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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, 2003
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
El Dorado 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
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12B-2 of the Act). Yes No X
--- ---
No active market for the units of limited partnership interests
("Units") exists, and therefore the market 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,
2003 2002
------------- ------------
ASSETS
Investments:
Equity investments (cost of $4,578,582
and $5,326,941 as of September 30, 2003,
and December 31, 2002, respectively) $2,942,582 $1,535,091
Notes receivable (cost of $13,896 and
$13,044 as of September 30, 2003, and
December 31, 2002, respectively) 2,779 2,607
--------- ---------
Total investments 2,945,361 1,537,698
Cash and cash equivalents 780,455 22,739
Due from related parties 424,053 --
Prepaid expenses 150,214 180,247
Other receivables 787,867 774,298
Other assets -- 675
--------- ---------
Total assets $5,087,950 $2,515,657
========= =========
BALANCE SHEETS (unaudited) (continued)
- --------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 29,753 $ 44,114
Due to related parties -- 282,288
Term borrowings 584,212 584,212
Other liabilities 21,296 8,910
--------- ---------
Total liabilities 635,261 919,524
Commitments and contingencies
(See Note 9)
Partners' capital:
Limited Partners (400,000 Units
outstanding) 5,353,132 5,353,131
General Partners (900,443) (3,756,998)
--------- ---------
Total partners' capital 4,452,689 1,596,133
--------- ---------
Total liabilities and partners' capital $5,087,950 $2,515,657
========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or September 30, 2003 December 31, 2002
Industry Shares at ------------------ -----------------
(1) Investment September 30, Cost Fair Cost Fair
Company Position Date 2003 Basis Value Basis Value
- ------------- -------- ---------- ------------ ----- ----- ----- -----
Equity Investments
- ------------------
Communication
- -------------
4.1% and 7.0% at September 30, 2003, and December 31, 2002, respectively
- -----------------------------------------------------------------------
iVillage Inc. Common 1996-
shares 2000 60,848 $ 411,165 $ 135,082 $ 411,165 $ 57,197
WorldRes.com, Inc. Common 1997-
(a) (b) shares 1999 155,918 619,687 46,775 619,687 46,775
WorldRes.com, Inc. Convertible
(a) (b) note (2) 2002 $79,500 -- -- 84,775 8,476
--------- --------- --------- ---------
1,030,852 181,857 1,115,627 112,448
--------- --------- --------- ---------
Environmental
- -------------
35.2% and 50.8% at September 30, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------------
SunPower
Corporation Common 1990-
(a) (b) shares 1994 1,165,217 1,179,051 1,514,782 1,179,051 757,391
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
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) 2002 $52,000 54,281 54,281 52,960 52,960
Triangle
Biomedical Common
Sciences, Inc.(a) shares 1999 366 10,248 0 10,248 0
Triangle Common share
Biomedical warrant
Sciences, Inc.(a) at $28.00;
expiring
2009 1999 366 366 0 366 0
--------- --------- --------- ---------
1,243,946 1,569,063 1,242,625 810,351
--------- --------- --------- ---------
Medical/Biotechnology
- ---------------------
13.4% and 16.5% at September 30, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------------
Corautus Genetics
Inc. (formerly
GenStar
Therapeutics
Corporation) Common
(b)(c) shares 1999 62,624 320,242 179,730 320,242 70,138
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Corautus Genetics Common
Inc. (formerly share
GenStar warrants at
Therapeutics $0.30-$0.74;
Corporation)(b) expiring 1998-
2005-2006 1999 41,667 0 48,333 0 1,667
Hemoxymed, Inc.
