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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, 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. 814-55
TECHNOLOGY FUNDING VENTURE PARTNERS IV, AN AGGRESSIVE GROWTH FUND, L.P.
- -----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3054600
- ------------------------------- ----------------------------------
(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)
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") exists, and therefore the market value of such Units cannot be
determined.
Documents incorporated by reference: Portions of the Prospectus dated
February 24, 1989, forming a part of Registration Statement No. 33-
19201, 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 (pages 23 to 25) of the
Prospectus of Technology Funding Venture Capital Fund VI, LLC, as
revised June 4, 1998 (accession number 0000950133-98-002220), 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 IV, An Aggressive Growth
Fund, L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of Delaware on December
4, 1986, and was inactive until it commenced the sale of Units
on January 10, 1989. The purpose of the Partnership is to make
venture capital investments in new and developing companies, as
described in the "Introductory Statement" and "Business of the
Partnership" sections of the Prospectus dated February 24,
1989. 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 term was extended for a two-year
period to December 31, 1999 pursuant to unanimous approval by
the Management Committee on December 5, 1997. In April 1999,
the Management Committee further extended the term of the
Partnership to December 31, 2001.
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 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 1999.
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, 1999 there were 7,852 record holders of
Units.
(c) The Registrant, being a partnership, does not pay
dividends. Cash distributions, however, may be made to
the partners in the Partnership pursuant to the
Registrant's Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
- ------ -----------------------
For the Years Ended and As of December 31,
---------------------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
Total income $ 46,467 119,497 148,931 99,272 130,779
Net operating loss (1,176,106) (1,461,264) (1,320,606) (1,423,434) (2,106,285)
Net realized gain from
venture capital limited
partnership investments 982,946 -- 524,939 255,239 --
Net realized (loss) gain from
sales of equity investments (663,218) 178,402 7,699,981 989,034 (80,764)
Recoveries from investments
previously written off -- 3,650 -- -- 145,248
Realized losses from
investment write-downs (2,615) (422,261) (3,768,897) (1,078,341) (2,532,447)
Net realized (loss) income (858,993) (1,701,473) 3,135,417 (1,257,502) (4,574,248)
Change in net unrealized
fair value:
Equity investments 405,078 1,358,307 (15,263,861) (773,777) 4,065,995
Notes receivable -- -- -- -- 49,000
Net loss (453,915) (343,166) (12,128,444) (2,031,279) (459,253)
Net loss per Unit (1) (0.57) (0.67) (24.28) (3.64) (0.90)
Total assets 16,319,765 17,073,958 23,069,679 37,025,188 43,065,771
Distributions declared -- 2,370,130 4,000,000 316,227 --
Distributions declared
per Unit (2) -- 4.39 8.86 -- --
(1) See Notes 1 and 3 to the Financial Statements for discussion of partners' capital
reclassification and the method of calculation of net income (loss) per Unit.
(2) Calculation is based on distributions declared to Limited Partners divided by the weighted
average number of Units outstanding during the year.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------ -------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Liquidity and Capital Resources
- -------------------------------
In 1999, net cash used by operating activities totaled
$1,101,498. The Partnership paid management fees of $163,360
to the Managing General Partners and reimbursed related
parties for operating expenses of $555,742 in 1999. In
addition, $45,394 was paid to the Individual General Partners
as compensation for their services. Other operating expenses
of $346,109 were paid, interest paid on short term borrowings
was $8,620 and interest income of $17,727 was received.
In 1999, the Partnership funded equity investments of
$858,572, primarily to portfolio companies in the
medical/biotechnology and information technology industries,
and issued notes receivable of $203,825 primarily to
portfolio companies in the medical/ biotechnology and
environmental industries. Proceeds from sales of equity
investments were $1,593,922 and repayments of equity
investments and notes receivable provided cash of $198,844.
The Partnership received cash distributions from venture
capital limited partnerships totaling $229,626.
In December 1999, the Partnership paid $370,130 in Limited
Partner distributions which had been declared in 1998.
Cash and cash equivalents at December 31, 1999 were $677,285.
As of December 31, 1999, the Partnership was committed to
fund $626,150 in additional investments. 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. Subsequent to
December 31, 1999, the Partnership sold it entire position in
six publicly traded portfolio companies for proceeds totaling
$4,494,397 and a realized gain of $3,359,361.
Results of Operations
- ---------------------
1999 compared to 1998
- ---------------------
Net loss was $453,915 in 1999 compared to $343,166 in 1998.
The change was primarily due to a $953,229 decrease in the
change in net unrealized fair value of equity investments and
an $841,620 increase in net realized losses from sales of
equity investments, partially offset by a $982,946 increase
in net realized gain from venture capital limited partnership
investments, a $419,646 decrease in realized losses from
investment write-downs and a $323,965 decrease in operating
expenses.
During 1999, the increase in fair value of equity investments
of $405,078 was primarily attributable to increases in
portfolio companies in the medical/biotechnology,
communications and information technology industries,
partially offset by a decrease in a portfolio company in the
environmental industry. In 1998, the increase in fair value
of $1,358,307 was primarily attributable to an increase in a
portfolio company in the environmental industry, partially
offset by a decrease in portfolio companies in the computer
systems and software and medical/biotechnology industries.
