<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, 2000
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,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Equity investments (cost basis of
$21,661,565 and $19,844,552 at
2000 and 1999, respectively) $28,278,336 39,181,437
Notes receivable, net (cost basis of
$4,830,277 and $2,569,534 at 2000
and 1999, respectively) 3,159,225 2,569,534
---------- ----------
Total investments 31,437,561 41,750,971
Cash and cash equivalents 9,814,912 6,356,856
Other assets 6,232 3,097
---------- ----------
Total assets $41,258,705 48,110,924
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 30,258 56,565
Distributions payable to Limited and
General Partners -- 5,412,980
Due to related parties 111,026 27,609
---------- ----------
Total liabilities 141,284 5,497,154
Commitments, contingencies and
subsequent events (Notes 2, 3 and 8)
Partners' capital:
Limited Partners
(400,000 units outstanding) 42,289,691 41,595,012
General Partners (1,172,270) 1,018,758
---------- ----------
Total partners' capital 41,117,421 42,613,770
---------- ----------
Total liabilities and partners'
capital $41,258,705 48,110,924
========== ==========
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
STATEMENTS OF OPERATIONS (unaudited)
-----------------------------------
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
------------------------ ----------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Notes receivable interest $ 430,127 6,646 891,743 7,896
Short-term investment interest 99,845 49,350 171,360 49,350
---------- --------- ---------- ---------
Total income 529,972 55,996 1,063,103 57,246
Costs and expenses:
Management fees 61,972 65,905 123,944 138,300
Individual General Partners'
compensation 15,311 10,368 21,808 17,537
Operating expenses:
Investment operations 353,327 84,062 450,880 187,872
Administrative and investor services 192,342 189,413 334,655 336,736
Professional fees 16,644 54,795 34,603 69,664
Computer services 41,414 32,052 81,122 62,773
Interest expense -- -- -- 7,031
Expenses absorbed by General Partners (306,399) -- (306,399) --
---------- --------- ---------- ---------
Total operating expenses 297,328 360,322 594,861 664,076
---------- --------- ---------- ---------
Total costs and expenses 374,611 436,595 740,613 819,913
---------- --------- ---------- ---------
Net operating income (loss) 155,361 (380,599) 322,490 (762,667)
Net realized (loss) gain from
sales of equity investments (6,644) 5,827,804 14,098,680 8,066,566
Realized loss from investment
write-downs -- (227,226) -- (227,226)
Realized gain from venture capital
limited partnership investments 316,990 69,995 536,002 152,491
Net realized loss on foreign currency (126,781) -- (126,781) --
---------- --------- ---------- ---------
Net realized income 338,926 5,289,974 14,830,391 7,229,164
Change in net unrealized
fair value:
Equity investments (19,725,288) (4,018,241) (12,720,114) (31,063)
Notes receivable (1,671,052) -- (1,671,052) --
Net unrealized loss on foreign
currency (50,101) -- -- --
---------- --------- ---------- ---------
Net (loss) income $(21,107,515) 1,271,733 439,225 7,198 101
========== ========= ========== =========
Net (loss) income per Unit $ (41.94) 2.53 1.74 14.42
========== ========= ========== =========
</TABLE>
See accompanying notes to unaudited financial statements
<PAGE>
STATEMENTS OF CASH FLOWS (unaudited)
-----------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Interest income received $ 194,526 49,492
Cash paid to vendors (244,559) (249,035)
Cash paid to related parties (442,079) (987,200)
Interest paid -- (7,031)
---------- ---------
Net cash used by
operating activities (492,112) (1,193,774)
---------- ---------
Cash flows from investing activities:
Proceeds from sales of equity
investments 16,194,007 8,685,164
Purchase of equity investments (3,334,956) (359,684)
Notes receivable issued (2,750,000) (211,763)
Repayments of notes receivable 1,095,707 --
Distributions from venture capital
limited partnership investments 220,745 9,303
---------- ---------
Net cash provided by
investing activities 11,425,503 8,123,020
---------- ---------
Cash flows from financing activities:
Repayment of short-term borrowings -- (120,200)
Distributions to Limited and General
Partners (7,348,554) (548,932)
---------- ---------
Net cash used by financing activities (7,348,554) (669,132)
---------- ---------
Effect of exchange rate changes on
cash and cash equivalents (126,781) --
---------- ---------
Net increase in cash and
cash equivalents 3,458,056 6,260,114
Cash and cash equivalents at
beginning of year 6,356,856 15,850
---------- ---------
Cash and cash equivalents
at June 30 $ 9,814,912 6,275,964
========== =========
</TABLE>
See accompanying notes to unaudited financial statements.
