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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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)
1107 Investment Blvd., Suite 180
Eldorado Hills, California 95762
- ------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(916)941-1400
--------------------------------------------------
(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
--- ---
No active market for the units of limited partnership interests
("Units") exists, and therefore the fair value of such Units cannot be
determined.
Forward-Looking Statements
- --------------------------
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.
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
(unaudited)
September 30, December 31,
2002 2001
------------- ------------
ASSETS
Investments:
Equity investments (cost of $5,493,084
and $5,411,903 for September 30, 2002
and December 31, 2001, respectively) $2,666,965 $3,869,183
Notes receivable (cost of $13,061
and $ 4,994,413 for September 30, 2002
and December 31, 2001, respectively) 6,531 109,551
--------- ---------
Total investments $2,673,496 3,978,734
Cash and cash equivalents 79,030 11,967
Other receivables 666,667 --
Other assets 1,013 1,246
--------- ---------
Total assets $3,420,206 $3,991,947
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 34,552 $ 89,601
Due to related parties 5,162 237,830
Short-term borrowings 1,147,180 --
Other liabilities 79 --
--------- ---------
Total liabilities 1,186,973 327,431
Commitments and contingencies
See Note 9.
Partners' capital:
Limited Partners (400,000 Units outstanding) 5,882,061 7,095,208
General Partners (3,648,828) (3,430,692)
--------- ---------
Total partners' capital 2,233,233 3,664,516
--------- ---------
Total liabilities and partners' capital $3,420,206 $3,991,947
========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or September 30, 2002 December 31, 2001
Industry Shares at ------------------ -----------------
(1) Investment September 30, Cost Fair Cost Fair
Company Position Date 2002 Basis Value Basis Value
- ------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Communication
- -------------
1.6% and 3.1% at September 30, 2002 and December 31, 2001, respectively
- -----------------------------------------------------------------------
VOIS, Inc. Other 1999-
investment 2000 $ 5,200 $ 5,200 $ 0 $ 10,911 $ 0
iVillage, Inc. Common 1996-
shares 2000 60,848 411,165 35,291 411,165 115,611
--------- --------- ---------- ---------
416,365 35,291 422,076 115,611
--------- --------- ---------- ---------
Environmental
- -------------
53.3% and 28.4% at September 30, 2002 and December 31, 2001, respectively
- -------------------------------------------------------------------------
SunPower
Corporation Preferred 1990-
(a) (b) shares 1994 -- -- -- 1,179,051 988,296
SunPower
Corporation Common 1990-
(a) (b) shares 1994 1,165,217 1,179,051 1,136,087 -- --
SunPower Common share
Corporation warrant
(a) (b) at $.06;
expiring
2005 2000 469,455 0 0 0 0
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
SunPower
Corporation Convertible
(a) (b) note (2) 2002 $52,000 52,480 52,480 50,790 50,790
Triangle
Biomedical Common
Sciences, Inc.(a) shares 1999 366 10,248 1,025 10,248 1,025
Triangle Common share
Biomedical warrant
Sciences, Inc.(a) at $28.00;
expiring
2009 1999 366 366 37 366 37
--------- --------- ---------- ---------
1,242,145 1,189,629 1,240,455 1,040,148
--------- --------- ---------- ---------
Information Technology
- ----------------------
7.4% and 5.1% at September 30, 2002 and December 31, 2001, respectively
- -----------------------------------------------------------------------
WorldRes, Inc. Common 1997-
