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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Year Ended December 31, 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
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Commission File No. 814-55
TECHNOLOGY FUNDING VENTURE PARTNERS IV, AN AGGRESSIVE GROWTH FUND, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE 94-3054600
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1107 Investment Boulevard, Suite 180
El Dorado Hills, California 95762
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(Address of principal executive offices) (Zip Code)
(916) 941-1400
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(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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
No active market for the Units of limited partnership interests (Units)
exists, and therefore the market value of such Units cannot be
determined.
Documents incorporated by reference: Portions of the Registrant's Proxy
Statement relating to the Registrant's Meeting of Limited Partners held
on November 8, 2002 are incorporated by reference into Part III of this
Form 10-K where indicated.
PART I
Item 1. BUSINESS
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Technology Funding Venture Partners IV, An Aggressive Growth
Fund, L.P. (the Partnership or the Registrant) is a limited
partnership organized under the laws of the State of Delaware on
December 4, 1986. For the period from December 5, 1986, through
November 14, 1988, the Partnership was inactive. The
Partnership filed a registration statement with the Securities
and Exchange Commission on November 14, 1988, and commenced
selling Units of limited partnership interest (Units) in January
1989. On February 16, 1989, the minimum number of Units
required to commence Partnership operations (15,000) had been
sold. The offering terminated with 400,000 Units sold on
September 14, 1990. The Partnership's original contributed
capital was $40,034,891, consisting of $39,994,896 from Limited
Partners for 400,000 Units and $39,995 from the General
Partners, Technology Funding Ltd. (TFL) and Technology Funding
Inc. (TFI). The General Partners do not own any Units.
The principal investment objectives of the Partnership are long-
term capital appreciation from venture capital investments in
new and developing companies and preservation of Limited Partner
capital through risk management and active involvement with such
companies (portfolio companies). The Partnership's investments
in portfolio companies primarily consist of equity securities
such as common and preferred shares, but also include debt
convertible into equity securities and warrants and options to
acquire equity securities. Although venture capital investments
offer the opportunity for significant gains, such investments
involve a high degree of business and financial risk that can
result in substantial losses. Among these are the risks
associated with investment in companies in an early stage of
development or with little or no operating history, companies
operating at a loss or with substantial variations in operating
results from period to period, and companies with the need for
substantial additional capital to support expansion or to
achieve or maintain a competitive position. Such companies may
face intense competition, including competition from companies
with greater financial resources, more extensive development,
manufacturing, marketing and service capabilities, and a larger
number of qualified managerial and technical personnel. There
is no ready market for many of the Partnership's investments.
The Partnership's investments in portfolio companies are
generally subject to restrictions on sale because they were
acquired from the issuer in private placement transactions or
because the Partnership is an affiliate of the issuer.
The Partnership has elected to be a business development company
under the Investment Company Act of 1940, as amended (the Act),
and operates as a nondiversified investment company, as defined
in the Act. The Partnership's term was extended for a two-year
period to December 31, 1999, pursuant to unanimous approval by
the Management Committee on December 5, 1997. In April 1999,
the Management Committee further extended the term of the
Partnership to December 31, 2001. At a special meeting on
September 7, 2001, the Limited Partners elected to extend the
term of the Partnership to December 31, 2002 and for up to three
one-year extensions through December 31, 2006. On March 15,
2002, the Management Committee unanimously approved a one-year
extension of the Partnership to December 31, 2003. On November
8, 2002, the Limited Partners approved additional one-year
extensions to the term of the Partnership through December 31,
2006. As of December 31, 2003, the Management Committee
approved an extension of the Partnership's term to December 31,
2004. At the March 12, 2004, meeting, the Independent General
Partners approved an extension of the Partnership's term to
December 31, 2006.
Item 2. PROPERTIES
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The Registrant has no material physical properties.
Item 3. LEGAL PROCEEDINGS
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In October 2000, Kanematsu Corporation, a creditor of one of the
Partnership's portfolio companies, initiated an arbitration
proceeding against the Partnership, two affiliated partnerships,
and a fourth co-investor. Kanematsu was seeking to recover
$2,000,000, the purchase price in a contract by which the
Partnership and the other entities were alleged to have agreed
to purchase certain debt securities of the portfolio company
from Kanematsu. The Partnership and affiliated partnerships
asserted counterclaims against Kanematsu. On February 12, 2002,
the Partnership, affiliated partnerships and the co-investor
were awarded $4,000,000 and all of Kanematsu's claims were
denied. The Partnership recognized revenue and a receivable of
$666,667 as of February 12, 2002, for its proportionate share of
the 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. On February 13,
2003, the Partnership received $774,298, representing its
proportionate share of the settlement, plus accrued interest,
less disputed legal fees. The Partnership recognized the
additional revenue and a receivable of $107,631 at December 31,
2002. In March 2003, the law firm remitted an additional amount
of $193,830 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.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were voted on by the Limited Partners in 2004.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
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MATTERS
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(a) There is no established public trading market for the
Units.
(b) At December 31, 2004, there were 7,876 record holders of
Units.
(c) The Registrant, being a partnership, does not pay
dividends. Cash distributions, however, may be made to
the partners pursuant to the Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
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For the Years Ended and As of December 31,
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2004 2003 2002 2001 2000
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Total investment income $ 2,112 $ 11,567 $ 29,278 $ 78,566 $ 803,943
Net investment loss (2,192,864) (1,604,234) (1,401,764) (1,488,740) (1,647,314)
Net realized gain (loss) from
sales of equity investments 2,037,463 1,632,882 (163,956) (346,759) 6,687,582
Realized gain from
venture capital limited
partnership investments 141,428 73,406 18,036 295,343 911,025
Realized gain from recovery of
investments previously
written off 98,111 -- 356,841 47,540 --
Realized loss from
investment write-offs (991,146) (316,239) (4,848,611) (1,615,883) (4,119,073)
Decrease (increase) in
unrealized depreciation:
Equity investments 1,554,051 2,203,754 (2,249,130) (3,171,163) (1,875,962)
Notes receivable -- 10,437 4,874,425 (158,807) (4,726,055)
Income from extinguishment
of debt 306,267 -- 571,478 -- --
Other income 8,473 193,830 774,298 -- --
Net increase (decrease) in
partners' capital resulting
from operations 961,783 2,193,836 (2,068,363) (6,438,469) (4,769,797)
Net (decrease) increase in
partners capital resulting
from operations per Unit (0.11) 0.15 (4.36) (13.08) (8.97)
Total assets 4,341,585 4,169,347 2,515,657 3,991,947 11,348,815
Distributions declared -- -- -- -- 1,314,295
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Liquidity and Capital Resources
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The Partnership operates as a business development company under
the Investment Company Act of 1940 and makes venture capital
investments in new and developing companies. The Partnership's
financial condition is dependent upon the success of the
portfolio companies. There is no ready market for many of the
Partnership's investments. It is possible that some of its
venture capital investments may be a complete loss or may be
unprofitable and that others will appear likely to become
successful, but may never realize their potential. The
valuation of the Partnership's investments in securities for
which there are no available market quotes is subject to the
estimate of the Managing General Partners in accordance with the
valuation guidance described in Note 1 to the financial
statements. In the absence of readily obtainable market values,
the estimated fair value of the Partnership's investments may
differ significantly from the values that would have been used
had a ready market existed.