STATEMENTS OF CASH FLOWS (unaudited) (continued)
-----------------------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
2000 1999
--------- ---------
<S> <C> <C>
Reconciliation of net income to
net cash used by operating activities:
Net income $ 439,225 7,198,101
Adjustments to reconcile net income
to net cash used by operating
activities:
Net realized gain from sales of
equity investments (14,098,680) (8,066,566)
Realized loss from investment
write-downs -- 227,226
Realized gain from venture capital
limited partnership investments (536,002) (152,491)
Change in net unrealized fair value:
Equity investments 12,720,114 31,063
Notes receivable 1,671,052 --
Net realized loss on foreign currency
transaction 126,781 --
Changes in:
Accrued interest on notes receivable (868,577) (7,754)
Accounts payable and accrued expenses (26,307) 15,570
Due to related parties 83,417 (432,511)
Other (3,135) (6,412)
---------- ---------
Net cash used by operating activities $ (492,112) (1,193,774)
========== =========
Supplemental schedule of non-cash
investing activity:
Non-cash exercise of warrants $ 57,679 --
========== =========
Supplemental schedule of non-cash
financing activity:
Distributions payable to General
Partners $ -- 451,068
========== =========
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (unaudited)
----------------------------------------
1. General
-------
Interim Financial Statements
----------------------------
In the opinion of the Managing General Partners, 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, 1999. 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.
Valuation of Investments
------------------------
Investments are valued at fair value as required by the Investment Company
Act of 1940.
Under the direction and control of the Independent General Partners, the
Managing General Partners are delegated the authority to establish
valuation procedures and periodically apply such procedures to the
Partnership's venture capital investment portfolio. In fulfilling this
responsibility, the Managing General Partners periodically update and
revise the valuation procedures used to determine fair value in order to
reflect new events, changing market conditions, more experience with
investee companies, or additional information, any of which may require the
revision of previous estimating procedures. Any change in fair value which
results from the revision in estimating procedures is reported as a change
in accounting estimate. The valuation procedures have been revised and
updated by the Managing General Partners, and have been reflected in the
June 30, 2000 financial statements. A change in accounting estimate of
$24,340,376 was recognized during the quarter ended June 30, 2000 to
reflect the revisions to the valuation procedures and is included in the
"Change in net unrealized fair value" on the Statement of Operations.
The fair value of investments in publicly traded securities is considered
to be the amount which the company may reasonably expect to receive if sold
on the valuation date. Unrestricted securities are valued at the five-day
average closing sales price or bid/ask price that is available on a
national securities exchange or over-the-counter market. Valuation
discounts of 5% to 50% are applied to securities subject to resale
restrictions resulting from Rule 144, contractual lock-ups such as those
commonly associated with underwriting agreements, or knowledge of material
non-public information and also to unrestricted securities when the number
of shares held by the Partnership and its affiliates is substantial in
relation to the average trading volume.
The fair value of all other investments is determined in good faith by the
Managing General Partners under the delegated authority of the Independent
General Partners after consideration of available, relevant information.
There is no ready market for the Partnership's investments in private
companies or unregistered securities of public companies. Fair value is
generally defined as the amount the Partnership could reasonably expect to
receive for an investment in an orderly disposition on a current sale.
