounts are included in
administrative and investor service costs.
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.
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. At
December 31, 1997, the Partnership had an indirect interest in non-
transferable Physiometrix, Inc. and Conversion Technologies
International, Inc. options at an exercise price higher than the
current market value.
In 1996 and 1995, TFL had a sublease rental agreement with a
Partnership portfolio company in the medical industry. The terms of
this agreement were similar to those which would apply to an
unrelated party.
3. Allocation of Profits and Losses
--------------------------------
Net realized profit and loss 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 loss
and sales commissions previously allocated under (b)(ii)
below; then
(iii)75% to the Limited Partners as a group in proportion to
the number of Units, 5% to the Limited Partners in
proportion to the Unit Months of each Limited Partner,
and 20% 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% to the Limited Partners and 1% 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 Individual
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 first to offset previously allocated losses pursuant to
(b)(i) above, and then 99% to the Limited Partners and 1% to the
Managing General Partners.
4. Equity Investments
------------------
At December 31, 1997, and December 31, 1996, equity investments consisted of:
December 31, 1997 December 31, 1996
Principal ------------------ -----------------
Investment Amount or Cost Fair Cost Fair
Industry/Company Position Date Shares Basis Value Basis Value
- ---------------- -------- ---- ------ ----- ----- ----- -----
Biomedical
- ----------
Arcturus Common
Pharmaceutical share
Corporation warrant
at $3.62;
expiring
08/97 08/92 16,549 -- -- 0 0
Axys Common
Pharmaceuticals shares
Inc. 12/95 37,855 500,000 315,711 500,000 520,052
Redcell, Inc. Series B
Preferred
shares 12/94 797,872 750,000 0 750,000 750,000
Redcell, Inc. Convertible
note (1) 02/96 $179,932 196,296 196,296 192,563 192,563
Redcell, Inc. Series C
Preferred
share warrant
exercise price $26,990
TBD; aggregate
expiring purchase
02/01 02/96 price 0 0 0 0
Redcell, Inc. Convertible
note (1) 07/96 $17,993 19,033 19,033 18,673 18,673
Redcell, Inc. Series C
Preferred
Share warrant
exercise
price $2,699
TBD; aggregate
expiring purchase
07/01 07/96 price 0 0 0 0
Biotechnology
- -------------
CV Therapeutics, Common
Inc. share
warrant
at $20.00;
expiring
09/00 09/95 3,200 1,280 0 1,280 0
CV Therapeutics, Common 03/94&
Inc. Shares 09/95 68,900 1,376,720 625,612 1,376,720 333,304
Molecular Common
Geriatrics shares
Corporation 09/93 47,170 250,000 94,340 250,000 94,340
Prolinx, Inc. Series A
Preferred
shares 05/95 328,929 328,929 575,626 328,929 328,929
Prolinx, Inc. Series A
Preferred
shares 12/95 342,071 342,071 598,624 342,071 342,071
Prolinx, Inc. Series A
Preferred
shares 09/96 429,000 429,000 750,750 429,000 429,000
Prolinx, Inc. Series B
Preferred
shares 07/97 164,835 288,461 288,461 -- --
Communications
- --------------
NetChannel, Inc. Series B
Preferred
shares 10/96 47,340 24,750 25,000 24,750 24,750
NetChannel, Inc. Series B
Preferred
share warrant
at $1.10;
expiring
10/99 10/96 22,727 -- -- 250 250
NetChannel, Inc. Series B
Preferred
shares 01/97 47,340 11,477 25,000 -- --
NetChannel, Inc. Series B
Preferred
shares 03/97 56,808 13,774 29,999 -- --
NetChannel, Inc. Convertible
note (1) 05/97 $11,279 11,917 11,917 -- --
NetChannel, Inc. Series B
Preferred
shares 05/97 31,970 14,067 16,883 -- --
NetChannel, Inc. Convertible
note (1) 09/97 $ 9,375 9,605 9,605 -- --