(a) (b) shares 1999 155,918 619,687 140,326 619,687 187,102
WorldRes, Inc. Convertible
(a) (b) note (2) 2002 $79,500 82,987 24,895 -- --
WorldRes, Inc. Common and
(a) (b) preferred
share
warrants at
$3.00-$3.70
expiring 1997-
2002-2007 2002 15,530 82 0 82 0
--------- --------- ---------- ---------
702,756 165,221 619,769 187,102
--------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Medical/Biotechnology
- ---------------------
31.3% and 46.4% at September 30, 2002 and December 31, 2001, respectively
- -------------------------------------------------------------------------
Endocare, Inc. Common 1996-
(b) (c) shares 2000 49,764 163,874 356,062 163,874 446,135
Genstar
Therapeutic
Corporation Common
(b) (c) share 1999 438,366 320,242 87,673 320,242 541,382
Genstar Common
Therapeutic share
Corporation warrants at
(b) $0.30-$0.74;
expiring 1998-
2005-2006 1999 291,667 0 8,333 0 288,959
Molecular
Geriatrics Common
Corporation (a) shares 1993 23,585 125,000 2,123 125,000 2,123
Periodontix, Preferred
Inc. (a) shares 1998 106,122 259,999 0 259,999 0
Periodontix, Convertible
Inc. (a) note (2) 1999 $37,000 47,308 947 45,094 24,494
Physiometrix, Common
Inc. shares 1996 126,791 53,793 124,255 53,793 276,404
Sanarus
Medical, Preferred 1999-
Inc. (a) (b) shares 2001 138,531 215,000 119,766 215,000 119,766
Sanarus Preferred
Medical, share
Inc. (a) (b) warrants
at exercise
price TBD;
expiring
2006 2001 55 55 28 54 27
--------- --------- ---------- ---------
1,185,271 699,187 1,183,056 1,699,290
--------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Microelectronics
- ----------------
7.6% and 1.2% at September 30, 2002 and December 31, 2001, respectively
- ------------------------------------------------------------------------
KOR Electronics, Preferred 1989-
Inc. (a) (b) shares 1995 3,571,024 1,130,390 169,559 1,130,390 42,390
--------- --------- ---------- ---------
1,130,390 169,559 1,130,390 42,390
--------- --------- ---------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
18.3% and 21.4% at September 30, 2002 and December 31, 2001, respectively
- -------------------------------------------------------------------------
El Dorado Ltd.
Ventures III, L.P.Partnership
(a) interests various $250,000 212,460 106,230 212,460 30,578
Medical Science Ltd.
Partners, L.P. Partnership
(a) interests various $500,000 187,246 93,623 187,246 194,394
Newtek Ltd.
Ventures II, L.P. Partnership
(a) interests various $859,914 330,328 165,164 330,328 510,285
Onset Enterprises Ltd.
Associates, L.P. Partnership
(a) interests various $500,000 45,000 22,500 45,000 38,460
Utah Ventures Ltd.
Limited Partnership
Partnership (a) interests various $250,000 41,123 20,561 41,123 10,925
--------- --------- ---------- ---------
816,157 408,078 816,157 784,642
--------- --------- ---------- ---------
Total equity investments 119.5% and 105.6% at
September 30, 2002 and December 31, 2001,
respectively 5,493,084 2,666,965 5,411,903 3,869,183
--------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $11,676 13,061 6,531 12,303 6,151
Sutmyn Secured
Storage note, 50%,
Corporation due on
(b) demand 2000 -- -- -- 4,723,610 0
Thermatrix Inc. Unsecured
note, 12%
due on
demand 2001 -- -- -- 258,500 103,400
--------- --------- ---------- ---------
Total notes receivable 0.3% and 3.0% at
September 30, 2002 and December 31, 2001,
respectively -- 6,531 4,994,413 109,551
--------- --------- ---------- ---------
Total investments 119.8% and 108.6% at
September 30, 2002 and December 31, 2001,
respectively $5,506,145 $2,673,496 $10,406,316 $3,978,734
========= ========= ========== =========
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) Security 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 09/30/02 and 12/31/01.
