<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-17738
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Fiduciary Capital Pension Partners, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 86-0653603
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(State of organization) (I.R.S. Employer
Identification No.)
410 17th Street
Suite 400
Denver, Colorado 80202
--------------------- ----------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (800) 866-7607
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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 .
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Fiduciary Capital Pension Partners, L.P.
Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 1999
Table of Contents
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) 3
Schedule of Investments -
September 30, 1999 3
Schedule of Covered Call Options
Written - September 30, 1999 5
Balance Sheets - September 30, 1999 and
December 31, 1998 6
Statements of Operations for the three
months ended September 30, 1999 and 1998 7
Statements of Operations for the nine
months ended September 30, 1999 and 1998 8
Statements of Cash Flows for the nine
months ended September 30, 1999 and 1998 9
Statements of Changes in Net Assets for
the nine months ended September 30, 1999
and for the year ended December 31, 1998 10
Selected Per Unit Data and Ratios 11
Notes to Financial Statements 12
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 13
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 20
</TABLE>
2
<PAGE> 3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SCHEDULE OF INVESTMENTS
SEPTEMBER 30,1999
(unaudited)
<TABLE>
<CAPTION>
Principal
Amount/ Investment Amortized % of Total
Shares Investment Date Cost Value Investments
- --------- ---------- ---------- --------- ----- -----------
<S> <C> <C> <C> <C> <C>
MANAGED COMPANIES:
3,617 sh. KEMET Corporation,
Common Stock(l)* 07/11/91 $ 1,282 $ 115,631
--------- --------- ----
1,282 115,631 2.1%
--------- --------- ----
$1,632,960 LMC Corporation, 12.00%
Senior Subordinated 11/01/96
Revolving Notes through
due 10/31/00(2) 01/13/99 1,632,960 1,632,960
71,961 sh. LMC Corporation,
Class B Preferred Stock* 08/09/99 719,610 719,610
239,600 sh. LMC Corporation, 7.00%
Class C Preferred Stock* 06/10/94 2,389,210 1,430,808
4,476,500 sh. LMC Corporation, 02/09/96
Common Stock* through
08/05/98 2,465,449 1
47.92 sh. LMC Credit Corp.,
Common Stock* 02/09/96 1 1
--------- --------- ----
7,207,230 3,783,380 67.8
--------- --------- ----
$1,290,000 R.B.M. Precision Metal
Products, Inc., 13.00%
Senior Subordinated
Secured Notes due
5/24/02(3) 05/24/95 1,244,881 652,294
12,603.7 sh. R.B.M. Precision Metal
Products, Inc,, Warrants to
Purchase Common Stock* 05/24/95 73,295 1
12,717 sh. R.B.M. Precision Metal
Products, Inc. Common
Stock 12/09/98 1 1
--------- --------- ----
1,318,177 652,296 11.7
--------- --------- ----
Total Investments in Managed Companies (93.2% of net assets) 8,526,689 4,551,307 81.6
--------- --------- ----
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
3
<PAGE> 4
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SCHEDULE OF INVESTMENTS (CONTINUED)
SEPTEMBER 30,1999
(unaudited)
<TABLE>
<CAPTION>
Principal
Amount/ Investment Amortized % of Total
Shares Investment Date Cost Value Investments
- --------- ---------- ---------- --------- ----- -----------
<S> <C> <C> <C> <C> <C>
NON-MANAGED COMPANY:
821,376 sh. WasteMasters, Inc.,
Common Stock(4)* 06/03/98 1,097,307 1
------------ ---------- -----
Total Investment in Non-Managed Company (0.0% of net assets) 1,097,307 1 0.0
------------ ---------- -----
TEMPORARY INVESTMENTS:
$1,025,000 Ford Motor Credit Corporation,
5.05% Notes due 10/5/99 09/21/99 1,024,426 1,024,426
------------ ---------- -----
Total Temporary Investments (21.0% of net assets) 1,024,426 1,024,426 18.4
------------ ---------- -----
Total Investments (114.2% of net assets) $ 10,648,422 $5,575,734 100.0%
============ ========== =====
</TABLE>
(1) The KEMET Corporation common stock trades on the NASDAQ National Market
System.
(2) The accrual of interest on the notes was discontinued by the Fund effective
July 1, 1999.
(3) The notes will amortize in three equal annual installments of $430,000
commencing on May 24, 2000.
(4) The WasteMasters, Inc. common stock, which trades on the OTC Bulletin Board
System, is subject to a 24 month lock up period, a call option and a right
of first refusal.
* Non-income producing security.
The accompanying notes to financial statements are an
integral part of this schedule.
4
<PAGE> 5
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SCHEDULE OF COVERED CALL OPTIONS WRITTEN
SEPTEMBER 30, 1999
(unaudited)
<TABLE>
a:\
- ----------------------------------------------------------------------------------------------------------------
Shares
Subject to Common Stock Expiration Date /
Call Investment Exercise Price Value
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3,617 sh. KEMET Corporation October / $17.50 $52,896
- ----------------------------------------------------------------------------------------------------------------
Total (premiums received $4,514) $52,896
================================================================================================================
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
5
<PAGE> 6
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS:
Investments:
Portfolio investments, at value:
Managed companies (amortized cost -
$8,526,689 and $7,761,313,
respectively) $ 4,551,307 $ 6,609,045
Non-managed company (amortized cost -
$1,097,307) 1 1
Temporary investments, at amortized cost 1,024,426 1,897,223
----------- -----------
Total investments 5,575,734 8,506,269
Cash and cash equivalents 133,060 628,670
Accrued interest receivable 18,215 85,556
Other assets 27,433 27,234
----------- -----------
Total assets $ 5,754,442 $ 9,247,729
=========== ===========
LIABILITIES:
Covered call options written, at value
(premiums received $4,514) $ 52,896 $ --
Payable to affiliates (Notes 2, 3 and 4) 34,573 25,748
Accounts payable and accrued liabilities 498,959 470,840
Distributions payable to partners 284,950 284,950
----------- -----------
Total liabilities 871,378 781,538
----------- -----------
NET ASSETS:
Managing General Partner (180,012) (180,012)
Limited Partners (equivalent to $5.38
and $9.19, respectively, per limited
partnership unit based on 940,336
units outstanding) 5,063,076 8,646,203
----------- -----------
Net assets 4,883,064 8,466,191
----------- -----------
Total liabilities and net assets $ 5,754,442 $ 9,247,729
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
6
<PAGE> 7
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 73,052 $ 150,238
----------- -----------
Total investment income 73,052 150,238
----------- -----------
Expenses:
Professional fees 106,379 22,212
Fund administration fees (Note 3) 29,581 29,581
Investment advisory fees (Note 2) 20,741 22,501
Administrative expenses (Note 3) 17,223 17,223
Independent General Partner fees
and expenses (Note 4) 10,844 10,725
Other expenses 15,268 20,339
----------- -----------
Total expenses 200,036 122,581
----------- -----------
NET INVESTMENT (LOSS) INCOME (126,984) 27,657
----------- -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments 329,952 (10,148)
Net change in unrealized loss
on investments (3,009,825) (365,064)
----------- -----------
Net loss on investments (2,679,873) (375,212)
----------- -----------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $(2,806,857) $ (374,555)
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
7
<PAGE> 8
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 253,972 $ 532,023
----------- -----------
Total investment income 253,972 532,023
----------- -----------
Expenses:
Professional fees 143,927 130,285
Fund administration fees (Note 3) 88,745 88,745
Investment advisory fees (Note 2) 62,222 80,981
Administrative expenses (Note 3) 51,671 51,671
Independent General Partner fees
and expenses (Note 4) 43,062 41,474
Other expenses 44,856 53,282
----------- -----------
Total expenses 434,483 446,438
----------- -----------
NET INVESTMENT (LOSS) INCOME (180,511) 85,585
----------- -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments 323,730 (2,486,531)
Net change in unrealized loss
on investments (2,871,496) 1,893,140
----------- -----------
Net loss on investments (2,547,766) (593,391)
----------- -----------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $(2,728,277) $ (507,806)
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
8
<PAGE> 9
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets resulting from operations $(2,728,277) $ (507,806)
Adjustments to reconcile net increase (decrease) in
net assets resulting from operations to net cash
(used in) provided by operating activities:
Accreted discount on portfolio investments (7,293) (12,932)
Interest income received in stock (69,360) --
Change in assets and liabilities:
Accrued interest receivable 67,341 7,038
Other assets (199) 27,827
Payable to affiliates 8,825 1,780
Accounts payable and accrued liabilities 2,175 1,433
Net realized (gain) loss on investments (323,730) 2,486,531
Net change in unrealized loss on investments 2,871,496 (1,893,140)
----------- -----------
Net cash (used in) provided by operating activities (179,022) 110,731
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of portfolio investments (695,610) (2,618,810)
Proceeds from dispositions of portfolio investments 361,075 1,124,615
Sale of temporary investments, net 872,797 4,495,359
----------- -----------
Net cash provided by investing activities 538,262 3,001,164
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions paid to partners (854,850) (3,194,350)
----------- -----------
Net cash used in financing activities (854,850) (3,194,350)
----------- -----------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (495,610) (82,455)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 628,670 276,108
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 133,060 $ 193,653
=========== ===========
NONCASH INVESTING AND
FINANCING ACTIVITIES:
Investments exchanged for other investments $ -- $ 1,360,801
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
9
<PAGE> 10
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND FOR THE YEAR ENDED DECEMBER 31, 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Increase in net assets from operations:
Net investment (loss) income $ (180,511) $ 57,840
Net realized gain (loss) on investment 323,730 (2,497,650)
Net change in unrealized loss on
investments (2,871,496) 1,552,695
------------ ------------
Net decrease in net assets
resulting from operations (2,728,277) (887,115)
Repurchase of limited partnership units -- (752,571)
Distributions to partners from -
Net investment income -- (85,585)
Realized gain on investments -- (1,402,287)
Return of capital (854,850) (1,270,116)
------------ ------------
Total decrease in net assets (3,583,127) (4,397,674)
Net assets:
Beginning of period 8,466,191 12,863,865
------------ ------------
End of period (including no undistributed
net investment income ) $ 4,883,064 $ 8,466,191
============ ============
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
10
<PAGE> 11
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SELECTED PER UNIT DATA AND RATIOS
(unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------- -------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Per Unit Data:
Investment income $ .07 $ .15 $ .27 $ .51
Expenses (.21) (.12) (.46) (.43)
--------- --------- --------- ---------
Net investment (loss) income (.14) .03 (.19) .08
Net realized gain (loss) on investments .35 (.01) .34 (2.41)
Net change in unrealized loss on
investments (3.20) (.36) (3.06) 1.84
Distributions declared to partners (.30) (.30) (.90) (2.41)
--------- --------- --------- ---------
Net decrease in net asset value (3.29) (.64) (3.81) (2.90)
Net asset value:
Beginning of period 8.67 10.40 9.19 12.66
--------- --------- --------- ---------
End of period $ 5.38 $ 9.76 $ 5.38 $ 9.76
========= ========= ========= =========
Ratios (annualized):
Ratio of expenses to average net assets 12.45% 4.80% 7.86% 5.31%
Ratio of net investment (loss) income to
average net assets (7.90)% 1.08% (3.27)% 1.02%
Number of limited partnership units at end of period 940,336 1,020,142 940,336 1,020,142
</TABLE>
The accompanying notes to financial statements are an
integral part of these selected per unit data and ratios.
11
<PAGE> 12
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(unaudited)
1. GENERAL
The accompanying unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
FCM Fiduciary Capital Management Company ("FCM"), the Managing General Partner
of Fiduciary Capital Pension Partners, L.P. (the "Fund"), necessary to fairly
present the financial position of the Fund as of September 30, 1999 and the
results of its operations, changes in net assets and its cash flows for the
periods then ended.
These financial statements should be read in conjunction with the Significant
Accounting Policies and other Notes to Financial Statements included in the
Fund's annual audited financial statements for the year ended December 31, 1998.
2. INVESTMENT ADVISORY FEES
As compensation for its services as investment adviser, FCM receives a
subordinated monthly fee at the annual rate of 1% of the Fund's available
capital, as defined in the Partnership Agreement. Investment advisory fees of
$62,222 were paid by the Fund for the nine months ended September 30, 1999.
3. FUND ADMINISTRATION FEES
As compensation for its services as fund administrator, FCM receives a monthly
fee at the annual rate of .45% of net proceeds available for investment, as
defined in the Partnership Agreement. Fund administration fees of $88,745 were
paid by the Fund for the nine months ended September 30, 1999. FCM is also
reimbursed, subject to various limitations, for administrative expenses incurred
in providing accounting and investor services to the Fund. The Fund reimbursed
FCM for administrative expenses of $51,671 for the nine months ended September
30, 1999.
