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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, 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
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Commission File No. 814-55
TECHNOLOGY FUNDING VENTURE PARTNERS IV, AN AGGRESSIVE GROWTH FUND, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE 94-3054600
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(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
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(Address of principal executive offices) (Zip Code)
(650) 345-2200
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark 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 Registrant's
Proxy Statement relating to the Registrant's Meeting of Limited
Partners held on December 8, 2000 are incorporated by reference into
Part III of this Form 10-K where indicated.
Forward-Looking Statements
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The Private Securities Litigation Reform Act of 1995 (the Act) provides
a safe harbor for forward-looking statements made by or on behalf of
the Partnership. The Partnership and its representatives may from time
to time make written or oral statements that are "forward-looking",
including statements contained in this report and other filings with
the Securities and Exchange Commission, and reports to the Partnership's
shareholders and news releases. All statements that express
expectations, estimates, forecasts and projections are forward-looking
statements within the meaning of the Act. In addition, other written
or oral statements which constitute forward-looking statements may be
made by or on behalf of the Partnership. Words such as "expects",
"anticipates", "intends", "plans", "believes", "seeks", "estimates",
"projects", "forecasts", "may", "should", variations of such words and
similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions which are
difficult to predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in or suggested
by such forward-looking statements. The Partnership undertakes no
obligation to update publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
PART I
Item 1. BUSINESS
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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.
For the period from December 5, 1986, through November 14, 1988,
the Partnership was inactive. The Partnership filed a
registration statement with the Securities and Exchange
Commission on November 14, 1988, and commenced selling units of
limited partnership interest (Units) in January 1989. On
February 16, 1989, the minimum number of Units required to
commence Partnership operations (15,000) had been sold. The
offering terminated with 400,000 Units sold on September 14,
1990. The Partnership's original contributed capital was
$40,034,891, consisting of $39,994,896 from Limited Partners for
400,000 units and $39,995 from the General Partners, Technology
Funding Ltd. (TFL) and Technology Funding Inc. (TFI). The
General Partners do not own any units.
The principal investment objectives of the Partnership are long-
term capital appreciation from venture capital investments in
new and developing companies and preservation of Limited Partner
capital through risk management and active involvement with such
companies (portfolio companies). The Partnership's investments
in portfolio companies primarily consist of equity securities
such as common and preferred shares, but also include debt
convertible into equity securities and warrants and options to
acquire equity securities. Although venture capital investments
offer the opportunity for significant gains, such investments
involve a high degree of business and financial risk that can
result in substantial losses. Among these are the risks
associated with investment in companies in an early stage of
development or with little or no operating history, companies
operating at a loss or with substantial variations in operating
results from period to period, and companies with the need for
substantial additional capital to support expansion or to
achieve or maintain a competitive position. Such companies may
face intense competition, including competition from companies
with greater financial resources, more extensive development,
manufacturing, marketing and service capabilities, and a larger
number of qualified managerial and technical personnel. There
is no ready market for many of the Partnership's investments.
The Partnership's investments in portfolio companies are
generally subject to restrictions on sale because they were
acquired from the issuer in private placement transactions or
because the Partnership is an affiliate of the issuer.
The Partnership has elected to be a business development company
under the Investment Company Act of 1940, as amended (the Act),
and operates as a nondiversified investment company as that term
is defined in the Act. 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
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The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
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In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu is seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities are alleged to have agreed to
purchase certain debt securities of the portfolio company from
Kanematsu. The Partnership and affiliated partnerships have
asserted counterclaims against Kanematsu. An arbitrator has
been selected and a hearing has been scheduled. The Partnership
intends to defend its position vigorously in this arbitration.
It is the Managing General Partners' belief that the Partnership
will ultimately prevail in this matter, although there can be no
assurance in this regard. Accordingly, the Partnership has not
accrued any liability associated with the arbitration
proceeding.
From time to time, the Partnership is subject to routine
litigation incidental to the business of the Partnership.
Although there can be no assurances as to the ultimate
disposition of these matters and the proceeding disclosed above,
it is the opinion of the Managing General Partners, based upon
the information available at this time, that the expected
outcome of these matters, individually or in the aggregate, will
not have a material adverse effect on the results of operations
and financial condition of the Partnership.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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A meeting of the Limited Partners of the Partnership was held on
December 8, 2000. At that meeting, the Limited Partners elected
three individual general partners to serve as members of the
Partnership's Management Committee each for a three-year term:
Donald W. Frommer II (393,873 Units voting for, 6,127 Units
voting against or abstaining), Amanda B. Innes (393,523 Units
voting for, 6,477 Units voting against or abstaining) and John
Patrick O'Grady, M.D. (393,604 Units voting for, 6,396 Units
voting against or abstaining). Two Managing General Partners
were also elected to serve as members of the Partnership's
Management Committee each for a three-year term: Technology
Funding Inc. (391,195 Units voting for, 8,805 voting against or
abstaining) and Technology Funding Limited (391,163 Units voting
for, 8,837 voting against or abstaining). The Limited Partners
also ratified the selection of Arthur Andersen LLP as
independent public accountants (385,023 Units voting for, 2,866
Units voting against and 12,111 Units abstaining.) In addition,
the Limited Partners approved: (1) an amendment to Article 2,
Section (m) of the Partnership Agreement so that the salary and
benefits of a controlling person of a Managing General Partner
directly involved in carrying out the business of the
Partnership are expenses of the Partnership (340,245 Units
voting for, 38,966 Units voting against and 20,789 Units
abstaining), (2) an amendment to Article 1.03 of the Partnership
Agreement to clarify that the Partnership's investment objective
is to maximize long-term capital appreciation for the Limited
Partners up to and including the final day of the Partnership's
operations prior to dissolution (377,949 Units voting for, 7,739
Units voting against and 14,312 Units abstaining), and (3) an
amendment to Article 5.04 of the Partnership Agreement to
clarify the Limited Partners' right to vote under the Investment
Company Act of 1940, as amended (375,962 Units voting for, 7,784
Units voting against and 16,254 Units abstaining.)
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
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MATTERS
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(a) There is no established public trading market for the
Units.
(b) At December 31, 2000 there were 7,857 record holders of
Units.
