<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-82
TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P.
----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-3094910
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
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
--- ---
No active market for the units of limited partnership interests
("Units") exists, and therefore the market value of such Units cannot be
determined.
<PAGE>
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
<TABLE>
<CAPTION>
(unaudited)
June 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Equity investments (cost basis of
$20,930,769 and $21,268,672 at
1999 and 1998, respectively) $37,313,212 37,682,178
Notes receivable (cost basis of
$214,468) 214,468 --
---------- ----------
Total investments 37,527,680 37,682,178
Cash and cash equivalents 6,275,964 15,850
Other assets 10,474 4,062
---------- ----------
Total assets $43,814,118 37,702,090
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 76,015 60,445
Due to related parties 238,467 670,978
Distributions payable 451,068 --
Short-term borrowings -- 120,200
---------- ----------
Total liabilities 765,550 851,623
Commitments, contingencies and
subsequent event
(Notes 2, 3, 6, 7 and 8)
Partners' capital:
Limited Partners
(400,000 units outstanding) 27,594,303 20,483,914
General Partners (928,178) (46,953)
Net unrealized fair value increase
from cost of equity investments 16,382,443 16,413,506
---------- ----------
Total partners' capital 43,048,568 36,850,467
---------- ----------
Total liabilities and partners'
capital $43,814,118 37,702,090
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
------------------------ ----------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Notes receivable interest $ 6,646 -- 7,896 --
Short-term investment interest 49,350 5,241 49,350 13,432
--------- --------- --------- ---------
Total income 55,996 5,241 57,246 13,432
Costs and expenses:
Management fees 65,905 97,498 138,300 194,997
Individual General Partners'
compensation 10,368 13,200 17,537 18,397
Operating expenses:
Investment operations 84,062 46,977 187,872 231,570
Administrative and investor services 189,413 145,298 336,736 319,448
Professional fees 54,795 15,623 69,664 27,924
Computer services 32,052 37,367 62,773 113,373
Interest expense -- -- 7,031 --
Expenses absorbed by General
Partners -- (124,324) -- (124,324)
--------- --------- --------- ---------
Total operating expenses 360,322 120,941 664,076 567,991
--------- --------- --------- ---------
Total costs and expenses 436,595 231,639 819,913 781,385
--------- --------- --------- ---------
Net operating loss (380,599) (226,398) (762,667) (767,953)
Net realized gain from
sales of equity investments 5,827,804 31,684 8,066,566 5,305
Realized losses from investment
write-downs (227,226) (664,299) (227,226) (664,299)
Net realized gain from venture capital
limited partnership investments 69,995 230,820 152,491 236,834
--------- --------- --------- ---------
Net realized income (loss) 5,289,974 (628,193) 7,229,164 (1,190,113)
Change in net unrealized
fair value:
Equity investments (4,018,241) (1,316,706) (31,063) (2,143,818)
Other investments -- 265,720 -- 265,720
--------- --------- --------- ---------
Net income (loss) $1,271,733 (1,679,179) 7,198,101 (3,068,211)
========= ========= ========= =========
Net realized income (loss) per Unit $ 13.10 (1.55) 17.78 (2.95)
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements
<PAGE>
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Interest income received $ 49,492 14,410
Cash paid to vendors (249,035) (107,687)
Cash paid to related parties (987,200) (661,754)
Interest paid (7,031) --
--------- ---------
Net cash used by
operating activities (1,193,774) (755,031)
--------- ---------
Cash flows from investing activities:
Proceeds from sales of equity
investments 8,685,164 103,634
Purchase of equity investments (359,684) (971,318)
Notes receivable issued (211,763) (2,766)
Repayments of convertible notes
receivable -- 92,047
Distributions from venture capital