Inherent in the good faith determination of fair value of these investments
is the selection of a reasonable period for orderly disposition. As the
Partnership nears the end of its life, the available period for disposition
necessarily shortens. Other significant factors considered in the
estimation of fair value include the inherent illiquidity of and lack of
marketability associated with venture capital investments in private
companies or unregistered securities, the investee company's enterprise
value established in the last round of venture financing, changes in market
conditions since the last round of venture financing or since the last
reporting period, the value of a minority interest in the investee company,
contractual restrictions on resale typical of venture financing
instruments, the investee company's financial position and ability to
obtain any necessary additional financing, the investee company's
performance as compared to its business plan, and the investee company's
progress towards initial public offering. The values determined for the
Partnership's investments in these securities are based upon available
information at the time the good faith valuations are made and do not
necessarily represent the amount which might ultimately be realized which
could be higher or lower than the reported fair value.
At June 30, 2000 and December 31, 1999, the investment portfolio included
investments totaling $19,187,086 and $26,910,090, respectively, whose fair
values were established in good faith by the Managing General Partners in
the absence of readily ascertainable market values. In addition,
investments in publicly traded securities which have been subjected to a
discount for legal, contractual or practical restrictions as determined by
the Managing General Partners amounted to $7,076,466 and $3,649,757 at June
30, 2000 and December 31, 1999, respectively. Because of the inherent
uncertainty in the valuation, the values may differ significantly from the
values that would have been used had a ready market for the securities
existed, and the differences could be material.
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, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Management fees $123,944 138,300
Reimbursable operating expenses 686,143 398,852
Individual General Partners' compensation 21,808 17,537
Expenses absorbed by General Partners (306,399) --
</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 was $90,369 due to related parties for
such reimbursable expenses at June 30, 2000, compared to $71,170 due from
related parties at December 31, 1999.
Amounts payable for management fees were $20,657 and $26,283 at June 30,
2000, and December 31, 1999, respectively.
At December 31, 1999, the Partnership had a payable of $72,496 for
investment sales proceeds due to an affiliated partnership. These monies
were paid in the first quarter of 2000. There were no amounts due to
affiliated partnerships at June 30, 2000.
Pursuant to the Partnership Agreement, the Partnership shall reimburse the
Managing General Partners for operational costs 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, 2000, operating expenses absorbed by the
Managing General Partners totaled $306,399. There were no operating
expenses absorbed for the six months ended June 30, 1999.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of portfolio
companies. It is the Managing General Partners' policy that all such
compensation be transferred to the investing partnerships. If the options
are non-transferable, they are not recorded as an asset of the Partnership.
Any profit from the exercise of such options will be transferred if and
when the options are exercised and the underlying stock is sold by the
officers. Any such profit is allocated amongst the Partnership and
affiliated partnerships based upon their proportionate investments in the
portfolio company. At June 30, 2000, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Endocare, Inc.
and Physiometrix, Inc. options with a fair market value of $263,123.
<PAGE>
3. Equity Investments
------------------
<TABLE>
At June 30, 2000, equity investments consisted of:
<CAPTION>
June 30, 2000
Principal -------------------
Amount or
Industry (1)/ Investment Shares as of Cost Fair
Company Position Date June 30, 2000 Basis Value
---------------- -------- ---------- ------------- ----- -----
<S> <C> <C> <C> <C> <C>
Biomedical--0.5%
----------------
Axys
Pharmaceuticals,Common
Inc. shares 1995 37,855 $500,000 213,426
ConjuChem Inc. Preferred
(a) share warrants aggregate
at exercise purchase