(c) The Registrant, being a partnership, does not pay
dividends. Cash distributions, however, may be made to
the partners pursuant to the Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
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For the Years Ended and As of December 31,
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2000 1999 1998 1997 1996
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Total investment income $ 803,943 46,467 119,497 148,931 99,272
Net investment loss (1,647,314) (1,176,106) (1,461,264) (1,320,606) (1,423,434)
Net realized gain from
venture capital limited
partnership investments 911,025 982,946 -- 524,939 255,239
Net realized gain (loss) from
sales of equity investments 6,687,582 (663,218) 178,402 7,699,981 989,034
Recoveries from investments
previously written off -- -- 3,650 -- --
Realized losses from
impairment write-downs (4,119,073) (2,615) (422,261) (3,768,897) (1,078,341)
(Decrease) increase in
unrealized appreciation
(depreciation):
Equity investments (1,875,962) 405,078 1,358,307 (15,263,861) (773,777)
Notes receivable (4,726,055) -- -- -- --
Net decrease in partners'
capital resulting from
operations (4,769,797) (453,915) (343,166) (12,128,444) (2,031,279)
Net decrease in partners'
capital resulting from
operations per Unit (1) (8.97) (0.57) (0.67) (24.28) (3.64)
Total assets 11,348,815 16,319,765 17,073,958 23,069,679 37,025,188
Distributions declared 1,314,295 -- 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 a description of the method of calculation of
net increase (decrease) in partners' capital from operations 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
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CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
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 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.
For the year ended December 31, 2000, net cash used by
operating activities totaled $2,358,587. The Partnership
paid management fees of $197,812 to the Managing General
Partners and reimbursed related parties for operating
expenses of $1,753,539 in 2000. In addition, $49,839 was
paid to the Individual General Partners as compensation for
their services. Other operating expenses of $434,773 were
paid, interest paid on short-term borrowings was $3,732 and
interest income of $81,108 was received.
For the year ended December 31, 2000, the Partnership funded
equity investments of $673,779, primarily to portfolio
companies in the medical/biotechnology and communications
industries, and issued notes receivable of $4,013,615
primarily to a portfolio company in the computer equipment,
systems and software industry. Proceeds from sales of equity
investments were $8,406,324 and repayments of notes
receivable provided cash of $8,482. The Partnership received
cash distributions from venture capital limited partnerships
totaling $350,819.
The Partnership paid a tax distribution of $1,314,295 to the
General Partners. Proceeds from short-term borrowings were
$1,100,000.
Cash and cash equivalents at December 31, 2000, were
$2,182,634, of which $1,100,000 was pledged as collateral for
short-term borrowings. The Partnership's short-term
borrowing of $1,100,000 accrues interest at a commercial
financial institution's prime rate, which was 9.5% at
December 31, 2000, and is due on March 31, 2001. As of
December 31, 2000, the Partnership was committed to fund
$600,000 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.
Results of Operations
- ---------------------
2000 compared to 1999
- ---------------------
Net decrease in partners' capital resulting from operations
was $4,769,797 in 2000 compared to $453,915 in 1999. The
change was primarily due to increased unrealized depreciation
on notes receivable investments, an increase in realized
losses from impairment write-downs on investments, decreased
unrealized appreciation on equity investments and increased
operating expenses, partially offset by an increase in net
realized gains from sales of equity investments and increased
interest income.
Unrealized depreciation on notes receivable investments was
$4,726,055 and $0 at December 31, 2000 and 1999,
respectively. During the year ended December 31, 2000, the
Partnership recorded unrealized depreciation on notes
receivable of $4,726,055 primarily related to loans made to
Sutmyn Storage Corporation, a portfolio company in the
computer equipment, systems and software industry. Based on
events at the portfolio company the Managing General Partners
believe the notes and accrued interest totaling $4,723,610
have a fair value of $0.
During 2000, the Partnership recorded realized losses from
impairment write-downs on investments of $4,119,073, which
represents the Partnership's total investments in Biex, Inc.
and Thermatrix Inc. Biex, Inc. suspended operations in
November 2000 after it was unable to obtain additional
funding. Thermatrix Inc.'s existing equity has no value
under the reorganization plan approved by the bankruptcy
court in December 2000. There were $2,615 in realized losses
from impairment write-downs in 1999.
Unrealized appreciation on equity investments was $1,628,443
and $3,504,405 at December 31, 2000 and 1999, respectively.
During 2000, the decrease in unrealized appreciation of
equity investments of $1,875,962 was primarily attributable
to a $9,142,813 decrease in fair value of equity investments
to reflect revisions to the valuation methodology as
discussed in Note 1 to the financial statements. Equity
investments sold during 2000 resulted in a $1,498,346
decrease in unrealized appreciation as the appreciation was
realized upon sale. The decrease was partially offset by
increases in portfolio companies in the medical/biotechnology
industry and the venture capital limited partnerships and a
$2,047,313 increase due to the write-down of Thermatrix Inc.
In 1999, the increase in unrealized appreciation 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.
Operating expenses were $2,203,620 and $1,012,056 for 2000
and 1999, respectively. In the second quarter of 2000, the
Managing General Partners billed the Partnership an
additional $170,464 for investment management expenses
incurred by the General Partners in 1998 and 1999, but not
previously billed to the Partnership. In the fourth quarter
of 2000, the Managing General Partners billed the Partnership
an additional $658,486 for operating expenses relating to
prior years that had not been fully recovered as permitted by
the Partnership Agreement. If these expenses had been billed
in prior years, operating expenses for 2000 and 1999 would
have been $1,374,670 and $1,313,565, respectively. In
December 2000, the Limited Partners of the Partnership
approved an amendment to the Partnership Agreement so that
the salary and benefits of a controlling person of a Managing
General Partner directly involved in carrying out the
business of the Partnership are expenses of the Partnership.
This resulted in additional operating expenses in 2000 of
$58,052.
During 2000, net realized gain from sales of equity
investments of $6,687,582 primarily resulted from the sale of
Inhale Therapeutic Systems, Inc. and Physiometrix, Inc.
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.
In 2000, interest income of $803,943 was primarily the result
of interest earned on secured notes receivable and higher
cash balances. During 1999, interest income was $46,467.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future operations.
1999 compared to 1998
- ---------------------
Net decrease in partners' capital resulting from operations
was $453,915 in 1999 compared to $343,166 in 1998. The
change was primarily due to a decrease in the unrealized
appreciation on equity investments and an increase in net
realized losses from sales of equity investments, partially
offset by an increase in net realized gain from venture
capital limited partnership investments, a decrease in
realized losses from impairment write-downs on investments
and decreased operating expenses.