For the year ended December 31, 2004, net cash used by operating
activities totaled $1,654,656. The Partnership paid management
fees of $53,968 to the Managing General Partners and reimbursed
related parties for operating expenses of $2,213,289 in 2004.
In addition, $70,625 was paid to the Individual General Partners
as compensation for their services. The Partnership received
cash from related parties and other operations of $682,367 and
received interest income of $859.
For the year ended December 31, 2004, the Partnership funded
equity investments of $340,569 to portfolio companies in the
retail/consumer products industries. Proceeds from equity sales
provided cash of $3,527,346. The Partnership received cash
distributions from venture capital limited partnerships totaling
$141,428. During 2004 the Partnership received $98,111 for
payment of notes receivable from RedCell, Inc. that had been
written off in 1998. At December 31, 2004, there were $500,000
unfunded commitments.
Results of Operations
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2004 compared to 2003
- ---------------------
Net increase in partners' capital resulting from operations was
$961,783 in 2004, compared to an increase of $2,193,835 in 2003.
Unrealized depreciation on notes receivable investments was $0
at December 31, 2004. During the year ended December 31, 2003,
the net increase in unrealized depreciation of notes receivable
of $10,437 was primarily attributable to a decrease in the fair
value of notes issued to Avalon Visions Solutions, Inc.
During 2004, the Partnership recorded realized losses from
investment write-offs of $991,146, which represents the
Partnership's total investment in WorldRes.com, Inc., Newtek
Ventures II L.P. and Utah Ventures. During 2003, there were
realized losses from investment write-offs of $316,239, which
represents the Partnership's total investment in Periodontix,
Inc.
Unrealized depreciation on equity investments was $34,045 and
$1,588,096 at December 31, 2004 and 2003, respectively. During
the year ended December 31, 2004, the decrease in net unrealized
depreciation on equity investments of $1,554,051 was primarily a
result of the write-offs of WorldRes.com and Newtek Ventures II
L.P., the sales of iVillage, Inc., Cypress Semiconductor and
Applied Neurosolutions and from the increase in value of Dakota
Holdings, LLC. During 2003, the decrease in unrealized
depreciation of equity investments of $2,203,754 was primarily
attributable to decreases in the market prices of publicly
traded portfolio companies in the communications, environmental
and microelectronics industries.
Other income was $193,830 for the year ended December 31, 2003.
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 Partnership recognized revenue and a receivable of
$666,667 as of February 12, 2002, for its proportionate share of
the 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. On February 13,
2003, the Partnership received $774,298, representing its
proportionate share of the settlement, plus accrued interest,
less disputed legal fees. The Partnership recognized the
additional revenue and a receivable of $107,631 at December 31,
2002. In March 2003, the law firm remitted an additional amount
of $193,830 to the Partnership.
Net realized gain from sales of equity investments totaled
$2,037,463 in 2004 and was primarily related to sale of Cypress
Semiconductor (formally Sunpower Corporation). In 2003 there
was a net realized gain of $1,632,882, which primarily resulted
from the sale of KOR Electronics, Inc.
During 2004, the Partnership recorded net realized gains from
venture capital limited partnership investments of $141,428
compared to gains of $73,406 during 2003. The gains represent
distributions from profits of venture capital limited
partnerships.
In 2004, the Partnership received a $98,111 payment from
Redecell, Inc., subsequently ConjuChem, Inc., for notes
receivable from the partnership that were previously written
off.
On December 30, 2004, the Partnership turned over all of its
share holdings in Corautus to a financial institution to satisfy
the remaining balance on a note, and recognized a gain from
extinguishment of debt of $306,267, resulting from the
difference in fair value of the shares verses the amount of debt
outstanding.
Investment expenses were $2,194,976 and $1,615,801 for 2004 and
2003, respectively.
2003 compared to 2002
- ---------------------
Net increase in partners' capital resulting from operations was
$2,193,836 in 2003, compared to a decrease of $2,068,383 in
2002.
Unrealized depreciation on notes receivable investments was $0
and $10,437 at December 31, 2003 and 2002, respectively. During
the year ended December 31, 2003, the net increase in unrealized
depreciation of notes receivable of $10,437 was primarily
attributable to a decrease in the fair value of notes issued to
Avalon Visions Solutions, Inc. During the year ended December
31, 2002, the net decrease in unrealized depreciation of notes
receivable of $4,874,425 was mainly attributable to the write-
off of notes issued to Sutmyn Storage Corporation.
During 2003, there were realized losses from investment write-
offs of $316,239, which represents the Partnership's total
investment in Periodontix, Inc. During 2002, the Partnership
recorded realized losses from investment write-offs of
$4,848,611, of which $4,723,611 represents the Partnership's
total investment in Sutmyn Storage Corporation. The fair value
of these notes was reduced to zero during 2000 and it has been
determined by the Managing General Partners that there would be
no recovery on the notes as the company had ceased operations.
The remaining $125,000 represents notes issued to Thermatrix
Inc. which were determined to be uncollectible.
Unrealized depreciation on equity investments was $1,588,096 and
$3,791,850 at December 31, 2003 and 2002, respectively. During
2003, the decrease in unrealized depreciation of equity
investments of $2,203,754 was primarily attributable to
decreases in the market prices of publicly traded portfolio
companies in the communications, environmental and
microelectronics industries. During the year ended December 31,
2002, the increase in net unrealized depreciation on equity
investments of $2,249,130 was primarily a result of decreases in
the market prices of publicly traded portfolio companies in the
medical/biotechnology industry and decreases in the fair value
of investments in venture capital limited partnerships.
Other income was $193,830 for the year ended December 31, 2003.
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 Partnership recognized revenue and a receivable of
$666,667 as of February 12, 2002, for its proportionate share of
the 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. On February 13,
2003, the Partnership received $774,298, representing its
proportionate share of the settlement, plus accrued interest,
less disputed legal fees. The Partnership recognized the
additional revenue and a receivable of $107,631 at December 31,
2002. In March 2003, the law firm remitted an additional amount
of $193,830 to the Partnership.
Income from extinguishment of debt was $571,478 for the year
ended December 31, 2002. In January 2002, the Partnership
borrowed $562,968 and $584,212 from a financial institution and
pledged its shares in Endocare, Inc. and GenStar Therapeutic
Corporation (now Corautus Genetics Inc. after a merger with
another company in February 2003) as collateral, respectively.