(2) The Partnership has no income-producing equity investments except for convertible notes which
include accrued interest. Interest rates on such notes are 3.21-8.75 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENT OF OPERATIONS (unaudited)
- ----------------------------------
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Investment income:
Notes receivable interest $ 3,289 $ 13,717 $ 23,481 $ 41,072
Short-term investment interest 61 2,868 2,304 35,099
--------- --------- --------- ---------
Total investment income 3,350 16,585 25,785 76,171
Investment expenses:
Management fees 8,514 17,707 28,474 61,640
Individual General Partners' compensation 12,500 16,575 28,500 55,206
Investment operations 21,229 24,100 128,886 110,759
Administrative and investor services 137,545 189,284 747,381 519,598
Professional fees 19,871 69,184 94,382 218,047
Computer services 17,635 37,907 78,112 103,004
Interest expense -- -- 10,484 24,842
--------- --------- --------- ---------
Total investment expenses 217,294 354,757 1,116,219 1,093,096
--------- --------- --------- ---------
Net investment loss (213,944) (338,172) (1,090,434) (1,016,925)
--------- --------- --------- ---------
Net realized loss from
sales of equity investments -- (40,000) -- (346,759)
Realized gain from venture capital
limited partnership investments 18,036 -- 18,036 295,343
Realized gain from recovery of
investments previously written off 228,125 -- 228,125 --
Realized loss from
investment write off (4,723,610) (1,493,088) (4,848,610) (1,493,088)
--------- --------- --------- ---------
Net realized loss (4,477,449) (1,533,088) (4,602,449) (1,544,504)
--------- --------- --------- ---------
STATEMENT OF OPERATIONS (unaudited) (continued)
- ----------------------------------------------
Decrease (increase) in unrealized
depreciation:
Equity investments 35,902 (1,093,077) (1,283,399) (3,340,777)
Notes receivable 4,723,375 (152) 4,878,332 (152,495)
--------- --------- --------- ---------
Net decrease (increase) in
unrealized depreciation 4,759,277 (1,093,229) 3,594,933 (3,493,272)
--------- --------- --------- ---------
Other income -- -- 666,667 --
--------- --------- --------- ---------
Net increase (decrease) in partners'
capital resulting from operations $ 67,884 $(2,964,489) $(1,431,283) $(6,054,701)
========= ========= ========= =========
Net increase (decrease) in partners'
capital resulting from
operations per Unit $ 0.05 $ (6.09) $ (3.03) $ (12.28)
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Nine Months Ended September 30,
---------------------------------------
2002 2001
---------- -----------
Net decrease in partners' capital
resulting from operations $(1,431,283) $(6,054,701)
Adjustments to reconcile decrease
in partners' capital resulting
from operations to net cash used
by operating activities:
Net realized loss from sales
of equity investments -- 346,759
Realized gain from venture capital
limited partnership investments (18,036) (295,343)
Realized loss from
investment write-off 4,848,610 1,493,088
Realized gain from recovery of
investments previously written off (228,125) --
Net increase (decrease) in unrealized
depreciation:
Equity investments 1,283,399 3,340,777
Notes receivable (4,878,332) 152,495
Increase in other receivable (666,667) --
Decrease (increase) in accrued
interest on notes receivable 350 (13,226)
(Decrease) increase in due to related
parties (232,668) 42,633
Decrease in accounts payable and
accrued expenses (55,049) (30,327)
Other changes, net 6,023 (1,941)
--------- ---------
Net cash used by operating activities (1,371,778) (1,019,786)
--------- ---------
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- -----------------------------------------------
Cash flows from investing activities:
Purchase of equity investments (79,500) (108,000)
Notes receivable issued -- (250,000)
Repayments of notes receivable 125,000 197,281
Proceeds from sales of equity
investments -- 357,713
Proceeds from recovery of
investments previously written off 228,125 --
Distributions from venture capital
limited partnership investments 18,036 4,888
--------- ---------
Net cash provided by investing
activities 291,661 201,882
--------- ---------
Cash flows from financing activities:
Repayment of short-term borrowings -- (1,100,000)
Proceeds from term borrowing 1,147,180 --
--------- ---------
Net cash provided (used) by financing
activities 1,147,180 (1,100,000)
--------- ---------
Net increase (decrease) in cash
and cash equivalents 67,063 (1,917,904)
Cash and cash equivalents at
beginning of year 11,967 2,182,634
--------- ---------
Cash and cash equivalents $ 79,030 $ 264,730
at September 30 ========= =========
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS (unaudited)
- ----------------------------------------
1. Interim Financial Statements
----------------------------
The accompanying unaudited financial statements included herein have been
prepared in accordance with the requirements of Form 10-Q and, therefore,
do not include all information and footnotes which would be presented were
such financial statements prepared in accordance with generally accepted
accounting principles. These statements should be read in conjunction with
the Annual Report on Form 10-K for the year ended December 31, 2001. In
the opinion of the Managing General Partners, the accompanying interim
financial statements reflect all adjustments necessary for the fair
presentation of the financial position, results of operations, and cash
flows for the interim periods presented. Allocation of income and loss to
Limited and General Partners is based on cumulative income and loss.
