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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-55
TECHNOLOGY FUNDING VENTURE PARTNERS IV, AN AGGRESSIVE GROWTH FUND, L.P.
- -----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-3054600
------------------------------ ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1107 Investment Blvd., Suite 180
El Dorado Hills, California 95762
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(916) 941-1400
--------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Units
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12B-2 of the Act). Yes No X
--- ---
No active market for the units of limited partnership interests ("Units")
exists, and therefore the market value of such Units cannot be determined.
Forward-Looking Statements
- --------------------------
The Private Securities Litigation Reform Act of 1995 (the Act) provides a
safe harbor for forward-looking statements made by or on behalf of the
Partnership. The Partnership and its representatives may from time to time
make written or oral statements that are "forward-looking," including
statements contained in this report and other filings with the Securities
and Exchange Commission, and reports to the Partnership's shareholders and
news releases. All statements that express expectations, estimates,
forecasts and projections are forward-looking statements within the meaning
of the Act. In addition, other written or oral statements, which
constitute forward-looking statements, may be made by or on behalf of the
Partnership. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "projects," "forecasts," "may," "should,"
variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions, which are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed or forecasted in
or suggested by such forward-looking statements. The Partnership
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
(unaudited)
March 31, December 31,
2005 2004
----------- ------------
ASSETS
Investments:
Equity investments (cost of $2,465,201
and $2,165,201 as of March 31, 2005,
and December 31, 2004, respectively) $2,087,550 $2,131,156
Cash and cash equivalents 153,142 1,881,324
Prepaid expenses 90,148 100,159
Due from related party, net 1,107,533 --
Other assets 2,791 4,352
--------- ---------
Total assets $3,441,164 $4,116,991
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 398 $ 21,274
Due to related parties, net -- 39,165
Other liabilities 3,354 3,353
--------- ---------
Total liabilities 3,752 63,792
Commitments and contingencies (See Note 7)
Partners' capital
Limited Partners
(400,000 units outstanding) 4,875,722 5,368,351
General Partners (1,438,310) (1,315,152)
--------- ----------
3,437,412 4,053,199
--------- ----------
Total liabilities and partners' capital $3,441,164 $4,116,991
========= =========
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF INVESTMENTS
- -------------------------
Principal
Amount or March 31, 2005 December 31, 2004
Industry Shares at ---------------- -----------------
(1) Investment March 31, Cost Fair Cost Fair
Company Position Date 2005 Basis Value Basis Value
- ------------- -------- ---------- ----------- ----- ----- ----- -----
Equity Investments
- ------------------
Environmental
- -------------
0.0% and 0.0% at March 31, 2005, and December 31, 2004 respectively
- --------------------------------------------------------------------
Triangle Common
Biomedical shares and
Sciences, Inc.(a) attached
warrants at
$28.00;
expiring
2009 1999 366 $ 10,614 $ 0 $ 10,614 $ 0
--------- --------- --------- ---------
Medical/Biotechnology
- ---------------------
10.7% and 10.2% at March 31, 2005, and December 31, 2004, respectively
- ----------------------------------------------------------------------
Sanarus Medical, Preferred 1999-
Inc. (a) (b) shares 2005 1,152,227 947,617 311,104 647,616 268,860
Various 1998-
investments various 2004 various 110,133 57,544 110,133 143,092
--------- --------- --------- ---------
1,057,750 368,348 757,749 411,952
--------- --------- --------- ---------
Retail / Consumer Products
- --------------------------
46.9% and 39.8% at March 31, 2005, and December 31, 2004, respectively
- ----------------------------------------------------------------------
Dakota LLC 2003-
Holdings, LLC (a) units 2004 879,638 879,638 1,539,367 879,638 1,539,367
Various Preferred
investments shares 2004 43,744 72,503 72,526 72,503 72,528
-------- --------- --------- ---------
952,141 1,611,893 952,141 1,611,895
-------- --------- --------- ---------
Venture Capital Limited Partnership Investments
- -----------------------------------------------
3.1% and 2.6% at March 31, 2005, and December 31, 2004, respectively
- ----------------------------------------------------------------------
Various Ltd.
investments partnership
interests various various 444,696 107,309 444,697 107,309
--------- --------- --------- ---------
Total investments - 60.7% and 52.6% at
March 31, 2005, and December 31, 2004,
respectively $2,465,201 $2,087,550 $2,165,201 $2,131,156
========= ========= ========= =========
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.