Unrealized appreciation on equity investments was $3,504,405
and $3,099,327 at December 31, 1999 and 1998, respectively.
During 1999, the increase in unrealized appreciation 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 unrealized appreciation 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
impairment write-downs on investments of $2,615. During
1998, the Partnership recorded realized losses from
impairment 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. In 2000, the Managing General Partners billed the
Partnership an additional $828,950 for investment management
expenses consisting of $301,509, $226,167 and $301,274 for
1999, 1998 and prior years, respectively, that were incurred
by the General Partners but not previously billed to the
Partnership. If the additional expense had been recorded in
prior years, total operating expenses would have been
$1,313,565 and $1,368,797 for 1999 and 1998, respectively.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- ------- ----------------------------------------------------------
The Partnership is subject to financial market risks,
including changes in interest rates with respect to its
investments in debt securities and interest bearing cash
equivalents as well as changes in marketable equity security
prices. The Partnership does not use derivative financial
instruments to mitigate any of these risks. The return on
the Partnership's investments is generally not affected by
foreign currency fluctuations.
The Partnership does not have a significant exposure to
modest public market price fluctuations as the Partnership
primarily invests in private business enterprises. However,
should significant changes in market equity prices occur,
there could be a longer-term effect on valuations of private
companies, which could affect the carrying value and the
amount and timing of gains realized on these investments.
Since there is typically no public market for the
Partnership's investments in private companies, the valuation
of the investments is subject to the estimate of the
Partnership's Managing General Partners. In the absence of a
readily ascertainable market value, the estimated value of
the Partnership's investments in private companies may differ
significantly from the values that would be placed on the
portfolio if a ready market existed. The Partnership's
portfolio also includes common stocks in publicly traded
companies. These investments are directly exposed to equity
price risk, in that a hypothetical ten percent change in
these equity prices would result in a similar percentage
change in the fair value of these securities. The
Partnership's investments also include some debt securities.
Since the debt securities are generally priced at a fixed
rate, changes in interest rates do not directly impact
interest income. The Partnership's debt securities are
generally held to maturity or converted into equity
securities of private companies.
Item 8. FINANCIAL STATEMENTS 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
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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. Reference is made to the
information regarding Individual General Partners and the
Managing General Partners in the Registrant's Proxy Statement
related to the Meeting of Limited Partners held on December
8, 2000, which information is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
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As a partnership, the Registrant has no officers or
directors. In 2000, the Partnership incurred $197,798 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, 2000. General Partner Overhead (as
defined in the Partnership Agreement) includes the General
Partners' share of rent, utilities, property taxes and the
cost of capital equipment and the general and administrative
expenses paid by the Managing General Partners in performing
their obligations to the Partnership. As compensation for
their services, the Individual General Partners each receive
$10,000 annually, plus $1,000 and related expenses for each
meeting of the Management Committee and committees thereof.
In 2000, $49,839 of such fees and expenses 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:
Report of Independent Public Accountants as of and
for the year ended December 31, 2000
Independent Auditors' Report as of December 31,
1999 and for the years ended December 31, 1999
and 1998
Balance Sheets as of December 31, 2000
and 1999
Statements of Investments as of
December 31, 2000 and 1999
Statements of Operations for the years
ended December 31, 2000, 1999 and 1998
Statements of Partners' Capital for the years
ended December 31, 2000, 1999 and 1998
Statements of Cash Flows for the years
ended December 31, 2000, 1999 and 1998
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
None
(b) Reports on Form 8-K
A report on Form 8-K was filed by the Registrant on
November 13, 2000, to report the appointment of Arthur
Andersen LLP as the Partnership's independent public
accountants. No financial statements were filed.
(c) Financial Data Schedule for the year ended and as of
December 31, 2000 (Exhibit 27).
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------
To the Partners of
Technology Funding Venture Partners IV,
an Aggressive Growth Fund, L.P.:
We have audited the accompanying balance sheet of Technology
Funding Venture Partners IV, an Aggressive Growth Fund, L.P. (a
Delaware limited partnership) (the Fund), including the statement
of investments, as of December 31, 2000, and the related
statements of operations, partners' capital, and cash flows for
the year then ended. These financial statements are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included physical inspection of
securities owned as of December 31, 2000. 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 audit provides 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, 2000, and the results of its operations,
changes in partners' capital and its cash flows for the year then
ended in conformity with accounting principles generally accepted
in the United States.
Los Angeles, California /S/ARTHUR ANDERSEN LLP
March 16, 2001
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Technology Funding Venture Partners IV, An Aggressive Growth Fund,
L.P.:
We have audited the accompanying balance sheet of Technology
Funding Venture Partners IV, An Aggressive Growth Fund, L.P. (a
Delaware limited partnership), including the statement of
investments, as of December 31, 1999, and the related statements
of operations, partners' capital, and cash flows for each of the
years in the two-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 auditing standards
generally accepted in the United States of America. 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. 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 the results of its operations
and its cash flows for each of the years in the two-year period
ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America.