4. INDEPENDENT GENERAL PARTNER FEES AND EXPENSES
As compensation for services rendered to the Fund, each of the Independent
General Partners receives from the Fund and Fiduciary Capital Partners, L.P., an
affiliated fund, (collectively, the "Funds") an annual fee of $30,000, payable
monthly in arrears, together with all out-of-pocket expenses. Each Fund's
allocation of these fees and expenses is based on the relative number of
outstanding Units. Fees and expenses paid by the Fund for the nine months ended
September 30, 1999 totaled $43,062.
12
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the Fund's unaudited
Financial Statements and the Notes thereto. This report contains, in addition to
historical information, forward-looking statements that include risks and other
uncertainties. The Fund's actual results may differ materially from those
anticipated in these forward-looking statements. While the Fund can not always
predict what factors would cause actual results to differ materially from those
indicated by the forward-looking statements, factors that might cause such a
difference include general economic and business conditions, competition and
other factors discussed elsewhere in this report. Readers are urged to consider
statements that include the terms "believes", "expects", "plans", "anticipates",
"intends" or the like to be uncertain and forward-looking. The Fund undertakes
no obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of anticipated or unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999, the Fund held portfolio investments in three Managed
Companies and one Non-Managed Company, with an aggregate original cost of
approximately $9.6 million. The value of these portfolio investments, which were
made from net offering proceeds and the reinvestment of proceeds from the sale
of other portfolio investments, represents approximately 93.2% of the Fund's net
assets.
When acquired, the Fund's portfolio investments generally consisted of
high-yield subordinated debt, linked with an equity participation or a
comparable participation feature in middle market companies. The securities were
typically issued in private placement transactions and were subject to certain
restrictions on transfer or sale, thereby limiting their liquidity. A number of
the portfolio companies have prepaid their subordinated debt that the Fund held.
In addition, three of the portfolio companies have successfully completed
initial public offerings ("IPOs") of their stock. The Fund has sold the stock it
held in these three companies, except for a portion of its KEMET Corporation
("KEMET") stock.
As of September 30, 1999, the Fund's remaining liquid assets were invested in
short-term commercial paper. These funds are available to fund the annual
repurchase offer, to fund follow-on investments in existing portfolio companies,
to pay Fund expenses and for distribution to the partners.
The Fund's investment period ended on December 31, 1995. Although the Fund has
been permitted to make additional investments in existing portfolio companies
since 1995, the Fund is no longer permitted to acquire investments in new
portfolio companies. Consequently, the Fund has been in a liquidation mode.
Since the middle of 1997, the Fund has liquidated a significant percentage of
its investments and has distributed approximately $5.93 per Unit to the Limited
Partners, with the cash coming primarily from the liquidation of these
investments. The Fund presently has only four remaining investments in portfolio
companies, which are expected to generate only limited amounts of interest
income for the Fund during 1999 and future years.
Pursuant to the terms of the Fund's periodic unit repurchase policy, the Fund
has annually offered to purchase from its Limited Partners, up to 7.5% of its
outstanding Units for an amount equal to the current net asset value per Unit,
net of a fee (not to exceed 2%) to be retained by the Fund to offset expenses
incurred in connection with the repurchase offer. If the number of tendered
Units in any year exceeds 7.5% of the outstanding Units, the Fund's General
Partners may vote to
13
<PAGE> 14
repurchase up to an additional 2% of the outstanding Units. The 1999 repurchase
offer was mailed to the Limited Partners during October 1999. The actual
redemption of Units will occur on November 19, 1999.
The General Partners are presently considering a number of alternative actions
through which the Fund could be liquidated by the end of next year. An overall
plan of liquidation was adopted at a meeting of the General Partners held in
January 1999. The General Partners will follow the requisite regulatory
procedures required to liquidate the Fund. These procedures are expected to
include requesting an exemptive order from the Securities and Exchange
Commission (the "SEC"), which will permit the Fund to act as an operating
company instead of an SEC registered investment company. Once this order is
obtained, the Fund will finalize its liquidation plan and prepare a proxy
statement setting forth the details of the plan as well as the changes required
in the Fund's Partnership Agreement. Early in 2000, the Limited Partners will be
requested to approve the implementation of the liquidation plan and the
Partnership Agreement changes. As currently contemplated, Fund investors would
become direct shareholders of LMC as a result of the liquidation plan, if all
approvals are received.
During February 1999, the Fund agreed to purchase $650,250 of LMC's Senior
Subordinated Revolving Notes due October 1, 1999. During August 1999, the Fund
exchanged these Notes and a receivable for $69,360 of accrued interest for LMC
Class B preferred stock having a par value of $719,610.
During April 1999, the Fund began writing covered call options with respect to
its shares of KEMET stock. During the nine months ended September 30, 1999, the
Fund received $24,372 of premiums from the sale of the options and $330,152 from
the exercise of the options for 19,169 shares. At September 30, 1999, 3,617
options were outstanding at a strike price of $17.50. The Fund also received
$6,552 of sales proceeds from the sale of 270 shares of KEMET stock during July
1999.
Accrued interest receivable decreased $67,341 from $85,556 at December 31, 1998
to $18,215 at September 30, 1999. The $85,556 of accrued interest receivable at
December 31, 1998 consisted primarily of interest due on the LMC Corporation
("LMC") notes and the $18,215 of accrued interest receivable at September 30,
1999 consisted primarily of interest due on the R.B.M. Precision Metal Products,
Inc. ("RBM") notes. Both receivable amounts also included a small receivable for
interest earned on money market investments. The Fund had placed the RBM notes
on non-accrual status at December 31, 1998. During the nine months ended
September 30, 1999, the Fund again began accruing interest on the RBM notes, but
placed the LMC notes on non-accrual status. (See below for discussions
concerning the Fund's LMC and RBM investments.)
During the nine months ended September 30, 1999, the Fund paid cash
distributions pertaining to the fourth quarter of 1998 and the first and second
quarters of 1999, each in the amount of $284,950, or $0.30 per Unit. The
distribution for the third quarter of 1999 will be paid on November 15, 1999 at
a rate of $0.30 per Unit. All of the 1999 distributions constitute a return of
capital.
The 1999 repurchase offer and the distribution for the third quarter of 1999
will utilize a substantial portion of the Fund's remaining cash. As a result,
the General Partners presently anticipate that the Fund will suspend quarterly
cash distributions, commencing with the distribution for the fourth quarter of
1999, which would otherwise be payable during February 2000.
14
<PAGE> 15
RESULTS OF OPERATIONS
Investment Income and Expenses
The Fund's net investment loss was $(126,984) for the three months ended
September 30, 1999 as compared to net investment income of $27,657 for the
corresponding period of the prior year. Net investment income (loss) per limited
partnership unit decreased from $0.03 to $(0.14) and the ratio of net investment
income (loss) to average net assets decreased from 1.08% to (7.90)% for the
three months ended September 30, 1999 as compared to the corresponding period of
the prior year.
The Fund's net investment loss was $(180,511) for the nine months ended
September 30, 1999 as compared to net investment income of $85,585 for the
corresponding period of the prior year. Net investment income (loss) per limited
partnership unit decreased from $0.08 to $(0.19) and the ratio of net investment
income (loss) to average net assets decreased from 1.02% to (3.27)% for the nine
months ended September 30, 1999 as compared to the corresponding period of the
prior year.
Net investment income (loss) for the three months ended September 30, 1999
decreased both as a result of a decrease in investment income and an increase in
total expenses as compared to the corresponding period of the prior year.
Net investment income (loss) for the nine months ended September 30, 1999
decreased as a result of a decrease in investment income as compared to the
corresponding period of the prior year. The impact of the decrease in investment
income was partially offset by a small decrease in total expenses.
Investment income decreased $77,186 and $278,051, or 51.4% and 52.3%, for the
three and nine month periods ended September 30, 1999 as compared to the
corresponding periods of the prior year. These decreases resulted primarily from
the decisions not to record interest on the Fund's RBM notes during the period
from August 25, 1998 through May 24, 1999 and the Fund's LMC notes during the
period from July 1, 1999 through September 30, 1999 (see discussions below) and
a decrease in the amount of the Fund's temporary investments. The amount of the
Fund's temporary investments decreased because of (i) return of capital
distributions made by the Fund, (ii) purchases of additional LMC follow-on
investments, and (iii) the Fund's repurchase of 7.82% of its Units during the
fourth quarter of 1998. The negative effect of these items was partially offset
by an increase in interest income earned on the LMC follow-on investments that
were acquired during 1998 and 1999.
Total expenses increased $77,455, or 63.2%, for the three months ended September
30, 1999 as compared to the corresponding period of the prior year. This
increase resulted primarily from an increase in professional fees. This increase
was partially offset by decreases in investment advisory fees and other
expenses.
Total expenses decreased $11,955, or 2.7%, for the nine months ended September
30, 1999 as compared to the corresponding period of the prior year. This
decrease resulted primarily from decreases in investment advisory fees and other
expenses. These decreases were partially offset by an increase in professional
fees.
Professional fees increased significantly during the three months ended
September 30, 1999 as compared to the corresponding period of the prior year.
However, professional fees increased by a significantly smaller amount during
the nine months ended September 30, 1999 as compared to the corresponding period
of the prior year due to the fact that professional fees recorded during the
15
<PAGE> 16
six months ended June 30, 1999 had decreased significantly from the
corresponding period of the prior year. Both of these variances resulted
primarily from legal fees incurred during both 1998 and 1999 in connection with
LMC related litigation.
The investment advisory fees decreased during the three and nine month periods
ended September 30, 1999 as compared to the corresponding periods of the prior
year, primarily as a result of (i) the repurchase of Units during the fourth
quarter of 1998, (ii) the payment of quarterly cash distributions during 1998
that exceeded the Limited Partners' Preferred Returns (as defined in the Fund's
Partnership Agreement), and (iii) losses realized by the Fund during the second
quarter of 1998 with respect to the Mobile Technology, Inc., Atlas
Environmental, Inc. ("Atlas") and AR Accessories Group, Inc. portfolio
investments. All three of these items decreased the amount of the Fund's
available capital (as defined in the Partnership Agreement), which is the base
with respect to which the investment advisory fees are calculated.
Realized Gain (Loss) on Investments
During April 1999, the Fund wrote covered call options (May/$15.00) with respect
to 4,521 shares of its KEMET stock, for which it received $3,932 of premiums.
The options for 1,085 of these shares were exercised during May 1999 and the
balance expired unexercised. The Fund recorded aggregate realized gains of
$19,722 from these transactions during May 1999.
During April 1999, the Fund wrote covered call options (July /$17.50) with
respect to 18,084 shares of its KEMET stock, for which it received $15,926 of
premiums. These options were exercised during July 1999. The Company also sold
270 shares of KEMET stock during July 1999. The Fund recorded aggregate gains of
$329,952 from these transactions during July 1999.
The Fund incurred approximately $26,000 of realized losses during the nine
months ended September 30, 1999 as a result of adjustments relating to certain
previously held investments.
Net Unrealized Gain (Loss) on Investments
FCM values the Fund's portfolio investments on a weekly basis utilizing a
variety of methods. For securities that are publicly traded and for which market
quotations are available, valuations are set by the closing sales or an average
of the closing bid and ask prices, as of the valuation date.
Fair value for securities that are not traded in any liquid public markets or
that are privately held are determined pursuant to valuation policies and
procedures that have been approved by the Independent General Partners and
subject to their supervision. There is a range of values that are reasonable for
such investments at any particular time. Each such investment is valued
initially based upon its original cost to the Fund ("cost method"). The cost
method is used until significant developments affecting the portfolio company
provide a basis for use of an appraisal valuation. Appraisal valuations are
based upon such factors as the portfolio company's earnings, cash flow and net
worth, the market prices for similar securities of comparable companies and an
assessment of the portfolio company's future financial prospects. In a case of
unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method is used
only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
16
<PAGE> 17
As of December 31, 1998, the Fund had recorded $255,533 of unrealized gain and
$2,505,107 of unrealized loss on investments. Therefore, as of December 31,
1998, the Fund had recorded a total net unrealized loss on investments of
$2,249,574.
The increase in unrealized loss on investments during the three and nine month
periods ended September 30, 1999 and the cumulative net unrealized loss on
investments as of September 30, 1999 consisted of the following components:
<TABLE>
<CAPTION>
Net Changes in
Unrealized Gain (Loss)
------------------------------------------ Net Unrealized
During the Three During the Nine Gain (Loss)
Months Ended Months Ended Recorded As of
Portfolio Company September 30, 1999 September 30, 1999 September 30, 1999
- --------------------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
Unrealized gains recorded during
prior periods with respect to
investments disposed of during
the period $ (330,383) $ (215,445) $ --
KEMET 2,488 25,879 65,967
LMC (2,681,930) (2,681,930) (3,423,850)
RBM -- -- (665,881)
WMI -- -- (1,097,306)
------------------ ------------------ ------------------
$ (3,009,825) $ (2,871,496) $ (5,121,070)
================== ================== ==================
</TABLE>
KEMET stock, which trades on the NASDAQ National Market System, closed at
$31.96875 (an average of the closing bid and ask prices) on September 30, 1999.