Due to the value of Endocare, Inc. dropping below 10 percent of
the face value of the note, the note is currently in default. As
a result, the financial institution that issued the note in
exchange for the Partnership's pledge of Endocare, Inc. shares
is now entitled to own the Endocare, Inc. shares. With the
release of the shares to the financial institution, the
Partnership's obligation to satisfy the note is fulfilled and
the Partnership recorded income of $571,478, which includes the
value of the note and accrued interest payable of $8,510. There
was no such income in 2003.
In 2003 there was a net realized gain of $1,632,882, which
primarily resulted from the sale of KOR Electronics, Inc. Net
realized loss from sales of equity investments totaled $163,596
in 2002 and was primarily related to the release of the
Partnership's investment in Endocare, Inc. in satisfaction of a
note payable.
During 2002, the Partnership realized a gain of $356,841 for the
recovery of investments previously written off. During
2003,there were no such recoveries.
During 2003, the Partnership recorded net realized gains from
venture capital limited partnership investments of $73,406
compared to gains of $18,036 during 2002. The gains represent
distributions from profits of venture capital limited
partnerships.
Investment expenses were $1,615,801 and $1,431,042 for 2003 and
2002, respectively. In 2002 the Managing General Partners
billed the Partnership $76,413 for operating expenses incurred
during 2001 and prior years. Had these expenses been billed in
the prior years the investment expenses for 2002 would have been
$1,354,629.
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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The Partnership is subject to financial market risks, including
changes in interest rates with respect to its investments in
debt securities and interest-bearing cash equivalents as well as
changes in marketable equity security prices. The Partnership
does not use derivative financial instruments to mitigate any of
these risks. The return on the Partnership's investments is
generally not affected by foreign currency fluctuations.
The Partnership does not have a significant exposure to modest
public market price fluctuations as the Partnership primarily
invests in private business enterprises. However, should
significant changes in market equity prices occur, there could
be a longer-term effect on valuations of private companies,
which could affect the carrying value and the amount and timing
of gains realized on these investments. Since there is
typically no public market for the Partnership's investments in
private companies, the valuation of the investments is subject
to the estimate of the Partnership's Managing General Partners.
In the absence of a readily ascertainable market value, the
estimated value of the Partnership's investments in private
companies may differ significantly from the values that would be
placed on the portfolio if a ready market existed. The
Partnership's portfolio also includes common stocks in publicly
traded companies. These investments are directly exposed to
equity price risk, in that a hypothetical 10 percent change in
these equity prices would result in a similar percentage change
in the fair value of these securities. The Partnership's
investments also include some debt securities. Since the debt
securities are generally priced at a fixed rate, changes in
interest rates do not directly impact interest income. The
Partnership's debt securities are generally held to maturity or
converted into equity securities of private companies.
Item 8. FINANCIAL STATEMENTS
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The financial statements of the Registrant are set forth in Item
15.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ------ -----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
None
Item 9A. CONTROLS AND PROCEDURES
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The signing officer 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, and there were no corrective
actions with regard to significant deficiencies and material
weaknesses.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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As a partnership, the Registrant has no directors or executive
officers. The Management Committee is responsible for the
management and administration of the Partnership. The members
of the Management Committee consist of the two Individual
General Partners and a representative from Technology Funding
Ltd., a California limited partnership (TFL). TFL and its
wholly owned subsidiary, Technology Funding Inc., a California
corporation (TFI) are the Managing General Partners. Reference
is made to the information regarding Individual General Partners
and the Managing General Partners in the Registrant's Proxy
Statement related to the Meeting of Limited Partners held on
November 8, 2002, which information is incorporated herein by
reference.
Code of Ethics
- --------------
The Partnership's Code of Ethics applies to the Independent
General Partners as well as Technology Funding corporate
officers and employees. The Independent General Partners review
and approve the Code of Ethics on an annual basis. The Code of
Ethics is attached as an exhibit (see Item 15 - Exhibits) and is
also available on the Partnership's web site,
www.techfunding.com. Any amendments to, or waivers from, any
provision of the Code that applies to any of the Independent
General Partners or executive officers will be disclosed on the
web site.
Audit Committee
- ---------------
As of December 31, 2004, the Independent General Partners had
established an Audit Committee of the Whole to oversee the
accounting and financial reporting processes on behalf of the
Independent General Partners. The Audit Committee of the Whole
consisted of all of the Independent General Partners for each
Technology Funding partnership with John W. Muncaster acting as
liaison with the Managing General Partners. On March 11, 2005,
the Independent General Partners restructured the Audit
Committee of the Whole. An Audit Committee was established
whereby John W. Muncaster, an Independent General Partner, will
serve as Audit Committee Chairman and the remaining two
Independent General Partners will serve as Audit Committee
members. The Independent General Partners are "independent" as
defined by the Securities and Exchange Commission. The
Independent General Partners have determined that the Audit
Committee and the Audit Committee of the Whole did not have any
member that would be considered an "audit committee financial
expert" as that term is defined in Section 407 of the Sarbanes-
Oxley Act of 2002. Given the anticipated termination date for
the Partnership, the Independent General Partners have
determined that the expense and the difficulty of recruiting a
financial expert to serve on the Audit Committee outweigh any
benefit to the Fund.
Item 11. EXECUTIVE COMPENSATION
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As a partnership, the Registrant has no officers or directors.
In 2004, the Partnership incurred $44,690 in management fees.
The fees are designed to compensate the Managing General
Partners for General Partner Overhead incurred in performing
management duties for the Partnership. General Partner Overhead
(as defined in the Partnership Agreement) includes the General
Partners' share of rent, utilities, property taxes and the cost
of capital equipment and the general and administrative expenses
paid by the Managing General Partners in performing their
obligations to the Partnership. As compensation for their
services, the Individual General Partners each receive $14,000
annually, plus $1,500 for attendance at each meeting of the
Management Committee and committees thereof. In 2004, $70,625
of such fees were paid. The Individual General Partners are
reimbursed for all out-of-pocket expenses relating to attendance
of the meetings, committees or otherwise of the Management
Committee.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------- --------------------------------------------------------------
Not applicable. No Limited Partner beneficially holds more than
5 percent of the aggregate number of Units held by all Limited
Partners, and neither the Managing General Partners nor any of
their officers, directors or partners own any Units. The two
Individual General Partners each own 20 Units. The Management
Committee controls the affairs of the Partnership pursuant to
the Partnership Agreement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------- ----------------------------------------------
The Registrant, or its investee companies, have engaged in no
transactions with the Managing General Partners or their
officers and partners other than as described above, in the
notes to the financial statements, or in the Partnership
Agreement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- ------- --------------------------------------
Audit Fees
- ----------
The Partnership paid aggregate fees of approximately $72,202 and
$68,926 to its independent public accountants, Grant Thornton
LLP, for professional services rendered to the Partnership with
respect to audits of the annual financial statements and reviews
of the quarterly financial statements for the years ended
December 31, 2004 and 2003, respectively.