(formerly
Molecular
Geriatrics Common
Corporation) (a) shares 1993 15,528 125,000 3,494 125,000 854
Periodontix, Preferred
Inc. (a) shares 1998 106,122 0 0 259,999 0
Periodontix, Convertible
Inc. (a) note (2) 1999 $37,000 0 0 48,054 947
Physiometrix, Common
Inc. shares 1996 126,791 53,793 316,978 53,793 69,735
Sanarus Medical, Preferred 1999-
Inc. (a) (b) shares 2001 138,531 215,000 47,906 215,000 119,766
Sanarus Preferred
Medical, share
Inc. (a) (b) warrants
at exercise
price TBD;
expiring
2006 2001 55 54 10 54 27
Sanarus
Medical, Convertible
Inc. (a) (b) note (2) 2003 $9,395 9,642 1,928 -- --
--------- --------- --------- ---------
723,731 598,379 1,022,142 263,134
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Microelectronics
- ----------------
0.0% and 2.7% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------------------------------------------
KOR Electronics, Preferred 1989-
Inc. (a) (b) shares 1995 0 0 0 1,130,390 42,390
--------- --------- --------- ---------
0 0 1,130,390 42,390
--------- --------- --------- ---------
Retail Consumer Products
- ------------------------
6.7% and 0.0% at September 30, 2003, and December 31, 2002, respectively
- ------------------------------------ -----------------------------------
Dakota Holdings, Preferred
LLC shares 2003 1,943,314 750,000 300,000 -- --
--------- --------- --------- ---------
750,000 300,000 -- --
--------- --------- --------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
6.6% and 19.2% at September 30, 2003, and December 31, 2002, respectively
- --------------------------------------------------------------------------
El Dorado Ltd.
Ventures III, L.P.Partnership
(a) interests various $250,000 212,460 11,996 212,460 24,739
Medical Science Ltd.
Partners, L.P. Partnership
(a) interests various $500,000 187,246 93,623 187,246 93,623
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Newtek Ltd.
Ventures II, L.P. Partnership
(a) interests various $859,914 330,328 165,164 330,328 165,164
Onset Enterprises Ltd.
Associates, L.P. Partnership
(a) interests various $500,000 45,000 22,500 45,000 22,500
Utah Ventures Ltd.
Limited Partnership
Partnership (a) interests various $250,000 41,123 0 41,123 742
--------- --------- --------- ---------
816,157 293,283 816,157 306,768
--------- --------- --------- ---------
Total equity investments - 66.1% and 96.2% at
September 30, 2003, and December 31, 2002,
respectively 4,564,686 2,942,582 5,326,941 1,535,091
--------- --------- --------- ---------
Notes Receivable, Net
- ---------------------
Avalon Vision Secured
Solutions, Inc. note, 16%,
due 2004 1999 $11,676 13,896 2,779 13,044 2,607
--------- --------- --------- ---------
Total notes receivable - 0.1% and 0.2% at
September 30, 2003, and December 31, 2002,
respectively 13,896 2,779 13,044 2,607
--------- --------- --------- ---------
Total investments - 66.1% and 96.4% at
September 30, 2003, and December 31, 2002,
respectively $4,578,582 $2,945,361 $5,339,985 $1,537,698
========= ========= ========= =========
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
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 is 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 09/30/03 and 12/31/02.
(2) The Partnership has no income-producing equity investments except for convertible notes,
which include accrued interest. Interest rates on such notes are between 3.21 percent and
8.25 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
2003 2002 2003 2002
------ ------ ------ ------
Investment income:
Notes receivable interest $ 3,370 $ 3,289 $ 10,083 $ 23,481
Short-term investment interest 58 61 557 2,304
--------- --------- --------- ---------
Total investment income 3,428 3,350 10,640 25,785
Investment expenses:
Management fees 8,867 8,514 20,175 28,474
Individual General Partners' compensation 10,000 12,500 30,000 28,500
Investment operations 23,573 21,229 116,015 128,886
Administrative and investor services 360,670 137,545 710,696 747,381
Professional fees 34,422 19,871 147,010 94,382
Computer services 37,829 17,635 70,900 78,112
Interest expense 3,818 -- 11,860 10,484
--------- --------- --------- ---------
Total investment expenses 479,179 217,294 1,106,656 1,116,219
--------- --------- --------- ---------
Net investment loss (475,751) (213,944) (1,096,016) (1,090,434)
--------- --------- --------- ---------
STATEMENTS OF OPERATIONS (unaudited) (continued)
- -----------------------------------------------
Realized gain on sale of equity
investments 1,576,193 -- 1,576,193 --
Realized gain from venture capital
limited partnership investments 1,986 18,036 13,483 18,036
Realized gain from recovery of investments
previously written off -- 228,125 -- 228,125