Adjustments, if any, are reflected in the current quarter balances. The
results of operations for such interim periods are not necessarily
indicative of results of operations to be expected for the full year.
2. Uncertain Future of the Partnership
-----------------------------------
The uncertainties arising from the timing of future liquidation events
raise substantial doubt about the Partnership's ability to continue as a
going concern. The accompanying interim financial statements do not
include any adjustments that might result from the outcome of these
uncertainties. The Partnership has been advised by its independent public
accountants that should the uncertainties surrounding the Partnership's
future operations remain unresolved at year-end, their report on those
financial statements will be modified for that contingency.
3. 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 September 30,
2002 and December 31, 2001, was $8,113,005 and $8,399,984, respectively.
At September 30, 2002 and December 31, 2001, gross unrealized depreciation
on investments based on cost for federal income tax purposes was as
follows:
September 30, December 31,
2002 2001
------------- ------------
Unrealized appreciation $ 302,010 $ 1,241,560
Unrealized depreciation (5,741,519) (5,662,810)
--------- ---------
Net unrealized depreciation $(5,439,509) $(4,421,250)
========= =========
4. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Operations. Related party costs for the nine months ended
September 30, 2002 and 2001, were as follows:
2002 2001
------- -------
Management fees $ 28,474 $ 61,640
Individual General Partners' compensation 28,500 55,206
Reimbursable operating expenses 786,772 597,446
Certain reimbursable expenses have been accrued based upon interim
estimates prepared by the Managing General Partners and are adjusted to
actual periodically. There were $5,162 and $230,828 due to related parties
at September 30, 2002 and December 31, 2001, respectively, related to such
expenses.
There were no management fees due to the Managing General Partners at
September 30, 2002. There were $7,002 in management fees due December 31,
2001. These fees were included in due to related parties.
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 September 30, 2002, 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 $164,581.
5. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
At September 30, 2002 and December 31, 2001, marketable equity securities
had aggregate costs of $464,958, and aggregate market values of $159,546
and $392,015, respectively. The net unrealized loss at September 30, 2002
and December 31, 2001, included gross gains of $70,462 and $234,990,
respectively.
Restricted Securities
- ---------------------
At September 30, 2002 and December 31, 2001, restricted securities had
aggregate fair values of $2,507,419 and $3,477,168, respectively,
representing 112.3 percent and 94.9 percent, respectively, of the net
assets of the Partnership.
Significant purchases and sales of equity investments during the nine
months ended September 30, 2002, are as follows:
Sunpower Corporation
- --------------------
The company converted the Partnership's preferred shares into 1,165,217
common shares in August 2002.
WorldRes, Inc.
- --------------
In April 2002, the Partnership issued a convertible note for $79,500 to the
company with an interest rate equal to prime plus 4 percent. The note and
accrued interest are due in April 2003.
Other Equity Investments
- ------------------------
Other significant changes reflected in the Statements of Investments 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 included in
the Partnership's December 31, 2001 Form 10-K.
Subsequent Events
- -----------------
Subsequent to September 30, 2002, the fair value of the Partnership's
investment in Endocare, Inc. decreased by $280,420 as a result of a
decrease in the publicly-traded price on November 8, 2002.
6. Notes Receivable
----------------
Activity from January 1 through September 30 consisted of:
2002 2001
-------- --------
Balance at January 1 $ 109,551 $ 220,252
Notes receivable issued -- 250,000
Repayment of notes receivable (125,000) (197,281)
Write off of notes receivable and
accrued interest (4,848,610) --
Change in accrued interest receivable (7,742) (4,624)
Net decrease (increase) in unrealized
depreciation of notes receivable 4,878,332 (152,495)
--------- -------
Balance at September 30 $ 6,531 $ 115,852
========= =======
The interest rate on notes receivable at September 30, 2002 was 16 percent.
All notes are due on in 2004.
In April 2002, the Partnership received a $125,000 payment on a $250,000
note receivable from Thermatrix Inc. Accrued interest of $23,178 was paid
in full. The remaining portion of the note, $125,000, was written off.
