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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, 2001
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)
1035 Suncast Lane, Suite 122
Eldorado Hills, California 95762
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(916) 941-7550
--------------------------------------------------
(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 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.
PART I
Item 1. BUSINESS
- ------ --------
Technology Funding Venture Partners IV, An Aggressive Growth
Fund, L.P. (the Partnership or the Registrant) 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 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. At a special meeting on
September 7, 2001, the Limited Partners elected to extend the
term of the Partnership to December 31, 2002. On March 15,
2002, the Management Committee unanimously approved a one-year
extension of the Partnership to December 31, 2003.
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 was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed
to purchase certain debt securities of the portfolio company
from Kanematsu. The Partnership and affiliated partnerships
asserted counterclaims against Kanematsu. On February 12, 2002,
the Partnership, affiliated partnerships and the co-investor
were awarded $4,000,000 and all of Kanematsu's claims were
denied. The award is in full settlement of all claims and
counterclaims. Kanematsu has indicated that it will petition
for reconsideration and, if necessary, will appeal.
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
- ------ ---------------------------------------------------
A special meeting of the Limited Partners of the Partnership was
held on September 7, 2001. At that meeting, the Limited
Partners elected to extend the term of the Partnership to
December 31, 2002, and authorized the Partnership's Management
Committee to extend the Partnership for up to three one-year
additional terms. (366,903 Units voting for, 26,243 Units
voting against and 6,854 Units abstaining) No other matters
were voted on at this meeting.
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, 2001 there were 7,862 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
- ------ -----------------------
For the Years Ended and As of December 31,
---------------------------------------------------------------
2001 2000 1999 1998 1997
------ ------ ------ ------ ------
Total investment income $ 78,566 $ 803,943 $ 46,467 $ 119,497 $ 148,931
Net investment loss (1,488,740) (1,647,314) (1,176,106) (1,461,264) (1,320,606)
Net realized gain from
venture capital limited
partnership investments 295,343 911,025 982,946 -- 524,939
Net realized (loss) gain from
sales of equity investments (346,759) 6,687,582 (663,218) 178,402 7,699,981
Recoveries from investments
previously written off 47,540 -- -- 3,650 --
Realized losses from
impairment write-downs (1,615,883) (4,119,073) (2,615) (422,261) (3,768,897)
(Decrease) increase in
unrealized appreciation
(depreciation):
Equity investments (3,171,163) (1,875,962) 405,078 1,358,307 (15,263,861)
Notes receivable (158,807) (4,726,055) -- -- --
Net decrease in partners'
capital resulting from
operations (6,438,469) (4,769,797) (453,915) (343,166) (12,128,444)
Net decrease in partners'
capital resulting from
operations per Unit (1) (13.08) (8.97) (0.57) (0.67) (24.28)
Total assets 3,991,947 11,348,815 16,319,765 17,073,958 23,069,679
Distributions declared -- 1,314,295 -- 2,370,130 4,000,000
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 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
- ------ -------------------------------------------------
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, 2001, net cash used by
operating activities totaled $1,320,089. The Partnership paid
management fees of $78,077 to the Managing General Partners
and reimbursed related parties for operating expenses of
$579,939 in 2001. In addition, $72,339 was paid to the
Individual General Partners as compensation for their
services. Other operating expenses of $628,720 were paid,
interest paid on short-term borrowings was $24,842 and
interest income of $63,828 was received.
For the year ended December 31, 2001, the Partnership funded
equity investments of $108,000, primarily to portfolio
companies in the medical/biotechnology and environmental
industries, and issued notes receivable of $250,000 to a
portfolio company in the environmental industry. Proceeds
from sales of equity investments were $357,713 and repayments
of notes receivable provided cash of $197,281. The
Partnership received cash distributions from venture capital
limited partnerships totaling $4,888 and recovered $47,540
from an investment that had been previously written off. The
Partnership repaid $1,100,000 in short-term borrowings.
Cash and cash equivalents at December 31, 2001, were $11,967.
