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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, 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
STATEMENTS OF NET ASSETS IN LIQUIDATION
- ---------------------------------------
(unaudited)
September 30, December 31,
2004 2003
------------- ------------
ASSETS
Investments:
Equity investments (cost of
$3,669,085 and $4,624,650 at
September 30, 2004, and
December 31, 2003, respectively) $4,469,053 $3,036,554
Cash and cash equivalents 124,360 109,664
Prepaid expenses -- 140,203
Due from related party -- 811,609
Other receivables -- 68,323
Other assets -- 2,994
--------- ---------
Total assets $4,593,413 $4,169,347
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 13,914 $ 40,754
Due to related parties 827,973 428,370
Accrued liquidation costs 820,040 --
Short-term borrowings 621,063 584,212
Other liabilities 104,053 24,595
--------- ---------
Total liabilities 2,387,043 1,077,931
Commitments and contingencies (See Note 9)
BALANCE SHEETS (continued)
- --------------------------
Partners' capital
Limited Partners
(400,000 Units outstanding) 4,704,417 5,412,454
General Partners (2,498,047) (2,321,038)
--------- ---------
Total partners' capital 2,206,370 3,091,416
--------- ---------
Total liabilities and partners' capital $4,593,413 $4,169,347
========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS IN LIQUIDATION
- ----------------------------------------
Principal
Amount or September 30, 2004 December 31, 2003
Industry Shares at ------------------ -----------------
(1) Investment September 30, Cost Fair Cost Fair
Company Position Date 2004 Basis Value Basis Value
- ------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Communication
- -------------
0.0% and 4.0% at September 30, 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 0 0 0 619,687 46,775
--------- --------- --------- ---------
0 0 667,603 151,905
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS IN LIQUIDATION (continued)
- --------------------------------------------------------------
Environmental
- -------------
128.9% and 41.4% at September 30, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------------
Cypress
Semiconductor Common 1994
(a) (b) shares 321,749 1,263,175 2,844,260 1,179,051 1,514,780
SunPower Common share
Corporation warrant
(a) (b) at $.06;
expiring
2005 2000 0 -- -- 0 0
SunPower
Corporation Convertible
(a) (b) note (2) 2002 $ 0 -- -- 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
--------- --------- --------- ---------
1,273,789 2,844,260 1,244,367 1,569,482
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS IN LIQUIDATION (continued)
- --------------------------------------------------------------
Medical/Biotechnology
- ---------------------
50.6% and 19.0% at September 30, 2004, and December 31, 2003, respectively
- --------------------------------------------------------------------------
Corautus Genetics Common 1999-
Inc. (b)(c) shares 2004 62,624 320,242 621,063 320,242 140,903
Corautus Genetics Common share
Inc. (b) warrants at
$2.10-$5.18;
expiring 1998-
2005-2006 1999 41,667 0 82,501 0 28,571
Applied
NeuroSolutions, Common
Inc. (a) shares 1993 0 -- -- 125,000 4,659
Physiometrix, Common
Inc. shares 1996 72,000 30,547 143,352 53,793 278,940
Sanarus Medical, Preferred 1999-
Inc. (a) (b) shares 2004 776,288 647,616 268,860 647,434 268,787
Sanarus Preferred
Medical, share
Inc. (a) (b) warrants
at exercise
price TBD;
expiring
2006 2001 55 54 22 54 22
--------- --------- --------- ---------
998,459 1,115,798 1,146,523 721,882
--------- --------- --------- ---------
STATEMENTS OF INVESTMENTS IN LIQUIDATION (continued)
- --------------------------------------------------------------
Retail / Consumer Products
- --------------------------
17.3% and 7.9% at September 30, 2004, and December 31, 2003, respectively
- -------------------------------------------------------------------------
Dakota Preferred
Arms, Inc. (a) shares 2004 41,430 72,503 29,001 -- --
Dakota LLC
Holdings, LLC (a) Units 2004 879,638 879,638 351,855 750,000 300,000
Lifestyle
Innovations, Inc. Preferred
(a) (b) shares 2004 2,314 0 23 -- --
Microbar, Inc. Preferred
(a) (b) shares 2004 0 0 0 -- --
Microbar, Inc. Common
(a) (b) shares 2004 0 0 0 -- --
-------- --------- --------- ---------
952,141 380,879 750,000 300,000
-------- --------- --------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
5.8% and 7.7% at September 30, 2004, and December 31, 2003, respectively
- ------------------------------------------------------------------------
El Dorado Ltd.
Ventures III, Partnership
L.P.(a) interests various $250,000 212,460 11,998 212,460 11,998
Medical Science Ltd.