Albuquerque, New Mexico /S/KPMG LLP
March 29, 2000
BALANCE SHEETS
- --------------
December 31,
------------------------
2000 1999
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$7,314,452 and $11,915,314 for
2000 and 1999, respectively) $ 8,942,895 15,419,719
Notes receivable, net (cost basis
of $4,946,307 and $221,307 for
2000 and 1999, respectively) 220,252 221,307
---------- ----------
Total investments 9,163,147 15,641,026
Cash and cash equivalents 2,182,634 677,285
Other assets 3,034 1,454
---------- ----------
Total assets $11,348,815 16,319,765
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 78,885 54,345
Due to related parties 61,897 68,554
Short-term borrowings 1,100,000 --
Other liabilities 5,048 9,789
---------- ----------
Total liabilities 1,245,830 132,688
Commitments and contingencies
Partners' capital
(400,000 Limited Partner Units
outstanding) 10,102,985 16,187,077
---------- ----------
Total liabilities and
partners' capital $11,348,815 16,319,765
========== ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2000 December 31, 1999
Industry Shares at ----------------- -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2000 Basis Value Basis Value
- ------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Communication
- -------------
1.0% and 10.4% at December 31, 2000 and 1999, respectively
- ----------------------------------------------------------
Efficient Common
Networks, Inc. shares 2000 4,516 $ 414,018 64,353 75,254 64,487
VOIS, Inc. Other 1999-
investment 2000 $7,966 7,966 0 2,766 0
Women.com Common 1996-
Networks, Inc.(a) shares 2000 185,014 411,165 40,481 518,955 1,611,493
---------- --------- ---------- ---------
833,149 104,834 596,975 1,675,980
---------- --------- ---------- ---------
Computer Equipment, Systems and Software
- ----------------------------------------
0.0% and 1.5% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Ascent Logic Preferred
Corporation (a) shares 1992 106,383 99,000 3,723 99,000 37,234
Ascent Logic Common
Corporation (a) shares 1997 36,443 23,795 1,276 23,795 12,755
Pilot Network Common
Services, Inc. shares 1999 -- -- -- 117,381 166,258
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Reflection Common share
Technology, warrant
Inc. (a) at $0.50;
expiring
2001 1996 359,750 0 0 0 0
Splash Technology Escrowed
Holdings, Inc. sales
proceeds 1997 -- -- -- 0 20,000
---------- --------- ---------- ---------
122,795 4,999 240,176 236,247
---------- --------- ---------- ---------
Environmental
- -------------
9.8% and 26.9% at December 31, 2000 and 1999, respectively
- ----------------------------------------------------------
SunPower Preferred 1990-
Corporation (a) shares 1994 1,013,637 1,179,051 988,296 1,179,051 3,294,320
Thermatrix Inc. Common
(b) shares 1996 -- -- -- 3,095,533 1,048,220
Triangle
Biomedical Common
Sciences, Inc.(a) shares 1999 366 10,248 3,587 10,248 10,248
Triangle Common share
Biomedical warrant
Sciences, Inc.(a) at $28.00;
expiring
2009 1999 366 366 128 366 366
---------- --------- ---------- ---------
1,189,665 992,011 4,285,198 4,353,154
---------- --------- ---------- ---------
Information Technology
- ----------------------
1.9% and 11.6% at December 31, 2000 and 1999, respectively
- ----------------------------------------------------------
WorldRes, Inc. Preferred 1997-
(a) (b) shares 1999 155,918 619,687 187,102 619,687 1,811,766
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
WorldRes, Inc. Preferred
(a) (b) share
warrants
at $3.70-
$4.63;
expiring 1997-
2002-2003 1998 9,721 82 0 82 70,071
---------- --------- ---------- ---------
619,769 187,102 619,769 1,881,837
---------- --------- ---------- ---------
Medical/Biotechnology
- ---------------------
60.8% and 34.7% at December 31, 2000 and 1999, respectively
- -----------------------------------------------------------
Adesso Healthcare
Technology
Services, Inc.
(formerly ADESSO
Specialty
Services
Organization Preferred 1997-
Inc.)(a) (b) shares 2000 131,265 1,205,257 0 999,995 999,995
Adesso Healthcare
Technology
Services, Inc.
(formerly ADESSO
Specialty
Services
Organization Convertible
Inc.)(a) (b) note (2) 2000 $272,228 272,228 204,171 -- --
Biex, Inc. (a) (b) Preferred 1993-
shares 1999 -- -- -- 1,023,540 1,023,540
Biex, Inc. (a) (b) Preferred
share
warrants
at $2.50;
expiring 1998-
2003 1999 -- -- -- 0 0
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
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 -- -- -- 108,780 223,095
Endocare, Inc. (b) Common 1996-
shares 2000 49,764 163,874 317,246 152,624 383,067
Endocare, Inc. (b) Common
share
warrant
at $3.00;
exercised 1996 -- -- -- 0 19,969
2000
Genstar
Therapeutic Common
Corporation (b) share 1999 438,366 320,242 2,137,034 320,242 219,183
Genstar Common
Therapeutic share
Corporation (b) warrants at
$0.30-$0.74;
expiring 1998-
2005-2006 1999 291,667 0 1,350,627 0 27,278
Inhale Therapeutic Common 1995-
Systems, Inc. shares 1999 -- -- -- 609,998 1,335,031
Intella
Interventional Common
Systems, Inc. (a) shares 1993 584 0 0 0 0
Intella
Interventional Preferred
Systems, Inc. (a) shares 1993 -- -- -- 0 0
Molecular
Geriatrics Common
Corporation (a) shares 1993 23,585 125,000 16,510 125,000 47,170
Periodontix, Preferred
Inc. (a) shares 1998 106,122 259,999 39,000 259,999 238,775
Peridontix, Convertible
Inc. (a) note (2) 1999 $37,000 42,134 6,320 39,166 39,166
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Periodontix, Common
Inc. (a) share
warrant
at $2.25;
expiring 1999-
2004-2006 2000 6,167 0 0 0 0
Pharmos Common
Corporation shares 1995 -- -- -- 45,248 122,170
Physiometrix, Common
Inc. shares 1996 126,791 53,793 2,020,732 490,025 893,610
Sanarus
Medical, Preferred 1999-
Inc. (a) (b) shares 2000 106,666 160,000 48,000 50,000 50,000
---------- --------- ---------- ---------
2,602,527 6,139,640 4,224,617 5,622,049
---------- --------- ---------- ---------
Microelectronics
- ----------------
0.0% and 2.6% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
KOR Electronics, Preferred 1989-
Inc. (a) shares 1995 3,571,024 1,130,390 0 1,130,390 423,897
---------- --------- ---------- ---------
1,130,390 0 1,130,390 423,897
---------- --------- ---------- ---------
Retail/Consumer Products
- ------------------------
0.0% and 0.0% at December 31, 2000 and 1999, respectively
- ---------------------------------------------------------
Yes! Entertainment Common
Corporation shares 1995 -- -- -- 0 6,000
---------- --------- ---------- ---------
-- -- 0 6,000
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
15.0% and 7.5% at December 31, 2000 and 1999, respectively
- ----------------------------------------------------------
El Dorado Ltd.
Ventures III, L.P.Partnership
(a) interests various $250,000 212,460 376,039 212,460 568,922
Medical Science Ltd.
Partners, L.P. Partnership
(a) interests various $500,000 187,246 135,900 215,428 195,121
Newtek Ltd.