In January 2002, the Partnership borrowed $1,188,000 from a
financial institution and pledged it's shares in Endocare,
Inc. and Genstar Therapeutic Corporation as collateral. The
note bears interest at the London Interbank Offered Rate plus
1.5 percent, which is payable quarterly. The outstanding
principal and any remaining accrued interest are due December
30, 2004. Future proceeds from short-term borrowings,
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
- ---------------------
2001 compared to 2000
- ---------------------
Net decrease in partners' capital resulting from operations
was $6,438,469 in 2001 compared to $4,769,797 in 2000. The
change was primarily due to a decrease in net realized gains
from sales of equity investments, increased unrealized
depreciation on equity investments, decreased investment
income and a decrease in realized gain from venture capital
limited partnership investments, partially offset by decreased
unrealized depreciation on notes receivable, a decrease in
realized losses from impairment write-downs on investments and
decreased operating expenses.
Net realized loss from sales of equity investments totaled
$346,759 in 2001 and primarily related to the sale of
Efficient Networks, Inc. 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.
Unrealized depreciation on equity investments was $1,542,720
at December 31, 2001 as compared to unrealized appreciation of
$1,628,443 at December 31, 2000. During the year ended
December 31, 2001, the increase in net unrealized depreciation
on equity investments of $3,171,163 was primarily attributable
to decreases in the market prices of publicly-traded portfolio
companies in the medical/biotechnology industry, partially
offset by the write off of Adesso Healthcare Technology
Services, Inc. During 2000, the decrease in unrealized
appreciation of equity investments of $1,875,962 was primarily
attributable to the sale of equity investments resulting in a
$1,498,346 decrease in unrealized appreciation as the
appreciation was realized upon sale along with additional
decreases in the value of the Partnership's marketable equity
securities and the fair value of the partnership's investments
in restricted securities. 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.
During 2001, interest income was $78,566. In 2000, interest
income of $803,943 was primarily the result of interest earned
on secured notes receivable and higher cash balances.
During 2001, the Partnership recorded net realized gains from
venture capital limited partnership investments of $295,343 as
compared to gains of $911,025 during 2000. The gains
represented distributions from profits of venture capital
limited partnerships.
Unrealized depreciation on notes receivable investments was
$4,884,862 and $4,726,055 at December 31, 2001 and 2000,
respectively. During the year ended December 31, 2001, the net
increase in unrealized depreciation of notes receivable of
$158,807 was primarily attributable to a decrease in the fair
value of notes issued to Thermatrix Inc. 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.
During 2001, the Partnership recorded realized losses from
impairment write-downs on investments of $1,615,883, which
represents the Partnership's total investments in Adesso
Healthcare Technology Services, Inc. and Ascent Logic
Corporation. Adesso ceased operations in the third quarter of
2001 and Ascent has also ceased operations. During 2000, the
Partnership recorded realized losses from impairment write-
downs on investments of $4,119,073, which represents the
Partnership's total investment in Biex, Inc. and its existing
equity investment in Thermatrix Inc. Biex, Inc. suspended
operations in November 2000 after it was unable to obtain
additional funding.
Investment expenses were $1,567,306 and $2,451,257 for 2001
and 2000, 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,
investment expenses for 2000 would have been $1,622,307. The
decrease from 2000 to 2001 is primarily due to decreased
management fees and personnel costs, partially offset by
increased professional fees due to the Kanematsu arbitration
and increased interest expense.
Given the inherent risk associated with the business of the
Partnership, the future performance of the portfolio company
investments may significantly impact future 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
investment 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 investment in Biex, Inc.
and its existing equity investment in 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 the
sale of equity investments resulting in a $1,498,346 decrease
in unrealized appreciation as the appreciation was realized
upon sale along with additional decreases in the value of the
Partnership's marketable equity securities and the fair value
of the partnership's investments in restricted securities. 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.
Investment expenses were $2,451,257 and $1,222,573 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,
investment expenses for 2000 and 1999 would have been
$1,622,307 and $1,524,082, 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.
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
- ------ --------------------
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. 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
- ------- ----------------------
As a partnership, the Registrant has no officers or directors.