Tax Fees
- --------
The Partnership paid aggregate fees of approximately $19,778 and
$14,409 to Grant Thornton LLP for tax-related services rendered
to the Partnership for the years ended December 31, 2004 and
2003, respectively. These services included preparation of the
Partnership's tax returns.
All Other Fees
- --------------
For the year ended December 31, 2003, the Partnership paid
aggregate fees of approximately $32,155 to Grant Thornton LLP
for consulting services related to due diligence on the
investment in Dakota Holdings, LLC. There were no such fees
paid in 2004.
Audit Committee Pre-Approval Policies and Procedures
- ----------------------------------------------------
The Independent General Partners have established procedures for
the pre-approval of auditing services and non-auditing services
to be performed by the Partnership's independent public
accountants. Such pre-approval can be given as part of the
Independent General Partners' annual approval of the scope of
the engagement of the independent public accountants or on an
individual basis. Approved non-auditing services must be
disclosed in the Partnership's periodic public reports. The
Independent General Partners pre-approved all of the non-audit
services provided by the independent public accountants in 2003.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
- ------- ---------------------------------------
(a) List of Documents filed as part of this Annual Report on
Form 10-K
(1) Financial Statements - the following financial
statements are filed as a part of this Report:
Report of Independent Registered Public Accounting
Firm as of December 31, 2004 and 2003 and for the
three years in the period ended December 31, 2004.
Balance Sheets as of December 31, 2004 and 2003
Statements of Investments as of
December 31, 2004 and 2003
Statements of Operations for the years
ended December 31, 2004, 2003 and 2002
Statements of Partners' Capital for the years
ended December 31, 2004, 2003 and 2002
Statements of Cash Flows for the years
ended December 31, 2004, 2003 and 2002
Notes to Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted because they are
not applicable or the required information is
included in the financial statements or the notes
thereto.
(3) Exhibits
14.1 Code of Ethics for the Registrant
31.1 Section 302 Sarbanes-Oxley Certifications
32.1 Section 906 Sarbanes-Oxley Certifications
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- -------------------------------------------------------
To the Partners of
Technology Funding Venture Partners IV,
an Aggressive Growth Fund, L.P.:
We have audited the accompanying balance sheets of Technology Funding
Venture Partners IV, an Aggressive Growth Fund, L.P. (a Delaware limited
partnership) (the Fund), including the statement of investments, as of
December 31, 2004 and 2003, and the related statements of operations,
partners' capital, and cash flows for each of the three years in the
period ended December 31, 2004. These financial statements are the
responsibility of the Fund's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform an
audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. Our procedures
included physical inspection of securities owned as of December 31, 2004
and 2003. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Technology
Funding Venture Partners IV, an Aggressive Growth Fund, L.P. as of
December 31, 2004 and 2003, and the results of its operations, changes in
partners' capital, and its cash flows for the three years in the period
ended December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America.
Albuquerque, New Mexico /S/GRANT THORNTON LLP
March 11, 2005
BALANCE SHEETS
- --------------
December 31,
------------------------
2004 2003
------ ------
ASSETS
Investments:
Equity investments (cost basis of
$2,165,201 and $4,624,650 for
2004 and 2003, respectively) $2,131,156 $3,036,554
Cash and cash equivalents 1,881,324 109,664
Prepaid expenses 100,159 140,203
Receivables from related party 224,594 811,609
Other receivable -- 68,323
Other assets 4,352 2,994
--------- ---------
Total assets $4,341,585 $4,169,347
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 21,274 $ 40,754
Due to related parties 263,759 428,370
Short-term borrowings -- 584,212
Other liabilities 3,353 24,595
--------- ---------
Total liabilities 288,386 1,077,931
Commitments and contingencies
(See Note 10)
Partners' capital
(400,000 Limited Partner Units
outstanding) 4,053,199 3,091,416
--------- ---------
Total liabilities and
partners' capital $4,341,585 $4,169,347
========= =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or December 31, 2004 December 31, 2003
Industry Shares at ----------------- -----------------
(1) Investment December 31, Cost Fair Cost Fair
Company Position Date 2004 Basis Value Basis Value
- ------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Communication
- -------------
0.00% and 4.0% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
iVillage, Inc. Common 1996-
shares 2000 -- $ -- $ -- $ 47,916 $ 105,130
WorldRes.com, Inc. Common 1997-
(a) (b) shares 1999 155,918 0 0 619,687 46,775
--------- --------- ---------- ---------
-- -- 667,603 151,905
--------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Environmental
- -------------
0.00% and 41.4% at December 31, 2004 and 2003, respectively
- -----------------------------------------------------------
Cypress
Semiconductor Common 1990-
(a) (b) shares 1994 -- -- -- 1,179,051 1,514,780
Cypress
Semiconductor Convertible
(a) (b) note (2) 2002 -- -- -- 54,702 54,702
Triangle
Biomedical Common
Sciences, Inc.(a) shares 1999 366 10,248 -- 10,248 --
Triangle Common share
Biomedical warrant
Sciences, Inc.(a) at $28.00;
expiring
2009 1999 366 366 -- 366 --
--------- --------- ---------- ---------
10,614 -- 1,244,367 1,569,482
--------- --------- ---------- ---------
Medical/Biotechnology
- ---------------------
10.2% and 19.0% at December 31, 2004 and 2003, respectively
- -----------------------------------------------------------
Corautus Genetics,
Inc. (formerly
GenStar
Therapeutic
Corporation) Common
(b)(c) shares 1999 -- -- -- 320,242 140,903
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Corautus Genetics
Inc. (formerly
GenStar
Therapeutic Common
Corporation) share
warrants at
$0.30-$0.74;
expiring 1998-
2005-2006 1999 -- -- -- -- 28,571
Applied
NeuroSolutions,
Inc.(formerly
Hemoxymed, Common
Inc.) (a) shares 1993 -- -- -- 125,000 4,659
Laser Diagnostic
Technologies Common
(a) (b) shares 2004 13,044 17,750 50,741 -- --
Laser Diagnostic
Technologies Preferred
(a) (b) shares 2004 24,497 92,329 92,329 -- --
Physiometrix, Common
Inc. shares 1996 -- -- -- 53,793 278,940
Sanarus
Medical, Preferred 1999-
Inc. (a) (b) shares 2003 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
--------- --------- ---------- ---------
757,749 411,952 1,146,523 721,882
--------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Retail / Consumer Products
- --------------------------
39.8% and 7.9% at December 31, 2004 and 2003, respectively
- ---------------------------------------------------------
Dakota Preferred
Arms, Inc. (a) shares 2004 41,430 72,503 72,503 -- --
Dakota LLC 2003-
Holdings, LLC (a) units 2004 879,638 879,638 1,539,367 750,000 300,000
Lifestyle
Innovations Preferred
(a) (b) shares 2004 2,314 -- 25 -- --
--------- --------- ---------- ---------
952,141 1,611,895 750,000 300,000
--------- --------- ---------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
2.6% and 7.7% at December 31, 2004 and 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 $500,000 187,237 72,811 187,246 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
Utah Ventures Ltd.