NetChannel, Inc. Convertible
note (1) 09/97 $ 9,375 9,592 9,592 -- --
NetChannel, Inc. Series X
Preferred
warrant at
exercise Aggregate
price TBD Purchase price
expiration TBD 09/97 2,344 0 0 -- --
NetChannel, Inc. Series X
Preferred
warrant at
exercise Aggregate
price TBD Purchase price
expiration TBD 09/97 2,344 0 0 -- --
Positive Series E
Communications, Preferred
Inc. shares 09/94 285,714 1,000,000 1,214,285 1,000,000 1,214,285
Positive Series G
Communications, Preferred
Inc. shares 08/95 17,885 76,011 76,011 76,011 76,011
Positive Convertible
Communications, note (1)
Inc. 03/96 $63,047 72,037 72,037 66,942 66,942
Positive Common
Communications, share
Inc. warrant
at $.50;
expiring
03/01 03/96 3,709 4 13,909 4 13,909
Positive Convertible
Communications, note (1)
Inc. 10/96 $47,065 -- -- 47,870 47,870
Positive Common
Communications, share
Inc. warrant
at $0.50;
expiring
10/01 10/96 5,537 6 20,764 6 20,764
UT Starcom, Inc. Common
share
warrant
at $.6875;
expiring
05/99 03/95 145,456 -- -- 0 900,736
UT Starcom, Inc. Series A
Preferred
shares 03/95 187,500 -- -- 375,000 1,290,000
Wire Networks, Series A
Inc. Preferred
shares 02/96 78,553 106,047 238,801 106,047 106,047
Wire Networks, Series B
Inc. Preferred
shares 02/96 95,980 215,955 291,779 215,955 215,955
Wire Networks, Convertible
Inc. note (1) 11/96 $7,917 -- -- 7,990 7,990
Wire Networks, Series C
Inc. Preferred
shares 07/97 2,740 8,330 8,330 -- --
Computer Systems and Software
- -----------------------------
Ascent Logic Common
Corporation share
warrant
at $.94;
exercised
03/97 03/92 31,915 -- -- 2,500 0
Ascent Logic Series C
Corporation Preferred
shares 10/92 425,532 396,000 148,936 396,000 148,936
Ascent Logic Common
Corporation shares 03/97 36,443 23,796 12,755 -- --
Informix Common
Software, Inc. shares 03/96 1,534 -- -- 51,773 32,329
Informix Common
Software, Inc. shares 04/97 1,491 -- -- -- --
Lynk Systems, Common
Inc. share
warrant
at $0.33;
expiring
07/98 07/93 105,000 3,500 369,600 3,500 369,600
Pilot Network Series D
Services, Inc. Preferred
shares 03/95 371,557 650,225 3,344,013 650,225 1,486,228
Pilot Network Series E
Services, Inc. Preferred
shares 07/96 73,970 295,880 665,730 295,880 295,880
Velocity Series A
Incorporated Preferred
shares 10/94 12,572,652 -- -- 0 0
Velocity Common
Incorporated share
warrant
at $1.00;
expiring
03/00 03/95 25,000 0 0 0 0
Velocity Subordinated 08/95-
Incorporated notes (1) 10/95 $ 250,000 0 0 0 0
Velocity Subordinated 11/95-
Incorporated notes (1) 09/96 $1,296,650 0 0 0 0
Velocity Subordinated
Incorporated notes (1) 08/97 3,350 0 0 -- --
Versant Object Common
Technology shares 05/97 2,091 18,559 28,396 -- --
Environmental
- -------------
Conversion Common
Technologies shares
International,
Inc. 05/96 207,547 1,500,000 197,170 1,500,000 357,085
Conversion Class A
Technologies warrant
International, at $5.85;
Inc. expiring
05/01 05/96 93,750 0 0 0 0
Conversion Common share
Technologies warrant
International, at $5.28;
Inc. expiring
05/00 05/96 51,884 0 8,301 0 0
Conversion Series A
Technologies private
International, placement
Inc. units (4) 08/97 .6250 62,500 62,500 -- --
Conversion Series A
Technologies private
International, placement
Inc. units (4) 09/97 .1625 16,250 16,250 -- --
Naiad Series A
Technologies,Inc.Preferred
shares 12/95 50,000 25,000 162,500 25,000 100,000
Naiad Series B
Technologies,Inc.Preferred
shares 11/96 15,102 30,204 49,082 30,204 30,204
Naiad Series C
Technologies,Inc.Preferred
shares 11/97 49,230 159,998 159,998 -- --
SRG Products Convertible
Corporation note (1) 07/94 $56,880 0 0 0 0
SRG Products Convertible
Corporation note (1) 09/94 $116,261 0 0 0 0