During 1999, net realized loss from sales of equity
investments of $663,218 primarily resulted from the sales of
shares in Naiad Technologies, Inc., Splash Technology
Holdings, Inc. and Adept Technology, Inc., partially offset
by a gain from the sale of SalesLogix Corporation. During
1998, net realized gain from sales of equity investments of
$178,402 was mainly due to the receipt of proceeds escrowed
in the Quintar sale, partially offset by losses from the sale
of the Partnership's investment in NetChannel, Inc.
During 1999, the Partnership recorded net realized gains from
venture capital limited partnership investments of $982,946.
These gains represented distributions from profits of venture
capital limited partnerships. There were no such gains in
1998.
During 1999, the Partnership recorded realized losses from
investment write-downs of $2,615. During 1998, the
Partnership recorded realized losses from investment write-
downs of $422,261 primarily due to portfolio companies in the
medical/biotechnology and retail/consumer products
industries.
Total operating expenses were $1,012,056 and $1,336,021 for
1999 and 1998, respectively. As disclosed in Note 2 to the
financial statements, the Managing General Partners
reevaluated allocations to the Partnership in 1998 and
determined that they had not fully recovered allocable
operating expenses, primarily salary, benefits, and
professional fees as permitted by the Partnership Agreement.
As a result, the Partnership was charged $193,391 of
additional operating expenses in 1998 which related to prior
years. If the additional expense had been recorded in prior
years, total operating expenses would have been $1,012,056
and $1,142,630 for 1999 and 1998, respectively. The decrease
is primarily attributable to decreased investment operations
activities.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
1998 compared to 1997
- ---------------------
Net loss was $343,166 in 1998 compared to $12,128,444 in
1997. The decrease in net loss was substantially due to a
$16,622,168 increase in the change in net unrealized fair
value of equity investments and a $3,346,636 decrease in
realized losses from investment write-downs. The decrease
was partially offset by a $7,521,579 decrease in net realized
gain from sales of equity investments.
During 1998, the increase in fair value of $1,358,307 was
primarily attributable to an increase in a portfolio company
in the environmental industry, partially offset by a decrease
in portfolio companies in the computer systems and software
and medical/biotechnology industries. In 1997, the
$15,263,861 decrease in fair value of equity investments
included a $6,536,993 decrease attributable to sales of equity
investments, a $6,800,875 decrease attributable to a decline
in the publicly-traded market price of Thermatrix Inc., a
portfolio company in the environmental industry, and a
$1,608,431 decrease attributable to investment write-downs.
During 1998, the Partnership recorded realized losses from
investment write-downs of $422,261 attributable to equity
investments in ConjuChem, Inc. (formerly RedCell, Inc.) and
YES! Entertainment Corporation. During 1997, realized losses
from investment write-downs of $3,768,897 were mainly
attributable to equity investments in portfolio companies in
the computer systems and software and communications
industries.
In 1998, net realized gain from sales of equity investments
of $178,402 was mainly due to the receipt of proceeds
escrowed in the Quintar sale, partially offset by losses from
the sale of the Partnership's investment in NetChannel, Inc.
During 1997, the $7,699,981 realized gain from sales of
equity investments was primarily attributable to the sale and
liquidation of investments in Shaman Pharmaceuticals, Inc.,
Systemix, Inc., UTStarcom, Inc., Multiport Inc. and Quintar
Corporation.
Total operating expenses were $1,336,021 and $1,126,595 for
1998 and 1997, respectively. As disclosed in Note 2 to the
financial statements, the Managing General Partners
reevaluated allocations to the Partnership in 1998 and
determined that they had not fully recovered allocable
operating expenses, primarily salary, benefits, and
professional fees as permitted by the Partnership Agreement.
As a result, the Partnership was charged $193,391 of
additional operating expenses in 1998 of which $24,256 and
$169,135 related to 1997 and to prior years, respectively.
If the additional expense had been recorded in prior years,
total operating expenses would have been $1,142,630 and
$1,150,851 for 1998 and 1997, respectively.
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 General Partners" and "Management of the
Partnership - Key Personnel of the Managing General Partners"
in the Prospectus. Changes in this information that have
occurred since the date of the Prospectus are included on
pages 23 to 25 in the Technology Funding Venture Capital Fund
VI, LLC, Prospectus, revised June 4, 1998 (accession number
0000950133-98002220), 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 1999, the Partnership incurred $165,123 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, 1999. 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 $10,000 annually, plus $1,000 for each
attended meeting of the management committee and related
expenses. In 1999, $45,394 of such fees were paid.
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. The
three Individual General Partners each own 20 Units. The
Management Committee controls 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, 1999
and 1998
Statements of Operations for the years
ended December 31, 1999, 1998 and 1997
Statements of Partners' Capital for the years
ended December 31, 1999, 1998 and 1997
Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997
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 February
24, 1989, included in Registration Statement No.
33-19201 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, 1999.
(c) Financial Data Schedule for the year ended and as of
December 31, 1999 (Exhibit 27).