This price is up significantly from the closing prices of $22.90625 and $11.4375
on June 30, 1999 and December 31, 1998, respectively. Based on the $31.96875
closing trading price of the common stock, the 3,617 shares of common stock that
the Fund held at September 30, 1999, had a market value of $115,631.
As of September 30, 1999, the Fund had written outstanding covered call options
with respect to 3,617 shares of KEMET stock. These options, for which the Fund
received $4,514 of premiums, had a market value of $52,896 as of September 30,
1999.
LMC has successfully reoriented its business away from fleet snow grooming to
the production of light construction vehicles, known as the TrackMaster 85.
Unfortunately, production and moving delays, combined with CIT's unilateral
reductions in loan availability under the company's CIT facility, have
eliminated the working capital necessary for continued vehicle production.
FCM is assessing various options and alternatives including refinancing options,
sales of certain assets, and sale of the company. FCM is also considering the
establishment of TrackMaster as a separate subsidiary and refinancing that
business directly.
All matters relative to LMC's defined contribution pension plan (the "Plan"),
including the attendant litigation have been settled. Mr. Wallace, the former
controlling shareholder of LMC and the Plan trustee, contributed $750,000 to pay
the assessed underfunding. He received Class A preferred stock in return for
this contribution. The company gave Mr. Wallace a full release from all claims
related to this matter and has received letters from both the I.R.S. and the
Department of Labor indicating that they have "accepted" LMC's actions to date.
While this does not mean that future action is precluded, management believes it
to be unlikely.
Simultaneous with the above settlement, the Fund converted its revolving notes
that were due October 1, 1999, plus all accrued interest due from LMC, into
Class B preferred stock. Due to the working capital shortage referred to above,
the Fund is no longer accruing interest on the LMC Senior Subordinated Revolving
Notes due October 31, 2000, which it still holds. This situation
17
<PAGE> 18
will continue indefinitely, unless and until, a refinancing is accomplished. As
a further result of these circumstances, the Fund has created additional
reserves against the carrying values of the Fund's LMC notes and preferred
stock. At September 30, 1999, the Fund recorded a writedown of $2,681,930. Thus,
at September 30, 1999, the Fund's total LMC investment had a net carrying value
of $3,783,380, versus its cost of $7,207,230.
RBM resumed quarterly interest payments on the notes held by the Fund as of the
second quarter of 1999. At September 30, 1999, RBM held $852,000 of cash and
their line of credit had a zero outstanding balance. RBM appears to have managed
their balance sheet well and their September report states that "RBM still
expects to meet or exceed covenant requirements for the fourth quarter and year
end".
For the eleven months ended September 30, 1999, RBM's revenues were $10.4
million versus a budget of $11 million. Losses continue, but are more favorable
than budgeted. For the year to date, RBM's loss was $1.28 million (pretax)
versus a budgeted loss for the period of $1.77 million. Obviously, this can not
continue for long and RBM's management is trying to rebuild revenues. They
expect October to exceed budget, but only by $100,000, at a $1.3 million level
versus a budget of $1.2 million.
RBM continues o experience high turnover. In the last quarter, the CEO, the CFO
/ VP of Finance and the Human Resources Manager have all resigned. The equity
sponsor and majority holder, 13I Investments ("13I"), has taken over direct
management of the company and the CEO of 13I has moved to Colorado Springs in
order to take full time responsibility for the management of RBM.
FCM continues to press for repayment of the Fund's note, or a sale of the
company, without success. To date, RBM has been unsuccessful in refinancing the
Fund's note.
During June 1998, the Fund exchanged its Atlas Environmental, Inc. ("Atlas")
(which was in bankruptcy proceedings) subordinated notes and warrants for
821,376 shares of common stock of WasteMasters, Inc. ("WMI"), an Atlanta Georgia
based waste management company. Pursuant to the terms of the agreement, the Fund
is prohibited from selling its WMI common stock for 24 months. In addition, the
Fund granted the entity acquiring the Fund's Atlas securities a call on the
Fund's WMI common stock during the 24 month lock up period and a right of first
refusal thereafter. The call price is $11.25 per share.
The WMI common stock, which trades on the OTC Bulletin Board System ("WASTE"),
closed at $1.78 (an average of the closing bid and ask prices) on the date of
the exchange (June 3, 1998). Based on this price, the Fund's WMI had a trading
value of $1,462,049 on the date of the exchange. However, due to a number of
factors, including the speculative nature of the WMI stock, the two year lock up
period and the relative size of the Fund's stock position versus the daily
trading volume, FCM has decided to carry the WMI stock at the same $1 nominal
value that the Atlas securities were previously carried by the Fund. The WMI
common stock has recently traded near its 52-week low of $0.025 per share.
The Fund recorded a realized loss of $2,125,574 on the exchange, which was equal
to the amount of the loss which the Fund claimed for income tax purposes from
the disposition of the Atlas securities. The $1,097,306 balance of the
unrealized loss previously recorded by the Fund with respect to the Atlas
securities continues to be carried by the Fund as an unrealized loss.
18
<PAGE> 19
Readiness for Year 2000
FCM has completed a review of the accounting and other information systems that
are currently being utilized by FCM and the Fund with regard to Year 2000
issues. This review involved both actual tests of parts of the information
systems that were conducted by third party consultants and representations
received from various software vendors. FCM believes that all of these systems
are Year 2000 compliant. All of the costs associated with this review were paid
by FCM.
FCM also corresponded with appropriate third parties, such as the Fund's
custodian and transfer agent, concerning whether their information systems are
Year 2000 compliant. These third parties have represented that their information
systems are either currently Year 2000 compliant or that they have identified
the scope of required upgrades or changes to their information systems that are
needed and that they have a plan in place to complete these upgrades on a timely
basis.
As a result of the above discussed review, Year 2000 issues are not expected to
have any material adverse effects on the Fund's results of operations or
financial condition.
19
<PAGE> 20
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits and Reports to be filed:
Exhibit No. Description
- ----------- -----------
11.1 Statement of Computation of Net Investment Income Per Limited
Partnership Unit.
19.1 Reports Furnished to Securities Holders.
27.1 Financial Data Schedule.
(b) The Registrant did not file any reports on Form 8-K during the third
quarter of the fiscal year ending December 31, 1999.
20
<PAGE> 21
SIGNATURE
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.
Fiduciary Capital Pension Partners, L.P.
(Registrant)
By: FCM Fiduciary Capital Management Company
Managing General Partner
Date: November 11, 1999 By: /s/ Donald R. Jackson
--------------------------------------
Donald R. Jackson
Chief Financial Officer
21
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
11.1 Statement of Computation of Net Investment Income Per Limited
Partnership Unit.
19.1 Reports Furnished to Securities Holders.
27.1 Financial Data Schedule.
</TABLE>
<PAGE> 1
EXHIBIT 11.1
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENT OF COMPUTATION OF NET
INVESTMENT INCOME PER LIMITED
PARTNERSHIP UNIT
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------------------- ---------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Investment (Loss) Income $ (126,984) $ 27,657 $ (180,511) $ 85,585
Percentage Allocable to Limited Partners 100% 99% 100% 99%
------------- ------------- ------------- -------------
Net Investment (Loss) Income Allocable
to Limited Partners $ (126,984) $ 27,380 $ (180,511) $ 84,729
============= ============= ============= =============
Weighted Average Number of Limited
Partnership Units Outstanding 940,336 1,020,142 940,336 1,020,142
============= ============= ============= =============
Net Investment (Loss) Income Per Limited
Partnership Unit $ (.14) $ .03 $ (.19) $ .08
============= ============= ============= =============
</TABLE>
<PAGE> 1
EXHIBIT 19.1
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
----------------------------------
ANNUAL REPORT
1998
<PAGE> 2
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Fund Profile and Financial Highlights One
Message To Investors Two
Schedules of Realized Gains And Losses Six
Profiles of Portfolio Companies Seven
Schedule of Investments Eight
Balance Sheets Ten
Statements of Operations Eleven
Statements of Cash Flows Twelve
Statements of Changes In Net Assets Thirteen
Selected Per Unit Data and Ratios Fourteen
Notes to Financial Statements Fifteen
Report of Independent Public Accountants Twenty
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Twenty-One
</TABLE>
<PAGE> 3
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
FUND PROFILE
Fiduciary Capital Pension Partners, L.P. (the "Fund") is a Delaware limited
partnership that commenced operations on August 14, 1990. The Fund elected to
operate as a business development company under the Investment Company Act of
1940. The investment objective of the Fund was to provide current income and
capital appreciation by investing primarily in subordinated debt and related
equity securities issued as the mezzanine financing of privately structured,
friendly leveraged buyouts, leveraged acquisitions and leveraged
recapitalizations.
The Fund's investment period ended on December 31, 1995. Although the Fund is
permitted to make additional investments in existing portfolio companies, the
Fund is no longer permitted to acquire investments in new portfolio companies.
Since mid-1997, the Fund has liquidated a significant percentage of its
investments and has distributed a significant portion of the related proceeds to
its partners.
The General Partners are presently considering a number of alternative actions
through which the Fund could be liquidated. Once a plan of liquidation is
adopted, the General Partners will follow requisite regulatory procedures
required to liquidate the Fund. These procedures are expected to include
requesting Limited Partner approval of the liquidation plan through a proxy
solicitation.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
As of December 31
or Year Ended December 31
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(in thousands, except per Unit amounts)
<S> <C> <C> <C> <C> <C>
Total Investment Income $ 607 $ 1,370 $ 1,329 $ 2,268 $ 2,335
Net Investment Income 58 831 772 1,726 1,758
Net Realized and Unrealized
(Loss) Gain on Investments (945) (294) (1,143) (2,326) 1,505
Cash Distributions Declared to Partners 2,758 3,151 1,423 1,542 2,537
Cash Utilized to Repurchase Units 753 1,163 1,440 1,959 2,403
Total Assets 9,248 14,352 17,441 20,321 24,694
Net Assets 8,466 12,864 16,640 19,873 23,974
Value of Investments 8,506 13,949 17,105 20,025 23,454
Per Unit of Limited Partnership Interest:
Net Investment Income(1) .05 .75 .64 1.33 1.23
Net Realized and Unrealized
(Loss) Gain on Investments(1) (.82) (.27) (.95) (1.79) 1.06
Cash Distributions Declared to Partners(2) 2.71 2.90 1.20 1.20 1.80
Net Asset Value 9.19 12.66 15.08 16.61 18.47
</TABLE>
- --------------
(1) Calculated using the weighted average number of Units outstanding during the
years ended December 31, 1998, 1997, 1996, 1995 and 1994 of 1,010,095,
1,095,362, 1,186,294, 1,285,717 and 1,413,240, respectively.
(2) Distribution amounts are reflected during the year in which the cash for the
distribution was generated. A portion of the actual cash distributions are paid
subsequent to such year.
-------------------------------
ONE
<PAGE> 4
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MESSAGE TO INVESTORS
Dear Investor:
We are pleased to provide a summary of the recent activities of Fiduciary
Capital Pension Partners, L.P. This Annual Report includes the Fund's audited
financial statements for the year ended December 31, 1998. Unaudited interim
financial statements for the first quarter of 1999 are also enclosed along with
this Annual Report.
HIGHLIGHTS
o Distributions for 1998 totaled between $2.73 and $2.60 per Unit depending
upon the closing in which the particular Units were issued. These distributions
represent an amount equal to approximately 13% of contributed capital.
o The Fund's net asset value per Unit was $9.19 at December 31, 1998 and
$8.85 at March 31, 1999 as compared to $12.66 at December 31, 1997. These
decreases in the net asset value resulted primarily from distributions of
proceeds realized from the sale of investments.
o The Fund redeemed 7.82% of its outstanding Units during November 1998
pursuant to its annual repurchase offer.
CUMULATIVE DISTRIBUTIONS AND NET ASSET VALUE PER UNIT
[CHART]
CASH DISTRIBUTIONS
During 1998, the Fund declared quarterly cash distributions to investors, which
were paid out of current net investment income (3.1%), net realized gain on
investments (50.8%) and a return of capital (46.1%).
The per Unit distribution rate for the first quarter of 1998 varied between
$1.00 and $1.13 depending upon the closing in which the particular Units were
issued. This disproportionate cash distribution resulted from the Units being
issued on different dates during 1990, and thus being entitled to differing
Preferred Return amounts, as defined in the Fund's Partnership Agreement. These
disproportionate distribution rates eliminated the remaining Preferred Return
amounts, leaving all Units on an equal basis going forward. The per Unit
distribution rates for the second, third and fourth quarters of 1998 were $1.00,
$.30 and $.30, respectively.