SRG Products Convertible
Corporation note (1) 01/95 $5,101 0 0 0 0
SRG Products Subordinated
Corporation note (1) 04/95 $56,880 57,224 57,224 57,271 57,271
SRG Products Subordinated
Corporation note (1) 06/95 $122,547 0 0 0 0
Industrial/Business Automation
- ------------------------------
Avalon Imaging, Redeemable
Inc. Series A
Preferred
shares 12/94 144,509 250,001 197,081 250,001 433,527
Avalon Imaging, Redeemable
Inc. Series B
Preferred 02/96&
shares 06/96 166,667 499,671 537,125 500,001 500,001
Avalon Imaging, Common
Inc. shares 04/96 125,000 250,000 250,000 250,000 250,000
Avalon Imaging, Series C
Inc. Preferred
share
warrant at
exercise price $45,967
TBD; aggregate
expiring purchase
03/02 03/97 price 0 0 -- --
Avalon Imaging, Series C
Inc. Preferred
shares 09/97 379,037 409,360 409,360 -- --
Avalon Imaging, Series C
Inc. Preferred
share
warrant at
exercise price $12,250
TBD; aggregate
expiring purchase
10/02 10/97 price 0 0 -- --
Bolder Common
Technologies shares
Corporation 05/96 57,499 -- -- 145,207 960,981
Portable Series A
Energy Preferred
Products, Inc. shares 06/95 1,100,000 1,100,000 687,500 1,100,000 1,100,000
Portable Convertible
Energy note (1)
Products, Inc. 10/96 $202,508 3,242 3,242 205,388 205,388
Portable Common
Energy share
Products, Inc. warrant
at $1.00;
expiring
09/01 10/96 155,804 0 0 0 0
Portable Series A
Energy Preferred
Products, Inc. share
warrant
at $0.10;
expiring
09/01 10/96 186,816 0 98,078 0 168,134
Portable Common
Energy share
Products, Inc. warrant
at $1.00;
expiring
03/02 03/97 98,398 0 0 -- --
Portable Convertible
Energy note (1)
Products, Inc. interest 03/97 $98,398 1,983 1,983 -- --
Portable Common
Energy share
Products, Inc. warrant
at $1.00
expiring
06/02 06/97 8,476 339 0 -- --
Portable Common
Energy share
Products, Inc. warrant
at $1.00
expiring
06/02 07/97 21,182 847 0 -- --
Portable Convertible
Energy note (1)
Products, Inc. interest 06/97 $33,902 683 683 -- --
Portable Convertible
Energy note (1)
Products, Inc. interest 07/97 $84,727 1,707 1,707 -- --
Portable Series B
Energy preferred
Products, Inc. shares 12/97 1,138,522 568,156 697,917 -- --
Information Technology
- ----------------------
Metromail, Common
Inc. shares 12/93 1,957 46,723 35,970 -- --
WorldRes, Inc. Series B
Preferred
shares 01/97 7,396 24,998 27,365 -- --
WorldRes, Inc. Series X shares
warrant at
price TBD Aggregate
expiring 10/02 10/97 $ 938 0 0 -- --
WorldRes, Inc. Series C
Preferred
shares 12/97 51,942 192,186 192,186 -- --
WorldRes, Inc. Interest 10/97 $75 75 75 -- --
Medical
- -------
Acusphere, Inc. Series B
Preferred
shares 05/95 250,000 400,000 750,000 400,000 535,000
Acusphere, Inc. Series C
Preferred
shares 05/96 23,364 49,999 70,092 49,999 49,999
Acusphere, Inc. Series D
Preferred
shares 11/97 104,167 312,500 312,500 -- --
ADESSO Specialty Series A
Services Preferred
Organization, shares
Inc. 07/95 400,000 400,000 3,360,000 400,000 1,300,000
ADESSO Specialty Series B
Services Preferred
Organization, shares
Inc. 03/96 369,231 1,200,001 3,101,540 1,200,001 1,200,001
ADESSO Specialty Series A
Services Preferred
Organization, share warrant
Inc. at $1.00;
expiring
03/01 03/96 68,704 0 508,410 0 154,584
ADESSO Specialty Series D
Services Preferred
Organization, shares
Inc. 12/97 28,095 235,998 235,998 -- --
Biex, Inc. Series A
Preferred
shares 07/93 128,205 83,333 320,513 83,333 192,308
Biex, Inc. Series B
Preferred
shares 10/94 63,907 63,907 159,768 63,907 95,861
Biex, Inc. Series B
Preferred
share warrant
at $1.00;
expiring
10/99 10/94 23,540 8 35,310 8 11,770
Biex, Inc. Series C
Preferred
shares 06/95 83,334 83,334 208,335 83,334 125,001
Biex, Inc. Series C