In 2001, the Partnership incurred $72,144 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. 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 2001, $72,339 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 percent 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 years ended December 31, 2001 and 2000
Independent Auditors' Report for the
year ended December 31, 1999
Balance Sheets as of December 31, 2001
and 2000
Statements of Investments as of
December 31, 2001 and 2000
Statements of Operations for the years
ended December 31, 2001, 2000 and 1999
Statements of Partners' Capital for the years
ended December 31, 2001, 2000 and 1999
Statements of Cash Flows for the years
ended December 31, 2001, 2000 and 1999
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
(1) On August 8, 2001, the Partnership filed its
Amended and Restated Limited Partnership Agreement
on Form 8-K.
(2) On September 27, 2001, the Partnership filed its
Amended and Restated Limited Partnership Agreement
on Form 8-K.
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 sheets of Technology Funding
Venture Partners IV, an Aggressive Growth Fund, L.P. (a Delaware
limited partnership) (the Fund), including the statements of
investments, as of December 31, 2001 and 2000, and the related
statements of operations, partners' capital, and cash flows for the
years 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 audits.
We conducted our audits 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, 2001 and
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 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, 2001 and 2000, and the results of its operations, changes
in partners' capital, and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States.
Los Angeles, California /S/ARTHUR ANDERSEN LLP
March 15, 2002
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P.:
We have audited the accompanying statements of operations, partners'
capital, and cash flows of Technology Funding Venture Partners IV, An
Aggressive Growth Fund, L.P. (a Delaware limited partnership) for the
year 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 audit.
We conducted our audit 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. 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 results of operations and cash
flows of Technology Funding Venture Partners IV, An Aggressive Growth
Fund, L.P. for the year 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,
------------------------
2001 2000
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$5,411,903 and $7,314,452 for
2001 and 2000, respectively) $3,869,183 $ 8,942,895
Notes receivable, net (cost basis
of $4,994,413 and $4,946,307 for
2001 and 2000, respectively) 109,551 220,252
--------- ----------
Total investments 3,978,734 9,163,147
Cash and cash equivalents 11,967 2,182,634
Other assets 1,246 3,034
--------- ----------
Total assets $3,991,947 $11,348,815
========= ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 89,601 $ 78,885
Due to related parties 237,830 61,897
Short-term borrowings -- 1,100,000
Other liabilities -- 5,048
--------- ----------
Total liabilities 327,431 1,245,830
Commitments and contingencies
Partners' capital
(400,000 Limited Partner Units
outstanding) 3,664,516 10,102,985
--------- ----------
Total liabilities and
partners' capital $3,991,947 $11,348,815
========= ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2001 December 31, 2000
Industry Shares at ----------------- -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2001 Basis Value Basis Value
- ------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Communication
- -------------
3.1% and 1.0% at December 31, 2001 and 2000, respectively
- ----------------------------------------------------------
Efficient Common
Networks, Inc. shares 2000 -- $ -- $ -- $ 414,018 $ 64,353
VOIS, Inc. Other 1999-
investment 2000 $10,911 10,911 -- 7,966 0
iVillage, Inc. Common 1996-
shares 2000 60,848 411,165 115,611 411,165 40,481
---------- --------- ---------- ---------
422,076 115,611 833,149 104,834
---------- --------- ---------- ---------