During the third quarter of 2002, the Partnership recovered from Thermatrix
Inc. $125,000 for the portion of the note written off.
In September 2002, notes receivable and accrued interest due from Sutmyn
Storage Corporation in the amount of $4,723,610 were written off. The fair
value of these notes was reduced to zero during 2000 and it has been
determined by the Managing General Partners that there will be no recovery
on the notes as the company has ceased operations.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at September 30, 2002 and December 31, 2001
consisted of:
2002 2001
------ ------
Demand accounts $ 77,664 $ 10,009
Money-market accounts 1,366 1,958
------- -------
Total $ 79,030 $ 11,967
======= =======
8. Term Borrowings
---------------
In January 2002, the Partnership borrowed $1,147,180 from a financial
institution and pledged its 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.
9. 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 by a borrowing
company. As they do not represent current outstanding balances, these
unfunded commitments are not recognized in the financial statements. At
September 30, 2002, unfunded commitments totaled $79,500.
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 immediately filed a petition to vacate
the award, and on October 9, 2002 the original award was upheld by the
Federal District Court. Kanematsu has filed an appeal seeking to overturn
the court's confirmation of the arbitration decision. The Partnership has
recognized revenue and a receivable of $666,667 as of February 12, 2002,
for its proportionate share of the award.
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.
10. Financial Highlights
--------------------
For The Nine Months Ended September 30,
---------------------------------
2002 2001
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $6.57 $13.98
Loss from investment operations:
Net investment loss (0.85) (2.03)
Net realized and unrealized loss
on investments (2.18) (10.25)
---- -----
Total from investment
operations (3.03) (12.28)
---- -----
Net asset value, end of period $3.54 $ 1.70
==== =====
Total Return (46.14)% (87.84)%
Ratios to average net assets:
Net investment loss (16.76)% (25.94)%
Expenses 55.19% 34.85%
Pursuant to the Partnership Agreement, net profit shall be allocated first
to those Partners with deficit capital account balances until such deficits
have been eliminated. The Partnership Agreement also requires the General
Partners to contribute capital in the amount equal to any remaining capital
deficit upon liquidation. The net asset values shown above assume the
Partnership is in liquidation and capital has been contributed by the
General Partners equal to the amount of deficit capital after liquidation
at September 30, 2002. The loss from investment operations assumes ongoing
operations. As of September 30, 2002, the General Partners have a negative
capital balance of $3,648,828. Net asset value has been calculated in
accordance with these provisions of the Partnership Agreement.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The uncertainties arising from the timing of future liquidation events
raise substantial doubt about the Partnership's ability to continue as a
going concern. The accompanying interim financial statements do not
include any adjustments that might result from the outcome of these
uncertainties. The Partnership has been advised by its independent public
accountants that should the uncertainties surrounding the Partnership's
future operations remain unresolved at year-end, their report on those
financial statements will be modified for that contingency.
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
included in the Partnership's December 31, 2001 Form 10-K. In the absence
of readily obtainable market values, the estimated fair value of the
Partnership's investments may differ significantly from the values that
would have been used had a ready market existed.
During the nine months ended September 30, 2002, net cash used by operating
activities totaled $1,371,778. The Partnership paid management fees of
$35,476 to the Managing General Partners and reimbursed related parties for
other investment expenses of $1,009,672. In addition, $28,500 was paid to
the Individual General Partners as compensation for their services. The
Partnership paid other investment expenses and interest expense of $313,781
and $10,484, respectively. Interest income of $26,135 was received.
During the nine months ended September 30, 2002, the Partnership funded
equity investments of $79,500 to a company in the information technology
industry. Cash distributions of $18,036 were received from venture capital
limited partnership investments. The Partnership received $228,125 as a
recovery of investments in Thermatrix Inc. which were previously written
off. Repayments of notes receivable were $125,000. Proceeds from term
borrowings totaled $1,147,180. At September 30, 2002, there were unfunded
commitments of $79,500.
