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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 March 31, 2004
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)
March 31, December 31,
2004 2003
----------- ------------
ASSETS
Investments:
Equity investments (cost of
$4,246,814 and $4,624,650 as of March
31, 2004, and December 31, 2003,
respectively) $3,083,549 $3,036,554
Cash and cash equivalents 193,677 109,664
Prepaid expenses 130,192 140,203
Receivables from related party 1,705,775 811,609
Other receivables -- 68,323
Other assets 2,227 2,994
--------- ---------
Total assets $5,115,420 $4,169,347
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 17,763 $ 40,754
Due to related parties 1,906,257 428,370
Short-term borrowings 584,212 584,212
Other liabilities 28,386 24,595
--------- ---------
Total liabilities 2,536,618 1,077,931
Commitments and contingencies (See Note 8)
BALANCE SHEETS (continued)
- --------------------------
Partners' capital
Limited Partners
(400,000 Units outstanding) 4,904,967 5,412,454
General Partners (2,326,165) (2,321,038)
--------- ---------
Total partners' capital 2,578,802 3,091,416
--------- ---------
Total liabilities and partners' capital $5,115,420 $4,169,347
========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or March 31, 2004 December 31, 2003
Industry Shares at ---------------- -----------------
(1) Investment March 31, Cost Fair Cost Fair
Company Position Date 2004 Basis Value Basis Value
- ------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Communication
- -------------
1.80% and 4.0% at March 31, 2004, and December 31,2003 respectively
- ------------------------------------------------------------------
iVillage, Inc. Common 1996-
shares 2000 -- $ -- $ -- $ 47,916 $ 105,130
WorldRes.com, Inc. Common 1997-
(a) (b) shares 1999 155,918 619,687 46,775 619,687 46,775
--------- --------- --------- ---------
619,687 46,775 667,603 151,905
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Environmental
- -------------
60.9% and 41.4% at March 31, 2004, and December 31, 2003 respectively
- ---------------------------------------------------------------------
SunPower
Corporation Common 1990-
(a) (b) shares 1994 1,165,217 1,179,051 1,514,780 1,179,051 1,514,780
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 55,110 55,110 54,702 54,702
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
--------- --------- --------- ---------
1,244,775 1,569,890 1,244,367 1,569,482
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Medical/Biotechnology
- ---------------------
40.3% and 19.0% at March 31, 2004, and December 31, 2003, respectively
- ----------------------------------------------------------------------
Corautus Genetics Common
Inc. (b)(c) shares 1999 62,624 320,242 419,579 320,242 140,903
Corautus Genetics Common share
Inc. (b) warrants at
$0.30-$0.74;
expiring 1998-
2005-2006 1999 41,667 0 136,667 0 28,571
Applied
NeuroSolutions, Common
Inc. (a) shares 1993 15,528 125,000 4,503 125,000 4,659
Physiometrix, Common
Inc. shares 1996 126,791 53,793 209,205 53,793 278,940
Sanarus Medical, Preferred 1999-
Inc. (a) (b) shares 2003 774,463 647,434 268,787 647,434 268,787
Sanarus Preferred
Medical, share
Inc. (a) (b) warrants
at exercise
price TBD;
expiring
2006 2001 55 54 22 54 22
--------- --------- --------- ---------
1,146,523 1,038,763 1,146,523 721,882
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS (continued)
- -------------------------------------------
Retail / Consumer Products
- --------------------------
11.6% and 7.9% at March 31, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------
Dakota Preferred
Holdings, LLC (a) shares 2003 1,943,314 750,000 300,000 750,000 300,000
-------- --------- --------- ---------
750,000 300,000 750,000 300,000
-------- --------- --------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
5.0% and 7.7% at March 31, 2004, and December 31, 2003, respectively
- ----------------------------------------------------------------------
El Dorado Ltd.
Ventures III, L.P.Partnership
(a) interests various $250,000 212,460 11,998 212,460 11,998
Medical Science Ltd.
Partners, L.P. Partnership
(a) interests various $500,000 187,246 93,623 187,246 93,623
Newtek Ltd.
Ventures II, L.P. Partnership
(a) interests various $859,914 -- -- 330,328 165,164
Onset Enterprises Ltd.
Associates, L.P. Partnership
(a) interests various $500,000 45,000 22,500 45,000 22,500
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Utah Ventures Ltd.