(1) Represents the total fair value of a particular industry segment as a percentage of
partners' capital at 03/31/05 and 12/31/04.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS (unaudited)
- -----------------------------------
For the Three Months Ended March 31,
------------------------------------
2005 2004
-------- -------
Investment income:
Notes receivable interest $ -- $ 416
Short-term investment interest -- 467
------- -------
Total investment income -- 883
Investment expenses:
Management fees 10,854 10,423
Individual General Partners'
compensation 17,000 12,125
Investment operations 24,909 152,589
Administrative and investor services 209,583 622,108
Professional fees 54,564 14,890
Computer services 27,244 38,777
Interest expense -- 3,791
------- -------
Total investment expenses 344,154 854,703
------- -------
Net investment loss (344,154) (853,820)
------- -------
Realized gain from recovery of
investments previously written off -- 98,111
Realized gain from sales of equity
investments 71,973 148,599
Realized loss from venture capital
limited partnership write-offs -- (330,335)
------- -------
Net realized income (loss) 71,973 (83,625)
------- -------
(Increase) decrease in
unrealized depreciation:
Equity investments (343,606) 424,831
------- -------
STATEMENTS OF OPERATIONS (unaudited)(continued)
- ----------------------------------------------
Net decrease in partners' capital
resulting from operations $(615,787) $(512,614)
======= =======
Net decrease in partners' capital
resulting from operations
per Unit $ (1.23) $ (1.03)
======= =======
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS (unaudited)
- -----------------------------------
For the Three Months Ended March 31,
-----------------------------------
2005 2004
---------- ---------
Net decrease in partners' capital
resulting from operations $(615,787) $(512,614)
Adjustments to reconcile decrease
in partners' capital resulting
from operations to net cash used
by operating activities:
Net realized gain on the sale of
equity investments (71,973) (148,599)
Net realized gain on the recovery
of investments previously written off -- (98,111)
Net realized loss from venture capital
limited partnership investment
write-offs -- 330,335
Net decrease (increase)in unrealized
depreciation of equity investments 343,606 (424,831)
Net changes in operating assets and
liabilities:
Accrued interest on notes receivable -- (416)
Prepaid expenses 10,011 10,011
Due (from) to related parties, net (1,146,698) 652,044
Accounts payable and accrued
expenses (20,876) (22,991)
Other changes, net 1,562 4,558
--------- -------
Net cash used by
operating activities (1,500,155) (210,614)
--------- -------
STATEMENTS OF CASH FLOWS (unaudited)(continued)
- ----------------------------------------------
Cash flows from investing activities:
Purchase of investments (300,000) --
Proceeds from the sale of equity
investments 71,973 196,516
Proceeds from the recovery of investments
previously written off -- 98,111
--------- -------
Net cash (used) provided by investing
activities (228,027) 294,627
--------- -------
Net (decrease) increase in cash and cash
equivalents (1,728,182) 84,013
Cash and cash equivalents at
beginning of year 1,881,324 109,664
--------- -------
Cash and cash equivalents
at March 31 $ 153,142 $ 193,677
========= =======
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, 2004. In the opinion of the Managing
General Partners, the accompanying interim financial statements reflect all
adjustments necessary for the fair presentation of the financial position,
results of operations, and cash flows for the interim periods presented.
Allocation of income and loss to Limited and General Partners is based on
cumulative income and loss. Adjustments, if any, are reflected in the
current quarter balances. The results of operations for such interim
periods are not necessarily indicative of results of operations to be
expected for the full year or other interim periods.
2. Uncertain Future of the Partnership
-----------------------------------
The uncertainties arising from the timing of future liquidation events
raise substantial doubt about the Partnership's ability to continue as a
going concern. The accompanying interim financial statements do not
include any adjustments that might result from the outcome of these
uncertainties. As a result, the Independent General Partners have tasked
the Managing General Partners with examining a number of different options,
including the possible early sale of some of the Partnership's private
holdings.
3. Provision for Income Taxes
--------------------------
No provision for income taxes has been made by the Partnership, as the
Partnership is not directly subject to taxation. The partners are to
report their respective shares of Partnership income or loss on their
individual tax returns.