limited partnership investments 9,303 261,833
--------- ---------
Net cash provided (used) by
investing activities 8,123,020 (516,570)
--------- ---------
Cash flows from financing activities:
Repayment of short-term borrowings (120,200) --
Distribution to partners (548,932) --
--------- ---------
Net cash used by financing activities (669,132) --
--------- ---------
Net increase (decrease) in cash and
cash equivalents 6,260,114 (1,271,601)
Cash and cash equivalents at
beginning of year 15,850 1,839,535
--------- ---------
Cash and cash equivalents
at June 30 $6,275,964 567,934
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
1999 1998
--------- ---------
<S> <C> <C>
Reconciliation of net income
(loss) to net cash used by
operating activities:
Net income (loss) $ 7,198,101 (3,068,211)
Adjustments to reconcile net income
(loss) to net cash used by
operating activities:
Amortization of discount on
secured notes receivable -- (339)
Net realized (gain) loss from
sales of equity investments (8,066,566) (5,305)
Realized losses from investment
write-downs 227,226 664,299
Realized gain from venture
capital limited partnership
investments (152,491) (236,834)
Change in net unrealized fair
value:
Equity investments 31,063 2,143,818
Other investments -- (265,720)
Changes in assets and liabilities net
of effects from non-cash financing
activities:
Accounts payable and accrued
expenses 15,570 --
Due to/from related parties (432,511) 39,186
Other (14,166) (25,925)
--------- ---------
Net cash used by operating activities $(1,193,774) (755,031)
========= =========
Non-cash financing activities:
Distributions payable to General
Partners $ 451,068 --
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (unaudited)
- ----------------------------------------
1. General
-------
In the opinion of the Managing General Partner, the accompanying interim
financial statements reflect all adjustments necessary for a fair
presentation of the financial position, results of operations, and cash
flows for the interim periods presented. These statements should be read
in conjunction with the Annual Report on Form 10-K for the year ended
December 31, 1998. Allocation of income and loss to Limited and General
Partners is based on cumulative income and loss. Adjustments, if any, are
reflected in the current quarter balances.
In June 1999, the Individual General Partners extended the term of the
Partnership to December 31, 2002.
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. Related party costs for the six months ended
June 30, 1999 and 1998, were as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Management fees $138,300 194,997
Reimbursable operating expenses 398,852 611,870
Individual General Partners' compensation 17,537 18,397
Expenses absorbed by General Partners' -- (124,324)
</TABLE>
Certain reimbursable expenses have been accrued based upon interim
estimates prepared by the Managing General Partners and are adjusted to
actual cost periodically. There were $215,415 and $670,978 due to related
parties at June 30, 1999 and December 31, 1998, respectively, for such
reimbursable expenses.
Amounts payable for management fees were $23,052 and $0 at June 30, 1999
and December 31, 1998, respectively.
Pursuant to the Partnership Agreement, the Partnership shall reimburse the
Managing General Partners for operational cost incurred by the Managing
General Partners in conjunction with the business of the Partnership. The
Partnership may not pay the Managing General Partners for operational costs
that aggregate more than 1% of total Limited Partner capital contributions.
For the six months ended June 30, 1999 and 1998, operating expenses
absorbed by the Managing General Partners totaled $0 and $124,324,
respectively.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of portfolio
companies. At June 30, 1999, the Partnership had an indirect interest in
Conversion Technologies International, Inc., Endocare, Inc., and
Physiometrix, Inc., non-transferable options with a total fair market value
of $32,250.