price TBD; price
expiring 2001 1996 $29,689 0 0
---------- ----------
500,000 213,426
---------- ----------
Biotechnology--6.1%
-------------------
Molecular
Geriatrics Common
Corporation (a) shares 1993 47,170 250,000 33,019
Prolinx, Inc.(a) Preferred 1995-
shares 1999 1,888,287 2,514,022 2,265,945
Prolinx, Inc. Common and
(a) Preferred share
warrants at
$.0001-$.05; 1998-
expiring 2004 1999 TBD 247,949 201,595
---------- ----------
3,011,971 2,500,559
---------- ----------
Communications--2.4%
--------------------
Efficient Common
Networks, Inc. shares 2000 1,901 315,257 120,476
eoSports, Preferred
Incorporated(a) shares 2000 652,000 652,000 260,800
Positive
Communications, Preferred 1994-
Inc.(a) shares 1999 200,022 252,028 37,804
Positive
Communications, Common
Inc.(a) shares 1999 303,599 1,076,011 57,380
Positive Common share
Communications, warrants at
Inc.(a) $.50; expiring
2001 1996 9,246 10 1,054
Women.com Common 1996-
Networks, Inc. shares 1999 204,384 499,457 527,310
---------- ----------
2,794,763 1,004,824
---------- ----------
Computer Systems and Software--1.1%
-----------------------------------
Ascent Logic Preferred
Corporation(a) shares 1992 425,532 396,000 14,894
Ascent Logic Common
Corporation(a) shares 1997 36,443 23,796 1,276
AudioBasket.com, Preferred
Inc. (a) shares 2000 632,912 1,000,000 400,000
Lynk Systems, Common
Inc.(a) shares 1998 105,000 38,500 47,250
---------- ----------
1,458,296 463,420
---------- ----------
Environmental--0.0%
-------------------
Triangle
Biomedical
Sciences, Common
Inc.(a) shares 1999 1,806 35,560 12,642
Triangle Common
Biomedical share warrants
Sciences, at $28.00;
Inc.(a) expiring 2009 1999 1,806 1,806 452
---------- ----------
37,366 13,094
---------- ----------
Industrial/Business Automation--1.3%
------------------------------------
Portable Energy
Products, Inc. Preferred 1995-
(a) (b) shares 2000 6,264,062 2,477,628 501,125
Portable Energy Common and
Products, Inc. Preferred share
(a) (b) warrants at
$.06-$1.00;
expiring 1996-
2001-2004 1999 1,139,118 4,186 23,906
PRI Automation, Common
Inc. shares 1999 10 451 618
---------- ----------
2,482,265 525,649
---------- ----------
Information Technology--1.7%
----------------------------
WorldRes, Inc. Preferred 1997-
(a) (b) shares 1999 117,127 819,652 680,515
WorldRes, Inc. Preferred
(a) (b) share warrants
at $3.70-$4.63;
expiring 1997-
2002-2003 1998 6,479 62 22,762
---------- ----------
819,714 703,277
---------- ----------
Medical--45.8%
--------------
Acusphere, Inc. Preferred 1995-
(a) shares 1997 377,531 762,499 717,309
ADESSO Specialty
Services
Organization Preferred 1995-
Inc.(a) (b) shares 2000 808,543 2,024,445 6,791,761
ADESSO Specialty Preferred
Services share warrant
Organization at $1.00;
Inc.(a)(b) expiring 2001 1996 68,704 0 542,762
Biex, Inc. Preferred 1993-
(a) (b) shares 1999 644,279 678,409 135,681
Biex, Inc. Preferred
(a) (b) share warrant
at $0.01;
expiring
2005 2000 7,688 0 0
Biex, Inc. Convertible
(a) (b) note (2) 2000 $15,377 15,495 3,099
Endocare, Inc. Common 1996-
(b) shares 1999 49,764 163,874 453,798
Intella
Interventional Common
Systems, Inc. shares 1993 584 0 0
Intella
Interventional Preferred
Systems, Inc. shares 1993 304 0 0
Periodontix, Preferred 1993-
Inc.(a) shares 1999 339,253 556,001 305,328
Periodontix, Common share
Inc.(a) warrant
at $2.25;
expiring
2004-2006 1999 24,667 0 0
Periodontix, Convertible
Inc.(a) notes (2) 1999 $173,000 189,402 75,760
Pharmadigm, Preferred 1993-
Inc.(a) shares 1998 733,815 1,079,396 293,526
Pharmadigm, Preferred
Inc.(a) share warrants
at $2.00-$2.50;
expiring 2000- 1995-
2001 1997 21,083 0 0
Pherin
Pharmaceuticals,Preferred
Inc.(a) shares 1991 200,000 200,000 371,000
Physiometrix, Common 1996-
Inc.(b) shares 2000 295,769 726,415 6,065,808
R2 Technology, Preferred 1994-
Inc.(a) shares 1996 468,541 537,080 342,891
R2 Technology, Preferred
Inc.(a) share warrant
at $2.00;
expiring 2000 1995 9,667 0 2,929
Resolution
Sciences Preferred
Corporation (a) shares 2000 485,000 970,000 388,000
Sanarus Medical, Preferred
Inc.(a)(b) shares 1999 260,000 390,000 156,000
Simione Central
Holdings, Inc. Common
(a) shares 1999 13,715 206,718 29,550
Valentis, Inc. Common 1994-
shares 1995 196,274 762,234 2,154,108
---------- ----------
9,261,968 18,829,310
---------- ----------
Microelectronics--3.7%
----------------------
Tessera, Inc.(a) Preferred
shares 1992 666,666 500,000 1,499,999
Tessera, Inc.(a) Common
shares 1997 72,754 56,500 32,739
---------- ----------
556,500 1,532,738
---------- ----------
Retail/Consumer Products--0.0%
------------------------------
YES!