The accompanying financial statements are prepared using accounting
principles generally accepted in the United States of America, which may
not equate to tax basis accounting. The cost of investments on a tax basis
at March 31, 2005, and December 31, 2004, was $3,067,047 and $2,810,768,
respectively. At March 31, 2005, and December 31, 2004, gross unrealized
depreciation on investments based on cost for federal income tax purposes
was as follows:
March 31, December 31,
2005 2004
------------ ------------
Unrealized appreciation $ 671,131 $ 717,774
Unrealized depreciation (1,650,627) (1,397,384)
--------- ---------
Net unrealized depreciation $ (979,496) $ (679,610)
========= =========
4. Related Party Transactions
--------------------------
Related party costs are included in investment expenses shown on the
Statements of Operations. Related party costs for the three months ended
March 31, 2005 and 2004, were as follows:
2005 2004
-------- --------
Management fees $ 10,854 $ 10,423
Individual General Partners' compensation 17,000 12,125
Reimbursable operating expenses 161,352 811,048
Certain reimbursable expenses have been accrued based upon interim
estimates prepared by the Managing General Partners and are adjusted to
actual periodically. There were $119,077 and $259,835 due to related
parties and included in due from/to related parties, net at March 31, 2005,
and December 31, 2004, respectively, for such expenses.
Management fees due to the Managing General Partners and included in due to
related parties, were $3,617 and $3,924 at March 31, 2005, and December 31,
2004, respectively.
As of March 31, 2005, and December 31, 2004, the Partnership has a due from
related party receivable of $1,230,227 and $224,594, respectively, related
to its investment in Dakota Holdings, LLC. The Partnership has advanced
funds to the company for operations. It is the Managing General Partners'
expectation that this receivable will be converted into additional equity
investments in Dakota Holdings.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of portfolio
companies. It is the Managing General Partners' policy that all such
compensation be transferred to the investing partnerships. If the options
are non-transferable, they are not recorded as an asset of the Partnership.
Any profit from the exercise of such options will be transferred if and
when the options are exercised and the underlying stock is sold by the
officers. Any such profit is allocated amongst the Partnership and
affiliated partnerships based upon their proportionate investment in the
portfolio company. At March 31, 2005, the Partnership and affiliated
partnerships had an indirect interest in non-transferable Sanarus Medical,
Inc., Physiometrix, Inc., and Corautus Genetics Inc. options with a fair
value of $158.
Retention bonuses were offered to and accepted by key employees of the
Managing General Partners during 2002. The bonuses, incremented by annual
salary increases, will be paid to those individuals who are still full-time
employees of the Managing General Partners in April 2007. The expense for
the bonus is recognized ratably over the beneficial period, October 2002 to
April 2007. As of March 31, 2005, the Partnership has recognized expense
of $90,104. Upon the resignation of personnel, no adjustment to the
retention bonus amount previously paid by the Partnership to the Managing
General Partners shall occur until a replacement person is hired.
5. Equity Investments
------------------
All investments are valued at fair value as determined in good faith by the
Managing General Partners and in conjunction with Note 1 of the Form 10-K
for the year ended December 31, 2004.
Restricted Securities
- ---------------------
At March 31, 2005, and December 31, 2004, restricted securities had
aggregate costs of $2,465,201 and $2,165,201 respectively, and aggregate
fair values of $2,087,550 and $2,131,156 respectively, representing 60.7
percent and 20.7 percent, respectively, of the net assets of the
Partnership.
Significant purchases or sales of equity investments during the quarter
ended March 31, 2005, were as follows:
Corautus Genetics Inc.
- ----------------------
In March 2005, the Partnership excerised a common stock warrant and
received 14,550 shares. Subsequently, all the shares were sold for
proceeds of $58,348, resulting in a realized gain of $58,348.
Phase Forward Inc.
- ------------------
In March 2005, the Partnership received a stock distribution in the company
from Onset Enterprises Associates, L.P., a venture capital limited
partnership. Subsequently, the Partnership sold its holdings in the
company for proceeds of $13,625 and recorded a realized gain of $13,625.
Sanarus Medical, Inc.
- ---------------------
In January 2005, the Partnership purchased 375,939 Series D Preferred
shares at a cost of $300,000.
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, 2004, Form 10-K.
6. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at March 31, 2005, and December 31, 2004,
consisted of demand accounts totaling $153,142 and $1,881,324,
respectively.