<PAGE>
3. Equity Investments
------------------
<TABLE>
A full listing of the Partnership's equity investments at December 31, 1998, is in the 1998
Annual Report on Form 10-K. Activity from January 1 through June 30, 1999, consisted of:
<CAPTION>
January 1 through
June 30, 1999
-------------------
Principal
Investment Amount or Cost Fair
Industry/Company Position Date Shares Basis Value
- ---------------- -------- ---------- --------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1999 $21,268,672 37,682,178
---------- ----------
Significant changes:
Biomedical
- ----------
Axys Common
Pharmaceuticals, Inc. shares 12/95 37,855 0 (67,684)
Biotechnology
- -------------
CV Therapeutics, Inc. Common 03/94-
shares 09/95 68,900 0 54,258
Communications
- --------------
Women.com Networks Series A
Preferred
shares 02/96 78,553 0 527,091
Women.com Networks Series B
Preferred
shares 02/96 95,980 0 644,026
Women.com Networks Series C
Preferred
shares 07/97 2,740 0 18,385
Women.com Networks Series D
Preferred
shares 06/98 15,199 0 101,985
Women.com Networks Series E
Preferred
shares 05/99 11,912 119,120 119,120
Computer Systems and Software
- -----------------------------
Pilot Network Common 03/95-
Services, Inc. shares 05/99 388,814 (495,303) (3,340,426)
Environmental
- --------------
Naiad Technologies, Series A, B
Inc. and C
Preferred 12/95-
shares 11/97 114,332 0 (156,378)
Information Technology
- ----------------------
WorldRes, Inc. Series B and C
Preferred 01/97-
shares 12/97 59,338 0 139,445
WorldRes, Inc. Series D
Preferred
shares 03/99 12,397 75,002 75,002
Medical
- -------
Biex, Inc. Series A, B,
C, D and E
Preferred 07/93-
shares 08/97 629,793 0 109,942
CareCentric Solutions, Series A, B
Inc. and C
Preferred 10/95-
shares 12/97 227,743 (203,652) (151,377)
CareCentric Solutions, Common share
Inc. warrant at
$.15;
expiring 12/02 12/97 23,265 (20,959) (20,959)
Endocare, Inc. Common 08/96-
shares 04/98 46,014 0 131,118
Oxford Common
GlycoSciences Plc shares 08/93 213,546 0 141,368
Periodontix, Inc. Convertible
note 04/99 $148,000 150,864 150,864
Pherin Series B
Pharmaceuticals, Inc. Preferred
shares 08/91 200,000 0 660,000
R2 Technology, Inc. Series A-1
and B-1
Preferred 05/94-
shares 03/96 468,541 0 841,372
Valentis, Inc. Common
(formerly Megabios shares 09/94-
Corp.) 07/95 301,274 0 (369,061)
Venture Capital Limited Partnership Investments
- -----------------------------------------------
Various Limited
Partnership
Interests various $1,212,393 17,500 (26,718)
---------- ---------
Total significant changes during the six
months ended June 30, 1999 (357,428) (418,627)
Other changes, net 19,525 49,661
---------- ----------
Total equity investments at June 30, 1999 $20,930,769 37,313,212
========== ==========
</TABLE>
Marketable Equity Securities
- ----------------------------
At June 30, 1999, and December 31, 1998, marketable equity securities had
aggregate costs of $4,954,330 and $6,069,452, respectively, and aggregate
market values of $6,875,991 and $3,311,167, respectively. The net
unrealized gain/loss at June 30, 1999 and December 31, 1998 included gross
gains of $3,501,975 and $379,205, respectively.
Biex, Inc.
- ----------
In March 1999, 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 $63,452 increase in the fair value of the
Partnership's investment in the company's preferred shares and warrants.
In May 1999, the Partnership received a stock dividend of 18,786 Preferred
shares with a fair value of $48,844.
CareCentric Solutions, Inc.
- ---------------------------
In July 1999, the company agreed to be acquired by Simione Central
Holdings, Inc. Based on the sales terms, the Partnership recorded a
$224,611 write-down of its investment in Preferred shares and common stock
warrants as of June 30, 1999.
Naiad Technologies, Inc.
- ------------------------
In June 1999, the Partnership recorded a $156,378 decrease in the fair
value of its investment based upon the Managing General Partners'
assessment of the operating status of the company.
Periodontix, Inc.
- -----------------
In April 1999, the Partnership funded a $148,000 convertible note
receivable to the company. The note bears interest at 8% and is due in
April 2000.
Pherin Pharmaceuticals, Inc.
- ----------------------------
In the second quarter of 1999, 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 $660,000 increase in the
fair value of the Partnership's investment.
Pilot Network Services, Inc.
- ----------------------------
In February 1999, El Dorado Ventures III, L.P. (El Dorado), a venture
capital limited partnership, distributed 4,376 common shares valued at
$56,689 to the Partnership. In March 1999, the Partnership sold 175,000
common shares for proceeds of $2,557,503 and realized a gain of $2,237,944.