Realized loss from investment write-off -- (4,723,610) -- (4,848,610)
--------- --------- --------- ---------
Net realized income (loss) 1,578,179 (4,477,449) 1,589,676 (4,602,449)
--------- --------- --------- ---------
Decrease (increase) in unrealized
depreciation:
Equity investments 426,466 35,902 2,169,746 (1,283,399)
Notes receivable (382) 4,723,375 (680) 4,878,332
--------- --------- --------- ---------
Net decrease (increase) in
unrealized depreciation 426,084 4,759,277 2,169,066 3,594,933
--------- --------- --------- ---------
Other income -- -- 193,630 666,667
--------- --------- --------- ---------
Net increase (decrease) in partners'
capital resulting from operations $ 1,528,512 $ 67,884 $ 2,856,356 $(1,431,283)
========= ========= ========= =========
Net increase (decrease) in partners'
capital resulting from
operations per Unit $ 3.06 $ 0.05 $ 0.00 $ (3.03)
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Nine Months
Ended September 30,
-------------------
2003 2002
------ ------
Net increase (decrease) in
partners' capital resulting
from operations $2,856,557 $(1,431,283)
Adjustments to reconcile increase
(decrease) in partners' capital
resulting from operations to net
cash used by operating activities:
Realized loss from venture capital
limited partnership investments (13,484) (18,036)
Realized loss from the sale of
equity investments 1,130,389 --
Realized loss from investment
write-off 310,268 4,848,610
Realized gain from recovery of
investments previously written off -- (228,125)
Net (decrease) increase in
unrealized depreciation:
Equity investments (2,169,746) 1,283,399
Notes receivable 680 (4,878,332)
Decrease in accrued interest on
notes receivable 640 350
Decrease in prepaid expenses 30,033 --
(Increase) in other receivable (13,569) (666,667)
Decrease in due to related parties (706,341) (232,668)
Decrease in accounts payable
and accrued expenses (14,361) (55,049)
Other changes, net 13,061 6,023
--------- ---------
Net cash provided (used) by operating
activities 1,424,127 (1,371,778)
--------- ----------
STATEMENTS OF CASH FLOWS (unaudited)(continued)
- ----------------------------------------------
Cash flows from investing activities:
Purchase of equity investments (759,395) (79,500)
Repayments of notes receivable 79,500 125,000
Distributions from venture capital
limited partnership investments -- 18,036
Proceeds from recovery of investments
previously written off 13,484 228,125
--------- ---------
Net cash provided by investing
activities (666,411) 291,661
--------- ---------
Cash flows from financing activities:
Proceeds from short-term borrowings -- 1,147,180
--------- ---------
Net cash provided by
financing activities -- 1,147,180
--------- ---------
Net increase in cash and cash
equivalents 757,716 67,063
Cash and cash equivalents at
beginning of year 22,739 11,967
--------- ---------
Cash and cash equivalents
at September 30 $ 780,455 $ 79,030
========= =========
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 in the United States of America. These statements
should be read in conjunction with the Annual Report on Form 10-K for the
year ended December 31, 2002. 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. 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 of America, which may not
equate to tax accounting. The cost of investments on a tax basis at
September 30, 2003, and December 31, 2002, was $3,834,057 and $7,412,871,
respectively. At June 30, 2003, and December 31, 2002, gross unrealized
depreciation on investments based on cost for federal income tax purposes was
as follows:
September 30, December 31,
2003 2002
------------ ------------
Unrealized appreciation $ 697,728 $ 46,940
Unrealized depreciation (1,885,796) (5,922,113)
--------- ---------
Net unrealized depreciation $(1,188,068) $(5,875,173)
========= =========
3. 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, 2003 and 2002, were as follows:
2003 2002
-------- --------
Management fees $ 20,175 $ 28,474
Individual General Partners' compensation 30,000 28,500
Reimbursable operating expenses 889,245 786,772
Certain reimbursable expenses have been accrued based upon interim estimates
prepared by the Managing General Partners and are adjusted to actual
periodically. There were $428,698 due from related parties and $282,288 due
to related parties at September 30, 2003, and December 31, 2002,
respectively, for such expenses.
Management fees due to the Managing General Partners were $4,645 at September
30, 2003, and were netted against due from related parties. At December 31,
2002, there was $3,338 due to the Managing General Partners. This was
included in due to related parties as of December 31, 2002.