Preferred
shares 12/95 83,333 83,333 208,333 83,333 125,000
Biex, Inc. Series C
Preferred
shares 04/96 83,333 83,333 208,333 83,333 125,000
Biex, Inc. Series D
Preferred
shares 08/96 111,115 166,673 277,788 166,673 166,673
Biex, Inc. Series D
Preferred
shares 03/97 44,446 66,669 111,115 -- --
Biex, Inc. Series E
Preferred
shares 08/97 13,334 33,335 33,335 -- --
CareCentric Series A
Solutions, Inc. Preferred
shares 10/95 166,667 250,000 186,926 250,000 283,333
CareCentric Series B
Solutions, Inc. Preferred
shares 09/96 14,500 21,750 16,263 21,750 21,750
CareCentric Series C
Solutions, Inc. Preferred
shares 12/97 46,576 48,905 48,905 -- --
CareCentric Common share
Solutions, Inc. warrant at
$.15 expiring
12/02 12/97 23,288 20,959 20,959 -- --
Endocare, Inc. Common
shares 08/96 250 750 895 750 603
Endocare, Inc. Common
share
warrant
at $3.00;
expiring
08/01 08/96 3,750 0 1,631 0 1,508
Endocare, Inc. Convertible
note (1) 08/96 $18,750 -- -- 19,817 19,817
Endocare, Inc. Common
shares 01/97 1,750 6,125 6,265 -- --
Endocare, Inc. Common
shares 01/97 8,300 20,750 28,142 -- --
Endovascular Common
Technologies shares 12/96 647 -- -- 5,904 6,066
Intella Common
Interventional shares
Systems, Inc. 02/93 8,715 436 13,944 436 13,944
Intella Series A
Interventional Preferred
Systems, Inc. shares 02/93 4,358 2,179 6,973 2,179 6,973
Megabios Corp. Common
shares 09/94 193,125 750,001 2,177,871 750,001 1,448,438
Megabios Corp. Common
shares 12/94 57,937 225,000 653,356 225,000 434,530
Megabios Corp. Common
shares 07/95 50,212 195,000 566,241 195,000 376,593
Oxford Common
GlycoSystems shares
Group PLC 08/93 533,867 999,927 747,414 999,927 464,464
Periodontix, Series A
Inc. Preferred
shares 12/93 150,000 150,000 367,500 150,000 300,000
Periodontix, Series B
Inc. Preferred
shares 02/96 100,500 201,000 246,225 201,000 201,000
Pharmadigm, Series A
inc. Preferred
shares 04/93 322,581 396,000 709,678 396,000 645,162
Pharmadigm, Series A
Inc. Preferred
shares 12/94 215,054 270,667 473,119 270,667 430,108
Pharmadigm, Series B
Inc. Preferred
share warrant
at $2.50;
expiring
10/00 10/95 10,250 0 0 0 0
Pharmadigm, Series B
Inc. Preferred
share warrant
at $2.00;
expiring
02/01 02/96 10,833 0 2,167 0 0
Pharmadigm, Series B
Inc. Preferred
shares 05/96 137,778 275,556 303,112 275,556 275,556
Pharmadigm, Series C
Inc. Preferred
shares 06/97 17,183 37,423 37,423 -- --
Pharmadigm, Series C
Inc. Preferred
share warrant
at $2.20;
expiring
06/00 06/97 1,203 378 378 -- --
Pharmos Common
Corporation shares 04/95 & 11/95 60,331 45,248 121,266 45,248 85,790
Pherin Series B
Pharmaceuticals Preferred
Inc. shares 08/91 200,000 200,000 400,000 200,000 400,000
Physiometrix, Common
Inc. share warrant
at $6.60;
expiring
06/01 01/96 13,525 179 0 179 0
Physiometrix, Common
Inc. shares 04/96 287,021 668,557 520,208 668,557 1,112,577
R2 Technology, Series A-1
Inc. Preferred
shares 05/94 400,000 400,000 736,000 400,000 736,000
R2 Technology, Series B
Inc. Preferred
share warrant
at $2.00;
expiring
11/00 11/95 9,667 0 0 0 0
R2 Technology, Series B-1
Inc. Preferred
shares 03/96 68,541 137,080 137,080 137,080 137,080
Microelectronics
- ----------------
Tessera, Inc. Common
share
warrant
at $.72848;
exercised
04/97 04/92 72,754 -- -- 3,500 82,940
Tessera, Inc. Series B
Preferred
shares 05/92 666,666 500,000 3,333,330 500,000 1,246,665
Tessera, Inc. Common
shares 04/97 72,754 56,500 72,754 -- --
Retail/Consumer Products
- ------------------------
YES! Common
Entertainment shares
Corporation 06/95 55,555 166,665 91,999 166,665 279,706
Venture Capital Limited Partnership Investments
- -----------------------------------------------
Colorado Venture Ltd.