In April 1999, the Partnership sold an additional 335,000 common shares for
proceeds of $6,120,929 and realized a gain of $5,827,804. In May 1999, El
Dorado distributed an additional 3,393 common shares valued at $60,692 to
the Partnership. The Partnership has pledged 50,000 common shares as
collateral for its guarantee of a portfolio company's line of credit (see
Note 6.)
R2 Technology, Inc.
- -------------------
In May 1999, 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 $856,019 increase in the fair value of
the Partnership's Preferred shares and warrants.
Women.com Networks
- ------------------
In May 1999, the Partnership purchased 11,912 Series E Preferred shares for
$119,120. The pricing of this round, in which third parties participated,
indicated a $1,291,487 increase in the fair value of the Partnership's
existing investment.
WorldRes, Inc.
- --------------
In March 1999, the Partnership made an additional investment in the company
by purchasing 12,397 Series D Preferred shares for $75,002. The pricing of
this round, in which third parties participated, indicated a $148,819
increase in the fair value of the Partnership's Preferred shares and
warrants.
Venture Capital Limited Partnerships
- ------------------------------------
The Partnership made additional investments totaling $17,500 in venture
capital limited partnerships during the six months ended June 30, 1999.
The Partnership received stock distributions of Pilot Network Services,
Inc., Horizon Organic Holding Corporation, Rogue Wave Software, Inc., and
Informix Software, Inc. with fair values totaling $143,188. The
Partnership received a cash distribution of $9,303 from CVM Equity Fund IV,
Ltd. These distributions were recorded as realized gains.
The Partnership recorded a $26,718 net decrease in fair value as a result
of distributions from the partnerships which were partially offset by an
increase in the fair value of the underlying investments of the
partnerships.
Other Equity Investments
- ------------------------
Other significant changes reflected above relate to market value
fluctuations or the elimination of a discount relating to selling
restrictions for publicly-traded portfolio companies. Portions of the
Partnership's Conversion Technologies International, Inc. and Physiometrix,
Inc. investments are restricted.
4. Notes Receivable
----------------
Activity from January 1 through June 30, 1999 consisted of:
Balance at January 1, 1999 $ --
Notes issued 211,763
Change in accrued interest 2,705
-------
Balance at June 30, 1999 $214,468
=======
The interest rate on notes issued in 1999 ranges from 5% to 8.5%.
5. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at June 30, 1999, and December 31, 1998 consisted
of:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Demand accounts $ 15,754 14,093
Money-market accounts 6,260,210 1,757
--------- ------
Total $6,275,964 15,850
========= ======
</TABLE>
6. Short-Term Borrowings
---------------------
The Partnership has a borrowing account with a financial institution. At
June 30, 1999, the borrowing capacity of this account, which fluctuates
based on collateral value, was $2,059,021 and there were no outstanding
borrowings. Interest is charged at the prime rate plus one-half percent.
The weighted-average interest rate for the six months ended June 30, 1999
was 8.25% and interest expense was $7,031. The Partnership's investments
in Valentis, Inc. (formerly Megabios Corp.), CV Therapeutics, Inc., Axys
Pharmaceuticals, Inc., and Pilot Network Services, Inc. are pledged as
collateral.
7. Distributions
-------------
During the quarter ended June 30, 1999, the Partnership declared a tax
distribution to the General Partners totaling $1,000,000. At June 30,
1999, $451,068 of this distribution remains payable to the General
Partners.
8. 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. As they do not represent current outstanding balances, these
unfunded commitments are properly not recognized in the financial
statements. At June 30, 1999 the Partnership had the following unfunded
commitments:
<TABLE>
<CAPTION>
TYPE
- ----
<S> <C>
Notes receivable $264,123
Equity investments 200,000
Equipment lease guarantees 237,000
Line of credit guarantees 218,500
Venture capital limited partnership investments 67,907
-------
Total $987,530
=======
</TABLE>
The Partnership has pledged 50,000 common shares of Pilot Network Services,
Inc. as collateral for its guarantee of a portfolio company's line of
credit.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
During the six months ended June 30, 1999, net cash used by operating
activities totaled $1,193,774. The Partnership paid management fees of
$115,248 to the Managing General Partners and reimbursed related parties
for operating expenses of $854,415. In addition, $17,537 was paid to the
Individual General Partners as compensation for their services. Other
operating expenses of $249,035 and interest expense of $7,031 were paid.