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, 2003, the Partnership and affiliated partnerships
had an indirect interest in non-transferable Sanarus Medical, Inc.,
Physiometrix, Inc., Endocare, Inc. and Corautus Genetics Inc. (formerly
GenStar Therapeutics Corporation) options with a fair value of $28,349.
Retention bonuses were offered to and accepted by key employees of the
Managing General Partners in late 2002. The expense for these bonuses, which
were approved by the Individual General Partners during the September 2002
Management Committee meeting, was prepaid by the Partnership in October and
December 2002. The amount of prepaid operating expenses was $186,180. The
bonuses, incremented by annual salary increases, will be paid to those
individuals who are still full-time employees of the Managing General
Partners in April 2007. The expense for the bonus is recognized ratably over
the beneficial period, October 2002 to April 2007. As of September 30, 2003,
the Partnership has recognized expense of $30,033. Upon the resignation of
personnel, no adjustment to the retention bonus amount previously paid by the
Partnership to the Managing General Partners shall occur until a replacement
person is hired.
4. 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, 2003, and December 31, 2002, marketable equity securities
had aggregate costs of $464,958, and aggregate market values of $452,080 and
$126,932, respectively. The net unrealized losses at September 30, 2003, and
December 31, 2002, included gross gains of $284,333 and $15,942,
respectively.
Restricted Securities
- ---------------------
At September 30, 2003, and December 31, 2002, restricted securities had
aggregate costs of $4,140,142 and $4,861,983, respectively, and aggregate
fair values of $2,530,936 and $1,408,159, respectively, representing 56.81
percent and 88.2 percent, respectively, of the net assets of the Partnership.
Significant purchases or sales of equity investments during the nine months
ended September 30, 2003, were as follows:
Dakota Holdings, LLC
- --------------------
In August 2003, the Partnership purchased 1,943,314 Preferred shares of
Dakota Holdings, LLC, for $750,000.
KOR Electronics, Inc.
- ---------------------
In August 2003, KOR Electronics, Inc. repurchased 3,048,780 of the
Partnership's Preferred shares for proceeds of $2,500,000. Subsequent to the
end of the third quarter, KOR Electronics repurchased the Partnership's
remaining holdings, 522,244 Series E Preferred shares and 670,036 common
shares, for additional proceeds of $516,849.
Periodontix, Inc.
- -----------------
In September 2003, the Partnership wrote off its entire investment of
$310,267 in Periodontix, Inc., a private portfolio company in the
pharmaceuticals industry. In 2001, Periodontix, Inc.'s assets were acquired
by Demegen, Inc., a publicly traded company in the pharmaceuticals industry.
In 2003, Demegen, Inc. was unsuccessful in efforts to raise additional
capital and, in April 2003, terminated its registration under Section 42(g)
of the Securities Exchange Act of 1934 by filing a Form 15 with the SEC. The
Partnership expects no return on its initial investment.
Sanarus Medical, Inc.
- --------------------
The Partnership funded a convertible secured loan of $9,395 to Sanarus
Medical, Inc. in April 2003. This note bears interest at 6 % and matures in
April 2004.
WorldRes.com, Inc.
- ------------------
During the third quarter of 2003, WorldRes.com, Inc. repaid a convertible
note issued by the Partnership. The Partnership received $88,076, including
accrued interest on the note.
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, 2002, Form 10-K.
5. Notes Receivable
----------------
Activity from January 1 through September 30 consisted of:
2003 2002
-------- -------
Balance at January 1 $2,607 $ 109,551
Repayment of notes receivable -- (125,000)
Write-off of notes receivable -- (4,848,610)
Change in interest receivable 852 (7,742)
Net (increase) decrease in unrealized
depreciation notes receivable (680) 4,878,332
----- ---------
Balance at September 30 $2,779 $ 6,531
===== =========
The interest rate on the note receivable at September 30, 2003, was 16
percent. The note is due in 2004.
6. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at September 30, 2003, and December 31, 2002,
consisted of:
2003 2002
------- ------
Demand accounts $782,395 $21,398
Money market accounts (1,940) 1,341
------- ------
Total $780,455 $22,739
======= ======
7. Other Receivables
-----------------
As of September 30, 2003, other receivables consisted of an advance made to
Dakota Holdings, LLC (DHL). On behalf of DHL, the Partnership had advanced
$712,435 to Dakota Arms, Inc. (DAI), a wholly owned subsidiary of DHL, for
expenses.