Ventures II, L.P. Partnership
(a) interests various $859,914 330,328 725,437 304,178 288,253
Onset Enterprises Ltd.
Associates, L.P. Partnership
(a) interests various $500,000 45,000 84,840 45,000 85,315
Utah Ventures Ltd.
Limited Partnership
Partnership (a) interests various $250,000 41,123 192,093 41,123 82,944
---------- --------- ---------- ----------
816,157 1,514,309 818,189 1,220,555
---------- --------- ---------- ----------
Total equity investments - 88.5% and 95.2% at
December 31, 2000 and 1999, respectively 7,314,452 8,942,895 11,915,314 15,419,719
---------- --------- ---------- ----------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $12,010 12,225 9,780 20,824 20,824
SunPower Secured
Corporation note, 8-12%, 1999-
due 2001 2000 $196,948 210,472 210,472 200,483 200,483
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Sutmyn Secured
Storage note, 50%,
Corporation due on
demand 2000 $4,000,000 4,723,610 0 -- --
---------- --------- ---------- ----------
Total notes receivable - 2.2% and 1.4% at
December 31, 2000 and 1999, respectively 4,946,307 220,252 221,307 221,307
---------- --------- ---------- ----------
Total investments - 90.7% and 96.6% at
December 31, 2000 and 1999, respectively $12,260,759 9,163,147 12,136,621 15,641,026
========== ========= ========== ==========
Legends and footnotes:
- -- No investment held at end of period.
0 Investment active with a cost basis 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 12/31/00 and 12/31/99.
(2) The Partnership has no income-producing equity investments except for convertible notes
which include accrued interest. Interest rates on such notes are 9.5-12%.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
-----------------------------------
2000 1999 1998
------ ------ ------
Investment income:
Notes receivable
interest $ 738,987 34,189 14,139
Short-term investment
interest 64,956 12,278 105,358
--------- --------- ---------
Total investment
income 803,943 46,467 119,497
Costs and expenses:
Management fees 197,798 165,123 206,009
Individual General
Partners' compensation 49,839 45,394 38,731
Operating expenses:
Investment operations 1,230,263 198,679 320,893
Administrative and
investor services 668,059 583,753 710,741
Computer services 129,981 133,305 207,921
Professional fees 171,585 87,699 96,466
Interest expense 3,732 8,620 --
--------- -------- ---------
Total operating
expenses 2,203,620 1,012,056 1,336,021
--------- --------- ---------
Total costs and
expenses 2,451,257 1,222,573 1,580,761
--------- --------- ---------
Net investment loss (1,647,314) (1,176,106) (1,461,264)
--------- --------- ---------
Net realized gain from
investments in venture
capital limited
partnerships 911,025 982,946 --
Net realized gain (loss)
from sales of equity
investments 6,687,582 (663,218) 178,402
Recoveries from
investments previously
written off -- -- 3,650
Realized losses from
impairment write-downs (4,119,073) (2,615) (422,261)
--------- --------- ---------
Net realized income (loss) 3,479,534 317,113 (240,209)
--------- --------- ---------
(Decrease) increase in
unrealized appreciation
(depreciation):
Equity investments (1,875,962) 405,078 1,358,307
Notes receivable (4,726,055) -- --
--------- --------- ---------
Net (decrease) increase in
unrealized appreciation
(depreciation) (6,602,017) 405,078 1,358,307
--------- --------- ---------
Net decrease in partners'
capital resulting from
operations $(4,769,797) (453,915) (343,166)
========= ========= =========
Net decrease in partners'
capital resulting from
operations per Unit $ (8.97) (0.57) (0.67)
========= ========= =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2000, 1999 and 1998:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 1998 $18,168,309 1,185,979 19,354,288
Net investment loss (1,169,012) (292,252) (1,461,264)
Net realized loss (192,167) (48,042) (240,209)
Net increase in unrealized
appreciation 1,094,742 263,565 1,358,307
Distributions (1,756,885) (613,245) (2,370,130)
--------- --------- ----------
Partners' capital,
December 31, 1998 16,144,987 496,005 16,640,992
Net investment loss (940,880) (235,226) (1,176,106)
Net realized income (loss) 440,453 (123,340) 317,113
Net increase in unrealized
appreciation 270,488 134,590 405,078
---------- --------- ----------
Partners' capital,
December 31, 1999 15,915,048 272,029 16,187,077
Net investment loss (1,317,851) (329,463) (1,647,314)
Net realized income 2,956,722 522,812 3,479,534
Net decrease in unrealized
appreciation (depreciation) (5,225,414) (1,376,603) (6,602,017)
Distributions -- (1,314,295) (1,314,295)
---------- --------- ----------
Partners' capital,
December 31, 2000 $12,328,505 (2,225,520) 10,102,985
========== ========= ==========
The accompanying notes are an integral part of these financial
statements.