Computer Equipment, Systems and Software
- ----------------------------------------
0.0% and 0.0% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
Ascent Logic Preferred
Corporation (a) shares 1992 -- -- -- 99,000 3,723
Ascent Logic Common
Corporation (a) shares 1997 -- -- -- 23,795 1,276
- ---------- --------- ---------- ---------
-- -- 122,795 4,999
---------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Environmental
- -------------
28.4% and 9.8% at December 31, 2001 and 2000, respectively
- ----------------------------------------------------------
SunPower
Corporation Preferred 1990-
(a) (b) shares 1994 1,013,637 1,179,051 988,296 1,179,051 988,296
SunPower Common Share
Corporation warrant
(a) (b) at $.06;
expiring
2005 2000 469,455 0 0 0 0
SunPower
Corporation Convertible
(a) (b) note (2) 2001 $50,000 50,790 50,790 -- --
Triangle
Biomedical Common
Sciences, Inc.(a) shares 1999 366 10,248 1,025 10,248 3,587
Triangle Common share
Biomedical warrant
Sciences, Inc.(a) at $28.00;
expiring
2009 1999 366 366 37 366 128
---------- --------- ---------- ---------
1,240,455 1,040,148 1,189,665 992,011
---------- --------- ---------- ---------
Information Technology
- ----------------------
5.1% and 1.9% at December 31, 2001 and 2000, respectively
- ----------------------------------------------------------
WorldRes, Inc. Preferred 1997-
(a) (b) shares 1999 155,918 619,687 187,102 619,687 187,102
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
WorldRes, Inc. Preferred
(a) (b) share
warrants
at $3.70
expiring
2002 1997 2,280 82 0 82 0
---------- --------- ---------- ---------
619,769 187,102 619,769 187,102
---------- --------- ---------- ---------
Medical/Biotechnology
- ---------------------
46.4% and 60.8% at December 31, 2001 and 2000, respectively
- -----------------------------------------------------------
Adesso Healthcare
Technology
Services, Inc. Preferred 1997-
(a) (b) shares 2000 -- -- -- 1,205,257 0
Adesso Healthcare
Technology
Services, Inc. Convertible
(a) (b) note (2) 2000 -- -- -- 272,228 204,171
Endocare, Inc. Common 1996-
(b) (c) shares 2000 49,764 163,874 446,135 163,874 317,246
Genstar
Therapeutic
Corporation Common
(b) (c) share 1999 438,366 320,242 541,382 320,242 2,137,034
Genstar Common
Therapeutic share
Corporation (b) warrants at
$0.30-$0.74;
expiring 1998-
2005-2006 1999 291,667 0 288,959 0 1,350,627
Molecular
Geriatrics Common
Corporation (a) shares 1993 23,585 125,000 2,123 125,000 16,510
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Periodontix, Preferred
Inc. (a) shares 1998 106,122 259,999 0 259,999 39,000
Periodontix, Convertible
Inc. (a) note (2) 1999 $37,000 45,094 24,494 42,134 6,320
Physiometrix, Common
Inc. shares 1996 126,791 53,793 276,404 53,793 2,020,732
Sanarus
Medical, Preferred 1999-
Inc. (a) (b) shares 2001 138,531 215,000 119,766 160,000 48,000
Sanarus Preferred
Medical, share
Inc. (a) (b) warrants
at exercise
price TBD;
expiring
2006 2001 55 54 27 -- --
---------- --------- ---------- ---------
1,183,056 1,699,290 2,602,527 6,139,640
---------- --------- ---------- ---------
Microelectronics
- ----------------
1.2% and 0.0% at December 31, 2001 and 2000, respectively
- ---------------------------------------------------------
KOR Electronics, Preferred 1989-
Inc. (a) (b) shares 1995 3,571,024 1,130,390 42,390 1,130,390 0
---------- --------- ---------- ---------
1,130,390 42,390 1,130,390 0
---------- --------- ---------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
21.4% and 15.0% at December 31, 2001 and 2000, respectively
- ----------------------------------------------------------
El Dorado Ltd.
Ventures III, L.P.Partnership
(a) interests various $250,000 212,460 30,578 212,460 376,039
Medical Science Ltd.
Partners, L.P. Partnership
(a) interests various $500,000 187,246 194,394 187,246 135,900
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------
Newtek Ltd.
Ventures II, L.P. Partnership
(a) interests various $859,914 330,328 510,285 330,328 725,437
Onset Enterprises Ltd.
Associates, L.P. Partnership
(a) interests various $500,000 45,000 38,460 45,000 84,840
Utah Ventures Ltd.