Limited Partnership
Partnership (a) interests various $250,000 -- -- 41,123 --
--------- --------- ---------- ---------
444,697 107,309 816,157 293,285
--------- --------- ---------- ---------
STATEMENTS OF INVESTMENTS (continued)
- ------------------------------------
Total investments - 52.6% and 80.1% at
December 31, 2004 and 2003, respectively $2,165,201 $2,131,156 $ 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 for 2003. (See Note 8.)
(1) Represents the total fair value of a particular industry segment as a percentage of
partners' capital at 12/31/04 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 8.00 percent.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
- ------------------------
For the Years Ended December 31,
-----------------------------------
2004 2003 2002
------ ------ ------
Investment income:
Notes receivable
interest $ -- $ 11,008 $ 26,972
Short-term investment
interest 2,112 559 2,306
--------- --------- ---------
Total investment
income 2,112 11,567 29,278
Investment expenses:
Management fees 44,690 32,924 37,488
Individual General
Partners' compensation 70,625 40,000 50,500
Investment operations 392,279 169,067 148,847
Administrative and
investor services 1,429,842 1,088,162 914,923
Computer services 142,891 106,107 99,630
Professional fees 96,868 163,857 151,829
Interest expense 17,781 15,684 27,825
--------- -------- ---------
Total investment
expenses 2,194,976 1,615,801 1,431,042
--------- --------- ---------
Net investment loss (2,192,864) (1,604,234) (1,401,764)
--------- --------- ---------
Realized gain from
venture capital limited
partnership investments 141,428 73,406 18,036
Net realized gain (loss)
from sales of equity
investments 2,037,463 1,632,882 (163,956)
Realized gain from recovery
of investments previously
written off 98,111 -- 356,841
Realized loss from
investment write-offs (991,146) (316,239) (4,848,611)
--------- --------- ---------
Net realized income (loss) 1,285,856 1,390,049 (4,637,690)
--------- --------- ---------
STATEMENTS OF OPERATIONS (continued)
- -----------------------------------
For the Years Ended December 31,
-----------------------------------
2004 2003 2002
------ ------ ------
Decrease (increase) in
unrealized depreciation:
Equity investments 1,554,051 2,203,754 (2,249,130)
Notes receivable -- 10,437 4,874,425
--------- --------- ---------
Net decrease in
unrealized depreciation 1,554,051 2,214,191 2,625,295
--------- --------- ---------
Other income:
Income from extinguishment
of debt 306,267 -- 571,478
Other income 8,473 193,830 774,298
--------- --------- ---------
Total other income 314,740 193,830 1,345,776
--------- --------- ---------
Net increase (decrease) in
partners' capital resulting
from operations $ 961,783 $ 2,193,836 $(2,068,383)
========= ========= =========
Net (decrease) increase in
partners' capital resulting
from operations per Unit $ (0.11) $ 0.15 $ (4.36)
========= ========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF PARTNERS' CAPITAL
- -------------------------------
For the years ended December 31, 2004, 2003 and 2002:
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
January 1, 2002 $7,095,208 $(3,430,692) $3,664,516
Net investment loss (1,121,412) (280,352) (1,401,764)
Net realized loss (3,706,726) (930,964) (4,637,690)
Net decrease in unrealized
depreciation 2,009,440 615,855 2,625,295
Other income 1,076,621 269,155 1,345,776
--------- --------- ---------
Partners' capital,
December 31, 2002 5,353,131 (3,756,998) 1,596,133
Net investment loss -- (1,604,234) (1,604,234)
Net realized income 59,323 1,330,724 1,390,047
Net decrease in unrealized
depreciation -- 2,214,191 2,214,191
Other income -- 193,830 193,830
Distributions -- (698,551) (698,551)
--------- --------- ---------
Partners' capital,
December 31, 2003 5,412,454 (2,321,038) 3,091,416
Net investment loss -- (2,192,864) (2,192,864)
Net realized income (44,103) 1,329,959 1,285,856
Net increase in unrealized
depreciation -- 1,554,051 1,554,051
Other income -- 314,740 314,740
---------- --------- ---------
Partners' capital,
December 31, 2004 $5,368,351 $(1,315,152) $4,053,199
========= ========= =========
The accompanying notes are an integral part of these financial
statements.
STATEMENTS OF CASH FLOWS
- ------------------------
For The Years Ended December 31,
---------------------------------
2004 2003 2002
-------- -------- --------
Net increase (decrease) in
partners' capital resulting
from operations $ 961,783 $ 2,193,835 $(2,068,383)
Adjustments to reconcile net
increase (decrease) in
partners' capital resulting
from operations to net cash
used by operating activities:
Net realized gain from
venture capital limited
partnership investments (141,428) (73,045) (18,036)
Net realized (gain) loss from
sales of equity investments (2,037,463) (1,632,882) 163,956
Realized loss from
investment write-offs 991,146 316,239 4,848,611
Realized gain from recovery
of investments previously
written off (98,111) -- (356,841)
Income from extinguishment
of debt (306,267) -- (571,478)
Net (decrease) increase in
unrealized depreciation:
Equity investments (1,554,051) (2,203,754) 2,249,130
Notes receivable -- (10,437) (4,874,425)
Net change in operating assets
and liabilities:
Accrued interest on notes
receivable (1,253) 2,686 (2,647)
Prepaid expenses 40,044 40,044 (180,247)
Receivables from related
party 587,015 (811,609) --
Other receivable 68,323 705,975 (774,298)
Accounts payable and
accrued expenses 22,817 (3,360) (45,487)
Due to related parties (164,611) 146,082 44,458
Other changes, net (22,600) 13,005 21,767
--------- --------- ---------
Net cash used by
operating activities (1,654,656) (1,317,221) (1,563,920)
--------- --------- ---------
STATEMENTS OF CASH FLOWS (continued)
- -----------------------------------
For The Years Ended December 31,
---------------------------------
2004 2003 2002
-------- -------- --------
Cash flows from investing
activities:
Purchase of equity investments (340,569) (1,182,433) (79,500)
Repayment of notes receivable -- 85,204 125,000
Proceeds from recovery of
investments previously
written off 98,111 -- 363,976
Proceeds from sales of
equity investments 3,527,346 3,126,521 --
Distributions from venture
capital limited partnership
investments 141,428 73,405 18,036
--------- --------- ---------
Net cash provided
by investing activities 3,426,316 2,102,697 427,512
--------- --------- ---------
Cash flows from financing
activities:
Proceeds from short-term
borrowings -- -- 1,147,180
Distributions to General
Partners -- (698,551) --
--------- --------- ---------
Net cash (used) provided by
financing activities -- (698,551) 1,147,180
--------- --------- ---------
Net increase in cash and cash
equivalents 1,771,660 86,925 10,772
Cash and cash equivalents
at beginning of year 109,664 22,739 11,967
--------- --------- ---------
Cash and cash equivalents
at end of year $1,881,324 $ 109,664 $ 22,739
========= ========= =========
Supplemental disclosure of
non-cash activity:
Extinguishment of debt for
shares in equity
investment (See Note 8) $ 626,509 $ -- $ 571,478
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. Summary of Significant Accounting Policies
------------------------------------------
Organization
- ------------
Technology Funding Venture Partners IV, An Aggressive Growth Fund, L.P.