Management Partnership
Equity Fund IV interests various $150,000 103,277 107,455 150,000 132,851
El Dorado Ltd.
Ventures III Partnership
interests various $250,000 212,460 331,186 187,460 224,122
OW & W Pacrim Ltd.
Investments Partnership
Limited interests various $175,300 175,300 175,300 250,000 250,000
Spectrum Equity Ltd.
Investors Partnership
interests various $410,525 347,275 485,841 330,144 448,612
Trinity Ventures Ltd.
IV, L.P. Partnership
interests various $153,130 10,941 97,276 10,648 64,544
---------- ---------- ---------- ----------
22,803,180 37,077,544 21,000,400 27,701,934
Reserve for unrealized loss
from contingent liability (3) -- -- -- (1,000,000)
---------- ---------- ---------- ----------
Total equity investments $22,803,180 37,077,544 21,000,400 26,701,934
========== ========== ========== ==========
- -- No investment held at end of period.
0 Investment active with a carrying value or fair value of zero.
(1) Convertible and subordinated notes include accrued interest. Interest rates on
such notes range from 8% to 16%.
(2) Common stockholders have a right to purchase one Preferred share for each share
of common stock held, subject to certain conditions.
(3) Refer to Note 9, Commitments and Contingencies, for information regarding reserve for
contingent liability.
(4) Each private placement unit consists of 10,000 premium preferred shares with a stated
value of $10.00 per share.
Marketable Equity Securities
- ----------------------------
At December 31, 1997 and 1996, marketable equity securities had
aggregate costs of $3,948,418 and $4,423,550, respectively, and
aggregate market values of $1,703,410 and $3,644,937, respectively.
The net unrealized losses at December 31, 1997 and 1996, included
gross gains of $103,141 and $1,428,442, respectively.
Acusphere, Inc.
- ---------------
In November 1997, the Partnership made an additional investment in the
company by purchasing 104,167 Series D Preferred shares for $312,500.
The pricing of this round, in which third parties participated,
indicated an increase in fair value of $235,093 for the Partnership's
existing investment.
ADESSO Specialty Services Organization, Inc.
- --------------------------------------------
During the first quarter of 1997, the company closed a Series C
Preferred share round of financing in which the Partnership did not
participate.
In December 1997, the Partnership made an additional investment in the
company by purchasing 28,095 Series D Preferred shares for $235,998.
The pricing of this round, in which third parties participated,
indicated a $4,315,365 increase in fair value for the Partnership's
existing investment.
Avalon Imaging, Inc.
- --------------------
In March of 1997, the Partnership issued $153,223 in convertible notes
receivable to the company and received warrants to purchase Series C
Preferred shares.
In July of 1997, the Partnership funded a bridge in the amount of
$35,000. In September of 1997, the Partnership converted bridge
notes, totaling $188,223 plus accrued interest of $6,137, to 179,963
Series C Preferred shares. At the same time the Partnership also
purchased 199,074 additional Series C Preferred shares for $215,000.
The pricing of this round, in which third parties participated,
indicated a fair value decrease of $198,992 for the Partnership's
existing investment.
Biex, Inc.