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Technology Funding Venture Partners IV, An Aggressive Growth Fund,
L.P.:
We have audited the accompanying balance sheets of Technology
Funding Venture Partners IV, An Aggressive Growth Fund, L.P. (a
Delaware limited partnership) as of December 31, 1999 and 1998,
and the related statements of operations, partners' capital, and
cash flows for each of the years in the three-year period ended
December 31, 1999. 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 notes
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, 1999
and 1998. 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 IV, An Aggressive Growth Fund,
L.P. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-
year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
Albuquerque, New Mexico /S/KPMG LLP
March 29, 2000
BALANCE SHEETS
- --------------
December 31,
------------------------
1999 1998
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$11,915,314 and $12,547,986 for
1999 and 1998, respectively) $15,419,719 15,647,313
Notes receivable, net (cost basis
of $221,307 and $202,777 for
1999 and 1998, respectively) 221,307 202,777
---------- ----------
Total investments 15,641,026 15,850,090
Cash and cash equivalents 677,285 1,188,918
Due from related parties -- 29,771
Other assets 1,454 5,179
---------- ----------
Total assets $16,319,765 17,073,958
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 54,345 48,922
Due to related parties 68,554 --
Distributions payable
to Limited Partners -- 370,130
Other liabilities 9,789 13,914
---------- ----------
Total liabilities 132,688 432,966
Commitments, contingencies and
subsequent events (Notes 2, 4, 9,
and 10)
Partners' capital
(400,000 Limited Partner Units
outstanding) 16,187,077 16,640,992
---------- ----------
Total liabilities and
partners' capital $16,319,765 17,073,958
========== ==========
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
-----------------------------------
1999 1998 1997
------ ------ ------
Income:
Notes receivable
interest $ 34,189 14,139 27,713
Short-term investment
interest 12,278 105,358 121,218
--------- --------- ----------
Total income 46,467 119,497 148,931
Costs and expenses:
Management fees 165,123 206,009 296,900
Individual General
Partners' compensation 45,394 38,731 46,042
Operating expenses:
Investment operations 198,679 320,893 335,178
Administrative and
investor services 583,753 710,741 565,290
Computer services 133,305 207,921 126,586
Professional fees 87,699 96,466 84,574
Interest expense 8,620 -- 14,967
--------- --------- ----------
Total operating
expenses 1,012,056 1,336,021 1,126,595
--------- --------- ----------
Total costs and
expenses 1,222,573 1,580,761 1,469,537
--------- --------- ----------
Net operating loss (1,176,106) (1,461,264) (1,320,606)
Net realized gain from
venture capital limited
partnership investments 982,946 -- 524,939
Net realized (loss) gain
from sales of equity
investments (663,218) 178,402 7,699,981
Recoveries from
investments previously
written off -- 3,650 --
Realized losses from
investment write-downs (2,615) (422,261) (3,768,897)
--------- --------- ----------
Net realized (loss) income (858,993) (1,701,473) 3,135,417
Change in net unrealized
fair value of equity
investments 405,078 1,358,307 (15,263,861)
--------- --------- ----------
Net loss $ (453,915) (343,166) (12,128,444)
========= ========= ==========
Net loss per Unit $ (0.57) (0.67) (24.28)
========= ========= ==========
See accompanying notes to financial statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 1999, 1998 and 1997:
Reclassified-(see Note 1)
-------------------------
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
December 31, 1996 $31,426,255 4,056,477 35,482,732
Net loss (9,713,375) (2,415,069) (12,128,444)
Distributions (3,544,571) (455,429) (4,000,000)
---------- --------- ----------
Partners' capital,
December 31, 1997 18,168,309 1,185,979 19,354,288
Net loss (266,437) (76,729) (343,166)
Distributions (1,756,885) (613,245) (2,370,130)
--------- --------- ----------
Partners' capital,
December 31, 1998 16,144,987 496,005 16,640,992
Net loss (229,939) (223,976) (453,915)
---------- --------- ----------
Partners' capital,
December 31, 1999 $15,915,048 272,029 16,187,077
========== ========= ==========
See accompanying notes to financial statements.
PAGE>
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
---------------------------------
1999 1998 1997
-------- -------- --------
Cash flows from operating
activities:
Interest received $ 17,727 105,474 142,149
Cash paid to vendors (346,109) (196,818) (324,637)
Cash paid to related parties (764,496) (1,516,777) (1,113,921)
Interest paid on short-term
borrowings (8,620) -- (43,317)
--------- --------- ----------
Net cash used by
operating activities (1,101,498) (1,608,121) (1,339,726)
--------- --------- ----------
Cash flows from investing
activities:
Notes receivable issued (203,825) (215,442) (150,500)
Purchase of equity investments (858,572) (1,085,068) (3,308,010)
Repayment of convertible and
other notes receivable 198,844 204,848 164,463
Recoveries from investments
previously written off -- 3,650 --
Proceeds from sales of
equity investments 1,593,922 612,545 13,828,070
Distributions from venture
capital limited partnership
investments 229,626 -- 42,873
--------- --------- ----------
Net cash provided (used)
by investing activities 959,995 (479,467) 10,576,896
--------- --------- ----------
Cash flows from financing
activities:
Distributions to partners (370,130) (5,544,571) (455,429)
Repayments of short-term
borrowings, net -- -- (1,363,332)
--------- --------- ----------
Net cash used by
financing activities (370,130) (5,544,571) (1,818,761)
--------- --------- ----------
Net (decrease) increase
in cash and cash equivalents (511,633) (7,632,159) 7,418,409
Cash and cash equivalents
at beginning of year 1,188,918 8,821,077 1,402,668
--------- --------- ----------
Cash and cash equivalents
at end of year $ 677,285 1,188,918 8,821,077
========= ========= ==========
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
---------------------------------
1999 1998 1997
-------- -------- --------
Reconciliation of net loss to
net cash used by operating
activities:
Net loss $ (453,915) (343,166)(12,128,444)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Net realized gain from
venture capital limited
partnership investments (982,946) -- (524,939)
Net realized loss (gain) from
sales of equity investments 663,218 (178,402) (7,699,981)
Realized loss from
investment write-downs 2,615 422,261 3,768,897
Recoveries from
investments previously
written off -- (3,650) --
Change in net unrealized fair
value of equity investments (405,078) (1,358,307) 15,263,861
Changes in:
Accrued interest on notes
receivable (28,740) (14,023) (6,782)
Accounts payable and
accrued expenses 5,423 1,123 9,370
Due to/from related parties 98,325 (149,056) 28,395
Other, net (400) 15,099 (50,103)
--------- --------- ----------
Net cash used by
operating activities $(1,101,498) (1,608,121) (1,339,726)
========= ========= ==========
Non-cash financing
activities:
Distributions payable
to Limited Partners $ -- 370,130 3,544,571
========= ========== ==========
See accompanying notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Venture Partners IV, An Aggressive Growth Fund,
L.P. (the "Partnership") is a limited partnership organized under
the laws of the State of Delaware on December 4, 1986. The purpose
of the Partnership is to make venture capital investments in new and
developing 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's registration statement was declared effective by
the Securities and Exchange Commission on November 14, 1988, and the
Partnership commenced selling units of limited partnership interests
("Units") on January 10, 1989.