Interest income of $49,492 was received.
During the six months ended June 30, 1999, the Partnership funded equity
investments of $359,684 primarily to portfolio companies in the
communications, information technology and medical industries. The
Partnership issued notes totaling $211,763 to portfolio companies in the
environmental and medical industries. Proceeds from sales of equity
investments, primarily Pilot Network Services, Inc. ("Pilot") common
shares, provided cash of $8,685,164. Net short-term borrowings of $120,200
were repaid and a $548,932 distribution to partners was made during the six
months ended June 30, 1999. As of June 30, 1999, the Partnership's
unfunded commitments totaled $987,530 as discussed in Note 6 to the
financial statements.
The Partnership has a borrowing account with a financial institution. The
borrowing capacity of this account, which fluctuates based on collateral
value, was $2,059,021 at June 30, 1999 and there were no outstanding
borrowings. The Partnership's investments in CV Therapeutics, Inc.,
Valentis, Inc. (formerly Megabios Corp.), Axys Pharmaceuticals, Inc., and
Pilot are pledged as collateral.
The Partnership declared a $1,000,000 tax distribution in the second
quarter, of which $548,932 was paid and $451,068 remains payable at June
30, 1999.
Cash and cash equivalents at June 30, 1999, were $6,275,964. Cash
reserves, future interest income on short-term investments and proceeds
from investment sales are expected to be adequate to fund Partnership
operations through the next twelve months.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
-----------------------------------------------------------------------
Net income was $1,271,733 for the quarter ended June 30, 1999, as compared
to net loss of $1,679,179 for the quarter ended June 30, 1998. The
increase was primarily due to a $5,796,120 increase in net realized gain
from equity investment sales and a $437,073 decrease in realized losses
from investment write-downs, partially offset by a $2,701,535 decrease in
the net unrealized fair value of equity investments, and a $239,381
increase in operating expenses.
For the quarter ended June 30, 1999, net realized gains from equity
investment sales of $5,827,804 primarily related to the sale of 335,000
common shares of Pilot. During the same period in 1998, realized gains of
$31,684, related mainly to the sale of MetroMail, Inc.
Realized losses from investment write-downs totaled $227,226 and $664,299
in the quarters ended June 30, 1999 and 1998, respectively. The loss in
1999 primarily related to a portfolio company in the medical industry. The
write-down in the corresponding quarter of 1998 related to a portfolio
company in the environmental industry.
During the quarter ended June 30, 1999, the decrease in fair value of
equity investments of $4,018,241 was primarily due to the sale of Pilot's
common shares, partially offset by increases in portfolio companies in the
communications and medical industries. During the same period in 1998, the
decrease in fair value of equity investments of $1,316,706 was primarily
due to decreases in portfolio companies in the industrial/business
automation industry.
Total operating expenses were $360,322 and $120,941 for the quarters ended
June 30, 1999 and 1998, respectively. As explained in Note 2 to the
financial statements, the Managing General Partners absorbed $0 and
$124,324 for the quarters ended June 30, 1999 and 1998, respectively. The
decrease in operating expenses absorbed by the General Partners is
attributable to the re-evaluation of expense limitation provisions of the
Partnership agreement which occurred in the fourth quarter of 1998. This
re-evaluation effectively lowered the total amount of operating expenses
subject to the expense limitation. Had the limitation not been in effect,
operating expenses would have been $360,322 and $245,265 during the
quarters ended June 30, 1999 and 1998, respectively. The increase is
primarily attributable to increased investment monitoring and
administrative overhead and professional fees.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Current six months compared to corresponding six months in the
---------------------------------------------------------------
preceding year
--------------
Net income was $7,198,101 for the six months ended June 30, 1999, as
compared to net loss of $3,068,211 for the six months ended June 30, 1998.