8. Term Borrowings
---------------
In January 2002, the Partnership borrowed $562,968 and $584,212 from a
financial institution and pledged its shares in Endocare, Inc. and Corautus
Genetics Inc. (formerly GenStar Therapeutics Corporation) as collateral,
respectively. When the value of Endocare, Inc. dropped below 10 percent of
the face value of the note as of December 31, 2002, the note was in default.
As a result, the financial institution that issued the note in exchange for
the Partnership's pledge of Endocare, Inc. shares was now entitled to own the
Endocare, Inc. shares. With the release of the shares to the financial
institution as of December 31, 2002, the Partnership's obligation to satisfy
the note was fulfilled and the Partnership recorded income of $571,478, which
included the value of the note and accrued interest payable of $8,510. The
Partnership also recorded a loss on the sale of equity investments as of
December 31, 2002, of $163,874 due to the release of the Endocare, Inc.
shares. The remaining 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,
2003, there were no 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 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. The Partnership recognized revenue and a
receivable of $666,667 as of February 12, 2002, for its proportionate share
of the award. Kanematsu immediately filed a petition to vacate the award,
and on October 9, 2002, the United States District Court issued an order
confirming the arbitration award. Kanematsu appealed the order but in early
November 2002 paid a forbearance fee of $200,000 in exchange for an option to
settle all liabilities. On November 29, 2002, Kanematsu agreed to settle for
$3,999,999. A decision on the allocation of the proceeds between the
Partnership, affiliates and co-investor was reached in January 2003; however,
a dispute regarding the legal fees arose. The Partnership received $774,298
on February 13, 2003, which represented its proportionate share of the
settlement, less disputed legal fees, plus accrued interest. The Partnership
recognized the additional revenue and receivable of $107,631 at December 31,
2002. In March 2003, the law firm remitted $193,830, the remaining amount of
the award, to the Partnership.
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,
-------------------
2003 2002
------ ------
(all amounts on a per Unit basis)
Net asset value, beginning of period $1.24 $6.57
(Loss) income from investment operations:
Net investment loss -- (0.85)
Net realized and unrealized (loss) on
investments -- (2.18)
---- ----
Total from investment operations -- (3.03)
---- ----
Net asset value, end of period $1.24 $3.54
==== ====
Total return 0.0% (46.14)%
Ratios to average net assets:
Net investment loss 0.0% (16.76)%
Expenses 221.32% 55.19%
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 net asset values shown above assume the Partnership is
in liquidation. Upon liquidation, the General Partners would contribute
capital equal to the amount of the Limited Partners' deficit. As of September
30, 2003 and 2002, the General Partners have a negative capital balance of
$900,444 and $3,648,828, respectively. Upon liquidation, the General Partners
would be required to contribute cash equal to the net asset value less the
General Partners' negative capital balance. At September 30, 2003 and 2002,
the cash the General Partners would be required to contribute equaled $0 and
$250,591, respectively. Net asset value has been calculated in accordance
with this provision of the Partnership Agreement.
Item 2. 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 included in the
Partnership's Form 10-K for the year ended December 31, 2002.
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, 2003, net cash provided by
operating activities totaled $1,424,127. The Partnership paid management
fees of $18,868 to the Managing General Partners and reimbursed related
parties for other investment expenses of $1,566,860. In addition, $30,000
was paid to the Individual General Partners as compensation for their
services. The Partnership paid other investment expenses of $168,537.
Interest income of $11,280 and other income of $13,569 was received.
Cash and cash equivalents at September 30, 2003, were $780,455. Future
proceeds from investment sales and 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 $1,528,512
for the three months ended September 30, 2003, compared to a net increase in
partners' capital resulting from operations of $67,884 for the same period in
2002.
Net unrealized depreciation on equity investments was $1,622,104 at September
30, 2003, compared to net unrealized depreciation of $2,826,119 at September
30, 2002. During the quarter ended September 30, 2003, the Partnership
recorded a decrease in net unrealized depreciation on equity investments of
$426,466 compared to a decrease in net unrealized depreciation of $35,902
during the same period in 2002. The change in 2003 was due to the increase
in the fair value of privately held companies in the environmental and
medical/biotechnology industries. The change in 2002 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.
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.