PAGE>
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
---------------------------------
2000 1999 1998
-------- -------- --------
Cash flows from operating
activities:
Interest received $ 81,108 17,727 105,474
Cash paid to vendors (434,773) (346,109) (196,818)
Cash paid to related parties (2,001,190) (764,496) (1,516,777)
Interest paid on short-term
borrowings (3,732) (8,620) --
--------- --------- ---------
Net cash used by
operating activities (2,358,587) (1,101,498) (1,608,121)
--------- --------- ---------
Cash flows from investing
activities:
Notes receivable issued (4,013,615) (203,825) (215,442)
Purchase of equity investments (673,779) (858,572) (1,085,068)
Repayment of notes receivable 8,482 198,844 204,848
Recoveries from investments
previously written off -- -- 3,650
Proceeds from sales of
equity investments 8,406,324 1,593,922 612,545
Distributions from venture
capital limited partnership
investments 350,819 229,626 --
--------- --------- ---------
Net cash provided (used)
by investing activities 4,078,231 959,995 (479,467)
--------- --------- ---------
Cash flows from financing
activities:
Distributions to partners (1,314,295) (370,130) (5,544,571)
Proceeds from short-term
borrowings 1,100,000 -- --
--------- --------- ---------
Net cash used by
financing activities (214,295) (370,130) (5,544,571)
--------- --------- ---------
Net increase (decrease)
in cash and cash equivalents 1,505,349 (511,633) (7,632,159)
Cash and cash equivalents
at beginning of year 677,285 1,188,918 8,821,077
--------- --------- ---------
Cash and cash equivalents
at end of year $ 2,182,634 677,285 1,188,918
========= ========= =========
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
---------------------------------
2000 1999 1998
-------- -------- --------
Reconciliation of net decrease
in partners' capital resulting
from operations to net cash
used by operating activities:
Net decrease in partners'
capital resulting from
operations $(4,769,797) (453,915) (343,166)
Adjustments to reconcile net
decrease in partners'
capital resulting from
operations to net cash used
by operating activities:
Net realized gain from
venture capital limited
partnership investments (911,025) (982,946) --
Net realized (gain) loss from
sales of equity investments (6,687,582) 663,218 (178,402)
Realized loss from
impairment write-downs 4,119,073 2,615 422,261
Recoveries from
investments previously
written off -- -- (3,650)
Net decrease (increase) in
unrealized appreciation
(depreciation):
Equity investments 1,875,962 (405,078) (1,358,307)
Notes receivable 4,726,055 -- --
Changes in:
Accrued interest on notes
receivable (722,835) (28,740) (14,023)
Accounts payable and
accrued expenses 24,540 5,423 1,123
Due to/from related parties (6,657) 98,325 (149,056)
Other, net (6,321) (400) 15,099
--------- --------- ---------
Net cash used by
operating activities $(2,358,587) (1,101,498) (1,608,121)
========= ========= =========
Non-cash financing
activities:
Distributions payable
to Limited Partners $ -- -- 370,130
========= ========== =========
The accompanying notes are an integral part of these financial
statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Venture Partners 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 treated as a
business development company under the Investment Company Act of
1940, as amended (the Act), and operates as a nondiversified
investment company as 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 Individual General
Partners and a representative from each of the Managing General
Partners constitute the Management Committee, which is responsible
for the management and administration of the Partnership.
For the period from December 5, 1986, through November 14, 1988, the
Partnership was inactive. 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
original contributed capital was $40,034,891, consisting of
$39,994,896 from Limited Partners for 400,000 units and $39,995 from
General Partners. The General Partners do not own any units. The
Partnership's term was extended for a two-year period to December
31, 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 accompanying financial statements have been prepared on the
accrual basis of accounting. The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
income and expenses during the reporting period. Actual results
could differ from those estimates. Significant estimates include
the estimate of fair value of investments, liabilities and
contingencies. Because of the inherent uncertainty of valuation,
the estimated fair value of investments may differ significantly
from the values that would have been used had a ready market for
investments existed, and the differences could be material.
Reclassifications
- -----------------
Certain reclassifications have been made to prior-year balances to
conform to the current year presentation.
Investments
- -----------
Investments are carried at fair value.
Equity Investments
------------------
The Management Committee has the authority to establish valuation
procedures and periodically apply such procedures to the
Partnership's investment portfolio. In fulfilling this
responsibility, the Managing General Partners under the direction of
the Management Committee 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. The
valuation procedures were revised and approved by the Management
Committee in the year ended December 31, 2000.
Unrestricted publicly traded securities are valued at the closing
sales price or bid price that is available on a national securities
exchange or over-the-counter market. Valuation discounts of 5% to
50% are applied to publicly traded securities subject to resale
restrictions resulting from Rule 144 or contractual lock-ups, such
as those commonly associated with underwriting agreements or
knowledge of material non-public information.
The fair value of all other investments is determined in good faith
by the Managing General Partners under the direction of the
Management Committee after consideration of available relevant
information. There is no ready market for the Partnership's
investments in private companies or unregistered securities of
public companies. Fair value is generally defined as the amount the
Partnership could reasonably expect to receive for an investment in
an orderly disposition based on a current sale. Significant factors
considered in the estimation of fair value include the inherent
illiquidity of and lack of marketability associated with venture
capital investments in private companies or unregistered securities,
the investee company's enterprise value established in the last
round of venture financing, changes in market conditions since the
last round of venture financing or since the last reporting period,
the value of a minority interest in the investee company,
contractual restrictions on resale typical of venture financing
instruments, the investee company's financial position and ability
to obtain any necessary additional financing, the investee company's
performance as compared to its business plan, and the investee
company's progress towards initial public offering. The values
determined for the Partnership's investments in these securities are
based upon available information at the time the good faith
valuations are made and do not necessarily represent the amount
which might ultimately be realized, which could be higher or lower
than the reported fair value.
At December 31, 2000 and December 31, 1999, the investment portfolio
included investments totaling $1,498,113 and $8,079,303,
respectively, whose fair values were established in good faith by
the Managing General Partners under the direction of the Management
Committee in the absence of readily ascertainable market values. In
addition, investments in publicly traded securities which have been
subjected to a discount for legal or contractual restrictions as
determined by the Management Committee amounted to $3,804,907 and
$2,123,501 at December 31, 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.
Venture capital limited partnership investments are valued based on
the fair value of the underlying investments. Limited partnership
distributions that are a return of capital reduce the cost basis of
the Partnership's investment. Distributions from limited
partnership cumulative earnings are reflected as realized gains by
the Partnership.
In the case of an other-than-temporary decline in value below cost
basis, an appropriate reduction in the cost basis is recognized as a
realized loss with the new cost basis being adjusted to equal the
fair value of the investment. Cost basis adjustments are reflected
as "Realized losses from impairment 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 fair value of notes receivable is determined in good faith by
the Managing General Partners under the direction of the Management
Committee. Fair value is generally defined as the amount the
Partnership could reasonably expect to receive for the notes and
accrued interest on the valuation date. The values determined for
the Partnership's notes receivable are based upon available
information at the time the good faith valuations are made and do
not necessarily represent the amount which might ultimately be
realized which could be higher or lower than the reported fair
value. When the Managing General Partners' assessment of fair value
indicates that future collectability of interest or principal is in
doubt, notes are placed on nonaccrual status.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested
in demand accounts and money market instruments and are stated at
cost plus accrued interest. The Partnership considers all money
market and short-term investments with an original maturity of three
months or less to be cash equivalents.