The increase was primarily due to a $8,061,261 increase in net realized
gain from sales of equity investments, a $2,112,755 increase in the net
unrealized fair value of equity investments and a $437,073 decrease in
realized losses from investment write-downs, partially offset by a $96,085
increase in operating expenses.
For the six months ended June 30, 1999, realized gains from sales of equity
investments of $8,066,566 primarily related to the sale of 510,000 common
shares of Pilot. During the same period in 1998, realized gains from sales
of equity investments were $5,305.
During the six months ended June 30, 1999, the decrease in fair value of
equity investments of $31,063 was primarily due to the sale of Pilot common
shares, partially offset by increases in portfolio companies in the
communications and medical industries. During the same period in 1998, the
decrease of $2,143,818 was primarily due to decreases in portfolio
companies in the medical and industrial/business automation industries.
Realized losses from investment write-downs totaled $227,226 and $664,299
in the six months ended June 30, 1999 and 1998, respectively. The loss in
1999 primarily related to a portfolio company in the medical/biotechnology
industry. The write-down in the corresponding quarter of 1998 related to a
portfolio company in the environmental industry.
Total operating expenses were $664,076 and $567,991 for the six months
ended June 30, 1999 and 1998, respectively. As explained in Note 2 to the
financial statements, the Managing General Partners absorbed $0 and
$124,324 for the six months ended June 30, 1999 and 1998, respectively.
The decrease in operating expenses absorbed by the General Partners is
attributable to the re-evaluation of expense limitation provisions of the
Partnership agreement which occurred in the fourth quarter of 1998. This
re-evaluation effectively lowered the total amount of operating expenses
subject to the expense limitation. Had the limitation not been in effect,
operating expenses would have been $664,076 and $692,315 during the six
months ended June 30, 1999 and 1998, respectively.
YEAR 2000
- ---------
Widespread use of computer programs that use two digits rather than four to
store, calculate, and display year values in dates may cause computer
systems to malfunction in the year 2000, resulting in significant business
delays and disruptions.
The Partnership's State of Readiness
------------------------------------
Computer services are provided to the Partnership by its Managing General
Partner, Technology Funding Inc. ("TFI".) For several years, TFI has
sought to use Year 2000 compliant storage formats and algorithms in its
internally-developed and maintained systems. TFI has also completed
initial evaluations of computer systems, software, and embedded
technologies. Those evaluations confirmed that certain components of its
network server hardware and operating systems, voice mail system, e-mail
system, and accounting software may have Year 2000 compliance issues.
These resources and several less-critical components of the systems
environment were all scheduled as part of normal maintenance and
replacement cycles to be replaced or upgraded as Year 2000 compatible
components became available from vendors during 1998 and 1999. That
program remains on schedule to provide Year 2000 capable systems timely
without significant expenditures or disruption of Partnership operations.
However, the risk remains that TFI may not be able to verify whether Year
2000 compatibility claims by vendors are accurate, or whether changes
undertaken to achieve Year 2000 compatibility will create other undetected
problems in associated systems. Therefore, TFI anticipates that Year 2000
compliance testing and maintenance of these systems will continue as needed
into the first quarter of 2000.
As part of Year 2000 evaluation, TFI has also assembled a database listing
its significant suppliers to assess the extent to which it needs to prepare
for any of those parties' potential failure to remediate their Year 2000
compliance issues. TFI reviewed public Year 2000 statements of those
suppliers and sent questionnaires to mission-critical vendors whose public
statements were not adequate for assessment. All mission-critical vendors
have responded that they expect to be Year 2000 compliant barring any
unforeseen circumstances. TFI will continue to monitor its significant
suppliers as part of its Year 2000 evaluation. However, there can be no
guarantee that the systems of other companies on which TFI relies will be
timely converted, or that failure to convert will not have a material
adverse effect on the Partnership and its operations. TFI is also working
with the Partnership's portfolio companies to determine the extent to which
their operations are vulnerable to Year 2000 issues. There can be no
guarantee that the systems of portfolio companies in which the Partnership
has invested will be timely converted, or that their failure to convert
will not have a material adverse effect on the Partnership.