Cash and cash equivalents at September 30, 2002, were $79,030. Future
proceeds from investment sales along with Managing General Partner support
are expected to be adequate to fund partnership operations through the next
twelve months.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net increase in partners' capital resulting from operations was $67,884 for
the quarter ended September 30, 2002, compared to a net decrease in
partners' capital resulting from operations of $2,964,489 for the same
period in 2001.
Realized loss from investment write offs total $4,723,610 during the
quarter ended September 30, 2002, and relate to notes and interest
receivable from Sutmyn Storage Corporation. The fair value of these notes
was reduced to zero during 2000 and it has been determined by the Managing
General Partners that there will be no recovery on the notes as the company
has ceased operations. During the quarter ended September 30, 2001,
realized loss from investment write offs totaled $1,493,088. This amount
related to the write off of investments in Adesso Healthcare Technology
Services, Inc.
Net unrealized depreciation on notes receivable was $6,530 and $4,729,905
at September 30, and June 30, 2002, respectively. During the quarter ended
September 30, 2002, the net decrease in unrealized depreciation of notes
receivable of $4,723,375 was mainly attributable to the write off of notes
receivable from Sutmyn Storage Corporation. During the quarter ended
September 30, 2001, the Partnership recorded a $152 decrease in the fair
value of notes receivable.
Net unrealized depreciation on equity investments was $2,826,119 at
September 30, 2002, compared to net unrealized depreciation of $2,862,021
at June 30, 2002. During the quarter ended September 30, 2002, the
Partnership recorded a decrease in net unrealized depreciation on equity
investments of $35,902 compared to an increase in net unrealized
depreciation of $1,093,077 during 2001. In 2002, the decrease in unrealized
depreciation was primarily attributable to increases in fair values of
private portfolio companies in the environmental and microelectronics
industries, partially offset by decreases in the fair value of investments
in venture capital limited partnerships. The change in 2001 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 the quarter ended September 30, 2002, the Partnership recovered
$228,125 from Thermatrix Inc. for equity and note receivable investments
previously written off. This was recorded as a realized gain. There were
no recoveries during the same period in 2001.
Total investment expenses were $217,294 and $354,757 for the quarters ended
September 30, 2002 and 2001, respectively. The decrease is primarily
attributable to decreased administrative and investor services costs and
decreased professional fees.
For the quarter ended September 30, 2002, there were no sales of equity
investments. Realized loss from equity sales totaled $40,000 in the quarter
ended September 30, 2001 and primarily related to the sale of Sonic
Innovations, Inc.
During the quarter ended September 30, 2002, there were gains of $18,036
from venture capital limited partnership investments. During the same
period in 2001, there were no net realized gains. The gains represented
distributions from profits of venture capital limited partnership
investments.
During the quarter ended September 30, 2002, interest income was $3,350.
For the quarter ended September 30, 2001, interest income was $16,585.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
Current nine months compared to corresponding nine months in the preceding
- ---------------------------------------------------------------------------
year
- ----
Net decrease in partners' capital resulting from operations was $1,431,283
for the nine months ended September 30, 2002, compared to a net decrease in
partners' capital resulting from operations of $6,054,701 for the same
period in 2001.
During the nine months ended September 30, 2002, realized loss from
investment write offs total $4,848,610. The fair value of notes receivable
and accrued interest due from Sutmyn Storage Corporation in the amount of
$4,723,610 was reduced to zero during 2000. It has been determined by the
Managing General Partners that there will be no recovery on the notes as
the company has ceased operations; therefore the cost of these notes should
be written off. The Partnership wrote off a $125,000 investment in a note
receivable from Thermatrix Inc. which was subsequently recovered and
realized as a gain. During the nine months ended September 30, 2001,
realized loss from investment write offs totaled $1,493,088. This amount
related to the write off of investments in Adesso Healthcare Technology
Services, Inc.
Net unrealized depreciation on notes receivable was $6,530 and $4,884,862
at September 30, 2002 and December 31, 2001, respectively. During the nine
months ended September 30, 2002, the net decrease in unrealized
depreciation of notes receivable of $4,878,332 was mainly attributable to
the write off of notes receivable from Sutmyn Storage Corporation. During
the nine months ended September 30, 2001, the Partnership recorded a
$152,495 decrease in the fair value of notes receivable issued to
Thermatrix Inc.