On February 16, 1989, the minimum number of Units required to
commence Partnership operations (15,000) were sold. The offering
terminated with 400,000 Units sold on September 14, 1990. The
Partnership's term was extended for a two-year period to December
31, 1999 pursuant to unanimous approval by the Management Committee
on December 5, 1997. In April 1999, the Management Committee
further extended the term of the Partnership to December 31, 2001.
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.
Partners' Capital Reclassification
- ----------------------------------
Commencing in the fourth quarter of 1999, the Partnership is including the change in net
unrealized fair value of investments in the profits and losses allocated to partners' capital
accounts based on a reevaluation of the Partnership Agreement. Accordingly, prior years have been
reclassified to conform to the current year presentation. The allocations of the net unrealized
fair value increase (decrease) from cost of investments, and resulting reclassifications, were
determined by applying the provisions of the Partnership Agreement described in Note 3 from the
inception of the Partnership. The reclassification has no effect on total partners' capital or
the Partnership's net income or loss for any period. The reclassifications resulting from the
reevaluation of the Partnership Agreement have the effect of accelerating the allocation of
profits or losses (under the provisions described in Note 3) to partners' capital accounts and, as
a result, may permit the acceleration of distributions to Partners to the extent allowable under
the Partnership Agreement.
The allocations of the net unrealized fair value increase reclassified in prior periods are as
follows:
Net Unrealized
Fair Value
Increase
Limited General From Cost of
Partners Partners Equity Investments Total
-------- -------- ------------------ -----
Partners' capital, December 31, 1996,
before reclassification $17,224,580 1,253,271 17,004,881 35,482,732
Allocation of net unrealized fair value
increase from cost 14,201,675 2,803,206 (17,004,881) --
---------- --------- ---------- ----------
Partners' capital, December 31, 1996,
as reclassified $31,426,255 4,056,477 -- 35,482,732
========== ========= ========== ==========
Partners' capital, December 31, 1997,
before reclassification $16,288,081 1,325,187 1,741,020 19,354,288
Allocation of net unrealized fair value
increase from cost 1,880,228 (139,208) (1,741,020) --
---------- --------- ---------- ----------
Partners' capital, December 31, 1997,
as reclassified $18,168,309 1,185,979 -- 19,354,288
========== ========= ========== ==========
Partners' capital, December 31, 1998,
before reclassification $13,170,018 371,647 3,099,327 16,640,992
Allocation of net unrealized fair value
increase from cost 2,974,969 124,358 (3,099,327) --
---------- --------- ---------- ----------
Partners' capital, December 31, 1998,
as reclassified $16,144,987 496,005 -- 16,640,992
========== ========= ========== ==========
The reclassifications of the change in net unrealized fair value of equity investments for prior
periods are as follows:
Limited General
Partners Partners Total
-------- -------- -----
For the Year Ended December 31, 1997 $(12,321,447) (2,942,414) (15,263,861)
For the Year Ended December 31, 1998 1,094,741 263,566 1,358,307
Investments
- -----------
Equity 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 $3,996,360 and $2,967,543
at December 31, 1999 and 1998, 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 $11,423,359 and $12,679,770 at
December 31, 1999 and 1998, 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.
Where, in the opinion of the Managing General Partner, events
indicate that the fair value of equity and venture capital
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.
Notes Receivable
----------------
The secured and unsecured notes receivable portfolio includes
accrued interest less the allowance for loan losses. The portfolio
approximates fair value through inclusion of an allowance for loan
losses. 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.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested
in demand accounts and money market instruments and are stated at
cost plus accrued interest. The Partnership considers all money
market and short-term investments with an original maturity of three
months or less to be cash equivalents.