- ----------
In March of 1997, the Partnership made an additional investment in the
company by purchasing 44,446 Series D Preferred shares for $66,669.
In August of 1997, the Partnership purchased 13,334 Series E Preferred
shares for $33,335. The pricing of this round, in which third parties
participated, indicated a fair value increase of $621,213 for the
Partnership's existing investment.
Bolder Technologies Corporation
- -------------------------------
During the first nine months of 1997, the Partnership sold its entire
investment in the company for total proceeds of $786,196 and a
realized a gain of $640,989.
CareCentric Solutions, Inc.
- ---------------------------
In December 1997, the Partnership made an additional investment in the
company by purchasing 46,576 Series C Preferred shares and a warrant
for 23,288 common shares for a total cost of $69,864. The pricing of
this round, in which third parties participated, indicated a $101,894
decrease in the fair value of the Partnership's existing investment.
Conversion Technologies International, Inc.
- -------------------------------------------
In August and September of 1997, the Partnership made an additional
investment of $78,750 in the company by purchasing .625 and .1625
units of Series A private placement. Each unit consisted of 10,000
premium preferred shares with a stated value of $10 per share.
Megabios Corporation
- --------------------
In September of 1997, the company completed its initial public
offering ("IPO"). Prior to the IPO, the company effected a reverse
stock split resulting in the Partnership's Preferred shares being
converted to 301,274 common shares. At December 31, 1997, the
Partnership recorded an increase in fair value of $1,137,907 to
reflect the publicly-traded market price of its investments, net of a
discount applied as the Partnership is restricted from selling its
shares until March 1998.
Naiad Technologies, Inc.
- ------------------------
In November of 1997, the Partnership made an additional investment in
the company by purchasing 49,230 Series C Preferred shares for
$159,998. The pricing of this round, in which third parties
participated, indicated an increase in fair value of $81,378 for the
Partnership's existing investment.
NetChannel, Inc.
- ----------------
In January of 1997, the Partnership cash exercised its Series B
Preferred share warrant for $25,000 and received 22,727 Series B
Preferred shares. In March of 1997, the Partnership issued a $25,000
convertible note receivable to the company. The Partnership also
received an additional 27,272 Series B Preferred shares as a result of
a downward adjustment to the warrant exercise price.
In May of 1997, the company effected a 1-to-2.083 stock split. As a
result, the Partnership received an additional 78,762 Series B
Preferred shares. The Partnership also purchased 31,970 Series B
Preferred shares by converting $13,721 of the notes receivable
discussed above including accrued interest of $346 for a total cost of
$14,067. The remaining note principal of $11,279 was reissued as a
new note.
In September of 1997, the Partnership funded bridge notes totaling
$18,750. In addition, the Partnership is entitled to receive warrants
to purchase 25% of the number of shares issued upon conversion at an
exercise price equal to the conversion price. At December 31, 1997,
the Partnership recorded an increase in fair value of $32,814 for the
above transactions.
Oxford GlycoSystems Group PLC
- ------------------------------
The Company had an additional round of financing in 1997 in which the
Partnership did not participate. The pricing of this round, in which
third parties participated, indicated a $282,950 increase in the fair
value of the Partnership's investment.
Periodontix, Inc.
- -----------------
In December 1997, the company closed a Series C Preferred share round
of financing in which the Partnership did not participate. The
pricing of this round, in which third parties participated, indicated
a $112,725 increase in fair value for the Partnership's existing
investment.
Pharmadigm, Inc.
- ----------------
In June of 1997, the Partnership made an additional investment in the
company by purchasing 17,183 Series C Preferred shares and received a
warrant to purchase 1,203 Series C Preferred shares for $37,801. The
pricing of this round, in which third parties participated, indicated
a fair value increase of $137,250 for the Partnership's existing
investment.
Pilot Network Services, Inc.
- ----------------------------
In March of 1997, the company completed a round of financing in which
the Partnership did not participate. The pricing of this round, in
which third parties participated, indicated a fair value increase of
$2,227,635 for the Partnership's existing investment.
Portable Energy Products, Inc.
- ------------------------------
In March of 1997, the Partnership issued a $98,398 convertible note
receivable to the company and received a warrant to purchase 98,398
common shares.