Partners, L.P. Partnership
(a) interests various $500,000 187,236 93,618 187,246 93,623
Newtek Ltd.
Ventures II, L.P. Partnership
(a) interests various $859,914 0 0 330,328 165,164
STATEMENTS OF INVESTMENTS IN LIQUIDATION (continued)
- ----------------------------------------------------
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 0 0 41,123 0
--------- --------- --------- ---------
444,696 128,116 816,157 293,285
--------- --------- --------- ---------
Total investments - 202.6% and 98.2% at
September 30, 2004, and December 31, 2003,
respectively $3,669,085 $4,469,053 $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 09/30/04 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 3.21 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION (unaudited)
- --------------------------------------------------------------
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
2004 2003 2004 2003
------ ------ ------ ------
Investment income:
Notes receivable interest $ 420 $ 3,370 $ 1,253 $ 10,083
Short-term investment interest 12 58 489 557
--------- --------- --------- ---------
Total investment income 432 3,428 1,742 10,640
Investment expenses:
Management fees 9,705 8,867 32,917 20,175
Individual General Partners' compensation 10,500 10,000 40,625 30,000
Investment operations 80,672 23,573 261,265 116,015
Liquidation Expenses 820,040 -- 820,040 --
Administrative and investor services 331,950 360,670 1,162,367 710,696
Professional fees 28,260 34,422 59,682 147,010
Computer services 28,410 37,829 113,804 70,900
Interest expense 4,616 3,818 12,335 11,860
--------- --------- --------- ---------
Total investment expenses 1,314,153 479,179 2,503,035 1,106,656
--------- --------- --------- ---------
Net investment loss (1,313,721) (475,751) (2,501,293) (1,096,016)
--------- --------- --------- ---------
STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION (unaudited) (continued)
- --------------------------------------------------------------------------
Realized gain from recovery of
investments previously written off -- -- 98,111 --
Realized (loss) gain from sales of
equity investments (27,381) 1,576,193 121,218 1,576,193
Realized loss from venture capital
limited partnership write-off (41,124) -- (371,459) --
Realized loss from investment
write-off -- -- (619,687) --
Realized gain from venture capital
limited partnership investments -- 1,986 -- 13,483
--------- --------- --------- ---------
Net realized (loss) income (68,505) 1,578,179 (771,817) 1,589,676
--------- --------- --------- ---------
Increase (decrease)in unrealized
depreciation:
Equity investments 1,475,911 426,466 2,388,064 2,169,746
Notes receivable -- (382) -- (680)
--------- --------- --------- ---------
Net increase in unrealized depreciation 1,475,911 426,084 2,388,064 2,169,066
--------- --------- --------- ---------
Other income -- -- -- 193,630
--------- --------- --------- ---------
Net increase (decrease) in partners'
capital resulting from operations $ 93,685 $1,528,512 $ (885,046) $2,856,356
========= ========= ========= =========
Net increase (decrease) in partners'
capital resulting from operations
per Unit $ 0.19 $ 3.06 $ (1.77) $ 0.00
======= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Nine Months
Ended September 30,
-----------------------------
2004 2003
---------- ----------
Net (decrease) increase in partners'
capital resulting from operations $(885,046) $2,856,557
Adjustments to reconcile decrease
in partners' capital resulting
from operations to net cash (used)
provided by operating activities:
Realized loss from venture
capital limited partnership
investments -- (13,484)
Net realized (gain) loss on the sale
of equity investments (121,218) 1,130,389
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 371,459 --
Net realized loss from the write-off
of equity investments 619,687 310,268
Net increase in unrealized
depreciation of equity investments (2,388,064) (2,169,746)
Net changes in operating assets and
liabilities:
Unrealized depreciation of
notes receivable -- 680
Accrued interest on notes receivable (1,253) 640
Prepaid expenses 140,203 30,033
Other receivable 68,323 (13,569)
Due to related parties 1,211,212 (706,341)
Accounts payable and accrued
expenses 793,200 (14,361)
Other changes, net 82,452 13,061
------- ---------
Net cash (used) provided by
operating activities (207,156) 1,424,127
------- ---------
STATEMENTS OF CASH FLOWS (unaudited)(continued)
- ----------------------------------------------
Cash flows from investing activities:
Purchase of equity investments (230,490) (759,395)
Repayments of notes receivable -- 79,500
Proceeds from venture capital
limited partnership investments -- --
Proceeds from the sale of equity
investments 317,380 --
Proceeds from the recovery of investments
previously written off 98,111 13,484
------- ---------
Net cash provided by investing
activities 185,001 (666,411)
------- ---------
Cash flows from financing activities:
Short-term borrowings 36,851 --
------- ---------
Net cash provided by financing
activities 36,851 --
------- ---------
Net increase in cash and
cash equivalents 14,696 757,716
Cash and cash equivalents at
beginning of year 109,664 22,739
------- ---------
Cash and cash equivalents
at September 30 $ 124,360 $ 780,455
======= =========
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
income and loss for the periods presented. 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. Termination and Liquidation of the Partnership
----------------------------------------------
On September 28, 2004 the Independent General Partners voted to terminate
the Partnership and liquidate all of the assets of the Partnership. In
September of 2004, the Managing General Partners adopted a plan of
liquidation. In anticipation of the liquidation and dissolution, the
Independent General Partners, in September 2004, approved the retention of
an independent third party to value the Partnership's private holdings.