7. Commitments and Contingencies
-----------------------------
From time to time the Partnership becomes a party to financial instruments
with off-balance-sheet risk in the normal course of its business.
Generally, these instruments are commitments for future equity investment
fundings, equipment financing commitments, or accounts receivable lines of
credit that are outstanding but not currently fully utilized by a borrowing
company. As they do not represent current outstanding balances, these
unfunded commitments are not recognized in the financial statements. At
March 31, 2005, there were no unfunded commitments.
From time to time, the Partnership is subject to routine litigation
incidental to the business of the Partnership. Although there can be no
assurances as to the ultimate disposition of these matters and the
commitments disclosed above, it is the opinion of the Managing General
Partners, based upon the information available at this time and advice from
legal counsel, 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.
8. Financial Highlights
--------------------
For The Three Months Ended March 31,
-----------------------------------
2005 2004
------ ------
(all amounts on a per Unit basis)
Net asset value,
beginning of period $13.42 $13.53
(Loss) from investment operations:
Net investment loss (0.69) (1.71)
Net realized and unrealized
gain (loss) on investments (0.54) .68
---- ----
Total from investment operations (1.23) (1.03)
---- ----
Net asset value, end of period $12.19 $12.50
==== ====
Total return (9.18)% (7.58)%
Ratios to average net assets:
Net investment loss (5.38)% (13.12)%
Expenses 6.72% 16.41%
Pursuant to the Partnership Agreement, net profit shall be allocated first
to those Partners with deficit capital account balances until such deficits
have been eliminated. The net asset values shown above assume the
Partnership is in liquidation. Upon liquidation, the General Partners
would contribute capital equal to the amount of the General Partners'
deficit. As of March 31, 2005 and December 31, 2004, the General Partners
have a negative capital balance of $1,438,310 and $1,315,152, respectively.
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,
2004.
In the absence of readily obtainable market values, the estimated fair
value of the Partnership's investments may differ significantly from the
values that would have been used had a ready market existed.
The Partnership continues to experience decreases in partners' capital
resulting from overall market declines and from operations. For the three
months ended March 31, 2005, the Partnership incurred a net decrease in
partners' capital of $615,787. In addition, the Partnership's liquid
assets, including unrestricted marketable equity investments, are not
adequate to fund ongoing operations of the Partnership for 2005. These
factors, among others, raise substantial doubt about the Partnership's
ability to continue as a going concern. As a result, the Independent
General Partners have tasked the Managing General Partners with examining a
number of different options, including the possible early sale of some of
the Partnership's private holdings. The accompanying financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
During the three months ended March 31, 2005, net cash used by operating
activities totaled $1,500,155. The Partnership paid management fees of
$11,161 to the Managing General Partners and reimbursed related parties for
operating expenses of $1,297,731. In addition, $17,000 was paid to the
Individual General Partners as compensation for their services. The
Partnership paid other investment expenses of $174,263, and $0 was paid in
interest on short-term borrowings. Interest income of $0 was received.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net decrease in partners' capital resulting from operations was $615,787
for the three months ended March 31, 2005, compared to a net decrease in
partners' capital resulting from operations of $512,614 for the same period
in 2004.
Net unrealized depreciation on equity investments was $377,651 at March 31,
2005, compared to net unrealized depreciation of $34,045 at December 31,
2004. During the quarter ended March 31, 2005, the Partnership recorded an
increase in net unrealized depreciation on equity investments of $343,606,
compared to a decrease in net unrealized depreciation of $424,831 during
the same period in 2004. The change in 2005 and 2004 was due to
fluctuations in the publicly traded prices of the Partnership's marketable
equity securities.
During the quarter ended March 31, 2005 and 2004, there were no realized
gains from venture capital limited partnership investments.
Total investment expenses were $344,154 and $854,703 for the quarters ended
March 31, 2005 and 2004, respectively. The decrease was primarily due to
decreased investment monitoring, computer services, and administrative
services, and decreased professional fees.
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.
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: May 12, 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.
Technology Funding Venture Partners IV, L.P. 5/11/2005 4:45 PM
(a Delaware limited partnership)
Page 19 of 19
Technology Funding Venture Partners IV, L.P.
(a Delaware limited partnership)
Technology Funding Venture Partners IV, L.P.
(a Delaware limited partnership)