The cash distribution for the first quarter of 1999 was paid during May 1999 at
a rate of $.30 per Unit. The distribution for the second quarter of 1999, which
is payable during August 1999, will also be paid at a rate of $.30 per Unit.
Following the payment of the distribution for the second quarter of 1999,
cumulative cash distributions paid to investors since the Fund's inception
during 1990 will total between $16.01 and $15.69 on a per Unit ($20.00 cost)
basis, depending upon the closing in which the particular Units were issued.
The Fund's ability to continue to pay quarterly distributions is uncertain at
this time. The distribution question will be addressed on a quarterly basis, and
will involve the consideration of a number of issues, including the 1999
repurchase offer, the sale of KEMET shares, and the resumption of RBM interest
payments as discussed below. A significant portion of the 1999 distributions is
expected to constitute a return of capital.
PORTFOLIO ACTIVITY
LMC Corporation
During early 1998, LMC Corporation ("LMC") determined that it needed $6 million
to fund the development of its new product (the TrackMaster), finance the
downpayment on and move to a new facility, purchase capital equipment needed to
modernize the company's production operations and to provide working capital. In
order to raise this capital, LMC offered to its three existing shareholders the
right to purchase 12 million additional common shares at a price of $.50 per
share. The Fund was offered 4,022,100 shares and purchased all of such shares
for a total consideration of $2,011,050. As a result of purchasing these
additional shares, the Fund now owns approximately 41% of LMC's common stock.
Fiduciary Capital Partners, L.P., an affiliated fund ("FCP"), also purchased the
shares it was offered. The two funds now control approximately 91% of LMC's
common stock.
-------------------------------
TWO
<PAGE> 5
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MESSAGE TO INVESTORS (CONTINUED)
LMC's third shareholder, Paul Wallace, had until November 1, 1998 to exercise
the right to purchase 3,000,000 shares for $1.5 million. He did not exercise
this right. The Fund and FCP subsequently decided to lend an additional $1.5
million to LMC, thus enabling LMC to complete its capitalization plan.
In September 1998, LMC purchased a 158,000 square foot office and manufacturing
facility in Brigham City, Utah from Thiokol Chemical for an aggregate purchase
price of $1,760,000. LMC has since moved its operations to this facility. LMC's
previous facility, which consisted of eleven separate buildings in Logan, Utah,
was outdated and inefficient. This new facility allows LMC to house its
operations in one building and is expected to significantly reduce manufacturing
costs. As part of the new facility, LMC installed a state of the art paint
facility, which has improved product quality and is expected to generate
additional revenues from contract painting for other manufacturers. As part of
the move, LMC acquired other new capital equipment, which is also expected to
create significant operating efficiencies. The monthly costs associated with
buying this building are less than the amounts LMC was previously expending on
lease payments and further economies are being obtained through subleasing of
excess office and manufacturing space.
During October 1998, Caterpillar Inc. ("Caterpillar") acquired a major stake in
A.S.V., Inc. ("ASV"), the leader in the skid loader market, and has the option
to ultimately take control of ASV for a purchase price based on a valuation in
excess of $200 million. LMC introduced its skid loader, the TrackMaster, in
1998. While Caterpillar will be a strong competitor, we believe that its
acquisition of ASV validates LMC's strategy and concept that there is a very
large market for this new product. We believe that LMC has a superior machine
and that LMC will be successful in capturing a significant share of this market.
R.B.M. Precision Metal Products, Inc.
R.B.M. Precision Metal Products, Inc. ("RBM") had a record year for fiscal 1998,
with sales of approximately $30 million and EBITDA of approximately $2.7
million. However, these sales were achieved primarily through one contract with
Digital Equipment Corporation ("DEC"). During August 1998, RBM notified the Fund
that anticipated sales to DEC and other large customers were expected to decline
significantly in its upcoming fiscal year. Of particular concern were sales to
DEC, which was acquired by Compaq Computer Corp. As a result of the expected
decline in sales, RBM began the process of restructuring its debt, including the
subordinated debt held by the Fund. The Fund received the quarterly interest
payment that was due from RBM on August 24, 1998. The interest payment that was
due during November 1998 was deferred and subsequently converted to equity
pursuant to the restructuring described below.
During December 1998, RBM and its lenders completed a restructuring under which
a new senior lender, Norwest Business Credit, replaced Bank of America. As part
of this restructuring, RBM's principal shareholder contributed additional equity
to the company and the subordinated lenders, including the Fund, agreed to
accept shares of RBM's common stock as payment for the next three quarterly
interest payments beginning with the payment that was due during November 1998.
As a consequence, the Fund's ownership of RBM, on a fully-diluted basis,
increased from 5.9% to 7.2%, assuming exercise of its warrants. The
restructuring was designed to provide RBM with a period of time in which to
secure additional customers and return to a more stable financial position under
which RBM could meet its interest obligations to its creditors, including the
Fund.
As a result of these developments, the Fund stopped accruing interest on its RBM
subordinated debt effective August 24, 1998. In addition, the Fund recorded
aggregate writedowns of $753,634 relating to RBM during 1998. We expect cash
interest payments to resume with the August, 1999 quarterly payment.
Atlas Environmental, Inc. / WasteMasters, Inc.
On June 3, 1998, the Fund exchanged its Atlas Environmental, Inc. ("Atlas")
(which was in bankruptcy proceedings) subordinated notes and warrants for
821,376 shares of common stock of WasteMasters, Inc. ("WMI"), an Atlanta,
Georgia based waste management company. Pursuant to the terms of the agreement,
the Fund is prohibited from selling its WMI common stock for 24 months. In
addition, the Fund granted the entity acquiring the Fund's Atlas securities a
call on the Fund's WMI common stock during the 24 month lock up period and right
of first refusal thereafter. The call price is $11.25 per share.
The WMI common stock, which trades on the OTC Market System ("WASTE"), closed at
$1.78 (an average of the closing bid and ask prices) on June 3, 1998. Based on
these prices, the Fund's WMI common stock had a trading value of $1,462,049 on
the date of the exchange (June 3, 1998). However due to a number of factors,
including the speculative nature of the WMI stock, the two year lock up period
and the relative size of the Fund's stock position versus the daily trading
volume, FCM decided to carry the WMI stock at the same $1 nominal value that the
Atlas securities were previously carried by the Fund. The WMI stock has recently
traded near its 52-week low of $0.025 per share.
The Fund recorded a realized loss of $2,125,574 on the exchange,
-------------------------------
THREE
<PAGE> 6
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MESSAGE TO INVESTORS (CONTINUED)
which was equal to the amount of the loss that the Fund claimed for income tax
purposes from the disposition of the Atlas securities. The $1,097,306 balance of
the unrealized loss previously recorded by the Fund with respect to the Atlas
securities continues to be carried by the Fund as an unrealized loss.
AR Accessories Group, Inc.
The Fund owned an equity position in AR Accessories Group, Inc. ("ARA") since
1992. This equity position was acquired in connection with a subordinated debt
investment, which ARA prepaid during 1994.
ARA filed for bankruptcy protection during March 1998. ARA's assets were
liquidated at auction during May 1998, with the proceeds from the sale
satisfying only a portion of ARA's debt. As a result, the $311,989 cost of the
Fund's equity investment in ARA was written off as a realized loss during May
1998.
Mobile Technology, Inc.
On June 1, 1998, the Fund received $158,043 from the sale of its equity position
in Mobile Technology, Inc. The Fund recorded a realized loss of $79,584 as a
result of this sale.
INVESTMENT PERFORMANCE
The following analysis reflects only the Fund's investments that have gone full
cycle, i.e., the investments that have been sold and with respect to which the
Fund has recorded a realized gain or loss. Thus, investments that the Fund still
owns, such as LMC, RBM and WMI, are not included.
As reflected in the following graph and the schedules on page six of this Annual
Report, the Fund invested a total of $41.9 million in subordinated debt
investments and received total realized proceeds of $47.6 million, including
interest income, fees and prepayment penalties. In the aggregate, these debt
investments yielded a return on investment of 1.1 to 1 and an annualized
internal rate of return of 7.40%. The Fund also invested $3.1 million in equity
securities, from which it realized total proceeds of $10.9 million. In the
aggregate, these equity investments yielded a return on investment of 3.6 to 1
and an internal rate of return of 33.09%. Please note that prior performance is
not necessarily indicative of future results.
[CHART]
We are actively attempting to realize the greatest possible returns from the
Fund's remaining investments.
NET UNREALIZED GAIN (LOSS) ON PORTFOLIO INVESTMENTS
The cumulative net unrealized gain (loss) on investments held by the Fund at
March 31, 1999 and December 31, 1998, consisted of the following components:
<TABLE>
<CAPTION>
Net Unrealized Gain (Loss) Recorded As Of
-------------------------------------------
March 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
KEMET $ 256,254 $ 255,533
LMC (741,920) (741,920)
RBM (665,881) (665,881)
WMI (1,097,306) (1,097,306)
----------------- -----------------
$ (2,248,853) $ (2,249,574)
================= =================
</TABLE>
PERIODIC UNIT REPURCHASE POLICY
Pursuant to the terms of the Fund's periodic unit repurchase policy, the Fund
has annually offered to purchase from investors, up to 7.5% of its outstanding
Units for an amount equal to the current net asset value per Unit, net of a 2%
fee, which was retained by the Fund to offset expenses incurred in connection
with the repurchase offer. If the number of tendered Units in any year exceeds
7.5% of the outstanding Units, the Fund's General Partners may vote to
repurchase up to an additional 2% of the outstanding Units. During November
1998, 79,806 Units (7.82% of the outstanding Units) were redeemed at a net asset
value per Unit of $9.43 ($9.24, net of the 2% fee).
-------------------------------
FOUR
<PAGE> 7
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MESSAGE TO INVESTORS (CONTINUED)
In the letter that accompanied the 1998 repurchase offer, we indicated that we
believed that the 1998 repurchase offer would be the Fund's last repurchase
offer. However, at the July 28, 1999 meeting of the General Partners it was
determined that the fund will proceed with the 1999 repurchase offer, which will
be completed in November 1999.
POSSIBLE LIQUIDATION PLANS
The General Partners are presently considering a number of alternative actions
through which the Fund could be liquidated during 1999 or 2000. An overall plan
of liquidation was adopted at a meeting of the General Partners held in January,
1999. The General Partners will follow the requisite regulatory procedures
required to liquidate the Fund. These procedures are expected to include
requesting an exemptive order from the Securities and Exchange Commission (the
"SEC"), which will permit the Fund to act as an operating company instead of an
SEC registered investment company. Once this order is obtained, the Fund will
finalize its liquidation plan and prepare a proxy statement setting forth the
details of the plan as well as the changes required in the Fund's Partnership
Agreement. Late in the fourth quarter of 1999 or early in 2000, the Limited
Partners will be requested to approve the implementation of the liquidation plan
and the Partnership Agreement changes. As currently contemplated, Fund investors
would become direct shareholders of LMC as a result of the liquidation plan, if
all approvals are received.
* * * * * * * * * *
If you have any questions concerning your investment in the Fund, please call us
at 800-866-7607.