The Independent General Partners, acting as Trustee for the Partnership,
directed the Managing General Partners to sell the Partnership's publicly
traded holdings at the earliest possible time in light of existing market
conditions. As of October 31, 2004 all of the publicly traded holdings
have been liquidated. As of September 30, 2004 all of the Partnership's
holdings are valued at their estimated liquidation value. The Partnership
has also accrued approximately $820,000 of estimated liquidation and hold-
back costs including administrative and investor services, computer
services, record retention costs, professional fees and estimated legal
costs, as provided for in the Partnership Agreement. These costs are
recorded as accrued liquidation costs in the accompanying financial
statements and will be used to pay for all remaining costs of the
Partnership through final liquidation. Upon dissolution of the
Partnership, a final distribution will be made to the Partners.
3. Uncertain Future of the Partnership
-----------------------------------
As of September 30, 2004, the Partnership is in liquidation and will not
continue as a going concern. The accompanying interim financial statements
are shown on the liquidation basis, and as a result all amounts have been
adjusted to their estimated liquidation value. The Partnership has been
advised by its certified independent public accountants that should the
liquidation remain unresolved at year-end, their report on those financial
statements will be modified for that uncertainty.
4. 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, 2004, and December 31, 2003, was $3,644,234 and $4,627,328,
respectively. At September 30, 2004, and December 31, 2003, gross
unrealized depreciation on investments based on cost for federal income tax
purposes was as follows:
September 30, December 31,
2004 2003
------------- ------------
Unrealized appreciation $ 2,076,013 $ 677,195
Unrealized depreciation (1,281,745) (2,267,967)
--------- ---------
Net unrealized depreciation $ 794,268 $(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.
5. 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, 2004 and 2003, were as follows:
2004 2003
-------- --------
Management fees $ 32,917 $ 20,175
Individual General Partners' compensation 40,625 30,000
Reimbursable operating expenses 1,419,608 889,245
The Partnership reimburses the Managing General Partners for certain
operating expenses incurred in connection with the business of the
Partnership. Reimbursable operating expenses paid by the Managing General
Partners include expenses (other than organizational and offering expenses
and general partner overhead) such as administrative and investor services,
investment operations, and computer services. Certain reimbursable
expenses have been accrued based upon interim estimates prepared by the
Managing General Partners and are adjusted to actual periodically. There
were $827,973 and $428,370 due to related parties at September 30, 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 $46,119 and $13,202 at September 30, 2004, and
December 31, 2003, respectively.
As of September 30, 2004 and December 31, 2003, the Partnership has a due
from related party receivable of $0 and $811,069, respectively, related to
its investment in Dakota Holdings, LLC.
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, 2004, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Sanarus Medical,
Inc., and Physiometrix, Inc., options with a fair value of $2,279.
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. Due to
liquidation, as of September 30, 2004, the Partnership has fully amortized
the expense for the bonus and recognized an expense of $180,209.
6. 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, 2004, and December 31, 2003, marketable equity securities
had aggregate costs of $1,613,962 and $101,709, and aggregate fair market
values of $3,691,177 and $384,070, respectively. The net unrealized losses
at September 30, 2004, and December 31, 2003, included gross gains of
$2,077,215 and $283,562, respectively.
Restricted Securities
- ---------------------
At September 30, 2004, and December 31, 2003, restricted securities had
aggregate costs of $2,055,123 and $4,522,941, respectively, and aggregate
fair values of $777,876 and $2,652,484, respectively, representing 16.5
percent and 63.6 percent, respectively, of the total assets of the
Partnership.
Significant purchases or sales of equity investments during the nine months
ended September 30, 2004, were as follows:
Applied Neurosolutions Inc.
- ---------------------------
In September 2004, the Partnership sold its entire investment in the
company for proceeds of $2,309 and recorded a realized loss of $122,691.