Total investment expenses were $479,179 and $217,294 for the quarters ended
September 30, 2003 and 2002, respectively. The increase was primarily due to
increased professional fees, computer services, and administrative services.
During the quarter ended September 30, 2003, there were realized gains from
venture capital limited partnership investments of $1,986. During the same
period in 2002, the Partnership realized gains of $18,036 from distributions
from its venture capital limited partnership investments.
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 increase in partners' capital resulting from operations was $2,856,556
for the nine months ended September 30, 2003, compared to a net decrease in
partners' capital resulting from operations of $1,431,283 for the same period
in 2002.
There were no realized losses from investment write-offs during the nine
months ended September 30, 2003. During the same period in 2002, realized
loss from investment write-offs totaled $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 had been determined
by the Managing General Partners that there would be no recovery on the notes
after the company ceased operations; therefore, the cost of these notes were
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.
Net unrealized depreciation on equity investments was $1,622,104 at September
30, 2003, compared to net unrealized depreciation of $3,791,850 at December
31, 2002. During the nine months ended September 30, 2003, the Partnership
recorded an increase in net unrealized depreciation on equity investments of
$2,169,746 compared to an increase in net unrealized depreciation of
$1,283,399 during the same period in 2002. The change in 2003 was due to the
increase in the fair values of privately held companies in the environmental
and medical/biotechnology industries. The change in 2002 was primarily
attributable to decreases in the publicly traded prices companies in the
medical/biotechnology industries.
Other income of $193,630 and $666,667 was recognized during the nine months
ended September 30, 2003 and 2002, respectively. This was the result of a
settlement between Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, and the Partnership. See Note 9.
Total investment expenses were $1,106,656 and $1,116,219 for the nine months
ended September 30, 2003 and 2002, respectively. The decrease was primarily
due to decreased investment monitoring, computer services, and administrative
services, partially offset by increased professional fees.
Net unrealized depreciation on notes receivable was $11,117 and $10,437 at
September 30, 2003, and December 31, 2002, respectively. During the nine
months ended September 30, 2003, the net increase in unrealized depreciation
of notes receivable was $680. During the nine months ended September 30,
2002, the net decrease in unrealized depreciation of notes receivable of
$4,878,332 was primarily attributable to the write-off of notes receivable
from Sutmyn Storage Corporation.
During the nine months ended September 30, 2003, there were realized gains
from venture capital limited partnership investments of $13,484. During the
same period in 2002, the Partnership recorded net realized gains from venture
capital limited partnership investments of $18,036.
Given the inherent risk associated with the business of the Partnership, the
future performance of the portfolio company investments may significantly
impact future operations.
Item 3. Procedures and Controls
The undersigned is responsible for establishing and maintaining disclosure
controls and procedures for Technology Funding Venture Partners IV, An
Aggressive Growth Fund, 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 Venture Partners IV, An
Aggressive Growth Fund, L.P.'s disclosure controls and procedures are
effective to ensure that information required to be disclosed by Technology
Funding Venture Partners IV, An Aggressive Growth Fund, L.P. in this report
is accumulated and communicated to Technology Funding Venture Partners IV, An
Aggressive Growth Fund, 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 Venture Partners IV, An Aggressive Growth Fund,
L.P.'s internal controls or other factors that could significantly affect
such controls subsequent to the date of their evaluation other than changes
needed to maintain adequate separation of duties and responsibilities of
personnel in the ordinary course of business, 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
Venture Partners IV, An Aggressive Growth Fund, 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, 2003 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) A report on Form 8-K was filed by the Partnership during the
six months ended June 30, 2003. Pursuant to Article 6 of the Partnership
Agreement for Technology Funding Venture Partners IV, An Aggressive
Growth Fund, L.P., the Partnership Agreement had been amended. The
corrected Amended and Restated Limited Partnership Agreement is included
in the 8-K filed on January 8, 2003.
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, 2003 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 Venture Partners IV, An
Aggressive Growth Fund, L.P. (the Partnership) Quarterly Report on Form 10-
Q for the period ending September 30, 2003, 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, 2003 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
Technology Funding Venture Partners IV, L.P. 11/14/2003
11:44 AM
(a Delaware limited partnership)
Page 1 of 29
Technology Funding Partners IV, L.P.
(a Delaware limited partnership)