Sincerely,
/s/ PAUL BAGLEY
Paul Bagley, Chairman
FCM Fiduciary Capital Management Company
/s/ W. DUKE DEGRASSI
W. Duke DeGrassi, President
FCM Fiduciary Capital Management Company
July 29, 1999
-------------------------------
FIVE
<PAGE> 8
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
DEBT INVESTMENTS
REALIZED GAINS AND LOSSES(1)
(unaudited)
<TABLE>
<CAPTION>
Internal
Year of Year of Gain(3) Rate of
Portfolio Company(2) Investment Repayment Cost Proceeds(3) (Loss) Return
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Carr-Gottstein Foods Co. 1990 1993 $ 2,426,680 $ 4,125,587 $ 1,698,907 23.56%
Midwest Dental Products
Corporation 1990 1992 4,521,533 6,558,107 2,036,574 22.63
Neodata Corporation 1990 1993 2,215,553 3,200,305 984,752 17.11
KEMET Corporation 1991 1993 3,313,477 4,534,392 1,220,915 17.63
Mobile Technology, Inc. 1991 1998 3,117,525 850,225 (2,267,300) N/A
Huntington Holdings, Inc. 1992 1994 4,368,034 6,173,665 1,805,631 20.07
AR Accessories Group, Inc. 1992 1994 4,521,533 5,518,907 997,374 11.74
ENI Holding Corp. 1993 1997 4,881,293 7,822,395 2,941,102 13.91
KB Alloys, Inc. 1993 1995 2,880,217 4,279,396 1,399,179 18.32
KEMET Corporation 1993(4) 1993 1,695,575 1,804,351 108,776 26.41
Protection One, Inc. 1993 1995 834,580 1,133,054 298,474 22.11
Canadian's Holdings, Inc. 1994 1996 2,516,176 319,782 (2,196,394) N/A
Canadian's Holdings, Inc. 1995(4) 1996 1,473,895 51,908 (1,421,987) N/A
Atlas Environmental, Inc. 1996 1998 3,166,759 1,208,756 (1,958,003) N/A
----------- ----------- ----------- -----------
Totals $41,932,830 $47,580,830 $ 5,648,000 7.40%
=========== =========== =========== ===========
</TABLE>
EQUITY INVESTMENTS
REALIZED GAINS AND LOSSES(1)
(unaudited)
<TABLE>
<CAPTION>
Internal
Year of Year of Gain Rate of
Portfolio Company(2) Investment Repayment Cost Proceeds (Loss) Return
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Carr-Gottstein Foods Co. 1990 1995 $ 738,394 $ 1,197,018 $ 458,624 9.78%
Neodata Corporation 1990 1997 33,912 923,039 889,127 52.07
KEMET Corporation 1991 1994/1995 58,283 3,753,147 3,694,864 112.37
Mobile Technology, Inc. 1991 1992 363,630 -- (363,630) N/A
Huntington Holdings, Inc. 1992 1996/1998 85,677 1,220,088 1,134,411 70.09
Neodata Corporation 1992(4) 1997 245,006 255,112 10,106 0.81
AR Accessories Group, Inc. 1992 1998 226,080 -- (226,080) N/A
ENI Holding Corp. 1993 1997 670,147 2,745,910 2,075,763 34.60
KEMET Corporation 1993(4) 1994 495,554 729,233 233,679 41.10
Protection One, Inc. 1993 1995 82,420 124,163 41,743 21.02
Canadian's Holdings, Inc. 1994 1996 34,821 -- (34,821) N/A
Atlas Environmental, Inc. 1996 1998 33,842 -- (33,842) N/A
----------- ----------- ----------- -----------
Totals $ 3,067,766 $10,947,710 $ 7,879,944 33.09%
=========== =========== =========== ===========
</TABLE>
(1) Note that prior performance is not necessarily indicative of future results.
(2) Includes investment in subsidiaries, if applicable.
(3) Includes interest income, fees and prepayment penalties.
(4) Represents a follow-on investment in an existing portfolio company.
-------------------------------
SIX
<PAGE> 9
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
PROFILES OF PORTFOLIO COMPANIES
VALUE OF 1998 YEAR-END INVESTMENTS BY PORTFOLIO COMPANY
[CHART]
KEMET CORPORATION ("KEMET") KEMET, headquartered in Greenville, South Carolina,
is a leading manufacturer and distributor of both solid tantalum and monolithic
ceramic capacitors used as components in circuit boards. The KEMET stock is
listed on the NASDAQ National Market System.
LMC Corporation ("LMC") LMC, headquartered in Brigham City, Utah, is a leading
U.S. manufacturer of low ground pressure track vehicles. These vehicles are used
primarily for construction, landscaping and infrastructure development. Primary
purchasers of these vehicles include private contractors, ski resorts, utility
companies and governmental agencies for use on construction sites and/or
environmentally sensitive locations.
R.B.M. Precision Metal Products, Inc. ("RBM") RBM, headquartered in Colorado
Springs, Colorado, is a manufacturer of precision sheet metal enclosures,
chassis and assemblies for business machines.
WasteMasters, Inc. ("WMI") WMI, headquartered in Atlanta, Georgia, is a waste
management company. The WMI stock is traded on the OTC Market System.
-------------------------------
SEVEN
<PAGE> 10
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
December 31, 1998
Principal
Amount/ Investment Amortized % of Total
Shares Investment Date Cost Value Investments
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Managed Companies:
23,056 sh. KEMET Corporation,
Common Stock(1)* 07/11/91 $ 8,170 $ 263,703
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
8,170 263,703 3.1%
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
$1,587,600 LMC Operating Corp., 12.00%
Senior Subordinated 11/01/96
Revolving Notes through
due 10/31/00 (Note 5) 12/29/98 1,587,600 1,587,600
239,600 sh. LMC Corporation, 7.00%
Cumulative Redeemable
Preferred Stock* 06/10/94 2,389,210 2,389,210
4,476,500 sh. LMC Corporation, 02/09/96
Common Stock* through
08/05/98 2,465,449 1,723,529
47.92 sh. LMC Credit Corp.,
Common Stock* 02/09/96 1 1
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
6,442,260 5,700,340 67.0
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
$1,290,000 R.B.M. Precision Metal
Products, Inc., 13.00%
Senior Subordinated
Secured Notes due
5/24/02(2) 05/24/95 1,237,587 645,000
9,772.7 sh. R.B.M. Precision Metal
Products, Inc., Warrants to
Purchase Common Stock* 05/24/95 73,295 1
12,717 sh. R.B.M. Precision Metal
Products, Inc. Common
Stock* 12/09/98 1 1
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
1,310,883 645,002 7.6
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
Total Investment in Managed Companies (78.1% of net assets) 7,761,313 6,609,045 77.7
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
NON-MANAGED COMPANY:
821,376 sh. WasteMasters, Inc.,
Common Stock (3)* 06/03/98 1,097,307 1
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
Total Investment in Non-Managed Company (0.0% of net assets) 1,097,307 1 0.0
- ---------------------- ------------------------------- ------------ -------------- ------------ -----------
</TABLE>
The accompanying notes to financial statements are an integral
part of this schedule.
-------------------------------
EIGHT
<PAGE> 11
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
December 31, 1998
Principal
Amount/ Investment Amortized % of Total
Shares Investment Date Cost Value Investments
- ---------------------- ------------------------------ ------------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Temporary Investments:
$ 1,900,000 Ford Motor Credit Corporation,
5.27% Notes due 1/11/99 12/28/98 1,897,223 1,897,223
- ---------------------- ------------------------------ ------------------------- ------------- ----------- -----------
Total Temporary Investments (22.4% of net assets) 1,897,223 1,897,223 22.3
------------- ----------- -----------
Total Investments (100.5% of net assets) $10,755,843 $8,506,269 100.0%
------------- ----------- -----------
</TABLE>
(1) The KEMET Corporation common stock trades on the NASDAQ National Market
System.
(2) The notes will amortize in three equal annual installments of $430,000
commencing on May 24, 2000.
(3) The WasteMasters, Inc. common stock, which trades on the NASDAQ Small Cap
Market System, is subject to a 24 month lock up period, a call option and
a right of first refusal.
* Non-income producing security.
The accompanying notes to financial statements are an integral
part of this schedule.
-------------------------------
NINE
<PAGE> 12
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1998 and 1997
1998 1997
--------------- ---------------
<S> <C> <C>
ASSETS:
Investments (Notes 2, 10, 11 and 12)
Portfolio investments, at fair value:
Managed companies (amortized cost -
$7,761,313 and $9,556,695, respectively) $ 6,609,045 $ 5,754,426
Non-managed company (amortized cost -
$1,097,307) 1 --
Temporary investments, at amortized cost 1,897,223 8,194,820
--------------- ---------------
Total investments 8,506,269 13,949,246
Cash and cash equivalents (Note 2) 628,670 276,108
Accrued interest receivable (Note 12) 85,556 67,964
Other assets 27,234 58,926
--------------- ---------------
Total assets $ 9,247,729 $ 14,352,244
=============== ===============
LIABILITIES:
Due to affiliates (Notes 6, 7, 8 and 9) $ 25,748 $ 33,796
Accounts payable and accrued liabilities 470,840 424,137
Distributions payable to partners (Note 3) 284,950 1,030,446
--------------- ---------------
Total liabilities 781,538 1,488,379
--------------- ---------------
COMMITMENTS AND CONTINGENCIES (NOTE 13)
NET ASSETS (NOTES 3 AND 4):
Managing General Partner (180,012) (49,360)
Limited Partners (equivalent to $9.19
and $12.66, respectively, per limited
partnership unit based on 940,336
and 1,020,142 units outstanding) (Note 5) 8,646,203 12,913,225
--------------- ---------------
Total net assets 8,466,191 12,863,865
--------------- ---------------
Total liabilities and net assets $ 9,247,729 $ 14,352,244
=============== ===============
</TABLE>
The accompanying notes to financial statements are an integral
part of these financial statements.
-------------------------------
TEN
<PAGE> 13
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For each of the years ended December 31, 1998, 1997 and 1996
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 596,296 $ 1,109,776 $ 1,306,178
Dividend -- 241,806 --
Other income 11,058 18,670 23,313
------------ ------------ ------------
Total investment income 607,354 1,370,252 1,329,491
============ ============ ============
Expenses:
Professional fees 141,780 140,520 134,950
Fund administration fees (Note 7) 118,327 118,327 118,327
Investment advisory fees (Note 6) 102,251 120,800 136,714
Administrative expenses (Note 7) 68,895 68,895 68,895
Independent General Partner fees
and expenses (Note 8) 52,076 46,966 47,563
Other expenses 66,185 43,385 50,589
------------ ------------ ------------
Total expenses 549,514 538,893 557,038
------------ ------------ ------------
NET INVESTMENT INCOME 57,840 831,359 772,453
------------ ------------ ------------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized (loss) gain on investments (Note 10) (2,497,650) 2,925,017 (3,453,919)
Net change in unrealized loss
on investments (Note 11) 1,552,695 (3,218,969) 2,311,373
------------ ------------ ------------
Net loss on investments (944,955) (293,952) (1,142,546)
------------ ------------ ------------
NET (DECREASE) INCREASE IN NET
ASSETS RESULTING FROM OPERATIONS $ (887,115) $ 537,407 $ (370,093)
============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral
part of these financial statements.
-------------------------------
ELEVEN
<PAGE> 14
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For each of the years ended December 31, 1998, 1997 and 1996
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net (decrease) increase in net assets
resulting from operations $ (887,115) $ 537,407 $ (370,093)
Adjustments to reconcile net (decrease) increase
in net assets resulting from operations to
net cash provided by operating activities:
Accreted discount on portfolio investments (11,424) (33,210) (36,025)
Change in assets and liabilities:
Accrued interest receivable (17,592) 27,243 22,254
Other assets 31,692 (52,280) (3,551)
Due to affiliates (8,048) (13,572) (7,126)
Accounts payable and accrued liabilities 2,227 (16,882) 16,827
Net realized loss (gain) on investments 2,497,650 (2,925,017) 3,453,919
3,453,919
Net change in unrealized loss
on investments (1,552,695) 3,218,969 (2,311,373)
------------ ------------ ------------
Net cash provided by operating activities 54,695 742,658 764,832
------------ ------------ ------------
Cash Flows From Investing Activities:
Purchase of portfolio investments (2,868,290) (834,624) (4,471,482)
Proceeds from dispositions of portfolio investments 1,124,615 8,848,738 1,106,335
Sale (purchase) of temporary investments, net 6,297,597 (5,097,059) 5,549,573
------------ ------------ ------------
Net cash provided by investing activities 4,553,922 2,917,055 2,184,426
------------ ------------ ------------
Cash Flows From Financing Activities:
Cash distributions paid to partners (3,503,484) (2,455,291) (1,450,381)
Repurchase of limited partnership units (752,571) (1,162,619) (1,440,340)
------------ ------------ ------------
Net cash used in financing activities (4,256,055) (3,617,910) (2,890,721)
------------ ------------ ------------
Net Increase in Cash and Cash Equivalents 352,562 41,803 58,537
Cash and Cash Equivalents at Beginning of Year 276,108 234,305 175,768
------------ ------------ ------------
Cash and Cash Equivalents at End of Year $ 628,670 $ 276,108 $ 234,305
============ ============ ============
Noncash Investing and Financing Activities:
Investments exchanged for other investments $ 1,360,801 $ -- $ --
============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral
part of these financial statements.
-------------------------------
TWELVE
<PAGE> 15
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For each of the years ended December 31, 1998, 1997 and 1996
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
(Decrease) increase in net assets resulting from operations:
Net investment income $ 57,840 $ 831,359 $ 772,453
Net realized (loss) gain on investments (2,497,650) 2,925,017 (3,453,919)
Net change in unrealized loss on investments 1,552,695 (3,218,969) 2,311,373
------------- ------------- -------------
Net (decrease) increase in net assets
resulting from operations (887,115) 537,407 (370,093)
Repurchase of limited partnership units (Note 5) (752,571) (1,162,618) (1,440,340)
Distributions to partners from -
Net investment income (85,585) (831,359) (956,739)
Realized gain on investments (1,402,287) (1,608,939) (465,859)
Return of capital (1,270,116) (710,627) --
------------- ------------- -------------
Total decrease in net assets (4,397,674) (3,776,136) (3,233,031)
Net assets:
Beginning of year 12,863,865 16,640,001 19,873,032
------------- ------------- -------------
End of year (including no undistributed net
investment income ) $ 8,466,191 $ 12,863,865 $ 16,640,001
============= ============= =============
</TABLE>
The accompanying notes to financial statements are an integral
part of these financial statements.