(the Partnership or the Registrant) is a limited partnership organized
under the laws of the State of Delaware on December 4, 1986. The purpose
of the Partnership is to make venture capital investments in new and
developing companies. The Partnership elected to be treated as a business
development company under the Investment Company Act of 1940, as amended
(the Act), and operates as a nondiversified investment company, as defined
in the Act. The Managing General Partners are Technology Funding Ltd.
(TFL) and Technology Funding Inc. (TFI), a wholly owned subsidiary of TFL.
There are also two Individual General Partners. The Individual General
Partners and a representative from TFL constitute the Management Committee,
which is responsible for the management and administration of the
Partnership.
For the period from December 5, 1986, through November 14, 1988, the
Partnership was inactive. The Partnership's registration statement was
declared effective by the Securities and Exchange Commission on November
14, 1988, and the Partnership commenced selling Units of limited
partnership interests (Units) on January 10, 1989. On February 16, 1989,
the minimum number of Units required to commence Partnership operations
(15,000) were sold. The offering terminated with 400,000 Units sold on
September 14, 1990. The Partnership's original contributed capital was
$40,034,891, consisting of $39,994,896 from Limited Partners for 400,000
Units and $39,995 from General Partners. The General Partners do not own
any Units. The Partnership's term was extended for a two-year period to
December 31, 1999, pursuant to unanimous approval by the Management
Committee on December 5, 1997. In April 1999, the Management Committee
further extended the term of the Partnership to December 31, 2001. At a
special meeting on September 7, 2001, the Limited Partners elected to
extend the term of the Partnership to December 31, 2002 and for up to three
one-year extensions through December 31, 2006. On March 15, 2002, the
Management Committee unanimously approved a one-year extension of the
Partnership to December 31, 2003. On November 8, 2002, the Limited
Partners approved an extension of the Partnership's term to December 31,
2004, and authorized additional one-year extensions to the term of the
Partnership through December 31, 2006. At the March 12, 2004, meeting, the
Independent General Partners approved an extension of the Partnership's
term to December 31, 2006.
Preparation of Financial Statements and Use of Estimates
- --------------------------------------------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates. Significant estimates include the
estimate of fair value of investments, liabilities and contingencies.
Because of the inherent uncertainty of valuation, the estimated fair value
of investments may differ significantly from the values that would have
been used had a ready market for investments existed, and the differences
could be material.
Investments
- -----------
Investments are carried at estimated fair value as described below:
Equity Investments
------------------
The Management Committee has the authority to establish valuation
procedures and periodically apply such procedures to the Partnership's
investment portfolio. In fulfilling this responsibility, the Managing
General Partners under the direction of the Management Committee
periodically update and revise the valuation procedures used to determine
fair value in order to reflect new events, changing market conditions, more
experience with investee companies or additional information, any of which
may require the revision of previous estimating procedures.
Unrestricted publicly traded securities are valued at the closing sales
price or bid price that is available on a national securities exchange or
over-the-counter market. Valuation discounts of 5 percent to 50 percent
are applied to publicly traded securities subject to resale restrictions
resulting from Rule 144 or contractual lock-ups, such as those commonly
associated with underwriting agreements or knowledge of material non-public
information.
The fair value of all other investments is determined in good faith by the
Managing General Partners under the direction of the Management Committee
after consideration of available relevant information. There is no ready
market for the Partnership's investments in private companies or
unregistered securities of public companies. Fair value is generally
defined as the amount the Partnership could reasonably expect to receive
for an investment in an orderly disposition based on a current sale.
Significant factors considered in the estimation of fair value include the
inherent illiquidity of and lack of marketability associated with venture
capital investments in private companies or unregistered securities, the
investee company's enterprise value established in the last round of
venture financing, changes in market conditions since the last round of
venture financing or since the last reporting period, the value of a
minority interest in the investee company, contractual restrictions on
resale typical of venture financing instruments, the investee company's
financial position and ability to obtain any necessary additional
financing, the investee company's performance as compared to its business
plan, and the investee company's progress towards initial public offering.
The values determined for the Partnership's investments in these securities
are based upon available information at the time the good faith valuations
are made and do not necessarily represent the amount which might ultimately
be realized, which could be higher or lower than the reported fair value.
At December 31, 2004 and 2003, the investment portfolio included private
company investments totaling $2,023,847 and $2,189,727, respectively, whose
fair values were established in good faith by the Managing General Partners
under the direction of the Management Committee in the absence of readily
ascertainable market values. In addition, investments in publicly traded
securities which have been subjected to a discount for legal or contractual
restrictions as determined by the Management Committee amounted to $0 and
$169,474 at December 31, 2004 and 2003, respectively. Because of the
inherent uncertainty in the valuation, the values may differ significantly
from the values that would have been used had a ready market for the
securities existed, and the differences could be material.
Venture capital limited partnership investments are valued based on the
fair value of the underlying investments. Limited partnership
distributions that are a return of capital reduce the cost basis of the
Partnership's investment. Distributions from limited partnership
cumulative earnings are reflected as realized gains by the Partnership.
In the case of an other-than-temporary decline in value below cost basis,
an appropriate reduction in the cost basis is recognized as a realized loss
with the new cost basis being adjusted to equal the fair value of the
investment. Cost basis adjustments are reflected as "Realized loss from
investment write-offs" or "Net realized loss from venture capital limited
partnership investments" on the Statements of Operations.
Sales of equity investments are recorded on the trade date. The basis on
which cost is determined in computing realized gains or losses is specific
identification.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents are principally comprised of cash invested in
demand accounts and money market instruments and are stated at cost plus
accrued interest. The Partnership considers all money market and short-
term investments with an original maturity of three months or less to be
cash equivalents.