In June and July of 1997, the Partnership issued convertible notes
receivable totaling $118,629 to the company and received warrants to
purchase 29,658 Common shares.
In December 1997, the Partnership made an additional investment in the
company by purchasing 225,938 Series B Preferred shares for $127,090.
Convertible notes and interest totaling $441,066 were converted into
an additional 890,729 Series B Preferred shares. The pricing of this
round, in which third parties participated, indicated a decrease in
fair value of $353,981 for the Partnership's existing investment.
Prolinx, Inc.
- -------------
In July of 1997, the Partnership made an additional investment in the
company by purchasing 164,835 Series B Preferred shares for $288,461.
The pricing of this round, in which third parties participated,
indicated a fair value increase of $825,000 for the Partnership's
existing investment.
Redcell, Inc.
- -------------
During the second quarter of 1997, the company had a new round of
financing in which the Partnership did not participate. The pricing
of this round indicated a decrease in fair value of $750,000 for the
Partnership's existing investment.
Tessera, Inc.
- -------------
In April of 1997, the Partnership cash exercised its warrant for
common shares and purchased 72,754 common shares of the company for
additional consideration of $53,000. In addition, the company
completed a new round of financing in which the Partnership did not
participate. The pricing of this round indicated an increase in fair
value of $2,023,479 for the Partnership's existing investment.
UT Starcom, Inc.
- ----------------
In October 1997, the Partnership exercised its common shares warrant
for $100,001 and received 145,456 common shares. The Partnership then
sold its entire investment in the company for total proceeds of
$3,625,891 and a realized gain of $3,150,890.
Velocity, Inc.
- --------------
In November 1997, the company failed to repay a line of credit to a
financial institution which had been guaranteed by the Partnership.
(See Note 9 for discussion of the guarantee.) The Partnership paid
$1,055,862 to the financial institution under terms of the guarantee
and assumed a note receivable from the company. The note was deemed
uncollectible and was written off.
WorldRes, Inc.
- --------------
In January of 1997, the Partnership invested in the company by
purchasing 7,396 Series B Preferred shares for $24,998.
In October 1997, the Partnership issued $4,688 in convertible notes
receivable to the company and received Series X Preferred shares
warrants with an aggregate exercise price of $938. In December 1997,
the Partnership converted the October 1997 note into 1,267 Series C
Preferred shares and purchased 50,675 additional Series C Preferred
shares for $187,498. The pricing of this round, in which third
parties participated, indicated a $2,367 increase in the fair value of
the Partnership's existing investment.
Wire Networks, Inc.
- -------------------
In July of 1997, the Partnership converted its $7,917 note receivable,
including accrued interest of $413, into 2,740 Series C Preferred
shares at a total cost of $8,330. The pricing of this round in which
third parties participated, indicated a $208,578 increase in the fair
value of the Partnership's existing investment.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership made an additional investment of $115,938 and redeemed
shares of $74,700 in venture capital limited partnerships during the
year ended December 31, 1997. The Partnership recorded a fair value
increase of $155,928 as a result of a net increase in fair value of
the underlying investments, partially offset by stock distributions
from venture capital limited partnership investments.
During 1997, the Partnership received common stock distributions of
Informix Software, Inc., Metromail, Inc., and Versant Object
Technology, Inc. with fair values of $11,139, $46,723, and $18,559,
respectively. The Partnership also received cash distributions from El
Dorado Ventures III, OW & W Pacrim, and Spectrum Equity Investors
totaling $157,273 during 1997. Distributions totaling $38,757 were
recorded as realized gains from venture capital limited partnership
investments and distributions totaling $194,937 were recorded as
returns of capital.
Other Equity Investments
- ------------------------
Other significant changes reflected above primarily relate to market
value fluctuations or the elimination of a discount relating to
selling restrictions for publicly-traded portfolio companies. The
Partnership may not sell its Megabios shares before March 16, 1998.
Portions of the Partnership's Endocare and Physiometrix shares are
restricted.
Included in the December 31, 1996, equity investment fair values was a
$1,000,000 reserve for unrealized loss from a contingent liability.
See Note 9 to the financial statements for additional disclosure.