Limited Partnership
Partnership (a) interests various $250,000 41,123 10,925 41,123 192,093
---------- --------- ---------- ---------
816,157 784,642 816,157 1,514,309
---------- --------- ---------- ---------
Total equity investments - 105.6% and 88.5% at
December 31, 2001 and 2000, respectively 5,411,903 3,869,183 7,314,452 8,942,895
---------- --------- ---------- ---------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $11,676 12,303 6,151 12,225 9,780
SunPower Secured
Corporation note, 8-12%, 1999-
(b) due 2001 2000 -- -- -- 210,472 210,472
Sutmyn Secured
Storage note, 50%,
Corporation due on
(b) demand 2000 $4,000,000 4,723,610 0 4,723,610 0
Thermatrix Inc Unsecured
note, 12%
due on
demand 2001 $250,000 258,500 103,400 -- --
---------- --------- ---------- ---------
Total notes receivable - 3.0% and 2.2% at
December 31, 2001 and 2000, respectively 4,994,413 109,551 4,946,307 220,252
---------- --------- ---------- ---------
Total investments - 108.6% and 90.7% at
December 31, 2001 and 2000, respectively $10,406,316 $3,978,734 $12,260,759 $9,163,147
========== ========= ========== =========
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.
(c) Subsequent to December 31, 2001, security was pledged as collateral for borrowing.
(See Note 8.)
(1) Represents the total fair value of a particular industry segment as a percentage of
partners' capital at 12/31/01 and 12/31/00.
(2) The Partnership has no income-producing equity investments except for convertible notes
which include accrued interest. Interest rates on such notes are 6-8 percent.
The accompanying notes are an integral part of these financial statements
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
-----------------------------------
2001 2000 1999
------ ------ ------
Investment income:
Notes receivable
interest $ 43,310 $ 738,987 $ 34,189
Short-term investment
interest 35,256 64,956 12,278
--------- --------- ---------
Total investment
income 78,566 803,943 46,467
Investment expenses:
Management fees 72,144 197,798 165,123
Individual General
Partners' compensation 72,339 49,839 45,394
Investment operations 229,887 1,230,263 198,679
Administrative and
investor services 695,074 668,059 583,753
Computer services 140,654 129,981 133,305
Professional fees 332,366 171,585 87,699
Interest expense 24,842 3,732 8,620
--------- -------- ---------
Total investment
expenses 1,567,306 2,451,257 1,222,573
--------- --------- ---------
Net investment loss (1,488,740) (1,647,314) (1,176,106)
--------- --------- ---------
Realized gain from
venture capital limited
partnership investments 295,343 911,025 982,946
Net realized (loss) gain
from sales of equity
investments (346,759) 6,687,582 (663,218)
Recoveries from
investments previously
written off 47,540 -- --
Realized losses from
impairment write-downs (1,615,883) (4,119,073) (2,615)
--------- --------- ---------
Net realized (loss) income (1,619,759) 3,479,534 317,113
--------- --------- ---------
STATEMENTS OF OPERATIONS (continued)
- -----------------------------------
For the Years Ended December 31,
-----------------------------------
2001 2000 1999
------ ------ ------
(Decrease) increase in
unrealized appreciation
(depreciation):
Equity investments (3,171,163) (1,875,962) 405,078
Notes receivable (158,807) (4,726,055) --
--------- --------- ---------
Net (decrease) increase in
unrealized appreciation
(depreciation) (3,329,970) (6,602,017) 405,078
--------- --------- ---------
Net decrease in partners'
capital resulting from
operations $(6,438,469) $(4,769,797) $ (453,915)
========= ========= =========
Net decrease in partners'
capital resulting from
operations per Unit $ (13.08) $ (8.97) $ (0.57)
========= ========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2001, 2000 and 1999:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 1999 $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 (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
Net investment loss (1,190,992) (297,748) (1,488,740)
Net realized loss (1,239,692) (380,067) (1,619,759)
Net increase in unrealized
depreciation (2,802,613) (527,357) (3,329,970)
---------- --------- ----------
Partners' capital,
December 31, 2001 $ 7,095,208 $(3,430,692)$ 3,664,516
========== ========= ==========
The accompanying notes are an integral part of these financial
statements
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
---------------------------------
2001 2000 1999
-------- -------- --------
Net decrease in partners'
capital resulting from
operations $(6,438,469) $(4,769,797) $ (453,915)
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 (295,343) (911,025) (982,946)
Net realized loss (gain) from