Net Decrease in Partners' Capital Resulting from Operations Per Unit
- --------------------------------------------------------------------
Net decrease in partners' capital resulting from operations per Unit is
calculated by dividing the weighted average number of Units outstanding of
400,000 for the years ended December 31, 2004, 2003 and 2002, into the
total net decrease in partners' capital resulting from operations allocated
to the Limited Partners. The Managing General Partners contributed 0.1
percent of total Limited Partner capital contributions and did not receive
any Partnership Units.
Provision for Income Taxes
- --------------------------
No provision for income taxes has been made by the Partnership as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States which may not equate to
tax accounting. The cost of investments on a tax basis at December 31,
2004 and 2003, was $2,810,768 and $4,627,328, respectively. At December
31, 2004 and 2003, gross unrealized appreciation and depreciation on
investments based on cost for federal income tax purposes were as follows:
December 31, December 31,
2004 2003
------------ ------------
Unrealized appreciation $ 717,774 $ 677,195
Unrealized depreciation (1,397,384) (2,267,967)
--------- ---------
Net unrealized depreciation $ (679,610) $(1,590,772)
========= =========
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. Related party costs in 2004, 2003 and 2002 were
as follows:
For the Years Ended December 31,
-------------------------------------
2004 2003 2002
------ ------ ------
Management fees $ 44,690 $ 32,924 $ 37,488
Individual General
Partners' compensation 70,625 40,000 50,500
Reimbursable operating
expenses:
Investment operations 392,279 169,067 148,847
Administrative, investor
services and
professional fees 1,526,710 1,252,019 1,066,752
Computer services 142,891 106,107 99,630
Management fees are equal to one quarter of one percent of the fair value
of Partnership assets for each quarter. Management fees compensate the
Managing General Partners solely for General Partner Overhead (as defined
in the Partnership Agreement) incurred in supervising the operation and
management of the Partnership and the Partnership's investments.
Management fees due to the Managing General Partners were $3,924 and
$13,202 and were included in due to related parties at December 31, 2004
and 2003, respectively.
As compensation for their services, the Individual General Partners each
receive $14,000 annually, plus $1,500 for attendance at each meeting of the
Management Committee and committees thereof. The Individual General
Partners are reimbursed for all out-of-pocket expenses relating to
attendance of the meetings, committees or otherwise of the Management
Committee. The three Individual General Partners each own twenty Units.
The Partnership reimburses the Managing General Partners for operating
expenses incurred in connection with the business of the Partnership.
Reimbursable operating expenses include expenses (other than Organizational
and Offering expenses and General Partner Overhead) such as investment
operations, administrative and investor services, and computer services.
There were $259,835 and $415,168 of such reimbursable expenses due to
related parties at December 31, 2004 and 2003, respectively.
The Managing General Partners allocate operating expenses incurred in
connection with the business of the Partnership based on employee hours
incurred. In 2002, the Managing General Partners billed the Partnership
$58,593, $10,183 and $7,637 for operating expenses incurred during 2001,
2000 and prior years, respectively.
As of December 31, 2004 and 2003, the Partnership has a due from related
party receivable of $224,594 and $811,609, respectively, related to its
investment in Dakota Holdings, LLC and Dakota Arms, Inc. The Partnership
has advanced funds to the company for operations. It is the Managing
General Partners' expectation that all or a portion of this receivable will
be converted into additional equity investments in Dakota Holdings or
otherwise paid in cash.
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, and is being amortized over the remaining expected employment
period. During 2004, 2003 and 2002, the partnership recognized $40,044
$40,044 and $5,933 as operating expense related to the amortization of
retention bonuses. 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. 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.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of portfolio
companies. It is the Managing General Partners' policy that all such
compensation be transferred to the investing partnerships. If the options
are non-transferable, they are not recorded as an asset of the Partnership.
Any profit from the exercise of such options will be transferred if and
when the options are exercised and the underlying stock is sold by the
officers. Any such profit is allocated amongst the Partnership and
affiliated partnerships based upon their proportionate investment in the
portfolio company. At December 31, 2004, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Physiometrix,
Inc., Sanarus Medical, Inc. and Corautus Genetics Inc. (formerly GenStar
Therapeutics Corporation) options with a fair value of $2,279. At December
31, 2002, the Partnership and affiliated partnerships had an indirect
interest in non-transferable Physiometrix, Inc., Endocare, Inc. and GenStar
Therapeutics Corporation options with a fair value of $50.
3. Allocation of Profits and Losses
--------------------------------
In accordance with the Partnership Agreement (see Note 1), net profits and
losses of the Partnership are allocated based on the beginning-of-the-year
partners' capital balances as follows:
(a) Profits:
(i) First, to those partners with deficit capital
account balances until such deficits have been
eliminated; then
(ii) Second, to the partners as necessary to offset the
net decrease in partners' capital resulting from
operations and sales commissions previously allocated
under (b)(ii) below; then
(iii) 75 percent to the Limited Partners as a group in proportion
to the number of Units held, 5 percent to the Limited Partners
in proportion to the Unit Months of each Limited Partner,
and 20 percent to the Managing General Partners. Unit months
are the number of half months a Unit would be outstanding
if held from the date the original holder of such Unit
was deemed admitted into the Partnership until the
termination of the offering of Units.
(b) Losses:
(i) First, to the partners as necessary to offset the
net profit previously allocated to the partners under
(a) (iii) above; then
(ii) 99 percent to the Limited Partners and 1 percent to the Managing
General Partners.
Losses allocable to Limited Partners in excess of their capital account
balances will be allocated to the Managing General Partners, with net
profit thereafter otherwise allocable to those Limited Partners being
allocated to the Managing General Partners to the extent of such losses.
Losses from unaffiliated venture capital limited partnership investments
are allocated pursuant to section (b) above. Gains are allocated 99
percent to the Limited Partners and 1 percent to the Managing General
Partners.
In no event are the Managing General Partners allocated less than 1 percent
of the net realized profit or loss of the Partnership.
4. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners.
Marketable Equity Securities
- ----------------------------
At December 31, 2004 and 2003, marketable equity securities had aggregate
costs of $0 and $101,709 and aggregate fair market values of $0 and
$384,070, respectively. The net unrealized gain at December 31, 2004 and
2003, included gross gains of $0 and $283,562, respectively.
Restricted Securities
- ---------------------
At December 31, 2004 and 2003, restricted securities had aggregate costs of
$2,165,201 and $4,522,941 and aggregate fair values of $2,131,156 and
$2,652,484, respectively, representing 20.7 percent and 63.6 percent,
respectively, of the net assets of the Partnership.
Significant purchases, sales and write-offs of equity investments during
2004 are 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.
- ----------------------
On December 31, 2004, the Partnership relinquished ownership of the
Corautus common shares to satisfy the remaining balance of a note payable
to a financial institution, recognizing a realized gain on extinguishment
of debt of $306,267. 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. In November and December 2004, the
Partnership sold its entire investment in the company for proceeds of
$3,066,166 and recorded a realized gain of $1,802,991.
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.