The Cost to Address Year 2000 Issues
------------------------------------
Expenditures in 1999 to date related to Year 2000 issues were not material
to the Partnership's financial statements. TFI expects that additional
expenditures for Year 2000 compliance will not be material to the
Partnership.
The Risks Associated with Year 2000 Issues
------------------------------------------
Any failure by the portfolio companies in which the Partnership has
invested, or by those portfolio companies' key suppliers or customers, to
anticipate and avoid Year 2000 related problems at reasonable cost could
have a material adverse effect on the value of and/or the timing of
realization of value from the Partnership's investments. If Year 2000
compliance issues are not resolved by December 31, 1999, internal system
failures or miscalculations could cause a temporary inability to process
transactions, loss of ability to send or receive e-mail and voice mail
messages, or disruptions in other normal business activities.
Additionally, failure of third parties on whom TFI relies to remediate
their Year 2000 issues timely could result in disruptions in the
Partnership's relationship with its financial institutions, temporary
disruptions in processing transactions, unanticipated costs, and problems
related to the Partnership's daily operations. While TFI continues to
address its internal Year 2000 issues, until TFI receives and evaluates
responses from a significant number of its suppliers, the overall risks
associated with the Year 2000 issue remain difficult to describe and
quantify. There can be no guarantee that the Year 2000 issue will not have
a material adverse effect on the Partnership and its operations.
TFI's Contingency Plan
----------------------
As part of its normal efforts to assure business continuation in the event
of natural disasters, systems failures, or other disruptions, TFI has
prepared contingency plans including an extensive Year 2000 contingency
plan. Taken together with TFI's Year 2000 remediation plan, it identifies
potential points of failure, approaches to correcting known Year 2000
problems, dates by which the preferred corrections are anticipated to be
made and tested, and alternative approaches if the corrections are not
completed timely or are later found to be inadequate. Although backup
systems and contingency approaches have been identified for most mission-
critical systems and vendor dependencies, there remain some systems for
which no good alternative exists, and there may be some problems that prove
more intractable than currently anticipated.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed by the Partnership during the
quarter ended June 30, 1999.
(b) Financial Data Schedule for the six months ended and as of June 30,
1999 (Exhibit 27).
<PAGE>
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: August 13, 1999 By: /s/Michael R. Brenner
------------------------------------
Michael R. Brenner
Controller
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FORM 10-Q AS OF JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>1
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<PERIOD-TYPE> 6-MOS
<INVESTMENTS-AT-COST> 21,145,237
<INVESTMENTS-AT-VALUE> 37,527,680
<RECEIVABLES> 0
<ASSETS-OTHER> 10,474
<OTHER-ITEMS-ASSETS> 6,275,964
<TOTAL-ASSETS> 43,814,118
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 765,550
<TOTAL-LIABILITIES> 765,550
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 26,666,125
<SHARES-COMMON-STOCK> 400,000
<SHARES-COMMON-PRIOR> 400,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16,382,443
<NET-ASSETS> 43,048,568
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 57,246
<OTHER-INCOME> 0
<EXPENSES-NET> 819,913
<NET-INVESTMENT-INCOME> (762,667)
<REALIZED-GAINS-CURRENT> 7,991,831
<APPREC-INCREASE-CURRENT> (31,063)
<NET-CHANGE-FROM-OPS> 7,198,101
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (1,000,000)
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,198,101
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 138,300
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 821,563
<AVERAGE-NET-ASSETS> 39,949,518
<PER-SHARE-NAV-BEGIN> 51
<PER-SHARE-NII> 18
<PER-SHARE-GAIN-APPREC> 0 <F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 69
<EXPENSE-RATIO> 2.04
<FN>
A zero value is used since the change in net unrealized fair value is not
allocated to General Partners and Limited Partners as it is not taxable.
</FN>
</TABLE>