Entertainment Common
Corporation shares 1995 55,555 0 0
--------- ----------
0 0
--------- ----------
Venture Capital Limited Partnership Investments--6.1%
-----------------------------------------------------
CVM Equity Ltd.
Fund IV, Ltd(a) Partnership
interests various $150,000 76,436 58,806
El Dorado Ltd.
Ventures III, Partnership
L.P. (a) interests various $250,000 212,460 1,073,254
O,W&W Pacrim Ltd.
Investments Partnership
Limited (a) interests various 400 25,905 249,665
Spectrum Equity Ltd.
Investors, Partnership
L.P.(a) interests various $478,025 376,107 1,014,505
Trinity Ventures Ltd.
IV, L.P.(a) Partnership
interests various $175,006 47,814 95,809
---------- ----------
738,722 2,492,039
---------- ----------
Total equity investments--68.7% $21,661,565 28,278,336
========== ==========
Legend and footnotes:
-- No investment held at end of period.
0 Investment active with a carrying value or fair value of zero.
(a) Equity security acquired in a private placement transaction; resale may be subject to
certain selling restrictions.
(b) Portfolio company is an affiliate of the Partnership; resale may be subject to certain
selling restrictions.
(1) Represents the total fair value of a particular industry segment as a percentage of
partners' capital at 06/30/00.
(2) The Partnership has no income-producing equity investments except for convertible notes
which include accrued interest. Interest rates on such notes range from 6.5% to 8%.
</TABLE>
All investments are valued at fair value as determined in good faith by the
Managing General Partners. See Note 1--Valuation of Investments.
Significant purchases and sales of investments during the six months ended
June 30, 2000 are as follows:
Acusphere, Inc.
---------------
In April 2000, the company completed a new round of financing at a higher
valuation. The Partnership did not participate in this round.
ADESSO Specialty Services Organization, Inc.
--------------------------------------------
In March 2000, the Partnership purchased 11,217 Series E Preferred shares
for $188,446.
AudioBasket.com, Inc.
---------------------
In June 2000, the Partnership purchased 632,912 Series B Preferred shares
for $1,000,000.
CV Therapeutics, Inc.
---------------------
In January 2000, the Partnership sold its entire investment in the company
for proceeds of $437,508 and realized a gain of $114,708.
Efficient Networks, Inc.
------------------------
In February, 2000, the Partnership sold 951 common shares in the company
for proceeds of $109,365 and realized a gain of $34,111.
eoSports, Incorporated
----------------------
In March 2000, the Partnership purchased 652,000 Series A Preferred shares
in the company for $652,000.
Oxford GlycoSciences Plc
------------------------
During the first quarter of 2000, the Partnership sold its entire
investment in the company for proceeds of $8,108,374 and realized a gain of
$7,108,447.
Pharmadigm, Inc.
----------------
In March 2000, the company completed a new round of financing at a lower
valuation. The Partnership did not participate in this round.
Pharmos Corporation
-------------------
In January 2000, the Partnership sold its entire investment in the company
for proceeds of $191,382 and realized a gain of $146,134.
Physiometrix, Inc.
------------------
In March 2000, the Partnership net exercised a common share warrant for
13,525 shares at $6.60 each and received 8,748 common shares with a cost
basis of $57,858. The Partnership realized a gain of $57,679 on the
warrant exercise.
In July 2000, the Partnership sold 156,613 common shares in the company for
proceeds of $4,189,399 and realized a gain of $3,731,468.