Net unrealized depreciation on equity investments was $2,826,119 at
September 30, 2002, compared to net unrealized depreciation of $1,542,720
at December 31, 2001. During the nine months ended September 30, 2002, the
Partnership recorded an increase in net unrealized depreciation on equity
investments of $1,283,399 compared to an increase in net unrealized
depreciation of $3,340,777 during 2001. In 2002, the increase in net
unrealized depreciation was mainly attributable to decreases in the market
values of publicly-traded companies in the communications and
medical/biotechnology industries and decreases in the fair value of
investments in venture capital limited partnerships, partially offset by an
increase in the fair value of private portfolio companies in the
environmental and microelectronics industries. The change in 2001 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.
Other income was $666,667 for the nine months ended September 30, 2002. 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 immediately filed a petition to vacate
the award, and on October 9, 2002 the original award was upheld by the
Federal District Court. Kanematsu has filed an appeal seeking to overturn
the court's confirmation of the arbitration decision. The Partnership has
recognized revenue and a receivable of $666,667 as of February 12, 2002,
for its proportionate share of the award. There was no such income in the
corresponding period of 2001.
For the nine months ended September 30, 2002, there were no sales of equity
investments. There were net realized losses from sales of equity
investments of $346,759 for the nine months ended September 30, 2001,
primarily related to the sale of Efficient Networks, Inc.
During the nine months ended September 30, 2002, the Partnership recovered
$228,125 from Thermatrix Inc. for equity and note receivable investments
previously written off. This was recorded as a realized gain. During the
same period in 2001 there were no recoveries.
During the nine months ended September 30, 2002, interest income was
$25,785. For the nine months ended September 30, 2001, interest income was
$76,171.
During the nine months ended September 30, 2002, the Partnership recorded
net realized gains from venture capital limited partnership investments of
$18,036. During the same period in 2001, there were gains of $295,343.
The gains represent distributions from profits of venture capital limited
partnership investments.
Total investment expenses were $1,116,219 and $1,093,096 for the nine
months ended September 30, 2002 and 2001, respectively. The change is
primarily attributable to increased investment monitoring activity and
personnel costs, partially offset by decreased management fees, computer
services and professional fees.
Item 4. Procedures and Controls
The undersigned is responsible for establishing and maintaining disclosure
controls and procedures for Technology Funding Partners IV, L.P. Such
officer has concluded (based upon his evaluation of these controls and
procedures as of a date within 90 days of the filing of this report) that
Technology Funding Partners IV, L.P.'s disclosure controls and procedures
are effective to ensure that information required to be disclosed by
Technology Funding Partners IV, L.P. in this report is accumulated and
communicated to Technology Funding Partners IV, L.P.'s management,
including its principal executive officers as appropriate, to allow timely
decisions regarding required disclosure.
The certifying officer also has indicated that there were no significant
changes in Technology Funding Partners IV, L.P.'s internal controls or
other factors that could significantly affect such controls subsequent to
the date of their evaluation, and there were no corrective actions with
regard to significant deficiencies and material weaknesses.
CERTIFICATION
-------------
I, Charles R. Kokesh, President, Chief Executive Officer, Chief Financial
Officer and Chairman of Technology Funding Inc. and Managing General
Partner of Technology Funding Limited, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Technology Funding
Partners IV, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to me by others within
the entity, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 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 Limited
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) On October 10, 2002, the Partnership filed its Amended and Restated
Limited Partnership Agreement on Form 8-K.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: November 14, 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 Limited
CERTIFICATIONS
--------------
In connection with the Technology Funding Partners IV, L.P. (the
Partnership) Quarterly Report on Form 10-Q for the period ending September
30, 2002, as filed with the Securities and Exchange Commission (the
Report), I Charles, R. Kokesh, President, Chief Executive Officer, Chief
Financial Officer and Chairman of Technology Funding Inc. and Managing
General Partner of Technology Funding Limited, certify, pursuant to 18
U.S.C. Section 1350, as added Section 906 of the Sarbanes-Oxley Act of
2002, that:
1. The Report fully complies with the requirements of Section 15(d) of
the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Partnership as of and for the period
covered by the Report.
Date: November 14, 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 Limited