Net Increase (Decrease) in Partners' Capital Resulting from
- ------------------------------------------------------------
Operations Per Unit
- -------------------
Net increase (decrease) in partners' capital resulting from
operations per Unit is calculated by dividing the weighted average
number of Units outstanding of 400,000 for the years ended December
31, 2000, 1999 and 1998, into the total net increase (decrease) in
partners' capital resulting from operations 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.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States which may not
equate to tax accounting. The cost of investments on a tax basis at
December 31, 2000 and 1999, was $9,550,517 and $15,235,758,
respectively. At December 31, 2000 and 1999, gross unrealized
appreciation and depreciation on investments based on cost for
federal income tax purposes were as follows:
December 31, December 31,
2000 1999
------------ ------------
Unrealized appreciation $6,347,406 8,071,549
Unrealized depreciation (6,734,776) (7,666,281)
--------- ---------
Net unrealized (depreciation)
appreciation $ (387,370) 405,268
========= =========
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. Related party costs in 2000, 1999 and
1998 were as follows:
For the Years Ended December 31,
-------------------------------------
2000 1999 1998
------ ------ ------
Management fees $ 197,798 165,123 206,009
Individual General
Partners' compensation 49,839 45,394 38,731
Reimbursable operating
expenses:
Investment operations 1,220,960 189,534 300,503
Administrative and
investor services 395,955 329,465 614,557
Computer services 129,981 133,305 207,921
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 $12,935 and $12,949 and were included in due
to related parties at December 31, 2000 and 1999, respectively.
As compensation for their services, each of the Individual General
Partners receives $10,000 annually, plus $1,000 and related expenses
for each attended meeting of the Management Committee or committee
thereof. The three Individual General Partners each own twenty
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, 2000, there were
$48,962 of such reimbursable expenses due to related parties,
compared to $55,605 due to related parties at December 31, 1999.
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
relating to prior years. In 2000, the Managing General Partners
billed the Partnership an additional $828,950 for investment
management expenses consisting of $301,509, $226,167 and $301,274
for 1999, 1998 and prior years, respectively, that were incurred by
the General Partners but not previously billed to the Partnership.
Had the additional expenses been recorded in prior years, operating
expenses would have been $1,374,670, $1,313,565 and $1,368,797 for
2000, 1999 and 1998, respectively.
In December 2000, the Limited Partners of the Partnership approved
an amendment to the Partnership Agreement so that the salary and
benefits of a controlling person of a Managing General Partner
directly involved in carrying out the business of the Partnership
are expenses of the Partnership. This resulted in additional
operating expenses in 2000 of $58,052.
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. In 2000 and
1999, these costs totaled $64,018 and $35,612, respectively, and 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, 2000, the Partnership and
affiliated partnerships had an indirect interest in non-transferable
Physiometrix, Inc., Endocare, Inc. and Genstar Therapeutics
Corporation options with a fair market value of $215,564.
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 decrease in partners' capital resulting from
operations 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.
In no event are the Managing General Partners allocated less than 1%
of the net realized profit or loss of the Partnership.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners. See Note 1 - Investments.
Marketable Equity Securities
- ----------------------------
At December 31, 2000 and 1999, marketable equity securities had aggregate
costs of $878,976 and $3,361,363, respectively, and aggregate market values
of $2,125,566 and $3,996,360, respectively. The net unrealized gain at
December 31, 2000 and 1999, included gross gains of $1,966,939 and
$1,619,144, respectively.
Restricted Securities
- ---------------------
At December 31, 2000 and 1999, restricted securities had aggregate market
values of $6,817,329 and $11,423,359, respectively, representing 67.5% and
70.6%, respectively, of the net assets of the Partnership.
Significant purchases and sales of equity investments during 2000 are as
follows:
Adesso Healthcare Technology Services, Inc. (formerly ADESSO Specialty
- ----------------------------------------------------------------------
Services Organization, Inc.)
- ---------------------------
In March 2000, the Partnership purchased 12,218 Series E Preferred shares
for $205,262.
In December 2000, the Partnership funded a bridge loan in the amount of
$272,228 with an interest rate of 9.5% and a maturity date of January 12,
2002.
Biex, Inc.
- ----------
The company was unable to complete a round of financing in November 2000
and suspended operations and laid off all employees. As a result, the
Partnership recorded a realized loss from impairment write-downs on
investments of $1,023,540, its entire investment in the company. As of
January 2001, an offer to purchase the company was being negotiated;
however, proceeds from the sale were expected to satisfy only a majority of
the company's creditors with nothing remaining for equity investors.
CV Therapeutics, Inc.
- ---------------------
In January 2000, the Partnership sold its entire investment in the company
for proceeds of $239,383 and realized a gain of $130,603.
Efficient Networks, Inc.
- ------------------------
In February 2000, the Partnership sold 951 shares in the company for
proceeds of $109,365 and realized a gain of $34,111.
Genstar Therapeutics Corporation
- --------------------------------
In March 2000, the company changed its name from UroGen Corp. to Genstar
Therapeutics Corporation.
Subsequent to December 31, 2000, the fair value of the Partnership's
investment in the company decreased by $2,102,495 as a result of a decrease
in the publicly traded market price on March 16, 2001.
Inhale Therapeutic Systems, Inc.
- --------------------------------
In March 2000, the Partnership sold its entire investment in the company
for proceeds of $3,450,754 and realized a gain of $2,840,756.
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 July 2000, the Partnership sold 144,000 common shares in the company for
proceeds of $3,851,872 and realized a gain of $3,415,640.
In July 2000, an officer of the Managing General Partners exercised options
for 1,875 common shares which were immediately sold. (See Note 2.) The
Partnership's proportionate share of the realized gain was $11,192.
Subsequent to December 31, 2000, the fair value of the Partnership's
investment in the company decreased by $1,022,253 as a result of a decrease
in the publicly traded market price on March 16, 2001.
Pilot Network Services, Inc.
- ----------------------------
In February 2000, the Partnership sold its entire investment in the company
for proceeds of $298,760 and realized a gain of $181,379.
Sanarus Medical, Inc.
- ---------------------
In February 2000, the Partnership purchased an additional 73,333 Series A
Preferred shares for $110,000.
Thermatrix Inc.
- ---------------
The common shares of the company have no value under the reorganization
plan approved by the bankruptcy court in December 2000. As a result, the
Partnership recorded a realized loss from impairment write-downs on
investments of $3,095,533, its entire investment in the company.
Women.Com Networks, Inc.
- ------------------------
In the fourth quarter of 2000, the Partnership purchased 81,143 common
shares for $39,684. The Partnership sold 44,825 common shares in December
2000 for proceeds of $5,276 and realized a loss of $142,198.