Limited Partnership
Partnership (a) interests various $250,000 41,123 0 41,123 0
--------- --------- --------- ---------
485,829 128,121 816,157 293,285
--------- --------- --------- ---------
Total investments - 119.60% and 80.1% at
March 31, 2004, and December 31, 2003,
respectively $4,246,814 $3,083,549 $4,624,650 $3,036,554
========= ========= ========= =========
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 03/31/04 and 12/31/03.
(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 Ended March 31,
------------------------------------
2004 2003
-------- --------
Investment income:
Notes receivable interest $ 416 $ 3,343
Short-term investment interest 467 201
------- -------
Total investment income 883 3,544
Investment expenses:
Management fees 10,423 6,289
Individual General Partners'
compensation 12,125 10,000
Investment operations 152,589 69,146
Administrative and investor services 622,108 214,743
Professional fees 14,890 80,117
Computer services 38,777 16,875
Interest expense 3,791 4,129
------- -------
Total investment expenses 854,703 401,299
------- -------
Net investment loss (853,820) (397,755)
------- -------
Realized gain from recovery of
investments previously written off 98,111 --
Realized gain from sales of equity
investments 148,599 --
Realized loss from venture capital
limited partnership write-off (330,335) --
Realized gain from venture capital
limited partnership investments -- 742
------- -------
Net realized (loss) income (83,625) 742
------- -------
Decrease (increase) in
unrealized depreciation:
Equity investments 424,831 (30,960)
Notes receivable -- (373)
------- -------
STATEMENTS OF OPERATIONS (unaudited)(continued)
- ----------------------------------------------
Net decrease (increase) in
unrealized depreciation 424,831 (31,333)
------- -------
Total other income -- 193,830
------- -------
Net decrease in partners' capital
resulting from operations $(512,614) $(234,516)
======= =======
Net decrease in partners' capital
resulting from operations
per Unit $ (1.27) $ (0.47)
======= =======
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Three Months Ended March 31,
-----------------------------------
2004 2003
---------- ----------
Net decrease in partners' capital
resulting from operations $ (512,614) $(234,516)
Adjustments to reconcile decrease
in partners' capital resulting
from operations to net cash (used)
provided by operating activities:
Realized gain from venture capital
limited partnership investments -- (742)
Net realized gain on the sale of
equity investments (148,599) --
Net realized gain on the recovery
of investments previously written off (98,111) --
Net realized loss from the write off
of venture capital limited
partnership investments 330,335 --
Net (increase) decrease in unrealized
depreciation of equity investments (424,831) 30,960
Net changes in operating assets and
liabilities:
Unrealized depreciation of
notes receivable -- 373
Accrued interest on notes receivable (416) (3,345)
Prepaid expenses 10,011 10,011
Other receivable (825,843) 580,468
Due to related parties 1,477,887 (269,679)
Accounts payable and accrued
expenses (22,991) (4,803)
Other changes, net 4,558 150
--------- -------
Net cash (used) provided by
operating activities (210,614) 108,877
--------- -------
STATEMENTS OF CASH FLOWS (unaudited)(continued)
- ----------------------------------------------
Cash flows from investing activities:
Proceeds from venture capital
limited partnership investments -- 742
Proceeds from the sale of equity
investments 196,516 --
Proceeds from the recovery of investments
previously written off 98,111 --
--------- -------
Net cash provided by investing
activities 294,627 742
--------- -------
Net increase in cash and cash
equivalents 84,013 109,619
Cash and cash equivalents at
beginning of year 109,664 22,739
--------- -------
Cash and cash equivalents
at March 31 $ 193,677 $ 132,358
========= =======
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, 2003. 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 certified
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 of America, which may
not equate to tax accounting. The cost of investments on a tax basis at
March 31, 2004, and December 31, 2003, was $4,180,840 and $4,627,328,
respectively. At March 31, 2004, and December 31, 2003, gross unrealized
depreciation on investments based on cost for federal income tax purposes
was as follows:
March 31, December 31,
2004 2003
------------ ------------
Unrealized appreciation $ 756,478 $ 677,195
Unrealized depreciation (1,853,759) (2,267,967)
--------- ---------
Net unrealized depreciation $(1,097,281) $(1,590,772)
========= =========
New Accounting Pronouncements
- -----------------------------
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires
a guarantor to recognize a liability at the inception of the guarantee for
the fair value of obligations it has assumed under that guarantee and also
requires more detailed disclosure in its financial statements with respect
to such guarantees. FIN 45 is effective for guarantees issued or modified
after December 31, 2002, and requires additional disclosure for existing
guarantees. The adoption of FIN 45 did not have a material effect on the
Partnership's results of operation or financial position.