-------------------------------
THIRTEEN
<PAGE> 16
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS
<TABLE>
<CAPTION>
For each of the years ended December 31, 1998, 1997, 1996, 1995 and 1994
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER UNIT DATA:
Investment income(1) $ .53 $ 1.24 $ 1.11 $ 1.75 $ 1.63
Expenses(1) (.48) (.49) (.47) (.42) (.40)
-------- -------- -------- -------- --------
Net investment income(1) .05 .75 .64 1.33 1.23
Net realized (loss) gain on investments(1) (2.17) 2.64 (2.88) 2.92 (1.46)
Net change in unrealized loss
on investments(1) 1.35 (2.91) 1.93 (4.71) 2.52
Effect of unit repurchases on
net asset value .01 -- (.02) (.20) .02
Distributions declared to partners (2.71) (2.90) (1.20) (1.20) (1.80)
-------- -------- -------- -------- --------
Net (decrease) increase in net asset value (3.47) (2.42) (1.53) (1.86) .51
Net asset value:
Beginning of year 12.66 15.08 16.61 18.47 17.96
-------- -------- -------- -------- --------
End of year $ 9.19 $ 12.66 $ 15.08 $ 16.61 $ 18.47
======== ======== ======== ======== ========
RATIOS:
Ratio of expenses to average net assets 5.15% 3.60% 2.92% 2.27% 2.27%
Ratio of net investment income to
average net assets 0.54% 5.55% 4.05% 7.22% 6.91%
Number of limited partnership units
at end of year 940,336 1,020,142 1,104,881 1,196,564 1,296,999
</TABLE>
- -------------------
(1) Calculated using the weighted average number of limited partnership units
outstanding during the years ended December 31, 1998, 1997, 1996, 1995 and
1994 of 1,010,959, 1,095,362, 1,186,294, 1,285,717 and 1,413,240,
respectively.
The accompanying notes to financial statements are an integral
part of these selected per unit data and ratios.
-------------------------------
FOURTEEN
<PAGE> 17
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
1. ORGANIZATION AND PURPOSE
Fiduciary Capital Pension Partners, L.P. (the "Fund"), a Delaware limited
partnership, was formed on October 20, 1988 to operate as a business development
company under the Investment Company Act of 1940. The Fund's operations
commenced on August 14, 1990.
FCM Fiduciary Capital Management Company ("FCM"), the Managing General Partner
of, and the investment adviser to, the Fund, is responsible, subject to the
supervision of the Independent General Partners, for overseeing and monitoring
the Fund's investments.
The investment objective of the Fund is to provide current income and capital
appreciation by investing primarily in subordinated debt and related equity
securities issued as the mezzanine financing of privately structured, friendly
leveraged buyouts, leveraged acquisitions and leveraged recapitalizations. These
investments are referred to herein as "portfolio investments". Managed companies
are those to which significant managerial assistance is offered.
As set forth in the Partnership Agreement, the Fund's investment period ended on
December 31, 1995. Although the Fund is permitted to make additional investments
in existing portfolio companies, the Fund is no longer permitted to acquire
investments in new portfolio companies. A number of alternative actions through
which the Fund could be liquidated during 1999 or 2000 are currently being
considered. Once a specific plan of liquidation is developed, the requisite
regulatory procedures required to liquidate the Fund will be followed. These
procedures are expected to include requesting Limited Partner approval of the
liquidation plan through a proxy solicitation.
A separate fund, Fiduciary Capital Partners, L.P. ("FCP"), was also formed on
October 20, 1988 for taxable investors with investment objectives, policies and
restrictions similar to those of the Fund. While the Fund and FCP have
co-invested in each of the portfolio investments, each fund is accounted for
separately. Each fund's participation in the portfolio investments is in
proportion to the amount of capital that each fund had available for investment
at the time each investment was acquired. Certain expenses are allocated between
the funds based on the amount of each fund's total capital. The accompanying
financial statements include only the activities of the Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates The preparation of financial statements in conformity with
generally accepted accounting principles 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Accounting Method The Fund maintains its accounting records, prepares financial
statements and files its tax returns using the accrual method of accounting.
Realized and Unrealized Gain or Loss on Investments Realized gains and losses
are recorded upon disposition of investments and are calculated based upon the
difference between the proceeds and the cost basis determined using the specific
identification method. All other changes in the valuation of investments, as
determined by FCM, are included as changes in the unrealized appreciation or
depreciation of investments in the Fund's Statements of Operations.
Valuation of Investments FCM values the Fund's investments on a weekly basis
utilizing a variety of methods. For securities that are publicly traded and for
which market quotations are available, valuations are set by the closing sales,
or an average of the closing bid and ask prices, as of the valuation date. The
Fund discounts these closing market prices between 5% and 20% to reflect lack of
liquidity if the Fund's securities are subject to legal or contractual trading
restrictions, or to reflect the potential market impact which could result from
the sale of the securities, if the Fund and FCP combined own a material
percentage of the outstanding securities. The amount of the discount varies
based upon the type of restriction, the time remaining on the restriction and
the size of the holding.
Fair value for securities that are not traded in any liquid public markets or
that are privately held are determined pursuant to valuation policies and
procedures which have been approved by the Independent General Partners and
subject to their supervision. There is a range of values that are reasonable for
such investments at any particular time. Each such investment is valued
initially based upon its original cost to the Fund ("cost method"). Debt
securities with attached warrants for the purchase of common stock are initially
recorded at a discount from face value equal to the estimated relative value of
the warrants at date of investment. The discount is amortized to income as an
adjustment to yield from the debt securities. Face value less unamortized
discount represents the "amortized cost" of the debt securities.
-------------------------------
FIFTEEN
<PAGE> 18
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The cost method is used until significant developments affecting the portfolio
company provide a basis for use of an appraisal valuation. Appraisal valuations
are based upon such factors as the portfolio company's earnings, cash flow and
net worth, the market prices for similar securities of comparable companies and
an assessment of the portfolio company's future financial prospects. In a case
of unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method is used
only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
Temporary investments with maturities of less than 60 days are stated at
amortized cost, which approximates market value. Under this method, temporary
investments are valued at cost when purchased and thereafter a constant
proportionate amortization of any discount or premium is recorded until maturity
of the investment.
Cash and Cash Equivalents The Fund considers investments in money market funds
to be cash equivalents.
Interest Receivable on Notes Notes are placed on non-accrual status in the event
of a default (after any applicable grace period expires) or if FCM determines
that there is no reasonable expectation of collecting the interest.
Income Taxes No provision for income taxes has been made in the financial
statements because taxes on Fund income are the responsibility of the individual
partners rather than the Fund.
Investment Transactions The Fund records portfolio investment transactions on
the date on which it obtains an enforceable right to demand the securities or
payment thereof and records temporary investment transactions on the trade date.
Realized gains and losses on investments are determined on the basis of specific
identification for both accounting and tax purposes.
3. ALLOCATIONS OF PROFITS, LOSSES AND CASH DISTRIBUTIONS
Pursuant to the Partnership Agreement, all income derived from temporary
investments will be distributed and allocated 99% to the Limited Partners and 1%
to FCM. Net investment income will, in general, be distributed and allocated:
(i) 99% to the Limited Partners and 1% to FCM until the Limited Partners have
received a cumulative non-compounded preferred return of 9% per annum on their
capital contributions to the Fund, then (ii) 70% to the Limited Partners and 30%
to FCM until FCM has received 10% of all current and prior distributions and
allocations, and thereafter, (iii) 90% to the Limited Partners and 10% to FCM.
Proceeds from capital transactions will, in general, be distributed and
allocated: (i) 99% to the Limited Partners and 1% to FCM until the Limited
Partners have received a cumulative, non-compounded preferred return of 9% per
annum on their capital contribution to the Fund from net investment income,
capital transactions, or both, then (ii) 100% to the Limited Partners until they
have received a return of their capital contributions to the Fund, and
thereafter, (iii) 80% to the Limited Partners and 20% to FCM.
Prior to 1998, cash distributions and earnings of the Fund were allocated 99% to
the Limited Partners and 1% to FCM. Pursuant to the terms of the Fund's
Partnership Agreement, the Fund's 1998 loss was allocated approximately 88% to
the Limited Partners and approximately 12% o FCM, and the portion of the 1998
cash distributions that exceeded the partners' cumulative preferred return was
allocated 100% to the Limited Partners.
4. CAPITAL CONTRIBUTIONS
Upon formation of the Fund, FCM contributed $4,000 for its general partner
interest in the Fund. Units of limited partnership interest ("Units") were then
sold in a public offering. The Fund held three closings between August 14, 1990
and October 18, 1990, receiving gross offering proceeds of $29,796,000.
Commissions and other offering costs were charged against proceeds resulting in
net capital contributions from Limited Partners of $26,294,970.
5. PERIODIC UNIT REPURCHASE PLAN
The Fund's Limited Partners adopted a periodic unit repurchase plan during 1993.
Pursuant to the terms of the repurchase policy, the Fund has annually offered to
repurchase from its Limited Partners, up to 7.5% of its outstanding Units for an
amount equal to the current net asset value per Unit, net of a fee (not to
exceed 2%) to be retained by the Fund to offset expenses incurred in connection
with the repurchase offer. If the number of tendered Units in any year exceeds
7.5% of the outstanding Units, the Fund's General Partners may vote to
repurchase up to an additional 2% of the outstanding Units. If Units in excess
of this amount are tendered, Units are purchased on a pro-rated basis, after
giving priority to Limited Partners owning less than 100 Units.
It is currently anticipated that the Fund will not have sufficient liquidity to
fund a repurchase offer during 1999. If the Fund does not have sufficient
liquidity, the General Partners have the authority to forego the repurchase
offer under the terms of the Fund's repurchase policy. In addition, the
termination of the annual
-------------------------------
SIXTEEN
<PAGE> 19
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
repurchase offer is expected to be included in any plan of liquidation that is
submitted to the limited partners for their approval (note 1).
Repurchases of Units since the adoption of the plan are summarized as follows:
<TABLE>
<CAPTION>
Units Repurchased Net Asset Value per Unit
----------------------- --------------------------
Percentage
Date of of Outstanding Net of the
Repurchase Offer Number Units Gross 2% Fee
- ---------------- ------ -------------- ------- ---------
<S> <C> <C> <C> <C>
November 1993 61,850 4.15% $ 18.33 $ 17.96
November 1994 130,951 9.17% 18.35 17.98
November 1995 100,435 7.74% 19.51 19.12
November 1996 91,683 7.66% 15.71 15.40
November 1997 84,739 7.67% 13.72 13.45
November 1998 79,806 7.82% 9.43 9.24
</TABLE>
6. INVESTMENT ADVISORY FEES
As compensation for its services as investment adviser, FCM receives a
subordinated monthly fee at the annual rate of 1% of the Fund's available
capital, as defined in the Partnership Agreement, net of certain fees received
directly by FCM from the Fund's portfolio companies. Investment advisory fees of
$102,251, $120,800 and $136,714 were incurred by the Fund for 1998, 1997 and
1996, respectively.
7. FUND ADMINISTRATION FEES
As compensation for its services as fund administrator, FCM receives a monthly
fee at the annual rate of .45% of net proceeds available for investment, as
defined in the Partnership Agreement. Fund administration fees of $118,327 were
incurred each year by the Fund during 1998, 1997 and 1996. FCM is also
reimbursed, subject to various limitations, for administrative expenses incurred
in providing accounting and investor services to the Fund. The Fund reimbursed
FCM for administrative expenses of $68,895 each year during 1998, 1997 and 1996.
8. INDEPENDENT GENERAL PARTNER FEES AND EXPENSES
As compensation for services rendered to the Fund, each of the Independent
General Partners receives from the Fund and FCP an annual fee of $30,000,
payable monthly in arrears, together with all out-of-pocket expenses. Each
fund's allocation of these fees and expenses is based on the relative number of
outstanding Units. Fees and expenses of $52,076, $46,966 and $47,563 were
incurred by the Fund for 1998, 1997 and 1996, respectively.
9. OTHER RELATED PARTY TRANSACTIONS
FCM and its affiliates are entitled to reimbursement of direct expenses paid on
behalf of the Fund. Such reimbursements amounted to $238,068, $256,851 and
$200,848 during 1998, 1997 and 1996, respectively.
10. PORTFOLIO INVESTMENTS
The Fund's portfolio investments consist primarily of high-yield private
placement securities issued as the mezzanine financing of privately structured,
friendly leveraged buyouts, leveraged acquisitions and leveraged
recapitalizations, and are generally linked with an equity participation. The
risk of loss upon default by an issuer is greater than with investment grade
securities because high-yield securities are generally unsecured and are usually
subordinated to other creditors of the issuer. Also, these issuers usually have
higher levels of indebtedness and are more sensitive to adverse economic
conditions than investment grade issuers. Most of these securities are subject
to resale restrictions and generally there is no quoted market for such
securities.