Net Income (Loss) Per Unit
- --------------------------
Commencing in the fourth quarter of 1999, the Partnership is
including the change in net unrealized fair value of equity
investments in the profits and losses allocated to partners' capital
accounts. (See Partners' Capital Reclassification discussion above.
The 1998 and 1997 per Unit amounts have been modified to conform to
this presentation.) Net income (loss) per Unit is calculated by
dividing the weighted average number of Units outstanding of 400,000
for the years ended December 31, 1999, 1998 and 1997 into the total
net income (loss) allocated to the Limited Partners. The Managing
General Partners contributed 0.1% of total Limited Partner capital
contributions and did not receive any Partnership units.
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 $12,136,621 by
$3,099,152 as of December 31, 1999.
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. Related party costs in 1999, 1998 and
1997 were as follows:
For the Years Ended December 31,
-------------------------------------
1999 1998 1997
------ ------ ------
Management fees $165,123 206,009 296,900
Individual General
Partners' compensation 45,394 38,731 46,042
Reimbursable operating
expenses:
Investment operations 189,534 300,503 316,342
Administrative and
investor services 329,465 614,557 367,404
Computer services 133,305 207,921 115,628
Management fees are equal to one quarter of one percent of the fair
value of Partnership assets for each quarter. Management fees
compensate the Managing General Partners solely for General Partner
Overhead (as defined in the Partnership Agreement) incurred in
supervising the operation and management of the Partnership and the
Partnership's investments. Management fees due to the Managing
General Partners were $12,949 and $11,186 at December 31, 1999 and
1998, respectively.
As compensation for their services, each of the Individual General
Partners receives $10,000 annually, plus $1,000 for each attended
meeting of the Management Committee and related expenses. The three
Individual General Partners each own 20 Units.
The Partnership reimburses the Managing General Partners for
operating expenses incurred in connection with the business of the
Partnership. Reimbursable operating expenses include expenses
(other than Organizational and Offering expenses and General Partner
Overhead) such as investment operations, administrative and investor
services and computer services. At December 31, 1999, there were
$55,605 of such reimbursable expenses due to related parties,
compared to $40,957 due from related parties at December 31, 1998.
The Managing General Partners allocate operating expenses incurred
in connection with the business of the Partnership based on employee
hours incurred. In 1998, operating cost allocations to the
Partnership were re-evaluated. The Managing General Partners
determined that they had not fully recovered allocable operating
expenses, primarily salary, benefits, and professional fees, as
permitted by the Partnership Agreement. As a result, the
Partnership was charged additional operating expenses of $193,391
consisting of $24,256, and $169,135 for 1997 and prior years,
respectively. Had the additional expenses been recorded in prior
years, operating expenses would have been $1,142,630 and $1,150,851
for 1998 and 1997, respectively.
In 1997, Multiport, Inc., which was wholly owned by the Partnership,
ceased operations and was liquidated, resulting in a cash
distribution to the Partnership of $1,929,078 and a realized gain of
$1,131,678.
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. Effective December
31, 1998, TFPM was acquired by TFL. Under the terms of a rent
agreement, TFL charges the Partnership for its share of office rent
and related overhead costs on a cost recovery basis. 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. Any
such profit is allocated amongst the Partnership and affiliated
partnerships based upon their proportionate investment in the
portfolio company. At December 31, 1999, the Partnership had an
indirect interest in non-transferable Physiometrix, Inc., and
Thermatrix Inc. options at an exercise price higher than the current
market value. At December 31, 1999, the Partnership and affiliated
partnerships had an indirect interest in non-transferable
Physiometrix, Inc., Endocare, Inc. and UroGen Corp. options with a
fair market value of $162,528.
3. Allocation of Profits and Losses
--------------------------------
In accordance with the Partnership Agreement (see Note 1), net
profits and losses of the Partnership are allocated based on the
beginning-of-the-year partners' capital balances as follows:
(a) Profits:
(i) First, to those partners with deficit capital
account balances until such deficits have been
eliminated; then
(ii) Second, to the partners as necessary to offset the
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 held, 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
profit 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,
with net profit thereafter otherwise allocable to those Limited
Partners being allocated to the Managing General Partners to the
extent of such losses.
Losses from unaffiliated venture capital limited partnership
investments are allocated pursuant to section (b) above. Gains are
allocated 99% to the Limited Partners and 1% to the Managing General
Partners.