sales of equity investments 346,759 (6,687,582) 663,218
Realized loss from
impairment write-downs 1,615,883 4,119,073 2,615
Recoveries from
investments previously
written off (47,540) -- --
Net decrease (increase) in
unrealized appreciation
(depreciation):
Equity investments 3,171,163 1,875,962 (405,078)
Notes receivable 158,807 4,726,055 --
Increase in accrued interest
on notes receivable (14,738) (722,835) (28,740)
Increase in accounts payable
and accrued expenses 10,716 24,540 5,423
Increase (decrease) in due
to/from related parties 175,933 (6,657) 98,325
Other changes, net (3,260) (6,321) (400)
--------- --------- ---------
Net cash used by
operating activities (1,320,089) (2,358,587) (1,101,498)
--------- --------- ---------
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
---------------------------------
2001 2000 1999
-------- -------- --------
Cash flows from investing
activities:
Notes receivable issued (250,000) (4,013,615) (203,825)
Purchase of equity investments (108,000) (673,779) (858,572)
Repayment of notes receivable 197,281 8,482 198,844
Recoveries from investments
previously written off 47,540 -- --
Proceeds from sales of
equity investments 357,713 8,406,324 1,593,922
Distributions from venture
capital limited partnership
investments 4,888 350,819 229,626
--------- --------- ---------
Net cash provided
by investing activities 249,422 4,078,231 959,995
--------- --------- ---------
Cash flows from financing
activities:
Distributions to partners -- (1,314,295) (370,130)
(Repayments of) proceeds from
short-term borrowings (1,100,000) 1,100,000 --
--------- --------- ---------
Net cash used by
financing activities (1,100,000) (214,295) (370,130)
--------- --------- ---------
Net (decrease) increase
in cash and cash equivalents (2,170,667) 1,505,349 (511,633)
Cash and cash equivalents
at beginning of year 2,182,634 677,285 1,188,918
--------- --------- ---------
Cash and cash equivalents
at end of year $ 11,967 $ 2,182,634 $ 677,285
========= ========= =========
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 or the Registrant) 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 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. In
September 2001, the Limited Partners extended the term of the Partnership
to December 31, 2002. On March 15, 2002, the Management Committee
unanimously approved a one-year extension of the Partnership to December
31, 2003.
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.
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.
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 percent to 50 percent
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, 2001 and December 31, 2000, the investment portfolio
included investments totaling $1,416,050 and $1,498,113, 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 $1,276,476 and $3,804,907 at December 31, 2001 and December 31, 2000,
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 Decrease in Partners' Capital Resulting from Operations Per Unit
- --------------------------------------------------------------------
Net 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, 2001, 2000 and 1999, into the
total net decrease in partners' capital resulting from operations allocated
to the Limited Partners. The Managing General Partners contributed 0.1
percent 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,
2001 and 2000, was $8,399,984 and $9,550,517, respectively. At December
31, 2001 and 2000, gross unrealized appreciation and depreciation on
investments based on cost for federal income tax purposes were as follows:
December 31, December 31,
2001 2000
------------ ------------
Unrealized appreciation $ 1,241,560 $ 6,347,406
Unrealized depreciation (5,662,810) (6,734,776)
--------- ---------
Net unrealized depreciation $(4,421,250) $ (387,370)
========= =========
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. Related party costs in 2001, 2000 and 1999 were
as follows:
For the Years Ended December 31,
-------------------------------------
2001 2000 1999
------ ------ ------
Management fees $ 72,144 $ 197,798 $165,123
Individual General
Partners' compensation 72,339 49,839 45,394
Reimbursable operating
expenses:
Investment operations 122,825 1,220,960 189,534
Administrative and
investor services 498,326 395,955 329,465
Computer services 140,654 129,981 133,305
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 $7,002 and
$12,935 and were included in due to related parties at December 31, 2001
and 2000, 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.
There were $230,828 and $48,962 of such reimbursable expenses due to
related parties at December 31, 2001 and 2000, respectively.