- -------------
In March 2004, the Partnership sold its entire investment in the company
for proceeds of $196,516, recording a realized gain of $148,600.
Laser Diagnostic Technologies
- -----------------------------
In April 2004, the Partnership received 13,044 Common shares and 24,497
Preferred shares in a stock distribution from Newtek Ventures II, L.P. at a
stated cost of $110,079.
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.
Medical Science Partners, L.P.
- ------------------------------
At December 2004, the Partnership reduced its fair value of the venture
capital limited partnership by the cash distribution of $20,812 it
received.
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 received a final distribution of shares in Newtek's remaining
portfolio companies. 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 $143,800, and recorded a realized gain of $113,253.
Sanarus Medical, Inc.
- ---------------------
In September 2004, the Partnership exercised a warrant and received 1,825
Series A Preferred shares at a cost of $182.
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. In 2004, the Partnership
wrote off $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.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
In the year ended December 31, 2004, the Partnership received cash
distributions of $141,428. The Partnership recorded a $185,976 decrease in
fair value primarily as a result of a net decrease in the fair value of the
underlying investments of the partnerships.
Other Equity Investments
- ------------------------
Other significant changes reflected above relate to market value
fluctuations for publicly traded portfolio companies or changes in the fair
value of private companies as determined in accordance with the policy
described in Note 1 to the financial statements.
5. Net Decrease (Increase) in Unrealized Depreciation of Equity
------------------------------------------------------------
Investments
-----------
In accordance with the accounting policy as stated in Note 1, the
Statements of Operations include a line item entitled "Net decrease
(increase) in unrealized depreciation of equity investments." The table
below discloses details of the changes:
For the Years Ended December 31,
----------------------------------
2004 2003 2002
------ ------ ------
Unrealized appreciation
(depreciation) from cost of
marketable equity securities $ -- $ 282,361 $ (338,026)
Unrealized depreciation
from cost of non-marketable
equity securities 34,045 (1,870,457) (3,453,824)
--------- --------- ---------
Unrealized depreciation
from cost at end of year 34,045 (1,588,096) (3,791,850)
Unrealized (depreciation)
appreciation from cost at
beginning of year (1,588,096) (3,791,850) (1,542,720
--------- --------- ---------
Net decrease (increase) in
unrealized depreciation of
equity investments $1,554,051 $ 2,203,745 $(2,249,130)
========= ========= =========
6. Notes Receivable
----------------
In April 2002, the Partnership received a $125,000 payment on a $250,000
note receivable from Thermatrix Inc., which included realized gain from
recovery of investments previously written-off. Accrued interest of
$23,178 was paid in full. The remaining portion of the note, $125,000, was
written off. During the third quarter of 2002, the Partnership recovered
$125,000 from Thermatrix Inc. for the portion of the note previously
written off.
In September 2002, notes receivable and accrued interest due from Sutmyn
Storage Corporation in the amount of $4,723,611 were written off. The fair
value of these notes was reduced to zero during 2000 and it has been
determined by the Managing General Partners that there will be no recovery
on the notes as the company has ceased operations.
7. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at December 31, 2004 and 2003, consisted of:
2004 2003
------ ------
Demand accounts $1,881,324 $108,397
Money market accounts -- 1,267
--------- -------
Total $1,881,324 $109,664
========= =======
8. 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 $562,968 of the term borrowings. The remaining note had
an outstanding balance of $621,063, and bore interest at the London
Interbank Offered Rate plus 1.5 percent, which is payable quarterly. The
outstanding principal and any remaining accrued interest were due December
30, 2004. The note was a non-recourse note and was fully collateralized by
the Partnership's common share holdings in Corautus. On December 30, 2004,
the Partnership turned over the Corautus shares to the financial
institution to satisfy the remaining balance on the note, and recognized a
gain from extinguishment of debt of $306,267, resulting from the difference
in fair value of the shares verses the amount of debt outstanding.
9. Distributions
-------------
In the fourth quarter of 2003, a tax distribution of $698,552 was declared
and paid to the General Partners. There were no such distributions in
2004.
10. Commitments and Contingencies
-----------------------------
From time to time the Partnership becomes a party to financial instruments
with off-balance-sheet risk in the normal course of its business.
Generally, these instruments are commitments for future equity investment
fundings, equipment financing commitments, or accounts receivable lines of
credit that are outstanding but not currently fully utilized. As they do
not represent current outstanding balances, these unfunded commitments are
properly not recognized in the financial statements. At December 31, 2004,
there was $500,000 in 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. On February 13,
2003, the Partnership received $774,298, representing its proportionate
share of the settlement, plus accrued interest, less disputed legal fees.
The Partnership recognized the additional revenue and receivable of
$107,631 at December 31, 2002. In March 2003, the law firm remitted an
additional amount of $193,830 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.
11. Financial Highlights
--------------------
For The Years Ended December 31,
-----------------------------------
2004 2003 2002
------ ------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $13.53 $13.38 $17.74
(Loss) from investment
operations:
Net investment loss -- -- (0.11)
Net realized and unrealized
(Loss) income on investments (.11) .15 (4.25)
---- ---- -----
Total from investment
operations (.11) .15 (4.36)
---- ---- -----
Net asset value, end of period $13.42 $13.53 $13.38
===== ==== =====
Total return (.81)% 1.12% (24.55)%
Ratios to average net assets:
Net investment loss 0.00% 0.00% (0.72)%
Expenses 40.72% 30.02% 22.99%
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 December 31, 2004, 2003 and 2002, the General Partners had a negative
capital balance of $1,315,152, $2,321,038 and $3,756,998, respectively.
Net asset value has been calculated in accordance with this provision of
the Partnership Agreement, assuming liquidation.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY FUNDING VENTURE PARTNERS IV,
AN AGGRESSIVE GROWTH FUND, L.P.
By: TECHNOLOGY FUNDING INC.
TECHNOLOGY FUNDING LTD.
Managing General Partners
Date: March 23, 2005 By: /s/Charles R. Kokesh
--------------------------------
Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of Technology Funding Inc.
and Managing General Partner of
Technology Funding Ltd.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
Signature Capacity Date
--------- -------- ----
/s/Charles R. Kokesh President, Chief March 23, 2005
- ------------------------ Executive Officer,
Charles R. Kokesh Chief Financial Officer,
and Chairman of
Technology Funding Inc.
and Managing General
Partner of Technology
Funding Ltd.
The above represents a majority of the Board of Directors of Technology
Funding Inc. and the General Partners of Technology Funding Ltd.
Technology Funding Partners IV, L.P. 2:22 PM 03/23/05
(a Delaware limited partnership)
Page 1 of 15
Technology Funding Partners IV, L.P.
(a Delaware limited partnership)
Technology Funding Partners IV, L.P.
(a Delaware limited partnership)
Technology Funding Partners IV, L.P.
(a Delaware limited partnership)