4. Equity Investments
------------------
At December 31, 1999, and December 31, 1998, equity investments consisted of:
Original December 31, 1999 December 31, 1998
Principal ----------------- -----------------
Industry (1)/ Investment Amount or Cost Fair Cost Fair
Company Position Date Shares Basis Value Basis Value
- ------------- -------- ---- ------ ----- ----- ----- -----
Communication--10.4%
- --------------------
Efficient Common
Networks, Inc. shares 1999 951 $75,254 64,487 -- --
NetChannel, Inc. Escrowed
sales
proceeds 1998 -- -- -- 74,761 74,761
VOIS, Inc. Other
investment 1999 $2,766 2,766 0 -- --
Women.com Common 1996-
Networks, Inc.(a) shares 1999 148,696 518,955 1,611,493 432,296 460,699
---------- ---------- ---------- ---------
596,975 1,675,980 507,057 535,460
---------- ---------- ---------- ---------
Computer Equipment, Systems and Software--1.5%
- ----------------------------------------------
Adept Technology, Common
Inc. shares 1997 -- -- -- 227,464 91,885
Ascent Logic Preferred
Corporation (a) shares 1992 106,383 99,000 37,234 99,000 37,234
Ascent Logic Common
Corporation (a) shares 1997 36,443 23,795 12,755 23,795 12,755
Pilot Network Common
Services, Inc. shares 1999 7,760 117,381 166,258 -- --
Reflection Common share
Technology, warrant
Inc. (a) at $0.50;
expiring
2001 1996 359,750 0 0 0 0
Splash Technology Common
Holdings, Inc. shares 1997 -- -- -- 198,812 37,250
Splash Technology Escrowed
Holdings, Inc. sales
proceeds 1997 $95,000 0 20,000 0 20,000
---------- ---------- ---------- ---------
240,176 236,247 549,071 199,124
---------- ---------- ---------- ---------
Environmental--26.9%
- --------------------
Naiad Technologies,Preferred 1995-
Inc. shares 1997 -- -- -- 310,202 525,955
SunPower Preferred 1990-
Corporation (a) shares 1994 1,013,637 1,179,051 3,294,320 1,179,051 3,294,320
Thermatrix Inc. Common
(b) shares 1996 1,105,847 3,095,533 1,048,220 3,095,533 3,417,285
Triangle
Biomedical Common
Sciences, Inc.(a) shares 1999 366 10,248 10,248 -- --
Triangle Common share
Biomedical warrant
Sciences, Inc.(a) at $28.00;
expiring
2009 1999 366 366 366 -- --
---------- ---------- ---------- ---------
4,285,198 4,353,154 4,584,786 7,237,560
---------- ---------- ---------- ---------
Information Technology--11.6%
- -----------------------------
WorldRes, Inc. Preferred 1997-
(a) (b) shares 1999 155,918 619,687 1,811,766 454,685 475,987
WorldRes, Inc. Preferred
(a) (b) share
warrants
at $3.70-
$4.63;
expiring 1997-
2002-2003 1999 9,721 82 70,071 8 0
---------- ---------- ---------- ---------
619,769 1,881,837 454,693 475,987
---------- ---------- ---------- ---------
Medical/Biotechnology--34.7%
- ----------------------------
ADESSO Specialty
Services
Organization Preferred
Inc. (a) (b) shares 1997 119,047 999,995 999,995 999,995 999,995
Avalon Imaging, Preferred
Inc. shares 1998 -- -- -- 90,071 90,071
Biex, Inc. (a) (b) Preferred 1993-
shares 1999 777,021 1,023,540 1,023,540 663,916 1,527,517
Biex, Inc. (a) (b) Preferred
share
warrant
at $1.00;
exercised
1999 1994 -- -- -- 8 35,310
Biex, Inc. (a) (b) Preferred
share
warrants
at $2.50;
expiring 1998-
2003 1999 59,653 0 0 0 0
ConjuChem Inc. (a) Preferred
share
warrants
at exercised aggregate
price TBD; purchase
expiring price
2001 1996 $13,495 0 0 0 0
CV Therapeutics, Common 1994-
Inc. shares 1996 8,866 108,780 223,095 685,320 178,099
Endocardial Common
Solutions, Inc. shares 1997 -- -- -- 80,710 58,140
Endocare, Inc. (b) Common 1996-
shares 1998 46,014 152,624 383,067 152,624 91,475
Endocare, Inc. (b) Common
share
warrant
at $3.00;
expiring
2001 1996 3,750 0 19,969 0 0
Hybridon, Inc. Common
shares 1998 -- -- -- 42,161 1,827
Inhale Therapeutic Common 1995-
Systems, Inc. shares 1999 31,394 609,998 1,335,031 517,552 947,107
Intella
Interventional Common
Systems, Inc. (a) shares 1993 584 0 0 436 13,944
Intella
Interventional Preferred
Systems, Inc. (a) shares 1993 304 0 0 2,179 6,973
Molecular
Geriatrics Common
Corporation (a) shares 1993 23,585 125,000 47,170 125,000 47,170
Periodontix, Preferred
Inc. (a) shares 1998 106,122 259,999 238,775 259,999 259,999
Peridontix, Convertible
Inc. (a) note (2) 1999 $37,000 39,166 39,166 -- --
Periodontix, Common
Inc. (a) share
warrant
at $2.75;
expiring
2006 1999 3,363 0 0 -- --
Pharmos Common
Corporation shares 1995 60,331 45,248 122,170 45,248 95,444
Physiometrix, Common
Inc. (b) shares 1996 270,791 490,025 893,610 490,025 144,185
Sanarus
Medical, Preferred
Inc. (a) (b) shares 1999 33,333 50,000 50,000 -- --
UroGen Corp. (b) Convertible
note (2) 1998 -- -- -- 260,401 260,401
UroGen Corp. (b) Common
share 1999 438,366 320,242 219,183 -- --
UroGen Corp (b) Common
share
warrants at
$0.30-$0.74;
expiring
2005-2006 1999 291,667 0 27,278 -- --
---------- ---------- ---------- ---------
4,224,617 5,622,049 4,415,645 4,757,657
---------- ---------- ---------- ---------
Microelectronics--2.6%
- ----------------------
KOR Electronics, Preferred 1989-
Inc. (a) shares 1995 3,571,024 1,130,390 423,897 1,130,390 847,793
---------- ---------- ---------- ---------
1,130,390 423,897 1,130,390 847,793
---------- ---------- ---------- ---------
Retail/Consumer Products--0.0%
- ------------------------------
Yes! Entertainment Common
Corporation shares 1995 66,666 0 6,000 0 3,067
---------- ---------- ---------- ---------
0 6,000 0 3,067
---------- ---------- ---------- ---------
Venture Capital Limited Partnership Investments--7.5%
- -----------------------------------------------------
El Dorado Ltd.