On February 5, 2001, iVillage and Women.com entered into an agreement to
join forces. IVillage will issue shares of its own stock valued at
$27,000,000 to Women.com shareholders. In addition, a major investor in
Women.com has agreed to invest $20,000,000 in the new company and will own
about 30% of iVillage.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership made an additional investment of $26,150 in venture capital
limited partnerships during the year ended December 31, 2000. The
Partnership received cash distributions totaling $350,819 from El Dorado
Ventures III, L.P., Medical Science Partners, L.P., Newtek Ventures II,
L.P. and Utah Ventures Limited Partnership. The Partnership received stock
distributions of Efficient Networks, Inc. and Medarex, Inc., with fair
values totaling $588,388. Distributions totaling $911,025 were recorded as
realized gains and distributions totaling $28,182 were recorded as returns
of capital.
The Partnership recorded a $295,786 increase in unrealized appreciation as
a result of a net increase in the fair value of the underlying investments
of the partnerships.
Other Equity Investments
- ------------------------
Other significant changes reflected above relate to market value
fluctuations for publicly traded portfolio companies or changes in the fair
value of private companies as determined in accordance with the policy
described in Note 1 to the financial statements.
5. Net Increase (Decrease) in Unrealized Appreciation of Equity
------------------------------------------------------------
Investments
-----------
In accordance with the accounting policy as stated in Note 1, the
Statements of Operations include a line item entitled "Net increase
(decrease) in unrealized appreciation (depreciation) of equity
investments." The table below discloses details of the changes:
For the Years Ended December 31,
----------------------------------
2000 1999 1998
------ ------ ------
Unrealized appreciation
(depreciation) from cost of
marketable equity securities $ 1,246,590 634,997 (236,965)
Unrealized appreciation from
cost of non-marketable equity
securities 381,853 2,869,408 3,336,292
--------- --------- ---------
Unrealized appreciation
from cost at end of year 1,628,443 3,504,405 3,099,327
Unrealized appreciation from
cost at beginning of year 3,504,405 3,099,327 1,741,020
--------- --------- ---------
Net (decrease) increase in
unrealized appreciation
of equity investments $(1,875,962) 405,078 1,358,307
========= ========= =========
6. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
2000 1999
------ ------
Balance, beginning of year $ 221,307 202,777
Notes receivable issued 4,013,615 203,825
Repayments of notes receivable (8,482) (198,844)
Increase in accrued interest 719,867 13,549
Net increase in unrealized
depreciation of notes receivable (4,726,055) --
--------- -------
Balance, end of year $ 220,252 221,307
========= =======
The interest rate on notes receivable at December 31, 2000, ranged from 8%
to 50%. All notes and accrued interest are due on demand.
During 2000, the Partnership issued notes receivable totaling $4,000,000 to
Sutmyn Storage Corporation, a portfolio company in the computer equipment
industry. In determining fair value, the Managing General Partners gave
consideration to deterioration in the company's performance during the
quarter ended September 30, 2000, as a result of business, technical,
financing and legal challenges, the company's financial position at
September 30, 2000 and its ability to obtain critical additional financing.
As a result, the Partnership recorded a $4,723,610 increase in unrealized
depreciation of notes and interest receivable. The note was placed on non-
accrual status on September 30, 2000; interest income through September 30,
2000, totaled $723,610. There has been no improvement in the company's
prospects and the Managing General Partners believe the fair value of the
notes and accrued interest continues to be zero at December 31, 2000.
Because of the inherent uncertainties involved in predicting the outcome of
the company's ability to obtain additional financing, the estimated fair
value at December 31, 2000 may differ significantly from a value that would
have been used had the outcome of the company's efforts been known, and the
difference could be material.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2000 and 1999, consisted of:
2000 1999
------ ------
Demand accounts $ 53,510 151,868
Money-market and brokerage accounts 1,029,124 525,417
Cash pledged as collateral for
short-term borrowings 1,100,000 --
--------- -------
Total $2,182,634 677,285
========= =======
8. Short-Term Borrowings
---------------------
In December 2000, the Partnership borrowed $1,100,000 from a commercial
financial institution. The note bears interest at the lenders' prime rate,
which was 9.5% at December 31, 2000. Payment of all accrued unpaid
interest is due monthly and all outstanding principal plus any remaining
accrued unpaid interest are due on March 31, 2001. The Partnership has
pledged $1,100,000 in cash as collateral for the note.
9. Distributions
-------------
In the second quarter of 2000, a tax distribution totaling $1,314,295 was
declared and paid to the General Partners.
10. Commitments and Contingencies
-----------------------------
The Partnership is a party to financial instruments with off-balance-sheet
risk in the normal course of its business. Generally, these instruments
are commitments for future equity fundings, venture capital limited
partnership investments, equipment financing commitments, or accounts
receivable lines of credit that are outstanding but not currently fully
utilized. As they do not represent current outstanding balances, these
unfunded commitments are properly not recognized in the financial
statements. At December 31, 2000, unfunded investment commitments to
portfolio companies totaled $600,000.
In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration proceeding
against the Partnership, two affiliated partnerships, and a fourth co-
investor. Kanematsu is seeking to recover $2,000,000, the purchase price
in a contract by which the Partnership and the other entities are alleged
to have agreed to purchase certain debt securities of the portfolio company
from Kanematsu. The Partnership and affiliated partnerships have asserted
counterclaims against Kanematsu. An arbitrator has been selected and a
hearing has been scheduled. The Partnership intends to defend its position
vigorously in this arbitration. It is the Managing General Partners'
belief that the Partnership will ultimately prevail in this matter,
although there can be no assurance in this regard. Accordingly, the
Partnership has not accrued any liability associated with the arbitration
proceeding.
From time to time, the Partnership is subject to routine litigation
incidental to the business of the Partnership. Although there can be no
assurances as to the ultimate disposition of these matters and the
proceeding disclosed above, it is the opinion of the Managing General
Partners, based upon the information available at this time, that the
expected outcome of these matters, individually or in the aggregate, will
not have a material adverse effect on the results of operations and
financial condition of the Partnership.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
Managing General Partner
Date: March 30, 2001 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K has been signed 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 30, 2001
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial Officer,
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
The above represents a majority of the Board of Directors of Technology
Funding Inc. and the General Partners of Technology Funding Ltd.