In December 2003, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 03-4 (SOP 03-4), "Reporting Financial
Highlights and Schedule of Investments by Nonregistered Investment
Partnerships: An Amendment to the Audit and Accounting Guide 'Audits of
Investment Companies' (the Guide) and AICPA Statement of Position 95-2 (SOP
95-2), 'Financial Reporting by Nonpublic Investment Partnerships.'" SOP
03-4 provides guidance on the application of certain provisions in the
Accounting Guide and SOP 95-2 that are directed to the reporting by
nonregistered investment partnerships of financial highlights and the
schedule of investments. It amends certain provisions of the Guide and SOP
95-2 by adapting those provisions to nonregistered investment partnerships
based on their differences in organizational structures from registered
investment companies. SOP 03-4 is effective for annual financial statements
issued for fiscal years ending after December 15, 2003. The adoption of
SOP 03-4 did not have a material effect on the Partnership.
4. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Operations. Related party costs for the three months ended
March 31, 2004 and 2003, were as follows:
2003 2002
-------- --------
Management fees $ 10,423 $ 6,289
Individual General Partners' compensation 12,125 10,000
Reimbursable operating expenses 811,048 232,613
Certain reimbursable expenses have been accrued based upon interim
estimates prepared by the Managing General Partners and are adjusted to
actual periodically. There were $1,906,257 due to related parties and
$428,370 due to related parties at March 31, 2004, and December 31, 2003,
respectively, for such expenses.
Management fees due to the Managing General Partners and included in due to
related parties, were $23,625 and $13,202 at March 31, 2004, and December
31, 2003, respectively.
As of March 31, 2004 and December 31, 2003, the partnership has a due from
related party receivable of $1,705,775 and $811,069, respectively, related
to its investment in Dakota Holdings, LLC. The Partnership has advanced
funds to the company for operations. It is the Managing General Partners'
expectation that this receivable will be converted into additional equity
investments in Dakota Holdings.
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 March 31, 2004, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Sanarus Medical,
Inc., Physiometrix, Inc., and Corautus Genetics Inc. options with a fair
value of $33,149.
Retention bonuses were offered to and accepted by key employees of the
Managing General Partners during 2002. 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 March 31, 2004, the Partnership has recognized expense
of $10,011. 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.
5. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
At March 31, 2004, and December 31, 2003, marketable equity securities had
aggregate costs of $53,793 and $101,709, and aggregate fair market values
of $209,205 and $384,070, respectively. The net unrealized losses at March
31, 2004, and December 31, 2003, included gross gains of $155,412 and
$283,562, respectively.
Restricted Securities
- ---------------------
At March 31, 2004, and December 31, 2003, restricted securities had
aggregate costs of $4,193,021 and $4,522,941, respectively, and aggregate
fair values of $2,874,345 and $2,652,484, respectively, representing 56.2
percent and 63.6 percent, respectively, of the net assets of the
Partnership.
Significant purchases or sales of equity investments during the quarter
ended March 31, 2004, were as follows:
iVillage, Inc.
- --------------
The Partnership sold its entire investment in the company for proceeds of
$196,516, recording a realized gain of $148,599.
RedCell, Inc. (subsequently ConjuChem, Inc.)
- --------------------------------------------
The Partnership received $98,111 for payment of notes receivable from the
company that had been written off in 1998. The payment was recorded as a
realized gain. Prior to 1998, RedCell was acquired by another company, and
the new entity was renamed ConjuChem, Inc. However, the notes receivable
remained in RedCell's name. In February 2004, the remaining RedCell entity
sold ConjuChem shares it had acquired in the acquisition to repay its
remaining notes in full.
Newtek Ventures II, L.P.
- ------------------------
Newtek Ventures II, L.P., ceased operations on March 31, 2004, and the
Partnership expects a final distribution of shares in Newtek's remaining
portfolio companies, which will be recorded as a realized gain. As of
March 31, 2004, the Partnership wrote off a total of $330,335, representing
the remaining cost basis of the investment.
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, 2003, Form 10-K.
6. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at March 31, 2004, and December 31, 2003,
consisted of:
2004 2003
------- ------
Demand accounts $ (3,263) $108,397
Money market accounts 196,940 1,267
------- -------
Total $193,677 $109,664
======= =======
7. Short-term Borrowings
---------------------
In January 2002, the Partnership borrowed $1,147,180 from a financial
institution and pledged as collateral, the Partnership' shares in Endocare,
Inc. and GenStar Therapeutic Corporation (now Corautus Genetics Inc. after
a merger with another company in February 2003). On January 2002, the
value of Endocare, Inc. dropped below 10% of the face of the note,
resulting in the note being in default. As a result, the financial
institution that issued the note took ownership of the Endocare, Inc.
shares satisfying $585,000 of the term borrowings. The remaining note with
an outstanding balance of $612,519 at March 31, 2004, 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.
8. 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
March 31, 2004, there were no unfunded commitments.
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.
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-investors 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 Partnerships, affiliated and co-investor was reached in January
2003; however, 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.
9. Financial Highlights
--------------------
For The Three Months Ended March 31,
-----------------------------------
2004 2003
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $1.89 $6.57
(Loss) from investment operations:
Net investment loss (2.11) (0.41)
Net realized and unrealized
gain (loss) on investments .85 (0.06)
---- ----
Total from investment operations (1.26) (0.47)
---- ----
Net asset value, end of period $0.63 $6.10
==== ====
Total return (66.68)% (7.13)%
Ratios to average net assets:
Net investment loss (167.61)% (6.43)%
Expenses 169.48% 15.82%
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 March 31, 2004 and 2003, the General Partners have a
negative capital balance of $2,326,165 and $2,321,038, 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 March 31, 2004, no additional cash would be required to be
contributed, as the net asset value is greater than the General Partners'
negative capital balance. At March 31, 2003, the General Partners would be
required to contribute cash totaling $2,442,286. 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,
2003.
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.
The Partnership continues to experience decreases in partners' capital
resulting from overall market declines and from operations. For the three
months ended March 31, 2003, the Partnership incurred a net decrease in
partners' capital of $234,516. In addition, the Partnership's liquid
assets, including unrestricted marketable equity investments, are not
adequate to fund ongoing operations of the Partnership for 2003. These
factors, among others, raise substantial doubt about the Partnership's
ability to continue as a going concern. As a result, the Independent
General Partners have tasked the Managing General Partners with examining a
number of different options, including the possible early sale of some of
the Partnership's private holdings. The accompanying financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
During the three months ended March 31, 2004, net cash used by operating
activities totaled $210,614. The Partnership paid management fees of $0 to
the Managing General Partners and reimbursed related parties for operating
expenses of $159,416. In addition, $12,125 was paid to the Individual
General Partners as compensation for their services. The Partnership paid
other investment expenses of $39,540, and $28,307 was paid in interest on
short-term borrowings. Interest income of $467 was received.
Cash and cash equivalents at March 31, 2004, were $193,677. 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 decrease in partners' capital resulting from operations was $512,614
for the three months ended March 31, 2004, compared to a net decrease in
partners' capital resulting from operations of $234,516 for the same period
in 2003.
Other income of $0 and $193,830 was recognized during the quarters ended
March 31, 2004 and 2003, respectively.
Net unrealized depreciation on equity investments was $1,163,265 at March
31, 2004, compared to net unrealized depreciation of $3,822,810 at December
31, 2003. During the quarter ended March 31, 2004, the Partnership
recorded an decrease in net unrealized depreciation on equity investments
of $424,831 compared to an increase in net unrealized depreciation of
$30,960 during the same period in 2003. The change in both 2004 and 2003
was due to decreases in the publicly traded prices of the Partnership's
marketable equity securities.
During the quarter ended March 31, 2004, there were no realized gains from
venture capital limited partnership investments. During the same period in
2003, the Partnership realized gains of $742.
Total investment expenses were $854,703 and $401,299 for the quarters ended
March 31, 2004 and 2003, respectively. The increase was primarily due to
increased investment monitoring, computer services, and administrative
services, partially offset by decreased professional fees resulting from a
decrease in legal fees related to the Kanematsu legal proceedings.
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 4. Controls and Procedures
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.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed by the Partnership during
the quarter ended March 31, 2004.
SIGNATURES
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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: May 13, 2004 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.
Technology Funding Venture Partners IV, L.P.
(a Delaware limited partnership)
Page 1 of 24
Technology Funding Venture Partners IV, L.P.
(a Delaware limited partnership)