Ventures III, L.P.Partnership
(a) interests various $250,000 212,460 568,922 212,460 329,520
Medical Science Ltd.
Partners, L.P. Partnership
(a) interests various $500,000 215,428 195,121 318,583 383,845
Newtek Ltd.
Ventures II, L.P. Partnership
(a) interests various $833,764 304,178 288,253 304,178 739,207
Onset Enterprises Ltd.
Associates, L.P. Partnership
(a) interests various $500,000 45,000 85,315 30,000 66,243
Utah Ventures Ltd.
Limited Partnership
Partnership (a) interests various $250,000 41,123 82,944 41,123 71,850
---------- ---------- ---------- ----------
818,189 1,220,555 906,344 1,590,665
---------- ---------- ---------- ----------
Total equity investments--95.2% $11,915,314 15,419,719 12,547,986 15,647,313
========== ========== ========== ==========
Legends 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 12/31/99.
(2) The Partnership has no income-producing equity investments except for convertible and
subordinated notes which include accrued interest. Interest rates on such notes are 8%.
Marketable Equity Securities
- ----------------------------
At December 31, 1999, and 1998, marketable equity securities had aggregate
costs of $3,361,363 and $3,204,508, respectively, and aggregate market
values of $3,996,360 and $2,967,543, respectively. The net unrealized
gain/loss at December 31, 1999 and 1998 included gross gains of $1,619,144
and $819,176, respectively.
Adept Technology, Inc.
- ----------------------
In December 1999, the Partnership sold its entire investment in the company
for proceeds of $90,513 and realized a loss of $136,951.
Avalon Imaging, Inc.
- --------------------
In October 1999, the company agreed to sell its assets. The Partnership
received no proceeds and realized a loss of $90,071.
Biex, Inc.
- ----------
In March 1999, the Partnership purchased 132,743 Series F Preferred shares
for $345,132. In May 1999, the Partnership received a stock dividend of
18,786 Preferred shares with a fair value of $20,253. In October 1999, the
Partnership exercised a warrant and purchased 14,486 Series B Preferred
shares for $14,492. The company's failure to meet certain revenue targets
established in the Series F Preferred shares round had a dilutive impact on
the Partnership's expected return and, as a result, the Partnership
recorded a $898,903 decrease in fair value at December 31, 1999.
CV Therapeutics, Inc.
- ---------------------
In 1999, the Partnership sold a total of 28,827 common shares for proceeds
of $505,295 and realized a loss of $71,245.
Endocardial Solutions, Inc.
- ---------------------------
In March 1999, the Partnership sold its entire investment in the company
for proceeds of $50,246 and realized a loss of $30,464.
Inhale Therapeutic Systems, Inc.
- --------------------------------
In December 1999, the Partnership purchased 2,442 common shares on the open
market for $92,446.
KOR Electronics, Inc.
- ---------------------
In March 1999, the Partnership recorded a $423,896 decrease in the fair
value of its investment based upon the operating status of the company.
NetChannel, Inc.
- ----------------
In 1999, the Partnership received the total escrowed proceeds of $74,761
related to the company's sale to America Online in May 1998.
SalesLogix Corporation
- ----------------------
In December 1999, the Partnership sold its entire investment in the company
for proceeds of $799,008 and realized a gain of $144,746.
Sanarus Medical, Inc.
- ---------------------
In November 1999, the Partnership purchased 33,333 Series A Preferred
shares for $50,000.
Splash Technology Holdings, Inc.
- --------------------------------
In December 1999, the Partnership sold its entire investment in the company
for total proceeds of $45,469 and realized a loss of $153,343.
Triangle Biomedical Sciences, Inc. (formerly Naiad Technologies, Inc.)
- ---------------------------------------------------------------------
In August 1999, Naiad Technologies, Inc. was acquired by Triangle
Biomedical Sciences, Inc., a privately held company. The Partnership
received 366 Triangle common shares and a warrant for 366 Triangle common
shares and realized a loss of $299,588 on the sale.
UroGen Corp.
- ------------
In April 1999, the Partnership issued a $50,000 convertible note to the
company. In June 1999, this note together with previously issued notes and
accrued interest thereon totaling $320,242 were converted to 438,366 common
shares.
Women.com Networks, Inc.
- ------------------------
In May 1999, the Partnership purchased 8,666 Series E Preferred shares for
$86,660. In October 1999, the company completed an initial public offering
priced at $10 per common share and the Partnership's Preferred shares were
converted into 148,696 common shares.
WorldRes, Inc.