Pilot Network Services, Inc.
----------------------------
During the first quarter of 2000, the Partnership sold its entire
investment in the company for proceeds of $5,324,389 and realized a gain of
$5,039,836.
Prolinx, Inc.
-------------
In June 2000, the Partnership purchased 86,378 Series E Preferred shares
for $259,134.
Portable Energy Products, Inc.
------------------------------
In May 2000, the company converted a line of credit extended by the
Partnership totaling $255,108, including principal and interest, into
1,275,540 Series C Preferred shares. In addition, the Partnership
purchased 1,250,000 Series C Preferred shares for $250,000.
Resolution Sciences Corporation
-------------------------------
In February 2000, the Partnership purchased 485,000 Series C Preferred
shares for $970,000.
Simione Central Holdings, Inc.
------------------------------
In March 2000, the company's shareholders approved a one-for-five reverse
stock split in order to meet requirements to maintain the company's listing
on the Nasdaq National Market.
Valentis, Inc.
--------------
In March 2000, the Partnership sold 105,000 common shares in the company
for proceeds of $2,013,434 and realized a gain of $1,605,667.
Venture Capital Limited Partnerships
------------------------------------
The Partnership received cash distributions totaling $220,745 from El
Dorado Ventures III, L.P., Colorado Venture Management IV and Spectrum
Equity Investors limited partnerships. The Partnership received a stock
distribution of Efficient Networks, Inc. with a fair value of $315,257.
These distributions were recorded as realized gains. The Partnership
recorded a $1,270,831 increase in fair value as a result of a net increase
in the fair value of the underlying investments of the partnerships.
Marketable Equity Securities
----------------------------
At June 30, 2000, marketable equity securities had aggregate costs of
$2,077,399 and aggregate market values of $3,015,938. The net unrealized
gains at June 30, 2000 included gross gains of $1,520,334.
4. Notes Receivable
----------------
Activity from January 1 through June 30 consisted of:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Balance at January 1 $2,569,534 --
Notes receivable issued 2,750,000 211,763
Repayments of notes receivable (1,095,707) --
Notes and interest converted to
equity investments (255,108) --
Change in interest receivable 861,558 2,705
Change in allowance for loan losses (1,671,052) --
--------- -------
Total notes receivable, net
at June 30 $3,159,225 214,468
========= =======
The interest rate on notes receivable at June 30, 2000 ranged from 8.5% to
50%. All notes are due on demand.
In 2000, the Partnership recorded a $1,671,052 decrease in the fair value
of notes receivable from portfolio companies in the computer equipment and
industrial/business automation industries based on the fair value of the
notes as determined in good faith by the Managing General Partners.
5. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at June 30, 2000, and December 31, 1999 consisted
of:
</TABLE>
<TABLE>
<CAPTION>
2000 1999
-------- ------
<S> <C> <C>
Demand accounts $ 286,977 3,419,708
Money-market accounts 9,527,935 2,937,148
--------- ---------
Total $9,814,912 6,356,856
========= =========
</TABLE>
6. Distributions
-------------
In the quarter ended June 30, 2000, a tax distribution totaling $1,935,574
was declared and paid to the General Partners.
7. Short-Term Borrowings
---------------------
The Partnership has a borrowing account with a financial institution. At
June 30, 2000, the borrowing capacity of this account, which fluctuates
based on collateral value, was $1,183,767 and there were no outstanding
borrowings. Interest is charged at the prime rate plus one-half percent.
The Partnership's investments in Axys Pharmaceuticals, Inc. and Valentis,
Inc. are pledged as collateral.