Corautus Genetics Inc.
- ----------------------
In September 2004, the Partnership wrote-up the value of the Corautus
common shares to its estimated liquidation value, recognizing an unrealized
gain of $257,845. See Note 8. In October 2004, the Partnership exercised a
non-cash common stock warrant and received 14,550 common shares.
Cypress Semiconductor, Inc. (formally Sunpower Corp.)
- -----------------------------------------------------
In August 2004, the shareholders of Sunpower Corp. approved the sale of the
company to Cypress Semiconductor, Inc. (Cypress) As a result of the
transaction all shareholders of Sunpower Corp. are to receive shares of
Cypress at the close of the transaction, based on a specific formula using
the 20 day average price per share for Cypress on the day of the close. On
November 1, 2004, the transaction was completed and the Partnership
received 293,046 shares of Cypress. As of September 30, 2004, the
Partnership has valued its holdings in Sunpower Corp. at its estimated
liquidation value, which is the value of the Cypress shares on the day of
conversion.
Dakota Arms
- -----------
In September 2004, the Partnership purchased 41,430 Series B Preferred
shares at a cost of $72,503.
Dakota Holdings, LLC
- --------------------
In September 2004, the Partnership purchased 129,638 LLC Units at a cost of
$129,638.
iVillage Inc.
- -------------
The Partnership sold its entire investment in the company for proceeds of
$196,516, recording a realized gain of $148,599.
Laser Diagnostic Technologies
- -----------------------------
In September 2004, the Partnership wrote off its entire investment in the
company. This was a venture capital limited partnership distribution. No
gain or loss was recorded.
Lifestyle Innovations, Inc.
- ---------------------------
In April 2004, the Partnership received 2,314 Series A Preferred shares in
the company from a stock distribution from Newtek Ventures II, L.P., a
venture capital limited partnership.
Microbar, Inc.
- --------------
In April 2004, the Partnership received 9,489 Preferred shares and 38,072
common shares in the company from a stock distribution from Newtek Ventures
II, L.P., a venture capital limited partnership. In September 2004, the
Partnership received notice that the company was ceasing operations
therefore, the Partnership wrote off its entire investment in the company.
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. At March
31, 2004, the Partnership wrote off a total of $330,335, representing the
remaining cost basis of the investment.
Physiometrix, Inc.
- ------------------
In September 2004, the Partnership sold a portion of its share in the
company for proceeds of $116,041 and recorded a realized gain of $92,795.
The Partnership sold its remaining shares in the company in October 2004
for $143,352.
Sanarus Medical, Inc.
- ---------------------
In September 2004, the Partnership exercised a warrant and received 1,825
Series A Preferred shares at a cost of $183.
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.
Utah Ventures
- -------------
Utah Ventures ceased operations in December 2002, and the partnership
received its final distribution in January 2003. At September 2004, the
Partnership wrote off a total of $41,123, representing the remaining cost
basis of the investment.
WorldRes.com, Inc.
- ------------------
In June 2004, the Partnership wrote off its entire investment in
WorldRes.com Inc., for a realized loss of $619,687. In 2003, WorldRes.com
and three large European hotel chains created a joint venture, WorldRes
Europe, to market European hotels online. WorldRes.com and WorldRes Europe
are in the process of selling the consumer Web site, PlacestoStay.com, and
most of the company's operations will now be based in Europe. Proceeds
from the transaction are expected to be used to restructure the company and
pay its vendors and existing noteholders. The Partnership expects no
return on its 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.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at September 30, 2004, and December 31, 2003,
consisted of:
..
2004 2003
------ ------
Demand accounts $ 25,008 $108,397
Money market accounts 99,352 1,267
------- -------
Total $124,360 $109,664
======= =======
8. Short-term Borrowings
---------------------
In January 2002, the Partnership borrowed $1,147,180 from a financial
institution and pledged as collateral, the Partnership's 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 $621,063 at September 30, 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. The note is a non-recourse note and is
fully collateralized by the Partnership's common share holdings in
Corautus. On December 30, 2004, the Partnership intends to turn over the
Corautus shares to the financial institution to satisfy the remaining
balance on the note. As a result, as of September 30, 2004, the
Partnership has valued its holdings in the Corautus common shares at the
remaining note balance of $621,063, which is the estimated liquidation
value.
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, 2004, the Partnership had no unfunded equity 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.