5. Change in Net Unrealized Fair Value of Equity Investments
---------------------------------------------------------
In accordance with the accounting policy as stated in Note 1, the
Statements of Operations include a line item entitled "Change in net
unrealized fair value of equity investments. " The table below
discloses details of the changes:
For the Years Ended December 31,
------------------------------------
1997 1996 1995
--------- --------- ---------
(Decrease)increase in
fair value from
cost of marketable
equity securities $(2,245,008) (778,613) 487,551
Increase in fair value from
cost of non-marketable
equity securities 16,519,372 6,480,147 3,194,650
---------- --------- ---------
Net unrealized fair
value increase from
cost at end of year 14,274,364 5,701,534 3,682,201
Net unrealized fair
value increase from
cost at beginning of year 5,701,534 3,682,201 2,916,947
---------- --------- ---------
Change in net unrealized
fair value of equity
investments $8,572,830 2,019,333 765,254
========== ========= =========
6. Secured Notes Receivable, Net
-----------------------------
Activity from January 1 through December 31, 1997 consisted of:
1997 1996
-------- --------
Balance, beginning of year $29,142 999,572
Secured notes receivable issued 33,902 208,334
Conversion of secured notes to
equity and other investments -- (1,956,565)
Change in provision for loan losses -- 995,000
Repayments of secured notes
receivable (47,873) (184,756)
Decrease in accrued interest (10,692) (32,443)
------ -------
Balance, end of year $ 4,479 29,142
====== =======
The above notes are secured by specific assets of the respective
borrowing companies. The interest rate on secured notes receivable at
December 31, 1997, was 12.5%.
The allowance for loan losses is evaluated quarterly by the Managing
General Partners and is adjusted based upon changes to the portfolio
size and risk profile. Although the allowance for loan losses is
established by evaluating individual debtor repayment ability, the
allowance represents the Managing General Partners' assessment of the
portfolio taken as a whole.
7. Other Investments
-----------------
During 1996, the Partnership reclassified $681,565 in secured notes
receivable and $17,266 in unamortized warrant discounts related to a
portfolio company in the environmental industry to other investments
as the notes were sold to a third party in exchange for a portion of
the net proceeds collectible from the portfolio company. At December
31, 1997, the Partnership recorded a $265,720 decrease in fair value
based upon the Managing General Partners estimate of the
collectibility of the proceeds.
8. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 1997 and 1996, consisted of:
1997 1996
--------- ---------
Demand accounts $ 4,221 2,764
Money-market accounts 1,835,314 1,614,321
--------- ---------
Total $1,839,535 1,617,085
========= =========
9. 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, 1997, the Partnership had unfunded commitments as
follows:
Type
- ----
Equity investments $150,000
Venture capital limited partnership investments 141,345
-------
Total $291,345
=======
The Partnership uses the same credit policies in making these
commitments and conditional obligations as it does for on-balance-
sheet instruments. Commitments to extend financing are agreements to
lend to a company as long as there are no violations of any conditions
established in the contract. The credit lines generally have fixed
termination dates or other termination clauses. Since many of the
commitments are expected to expire without being fully drawn upon, the
total commitment amounts do not necessarily represent future cash
requirements. All convertible and secured note commitments funded
require collateral specified in the agreements.
In September 1995, the Partnership jointly guaranteed with two
affiliated partnerships a $2,000,000 line of credit between a
financial institution and a portfolio company in the computer systems
and software industry of which the Partnership's share was $1,000,000.
In October 1997, the $2,000,000 guarantee was reduced to $1,000,000 as
the affiliated partnerships assumed a portion of the financial
institution's line of credit. The remaining $1,000,000 was guaranteed
by the Partnership but the affiliated partnerships remained joint
guarantors. In November 1997, the portfolio company failed to repay
the line of credit. The Partnership paid $1,055,862 under the terms of
the guarantee and assumed a note receivable from the portfolio
company. The note was written off as a realized loss from investment
write-downs in December 1997. At December 31, 1997 the Partnership
has no continuing commitment related to this guarantee.
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.
Managing General Partner
Date: March 25 1998 By: /s/Michael Brenner
----------------------------------
Controller
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report 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 25, 1998
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial officer
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
/s/Gregory T. George Group Vice President March 25, 1998
- ------------------------ of Technology Funding
Gregory T. George Inc. and a General
Partner of Technology
Funding Ltd.
The above represents the Board of Directors of Technology Funding Inc.
and the General Partners of Technology Funding Ltd.