Although the Fund cannot eliminate the risks associated with its investments in
these high-yield securities, it has established risk management procedures. The
Fund subjects each prospective investment to rigorous analysis, and makes only
those investments that are recommended by FCM and that meet the Fund's
investment guidelines or that have otherwise been approved by the Independent
General Partners. The Fund also has procedures in place to continually monitor
its portfolio companies.
As of December 31, 1998, the Fund held portfolio investments in three Managed
Companies, with an aggregate cost of approximately $7.8 million, and one
portfolio investment in a Non-Managed Company, with a cost of approximately $1.1
million. During the year ended December 31, 1998, the Fund acquired additional
follow-on investments in LMC Corporation ("LMC") at a net aggregate cost of
approximately $2.0 million.
During 1998, the Fund (i) sold all of its Mobile Technology, Inc. stock and
warrants, (ii) received final distributions from the escrow account that was
established during 1996 in connection with the sale of its Huntington Holdings,
Inc. stock, and (iii) wrote off the cost of its equity investment in AR
Accessories Group, Inc. ("ARA") (formerly known as Amity Leather Products Co.)
as a realized loss following ARA's bankruptcy liquidation. The Fund received
$222,016 in proceeds from these transactions, resulting in aggregate net
realized losses of $327,600.
During June 1998, the Fund exchanged its Atlas Environmental, Inc. ("Atlas")
subordinated notes (which were in default) and warrants for 821,376 shares of
common stock in WasteMasters, Inc. ("WMI"). Pursuant to the terms of the
exchange agreement, the
-------------------------------
SEVENTEEN
<PAGE> 20
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Fund is prohibited from selling its WMI common stock for 24 months. In addition,
the fund granted the entity acquiring the fund's atlas securities a call in the
fund's WMI common stock during the 24 month lock up period and a right of first
refusal thereafter. The call price is $11.25 Per share.
The WMI common stock, which trades on the NASDAQ Small Cap Market System, closed
at $1.78 (An average of the closing bid and ask prices) on the date of the
exchange. However, due to a number of factors, including the speculative nature
of the WMI stock, the two year lock up period and the relative size of the
Fund's stock position versus the daily trading volume, the Fund is carrying the
WMI stock at the same nominal value ($1) that the Atlas securities had
previously been carried by the Fund. The 52-week low for the WMI common stock is
$.28 Per share and the price as of December 31, 1998 was $.32.
The Fund recorded a realized loss of $2,125,574 on the exchange, which is equal
to the amount of the loss that the fund expects to claim for income tax purposes
from the disposition of the Atlas securities. The $1,097,306 balance of the
unrealized loss previously recorded by the Fund with respect to the Atlas
securities continues to be carried by the Fund as an unrealized loss.
The Fund has pledged the common stock it owns in LMC Credit Corp. As collateral
for the corporation's debt. None of the Fund's other portfolio investments are
pledged or otherwise encumbered.
11. UNREALIZED GAIN (LOSS) ON INVESTMENTS
As of December 31, 1997, the Fund had recorded net unrealized loss on
investments of $3,802,269. During 1998, the Fund recorded $1,944,753 of
unrealized loss on investments. In addition, the Fund disposed of investments
during 1998 with respect to which the Fund had recorded $3,497,448 of net
unrealized loss during prior years. Therefore, at December 31, 1998, the Fund
had recorded net unrealized loss on investments of $2,249,574.
12. NON-ACCRUAL STATUS OF INVESTMENTS
In accordance with the Fund's accounting policies, the Fund stopped accruing
interest on the Atlas Senior Subordinated Secured Notes effective April 20, 1996
and the R.B.M. Precision Metal Products, Inc. ("RBM") Senior Subordinated
Secured Notes effective August 25, 1998.
During 1998, the Atlas Senior Subordinated Secured Notes were exchanged for WMI
common stock. Thus, as of December 31, 1998, the Fund's only debt investment on
non-accrual status was the RBM Senior Subordinated Secured Notes.
13. COMMITMENTS AND CONTINGENCIES
LMC Commitment LMC is entitled to draw down a total of $1,632,960 pursuant to
the terms of the Senior Subordinated Revolving Notes held by the Fund. As of
December 31, 1998, LMC had drawn down $1,587,600. The remaining $45,360 was
drawn down during January 1999.
Litigation The Fund has accrued approximately $440,000 for certain known
potential liabilities related to a former investment of the Fund. In addition,
the Fund may be exposed to other asserted or unasserted legal claims encountered
in the course of its activities, past and present. Other than those amounts for
which the Fund has specifically accrued, management does not believe the
ultimate resolution of these matters will have a material adverse impact on the
operating results, financial position or cash flows of the Fund.
14. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The following is a reconciliation of the net increase in net assets resulting
from operations in the accompanying financial statements to the taxable income
reported for federal income tax purposes:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net (decrease) increase
in net assets resulting
from operations per
financial statements $ (887,115) $ 537,407 $ (370,093)
Increase (decrease)
resulting from:
Unrealized loss
on investments (1,552,695) 3,218,969 (2,311,373)
Realized gains and
losses on
investments (2,919,771) (73,962) 503,448
Fee income, net of
amortization -- (47,396) (18,801)
Interest income 133,320 -- --
Other (11,221) (19,564) (15,417)
----------- ----------- -----------
Taxable income (loss) per
federal income tax
return $(5,237,482) $ 3,615,454 $(2,212,236)
=========== =========== ===========
</TABLE>
-------------------------------
EIGHTEEN
<PAGE> 21
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The following is a reconciliation of the amount of the Fund's net assets as
shown in the accompanying financial statements and the tax bases of the Fund's
net assets:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net assets per
financial statements $ 8,466,191 $12,863,865 $16,640,001
Realized gains and
losses on investments 437,340 3,357,111 3,431,073
Syndication, organization
and start-up costs, net 2,851,719 2,982,080 3,045,822
Unrealized loss on
investments 2,249,574 3,802,271 583,302
Additional stock basis 133,322 -- --
Distributions payable 284,950 1,030,446 334,812
Fee income, net of
amortization -- -- 47,396
Accrued expenses 22,800 24,050 25,625
----------- ----------- -----------
Tax bases of net assets $14,445,896 $24,059,823 $24,108,031
=========== =========== ===========
</TABLE>
-------------------------------
NINETEEN
<PAGE> 22
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Fiduciary Capital Partners, L.P.:
We have audited the accompanying balance sheets of Fiduciary Capital Pension
Partners, L.P. (a Delaware limited partnership) as of December 31, 1998 and
1997, including the schedule of investments as of December 31, 1998, and the
related statements of operations, cash flows and changes in net assets for each
of the three years in the period ended December 31, 1998 and the selected per
unit data and ratios for the five years then ended. These financial statements
and per unit data and ratios are the responsibility of the partnership's
managing general partner. Our responsibility is to express an opinion on these
financial statements and per unit data and ratios based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and per unit data
and ratios are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1998 and 1997 by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and selected per unit data and ratios
referred to above present fairly, in all material respects, the financial
position of Fiduciary Capital Pension Partners, L.P. as of December 31, 1998 and
1997, and the results of its operations, its cash flows and the changes in its
net assets for each of the three years in the period ended December 31, 1998,
and the selected per unit data and ratios for the five years then ended, in
conformity with generally accepted accounting principles.
As discussed in Note 2, the financial statements include investment securities
valued at $6,345,343 at December 31, 1998 (74.9% of net assets) and $5,309,157
at December 31, 1997 (41.3% of net assets) whose values have been estimated by
the managing general partner in the absence of readily ascertainable market
values. However, because of the inherent uncertainty of valuation, the managing
general partner's estimate of values may differ significantly from the values
that would have been used had a ready market existed for the securities and the
differences could be material.
/s/ Arthur Andersen LLP
Denver, Colorado
February 5, 1999.
-------------------------------
TWENTY
<PAGE> 23
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Fund's audited
Financial Statements and the Notes thereto. This Report contains, in addition to
historical information forward-looking statements that include risks and other
uncertainties. The Fund's actual results may differ materially from those
anticipated in these forward-looking statements. While the Fund can not always
predict what factors would cause actual results to differ materially from those
indicated by the forward-looking statements, factors that might cause such a
difference include general economic and business conditions, effects of
competition and the Year 2000 issue on the business of the portfolio companies
and other factors discussed elsewhere in this Report. Readers are urged to
consider statements that include the terms "believes", "expects", "plans",
"anticipates", "intends" or the like to be uncertain and forward-looking. The
Fund undertakes no obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of anticipated or unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
During 1990, the Fund completed a public offering of its Units. Net offering
proceeds available to the Fund, after deducting commissions and other offering
costs, totaled $26,298,970.
The Fund's Limited Partners adopted a periodic unit repurchase plan during 1993.
Pursuant to the terms of the repurchase policy, the Fund has annually offered to
purchase from its Limited Partners, up to 7.5% of its outstanding Units for an
amount equal to the current net asset value per Unit, net of a fee (not to
exceed 2%) to be retained by the Fund to offset expenses incurred in connection
with the repurchase offer. If the number of tendered Units in any year exceeds
7.5% of the outstanding Units, the Fund's General Partners may vote to purchase
up to an additional 2% of the outstanding Units.
Repurchases of Units since the adoption of the plan are summarized as follows:
<TABLE>
<CAPTION>
Units Repurchased Net Asset Value per Unit
------------------------- -------------------------
Percentage
Date of of Outstanding Net of the
Repurchase Offer Number Units Gross 2% Fee
----------------- ------ -------------- ------- ----------
<S> <C> <C> <C> <C>
November 1993 61,850 4.15% $18.33 $17.96
November 1994 130,951 9.17% 18.35 17.98
November 1995 100,435 7.74% 19.51 19.12
November 1996 91,683 7.66% 15.71 15.40
November 1997 84,739 7.67% 13.72 13.45
November 1998 79,806 7.82% 9.43 9.24
</TABLE>
The Fund's investment period ended on December 31, 1995. Although the Fund has
been permitted to make additional investments in existing portfolio companies
since 1995, the Fund is no longer permitted to acquire investments in new
portfolio companies. Consequently, the Fund has been in a liquidation mode.
Since the middle of 1997, the Fund has liquidated a significant percentage of
its investments and has distributed approximately $5.03 per Unit to the Limited
Partners, with the cash coming primarily from the liquidation of these
investments. The Fund presently has only four remaining investments in portfolio
companies, which are expected to generate only limited amounts of interest
income for the Fund during 1999 and future years.
As a result of these developments, the Fund is not expected to have sufficient
liquidity to continue to (i) fund quarterly cash distributions, (ii) fund the
annual repurchase offers, and (iii) pay its operating expenses. Accordingly, the
General Partners are presently considering a number of alternative actions
through which the Fund could be liquidated during 1999 or 2000. Once a specific
plan of liquidation is developed, the General Partners will follow the requisite
regulatory procedures required to liquidate the Fund. The procedures are
expected to include requesting Limited Partner approval of the liquidation plan
through a proxy solicitation.
It is currently anticipated that the Fund will not have sufficient liquidity to
fund a repurchase offer during 1999. If the Fund does not have sufficient
liquidity, the General Partners have the authority to forego the repurchase
offer under the terms of the Fund's repurchase policy. In addition, the
termination of the annual repurchase offer is expected to be included in any
plan of liquidation that is submitted to the Limited Partners for their
approval.
As of December 31, 1998, the Fund held portfolio investments in three Managed
Companies, with an aggregate cost of approximately $7.8 million, and one
investment in a Non-Managed Company, with a cost of approximately $1.1 million.
These portfolio investments, which were made from net offering proceeds and the
reinvestment of proceeds from the sale of other portfolio investments, represent
approximately 74.8% of the Fund's net assets. When acquired, these portfolio
investments generally consisted of high-yield subordinated debt, linked with an
equity participation or a comparable participation feature. These securities
were typically issued in private placement transactions and were subject to
certain restrictions on transfer or sale, thereby limiting their liquidity. A
number of the portfolio companies have prepaid their subordinated debt that the
Fund held. In addition, three of the portfolio companies have successfully
completed IPOs of their stock. The Fund has sold the stock it held in these
three companies, except for a portion of its KEMET stock.
As of December 31, 1998, the Fund's remaining assets were invested in short-term
commercial paper. These funds are available
-------------------------------
TWENTY-ONE
<PAGE> 24
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
to fund the annual repurchase offer, to fund follow-on investments in existing
portfolio companies, to pay Fund expenses and for distribution to the partners.