The Managing General Partners allocate operating expenses incurred in
connection with the business of the Partnership based on employee hours
incurred. In 2000, the Managing General Partners billed the Partnership an
additional $828,950 for investment management expenses consisting of
$301,509 and $527,441 for 1999 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,
investment expenses would have been $1,622,307 and $1,524,082 for 2000 and
1999, 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.
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, 2001, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Physiometrix,
Inc., Endocare, Inc. and Genstar Therapeutics Corporation options with a
fair value of $223,269.
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 percent to the Limited Partners as a group in proportion
to the number of Units held, 5 percent to the Limited Partners
in proportion to the Unit Months of each Limited Partner,
and 20 percent 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 percent to the Limited Partners and 1 percent 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
percent to the Limited Partners and 1 percent to the Managing General
Partners.
In no event are the Managing General Partners allocated less than 1 percent
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, 2001 and 2000, marketable equity securities had aggregate
costs of $464,958 and $878,976, respectively, and aggregate fair market
values of $392,015 and $2,125,566, respectively. The net unrealized
loss/gain at December 31, 2001 and 2000, included gross gains of $234,990
and $1,966,939, respectively.
Restricted Securities
- ---------------------
At December 31, 2001 and 2000, restricted securities had aggregate fair
values of $3,477,168 and $6,817,329, respectively, representing 94.9
percent and 67.5 percent, respectively, of the net assets of the
Partnership.
Significant purchases, sales and write-downs of equity investments during
2001 are as follows:
Adesso Healthcare Technology Services, Inc.
- -------------------------------------------
The company ceased operations during the third quarter and the Partnership
is not expecting any return on its investment. Preferred shares and
convertible notes totaling $1,493,088 were written off as of September 30,
2001.
Ascent Logic Corporation
- ------------------------
The company ceased operations during 2001 and the Partnership wrote off its
investment of $122,795.
Efficient Networks, Inc.
- ------------------------
In February 2001, the Partnership sold 4,516 common shares in the company
for proceeds of $103,864 and realized a loss of $310,154.
In May 2001, the Partnership sold 8,593 common shares in the company for
proceeds of $201,935 and realized a gain of $3,209.
iVillage, Inc. (formerly Women.com Networks, Inc.)
- -------------------------------------------------
Effective June 18, 2001, iVillage Inc. acquired Women.com Networks, Inc.
In connection with this transaction, the Partnership's Women.com shares
were exchanged for 60,848 iVillage common shares. The Partnership realized
a gain of $186 on the sale of fractional shares.
Periodontix, Inc.
- -----------------
The assets of the company have been acquired by Demegen, Inc. effective
July 16, 2001. The fair value of the Partnership's expected proceeds is
approximately $24,494.
Sanarus Medical, Inc.
- ---------------------
In April 2001, the Partnership issued a convertible bridge loan for $55,000
to the company.
In July 2001, the company converted the $55,000 bridge loan to 31,865
shares of Series B Preferred stock and paid the Partnership $1,013 for the
accrued interest.
Sonic Innovations, Inc.
- -----------------------
In September 2001, the Partnership sold its entire investment in the
company for proceeds of $51,728 and realized a loss of $40,000.
Sunpower Corporation
- --------------------
In September 2001, the Partnership issued a convertible bridge loan for
$50,000 to the company. The note bears interest at 6 percent and is due in
February 2002.
WorldRes, Inc.
- --------------
The company effected a conversion of all preferred stock to common stock on
March 21, 2001. Each of the Partnership's preferred shares was converted
to one common share.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership received stock distributions of Efficient Networks, Inc.
and Sonic Innovations, Inc. with fair values totaling $290,455. The
Partnership also received cash distributions of $4,888 from El Dorado
Ventures III, L.P. These distribution were recorded as realized gains.
In the year ended December 31, 2001, the Partnership recorded a $729,667
decrease in fair value primarily as a result of the above distributions and
a net decrease 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.
Subsequent Events
- -----------------
Subsequent to December 31, 2001, the fair value of the Partnership's
investment in Genstar Therapeutics Corporation decreased by $438,020 as a
result of a decrease in the publicly traded price on March 15, 2002.