10. Financial Highlights
--------------------
For The Nine Months Ended September 30,
---------------------------------------
2004 2003
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $13.53 $13.38
(Loss) from investment operations:
Net investment loss (5.00) --
Net realized and unrealized
gain on investments 3.23 --
---- ----
Total from investment operations (1.77) --
---- ----
Net asset value, end of period $11.76 $13.38
==== =====
Total return (13.08)% 0%
Ratios to average net assets:
Net investment loss (39.56)% 0%
Expenses 49.48% 221.32%
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. Upon liquidation, the General Partners would
contribute capital equal to the amount of the General Partners' deficit. As
of September 30, 2004 and December 31, 2003, the General Partners have a
negative capital balance, after adjustment, of $2,498,047 and $2,321,038,
respectively. Net asset value has been calculated in accordance with the
provisions of the Partnership Agreement, assuming liquidation.
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
liquidation 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, 2004, net cash used by operating
activities totaled $207,156. The Partnership paid management fees of $0 to
the Managing General Partners and reimbursed related parties for operating
expenses of $142,957. In addition, $40,625 was paid to the Individual
General Partners as compensation for their services. The Partnership paid
other investment expenses of $91,186, and $67,123 was paid in interest on
short-term borrowings. Interest income of $489 was received.
Cash and cash equivalents at September 30, 2004, were $124,360. 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 $93,685 for
the quarter ended September 30, 2004, compared to a net increase in
partners' capital resulting from operations of $1,528,512 for the same
period in 2003.
Net unrealized appreciation/(depreciation) on equity investments was
$799,968 and ($1,558,096) at September 30, 2004 and December 31, 2003,
respectively. During the quarter ended September 30, 2004, the Partnership
recorded an increase in net unrealized depreciation on equity investments
of $1,475,911 compared to an increase in net unrealized depreciation of
$426,466 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 September 30, 2004, there were no realized gains
from venture capital limited partnership investments. During the same
period in 2003, the Partnership realized gains of $1,986.
Total investment expenses were $1,314,153 and $479,179 for the quarters
ended September 30, 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.
Current nine months compared to corresponding nine months in the preceding
- -------------------------------------------------------------------------
year
- ----
Net decrease in partners' capital resulting from operations was $885,046
for the nine months ended September 30, 2004, compared to a net increase in
partners' capital resulting from operations of $2,856,556 for the same
period in 2003.
Net unrealized appreciation on equity investments was $799,968 at September
30, 2004, compared to net unrealized depreciation of $1,558,096 at December
31, 2003. During the nine months ended September 30, 2004, the Partnership
recorded an increase in net unrealized depreciation on equity investments
of $2,388,064 compared to an increase in net unrealized depreciation of
$2,169,746 during the same period in 2003. The change in 2004 was due to
the increase in the fair values of privately held companies in the
environmental and medical/biotechnology industries. The change in 2003 was
primarily attributable to the increase in the fair values of privately held
companies in the environmental and medical/biotechnology industries.
Other income of $193,830 was recognized during the nine months ended
September 30, 2003. This was the result of a settlement between Kanematsu
Corporation, a creditor of one of the Partnership's portfolio companies,
and the Partnership. There was no such income in 2004.
Total investment expenses were $2,503,035 and $1,106,656 for the nine
months ended September 30, 2004 and 2003, respectively. The increase was
primarily due to increased investment monitoring, computer services, and
administrative services including estimated liquidation and hold-back
costs, partially offset by decreased professional fees resulting from legal
fees for the Kanematsu legal proceeding.
Net unrealized depreciation on notes receivable was $0 and $11,117 at
September 30, 2004, and September 30, 2003, respectively. During the nine
months ended September 30, 2004, there was no net increase in unrealized
depreciation of notes receivable. 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, 2003, there were realized gains
from venture capital limited partnership investments of $13,483. During the
same period in 2004, the Partnership realized no gains or losses.
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) A report on Form 8-K was filed by the Partnership during the
quarter ended June 30, 2004. Pursuant to the Securities and
Exchange Commission's Release No. 34-43069, "Commission
Guidance on Mini-Tender Offers and Limited Partnership Tender
Offers," effective July 31, 2000, the Partnership is
obligated to respond to such offers with a recommendation to
the Limited Partners. On May 17, 2004, the Partnership filed
the letter sent to Limited Partners regarding a mini-tender
offer for Limited Partnership units under Item 5, Other
Events.
(b) A report on Form 8-K was filed by the Partnership in
conjunction with this amended filing of the June 30, 2004
financial statements on Form 10-Q/A.
(c) A report on Form 8-K/A was filed by the Partnership on
September 28, 2004 to dissolve the Partnership upon the
occurrence of sale or disposition of the assets.
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 22, 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) 11/22/2004 2:08 PM
Page 1 of 28
Technology Funding Venture Partners IV, L.P.
(a Delaware limited partnership)