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, 2000 the Partnership had the following unfunded
commitments:
<TABLE>
<CAPTION>
TYPE
----
<S> <C>
Notes receivable $ 500,000
Equity investments 1,500,000
Equipment lease guarantees 737,000
Venture capital limited partnership investments 21,975
---------
Total $2,758,975
=========
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Condition, Liquidity and Capital Resources
----------------------------------------------------
The Partnership operates as a business development company under the
Investment Company Act of 1940 and makes venture capital investments in new
and developing companies. The Partnership's financial condition is
dependent upon on the success of the portfolio companies. There is no
ready market for many of the Partnership's investments. It is possible
that some of its venture capital investments may be a complete loss or may
be unprofitable and that others will appear likely to become successful,
but may never realize their potential. The valuation of the Partnership's
investments in securities for which there are no available market quotes is
subject to the estimate of the Managing General Partners in accordance with
the valuation guidance described in Note 1 to the financial statements. In
the absence of readily obtainable market values, the estimated fair value
of the Partnership's investments may differ significantly from the values
that would have been used had a ready market existed.
During the six months ended June 30, 2000, net cash used by operating
activities totaled $492,112. The Partnership paid management fees of
$129,570 to the Managing General Partners and reimbursed related parties
for operating expenses of $218,205. The Partnership also paid investment
sales proceeds of $72,496 to an affiliated partnership. In addition,
$21,808 was paid to the Individual General Partners as compensation for
their services and other operating expenses of $244,559 were paid. Interest
income of $194,526 was received.
During the six months ended June 30, 2000, the Partnership funded equity
investments of $3,334,956 primarily to portfolio companies in the computer
systems and software, communications and medical industries. Proceeds from
sales of equity investments provided cash of $16,194,007. The Partnership
funded $2,750,000 in notes receivable to portfolio companies in the
computer systems and software and industrial/business automation
industries. Repayments of notes receivable were $1,095,707. The
Partnership received cash distributions from venture capital limited
partnerships totaling $220,745. As of June 30, 2000, the Partnership's
unfunded commitments totaled $2,758,975 as discussed in Note 7 to the
financial statements. Tax distributions totaling $7,348,554 were paid to
General and Limited Partners.
The Partnership has a borrowing account with a financial institution. The
borrowing capacity of this account, which fluctuates based on collateral
value, was $1,183,767 and there were no outstanding borrowings at June 30,
2000. The Partnership's investments in Axys Pharmaceuticals, Inc. and
Valentis, Inc. are pledged as collateral.
Cash and cash equivalents at June 30, 2000, were $9,814,912. 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 loss was $21,107,515 for the quarter ended June 30, 2000, compared to
net income of $1,271,733 for the corresponding period in 1999. The change
was primarily due to a $15,707,047 decrease in the net unrealized fair
value of equity investments, a $5,834,448 decrease in net realized gain
from equity investment sales and a $1,671,052 decrease in the net
unrealized fair value of notes receivable, partially offset by a $473,976
increase in interest income, a $246,995 increase in realized gain from
venture capital limited partnerships and a $227,226 decrease in realized
losses from investment write-downs.
During the quarter ended June 30, 2000, the decrease in fair value of
equity investments of $19,725,288 was primarily due to a decrease in fair
value of equity investments of $22,669,324 for the change in accounting
estimate discussed in Note 1 to the financial statements. In addition,
there were decreases in portfolio companies in the communications industry,
partially offset by increases in the biotechnology and medical industries.
During the same period in 1999, the decrease in fair value of equity
investments of $4,018,241 was primarily due to the sale of common shares in
Pilot Network Services, Inc. ("Pilot"), partially offset by increases in
portfolio companies in the communications and medical industries.
For the quarter ended June 30, 2000, net realized loss from equity
investment sales was $6,644. During the same period in 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 quarter ended June 30, 2000, the Partnership recorded a decrease
in the fair value of notes receivable of $1,671,052 for the change in
accounting estimate discussed in Note 1 to the financial statements. There
was no such amount recorded for the corresponding period in 1999.
For the quarter ended June 30, 2000, interest income of $529,972 was
primarily the result of interest earned on secured notes receivable and
higher cash balances. During the same period in 1999, interest income was
$55,996.
During the quarter ended June 30, 2000, the Partnership recorded net
realized gains from venture capital limited partnership investments of
$316,990. During the same period in 1999, there were gains of $69,995.
The gains represented distribution from profits of venture capital limited
partnerships.
Realized loss from investment write-downs totaled $227,226 in the quarter
ended June 30, 1999. The loss primarily related to a portfolio company in
the medical industry. There were no losses in the quarter ended June 30,
2000.