Thermatrix Inc., a portfolio company of the Partnership, is negotiating the
sale of the entire company to Selas Fluid Processing. It is unknown what
the Partnership will receive for it's investment.
5. Net (Decrease) Increase 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 (decrease)
increase in unrealized appreciation (depreciation) of equity investments."
The table below discloses details of the changes:
For the Years Ended December 31,
----------------------------------
2001 2000 1999
------ ------ ------
Unrealized (depreciation)
appreciation from cost of
marketable equity securities $ (72,943) $ 1,246,590 $ 634,997
Unrealized (depreciation)
appreciation from cost of
non-marketable equity
securities (1,469,777) 381,853 2,869,408
--------- --------- ---------
Unrealized (depreciation)
appreciation from cost at
end of year (1,542,720) 1,628,443 3,504,405
Unrealized appreciation from
cost at beginning of year 1,628,443 3,504,405 3,099,327
--------- --------- ---------
Net (decrease) increase in
unrealized appreciation
of equity investments $(3,171,163) $(1,875,962) $ 405,078
========= ========= =========
6. Notes Receivable
----------------
Activity from January 1 through December 31 consisted of:
2001 2000
------ ------
Balance, beginning of year $ 220,252 $ 221,307
Notes receivable issued 250,000 4,013,615
Repayments of notes receivable (197,281) (8,482)
Change in accrued interest (4,613) 719,867
Net increase in unrealized
depreciation of notes receivable (158,807) (4,726,055)
------- ---------
Balance, end of year $ 109,551 $ 220,252
======= =========
The interest rate on notes receivable at December 31, 2001, ranged from 12
percent to 50 percent. All notes and accrued interest are due on demand
with the exception of $12,303, due 2004.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2001 and 2000, consisted of:
2001 2000
------ ------
Demand accounts $10,009 $ 53,510
Money-market accounts 1,958 1,029,124
Cash pledged as collateral for
short-term borrowings -- 1,100,000
------ -------
Total $11,967 $2,182,634
====== =========
8. Borrowings
----------
In January 2002, the Partnership borrowed $1,188,000 from a financial
institution and pledged it's shares in Endocare, Inc. and Genstar
Therapeutic Corporation as collateral. The note bears interest at the
London Interbank Offered Rate plus 1.5 percent, which is payable quarterly.
The outstanding principal and any remaining accrued interest are due
December 30, 2004.
In December 2000, the Partnership borrowed $1,100,000 from a commercial
financial institution. The Partnership pledged $1,100,000 in cash as
collateral for the note. The note and accrued interest were repaid on
March 31, 2001. Interest expense for 2001 totaled $24,842.
9. Distributions
-------------
There were no distributions in 2001. 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
-----------------------------
From time to time the Partnership becomes 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 investment
fundings, 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, 2001,
there were no such unfunded commitments.
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 was seeking to recover $2,000,000, the purchase price
in a contract by which the Partnership and the other entities were 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. On February 12, 2002, the Partnership,
affiliated partnerships and the co-investor were awarded $4,000,000 and all
of Kanematsu's claims were denied. The award is in full settlement of all
claims and counterclaims. Kanematsu has indicated that it will petition
for reconsideration and, if necessary, will appeal.
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.
11. Financial Highlights
--------------------
For The Years Ended December 31,
-----------------------------------
2001 2000 1999
------ ------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $30.82 $39.79 $40.36
Loss from investment
operations:
Net investment loss (2.98) (3.29) (2.35)
Net realized and unrealized
(loss) gain on investments (10.10) (5.68) 1.78
------ ------ ------
Total from investment
operations (13.08) (8.97) (0.57)
------ ------ ------
Net asset value, end of period $17.74 $30.82 $39.79
====== ====== ======
Total Return (42.45)% (22.54)% (1.42)%
Ratios to average net assets:
Net investment loss (12.26)% (9.33)% (5.87)%
Expenses 16.14% 17.36% 7.63%
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.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: March 20, 2002 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of Technology Funding Inc.
and Managing General Partner of
Technology Funding Ltd.
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 20, 2002
- ------------------------ 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.