- --------------
In March 1999, the Partnership made an additional investment in the company
by purchasing 27,273 Series D Preferred shares for $165,002. In November
1999, the company completed an additional round of financing in which the
Partnership did not participate. The pricing of these rounds, in which
third parties participated, indicated a $1,240,774 increase in the fair
value of the Partnership's investment in Preferred shares and warrants at
December 31, 1999.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership made an additional investment of $15,000 in venture capital
limited partnerships during the year ended December 31, 1999. The
Partnership received cash distributions totaling $229,626 from El Dorado
Ventures III, L.P. and Medical Science Partners, L.P. The Partnership
received stock distributions of Pilot Network Services, Inc., Rogue Wave
Software, Inc., Efficient Networks, Inc. and SalesLogix Corporation, with
fair values totaling $856,475. Distributions totaling $982,946 were
recorded as realized gains and distributions totaling $103,155 were
recorded as returns of capital.
The Partnership recorded a $281,955 net decrease in fair value as a result
of a decrease in the fair value of the underlying investments caused by
distributions received from such 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 Thermatrix Inc., UroGen Corp. and Women.com Networks, Inc.
shares are restricted.
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,
----------------------------------
1999 1998 1997
------ ------ ------
Increase (decrease) in fair value
from cost of marketable equity
securities $ 634,997 (236,965) (743,583)
Increase in fair value from cost
of non-marketable equity
securities 2,869,408 3,336,292 2,484,603
--------- --------- ----------
Net unrealized fair value increase
from cost at end of year 3,504,405 3,099,327 1,741,020
Net unrealized fair value increase
from cost at beginning of year 3,099,327 1,741,020 17,004,881
--------- --------- ----------
Change in net unrealized fair
value of equity investments $ 405,078 1,358,307 (15,263,861)
========= ========= ==========
6. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
1999 1998
------ ------
Balance, beginning of year $202,777 4,501
Secured notes receivable issued 203,825 16,598
Unsecured notes receivable issued -- 198,844
Repayments of notes receivable (198,844) (16,598)
Increase (decrease) in accrued interest 13,549 (568)
------- -------
Balance, end of year $221,307 202,777
======= =======
The interest rate on notes receivable at December 31, 1999 ranged from 8.5%
to 16%.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 1999 and 1998, consisted of:
1999 1998
------ ------
Demand accounts $151,868 30,009
Money-market and brokerage accounts 525,417 1,158,909
------- ---------
Total $677,285 1,188,918
======= =========
8. Distributions
-------------
In 1998, the Managing General Partners declared a distribution for Unit
holders as of July 2, 1998 totaling $2,370,130 (payable to each partner
based on their proportionate share of partner capital including unrealized
gains and losses), of which $613,245 and $1,386,755 ($3.47 per unit) was
paid to the General Partners and Limited Partners, respectively, in 1998.
The remaining $370,130 ($0.93 per Unit) was paid to the Limited Partners in
1999.
In 1997, the Managing General Partners declared a distribution for Unit
holders as of September 30, 1997 totaling $4,000,000, of which $455,429 was
paid to the General Partners in 1997 and $3,544,571 ($8.86 per Unit) was
paid to the Limited Partners in 1998.
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. As they do not represent current outstanding balances, these
unfunded commitments are properly not recognized in the financial
statements. At December 31, 1999, unfunded investment commitments to
portfolio companies and venture capital limited partnerships totaled
$626,150.
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.
10. Subsequent Events
-----------------
Subsequent to December 31, 1999, the Partnership sold it entire position in
six publicly traded portfolio companies for proceeds totaling $4,494,397
and a realized gain of $3,359,361. The following table discloses details
of the transactions:
Additional
12/31/99 Sale Value Realized
Company Fair Value Proceeds Realized Gain
- ----------- ---------- -------- ---------- --------
CV Therapeutics, Inc. $ 223,095 239,382 16,287 130,602
Efficient Networks, Inc. 64,487 109,365 44,878 34,111
Inhale Therapeutic
Systems, Inc. 1,335,031 3,450,754 2,115,723 2,840,756
Medarex, Inc. (a) 204,754 26,379 26,379
Pharmos Corporation 122,170 191,382 69,212 146,134
Pilot Network Services,
Inc. 166,258 298,760 132,502 181,379
--------- --------- --------- ---------
Total $1,911,041 4,494,397 2,404,981 3,359,361
========= ========= ========= =========
(a) Subsequent to December 31, 1999, the Partnership received Medarex, Inc.
common shares from Newtek Ventures II with a fair value of $178,375.
Significant changes in the fair value of the Partnership's investments
subsequent to December 31, 1999 are:
Increase
(Decrease)
12/31/99 03/20/00 in
Company Fair Value Fair Value Fair Value
- ----------- ---------- ---------- ----------
Endocare, Inc. $ 403,036 946,707 543,671
Physiometrix, Inc. 893,610 5,314,273 4,420,663
Thermatrix Inc. 1,048,220 1,437,230 389,010
Urogen Corp. 246,461 5,989,815 5,743,354
Women.com Networks, Inc. 1,611,493 1,129,160 (482,333)
--------- ---------- ----------
Total $4,202,820 14,817,185 10,614,365
========= ========== ==========
The March 20, 2000 fair value is based on the closing price of the
portfolio company's publicly traded common shares on that date with an
illiquidity discount for selling restrictions where applicable.
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 IV,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
Managing General Partner
Date: March 29, 2000 By: /s/Michael Brenner
----------------------------------
Michael Brenner
Vice President
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 29, 2000
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial Officer,
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
The above represents the Board of Directors of Technology Funding Inc. and
the General Partners of Technology Funding Ltd.