Total operating expenses were $297,328 and $360,322 for the quarters ended
June 30, 2000 and 1999, respectively. As explained in Note 2 to the
financial statements, the Managing General Partners absorbed $306,399 and
$0 for the quarters ended June 30, 2000 and 1999, respectively. Had the
limitation not been in effect, operating expenses would have been $603,727
and $360,322 during the quarters ended June 30, 2000 and 1999,
respectively. In the second quarter of 2000, the Managing General Partners
billed the Partnership an additional $196,035 for investment management
expenses incurred by the General Partners in 1998 and 1999, but not
previously billed to the Partnership. If these expenses had been billed in
prior years, operating expenses for the three months ended June 30, 2000
and 1999 would have been $101,293 and $390,000, respectively. The decrease
is attributable to decreased investment activity and the related
administrative costs.
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 $439,225 and $7,198,101 for the six months ended June 30,
2000 and 1999, respectively. The decrease was primarily due to a
$12,689,051 decrease in the net unrealized fair value of equity investments
and a $1,671,052 decrease in the net unrealized fair value of notes
receivable, partially offset by a $6,032,114 increase in net realized gain
from sales of equity investments, a $1,005,857 increase in interest income,
a $383,511 increase in net realized gain from venture capital limited
partnership investments and a $227,226 decrease in realized losses from
investment write-downs.
During the six months ended June 30, 2000, the decrease in fair value of
equity investments of $12,720,114 was primarily due to a decrease in fair
value of equity investments of $22,669,324 for the change in accounting
estimate discussed in Note 1 to the financial statements. In addition,
there were decreases in portfolio companies in the communications industry
and the sale of Pilot common shares, offset by increases in the medical and
biotechnology industries along with increases in the venture capital
limited partnerships. During the same period in 1999, the decrease 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 six months ended June 30, 2000, the Partnership recorded a
decrease in the fair value of notes receivable of $1,671,052 for the change
in accounting estimate discussed in Note 1 to the financial statements.
There was no such amount recorded for the same period in 1999.
For the six months ended June 30, 2000, realized gains from sales of equity
investments of $14,098,680 primarily related to sales of shares in Pilot,
Oxford GlycoSciences Plc, and Valentis, Inc. (See Note 3.) During the same
period in 1999, realized gains from sales of equity investments were
$8,066,566 primarily related to the sale of 510,000 common shares of Pilot.
For the six months ended June 30, 2000, interest income of $1,063,103 was
primarily the result of interest earned on secured notes receivable and
higher cash balances. During the same period in 1999, interest income was
$57,246.
During the six months ended June 30, 2000, the Partnership recorded net
realized gains from venture capital limited partnership investments of
$536,002. During the same period in 1999, there were gains of $152,491.
The gains represented distributions from profits of venture capital limited
partnerships.
Realized losses from investment write-downs totaled $227,226 in the six
months ended June 30, 1999. The loss primarily related to a portfolio
company in the medical industry. There were no losses in the six months
ended June 30, 2000.
Total operating expenses were $594,861 and $664,076 for the six months
ended June 30, 2000 and 1999, respectively. As explained in Note 2 to the
financial statements, the Managing General Partners absorbed $306,399 and
$0 for the six months ended June 30, 2000 and 1999, respectively. Had the
limitation not been in effect, operating expenses would have been $901,260
and $664,076 during the six months ended June 30, 2000 and 1999,
respectively. In the second quarter of 2000, the Managing General Partners
billed the Partnership an additional $196,035 for investment management
expenses incurred by the General Partners in 1998 and 1999, but not
previously billed to the Partnership. If these expenses had been billed in
prior years, operating expenses for the six months ended June 30, 2000 and
1999 would have been $398,826 and $717,523, respectively. The decrease is
attributable to decreased investment activity and the related
administrative costs.
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, 2000.
(b) Financial Data Schedule for the six months ended and as of June 30,
2000 (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 14, 2000 By: /s/Charles R. Kokesh
-----------------------------------
Charles R. Kokesh
President, Chief Executive
Officer, Chief Financial
Officer and Chairman of
Technology Funding Inc. and
Managing General Partner of
Technology Funding Limited