During 1998, the Fund sold its MTI stock and warrants and received final
distributions from the escrow account that was established during 1996 in
connection with the sale of the Fund's Huntington stock. In total, the Fund
received $222,016 in proceeds from these transactions.
Accrued interest receivable increased $17,592 from $67,964 at December 31, 1997
to $85,556 at December 31, 1998. This increase resulted primarily from the fact
that the quarterly interest payment that was due on the LMC notes on October 1,
1998 was not received by the Fund until January 1999. The impact of the past due
status of this LMC interest payment was partially offset by the Fund's decision
to stop accruing interest on the RBM notes effective during August 1998.
Other assets decreased $31,692 from $58,926 at December 31, 1997 to $27,234 at
December 31, 1998. This decrease resulted primarily from the collection of a
receivable from LMC for legal fees that the Fund advanced on behalf of LMC
during 1997.
Accounts payable and accrued liabilities increased $46,703 from $424,137 at
December 31, 1997 to $470,840 at December 31, 1998. This increase resulted
primarily from an increase in the litigation related reserve during 1998. This
reserve represents $437,340, or approximately 93%, of the total accounts payable
and accrued liabilities at December 31, 1998.
Distributions payable to partners decreased $745,496, from $1,030,446 at
December 31, 1997 to $284,950 at December 31, 1998. This decrease resulted from
both a decrease in the quarterly distribution rate from $1.00 per Unit for the
fourth quarter of 1997 to $.30 per Unit for the fourth quarter of 1998 and from
a 7.82% decrease in the number of outstanding Units as a result of the
repurchase of Units by the Fund during November 1998.
During 1998, the Fund declared quarterly cash distributions to its partners in
the aggregate amount of $2,757,988, which were paid during the months of May,
August and November 1998 and February 1999. The per Unit distribution rate for
the first quarter of 1998 varied between $1.00 and $1.13 depending upon the
closing in which the particular Units were issued. This disproportionate cash
distribution resulted from the Units being issued on different days during 1990,
and thus being entitled to differing Preferred Return amounts, as defined in the
Fund's Partnership Agreement. The disproportionate rates eliminated the
remaining Preferred Return amounts, leaving all Units on an equal basis going
forward. The per Unit distribution rates were $1.00, $.30 and $.30 for all Units
for the second, third and fourth quarters of 1998, respectively. In the
aggregate, the 1998 distributions were paid out of current net investment income
(3.1%), realized gains on investments (50.8%) and a return of capital (46.1%).
The Fund currently expects 1999 distributions to continue at a rate of $.30 per
Unit per quarter for all Limited Partners, subject to discontinuance pursuant to
a plan of liquidation, if one is approved.
The Fund has accrued approximately $440,000 for certain known potential
liabilities related to a former investment of the Fund. In addition, the Fund
may be exposed to other asserted or unasserted legal claims encountered in the
course of its activities, past and present. Other than those amounts for which
the Fund has specifically accrued, management does not believe the ultimate
resolution of these matters will have a material adverse impact on the operating
results, financial position or cash flows of the Fund.
RESULTS OF OPERATIONS
INVESTMENT INCOME AND EXPENSES
The Fund's investment income consists primarily of interest income earned from
the various debt investments held by the Fund. The Fund also received dividend
income during 1997 from the ENI Holding Corp. ("ENI") preferred stock, which was
sold during 1997. Major expenses include professional fees, fund administration
fees, investment advisory fees and administrative expenses.
1998 Compared to 1997
The Fund's net investment income was $57,840 for the year ended December 31,
1998 on total investment income of $607,354 as compared to net investment income
of $831,359 on total investment income of $1,370,252 for the prior year. Net
investment income per limited partnership unit decreased from $.75 to $.05 and
the ratio of net investment income to average net assets decreased from 5.55% to
0.54% for the year ended December 31, 1998 in comparison to the prior year.
Net investment income for the year ended December, 31, 1998 decreased primarily
as a result of a decrease in investment income in comparison to the prior year.
Investment income decreased $762,898, or 55.7%, for the year ended December 31,
1998 in comparison to the prior year. This decrease resulted primarily from (i)
the prepayment of the Fund's Elgin National Industries, Inc. ("Elgin")
subordinated debt investment during November 1997, (ii) the disposition of the
ENI pre-
-------------------------------
TWENTY-TWO
<PAGE> 25
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
ferred stock during November 1997, and (iii) the decision to stop accruing
interest on the Fund's RBM subordinated debt investment effective during August
1998. The combined negative impact of these items was partially offset by
increases in the amount of interest income earned on temporary investments and
the various LMC debt investments.
Total expenses increased $10,621, or 2.0%, for the year ended December 31, 1998
in comparison to the prior year. This increase resulted primarily from increases
in other expenses and Independent General Partner fees and expenses. These
increases were substantially offset by a decrease in investment advisory fees.
Other expenses increased during 1998 primarily as a result of insurance expense
associated with a new liability insurance policy for the Fund's general partners
that was initially purchased during September 1997.
Independent General Partner fees and expenses increased during 1998 primarily
because one of the Fund's three Independent General Partners resigned during the
fourth quarter of 1996 and was not replaced until the third quarter of 1997.
Investment advisory fees decreased during 1998 primarily as a result of (i) the
repurchase of Units during November 1997 and 1998, (ii) the payment of quarterly
cash distributions during 1998 that exceeded the Limited Partners' Preferred
Return (as defined in the Fund's Partnership Agreement) and (iii) losses
realized by the Fund during the second quarter of 1998 with respect to the MTI,
Atlas and ARA investments. All three of these items decreased the amount of the
Fund's available capital (as defined in the Fund's Partnership Agreement), which
is the base with respect to which the investment advisory fees are calculated.
1997 Compared to 1996
The Fund's net investment income was $831,359 for the year ended December 31,
1997 on total investment income of $1,370,252 as compared to net investment
income of $772,453 on total investment income of $1,329,491 for the prior year.
Net investment income per limited partnership unit increased from $.64 to $.75,
and the ratio of net investment income to average net assets increased from
4.05% to 5.55% for the year ended December 31, 1997 in comparison to the prior
year.
Net investment income for the year ended December 31, 1997 increased 7.6% as a
result of a small increase in investment income and a small decrease in total
expenses. Net investment income per limited partnership unit increased 17.2%.
The percentage increase in net investment income per limited partnership unit
exceeded the percentage increase in net investment income because of a decrease
in the weighted average number of limited partnership units outstanding, which
resulted from the repurchase of Units by the Fund during both November 1996 and
1997.
Investment income increased $40,761, or 3.1%, for the year ended December 31,
1997 in comparison to the prior year. This increase resulted primarily from the
receipt of the accumulated preferred stock dividends that were paid on the ENI
preferred stock at the time of its disposition. The positive impact of the ENI
dividend income was significantly offset by a decrease in interest income. A
number of factors contributed to the decline in interest income, including (i)
the decision to stop accruing interest in the Fund's Atlas subordinated debt
investment effective April 1996, (ii) the prepayment of the Fund's Elgin
subordinated debt investment during November 1997, and (iii) reduced amounts of
temporary investments as a result of the Fund utilizing a portion of its cash
reserves to fund the LMC follow-on investment and to repurchase Units during
both November 1996 and 1997. The negative effect of these items was partially
offset by the increase in interest income earned on the LMC follow-on
investment.
Total expenses decreased $18,145, or 3.3%, for the year ended December 31, 1997
in comparison to the prior year. This decrease resulted primarily from decreases
in investment advisory fees and other expenses. These decreases were partially
offset by an increase in professional fees.
The investment advisory fees paid to FCM decreased during 1997, primarily as a
result of the direct receipt by FCM of consulting fees from LMC, one of the
Fund's portfolio companies during the first quarter of 1997 and as a result of
the repurchase of Units during November 1996 and 1997. Pursuant to the terms of
the Fund's investment advisory agreement with FCM, the investment advisory fees
payable to FCM by the Fund are reduced by the amount of any fees that FCM
receives directly from any of the Fund's portfolio companies. The repurchase of
Units decreased the amount of the Fund's available capital (as defined in the
Partnership Agreement) which is the base with respect to which the investment
advisory fees are calculated.
Other expenses decreased during 1997 primarily as a result of consulting fees
and expenses paid during 1996 in connection with the Canadian's bankruptcy
proceedings.
Professional fees increased during 1997 primarily because of fees incurred in
connection with the Fund's analysis of a proposal pursuant to which its Units
would have been exchanged for shares in a newly formed Delaware Business Trust.
FCM decided not to pursue this proposal.
-------------------------------
TWENTY-THREE
<PAGE> 26
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
NET REALIZED GAIN (LOSS) ON INVESTMENTS
The Fund realized net losses of $3,453,919 during the year ended December 31,
1996, net gains of $2,925,017 during the year ended December 31, 1997 and net
losses of $2,497,650 during the year ended December 31, 1998.
During 1996, the Fund realized a gain from the sale of the Fund's Huntington
investment and realized a loss on the Fund's Canadian's investment. The net
realized gain for 1997 resulted from gains on the Fund's Neodata Corporation,
Elgin, ENI and Huntington investments, including a prepayment premium, and an
additional realized loss on the Fund's Canadian's investment.
The Fund owned an equity position in ARA (formerly known as Amity Leather
Products Co.) since 1992. This equity position was acquired in connection with a
subordinated debt investment, which ARA prepaid during 1994.
ARA reported significantly reduced earnings and cash flows from operations
during 1997. During February 1998, ARA hired a crisis manager to assist it in
addressing continuing significant declines in the company's sales and profits.
The hiring of this crisis manager was precipitated by ARA's lenders, which
notified ARA of defaults under its credit lines and demanded that ARA repay
overadvances that were made during 1997. The Fund was notified that ARA was
considering a number of options for solving these problems, including a possible
bankruptcy filing and the sale of the company, or certain of its operations.
ARA filed for bankruptcy protection during March 1998. ARA's assets were
liquidated at auction during May 1998, with the proceeds from the sale
satisfying only a portion of ARA's debt. The $311,989 cost of the Fund's equity
investment in ARA was written off as a realized loss during May 1998.
During June 1998, the Fund received $158,043 from the sale of its MTI common
stock and warrants. The Fund recorded a realized loss of $79,584 from this sale.
The Fund's Huntington stock was sold for cash during February 1996. The Fund's
share of the sales proceeds totaled $1,247,229, of which $1,089,896 was received
during February 1996. The balance of the sales proceeds was held in escrow to
pay various transaction expenses, to fund contingent purchase price adjustments
and as collateral for potential claims of the buyer with respect to
representations made by the selling shareholders, including the Fund. An
agreement was reached with the buyer with regard to purchase price adjustments
and other claims and the escrow accounts were liquidated during 1998. The Fund
received distributions from the escrow accounts of $16,439, $67,198, $63,001 and
$971 during September 1996, May 1997, June 1998 and August 1998, respectively.
The Fund recognized realized gains of $16,439, $67,198 and $63,972 from this
transaction during 1996, 1997 and 1998, respectively. The selling shareholders,
including the Fund, could be required under certain of the seller's
representations to reimburse the buyer for certain costs and expenses, even
though the escrow accounts have been liquidated.
The companies that Atlas acquired during 1996 with the proceeds of the Fund's
subordinated debt investment did not perform as well as expected. As a result,
Atlas defaulted on certain financial covenants in its agreements with its senior
lender and with the Fund. The senior lender, the Bank of New York, reacted to
the covenant defaults by limiting Atlas' availability under its revolving credit
facility and by instructing Atlas not to pay the quarterly interest payments
that were due on the Fund's subordinated debt, beginning in July 1996.
During August 1996, Atlas entered into a letter of intent, under the terms of
which some of the company's businesses would be sold for cash. During November
1996, the purchaser notified Atlas that it wanted to renegotiate the terms of
the transaction, including a reduction in the purchase price. Atlas management
was unable to reach a revised agreement with the purchaser and Atlas remained in
default on its debt. On January 17, 1997, Atlas filed for Chapter 11 bankruptcy
protection.
As a result of these developments, the Fund stopped accruing interest on its
Atlas investment during April 1996 and recorded writedowns of $979,776 and
$2,243,103 during 1996 and 1997, respectively, in the carrying value of the
investment. The remaining carrying value of the Fund's Atlas investment as of
December 31, 1997 was $2.
On June 3, 1998, the Fund exchanged its Atlas subordinated notes and warrants
for 821,376 shares of common stock of WMI, an Atlanta, Georgia based waste
management company. Pursuant to the terms of the exchange agreement, the Fund is
prohibited from selling its WMI common stock for 24 months. In addition, the
Fund granted the entity acquiring the Fund's Atlas securities a call on the
Fund's WMI common stock during the 24 month lock up period and a right of first
refusal thereafter. The call price is $11.25 per share.
The WMI common stock, which trades on the NASDAQ Small Cap Market System
("WAST"), closed at $1.78 and $0.33 (an average of the closing bid and ask
prices) on June 3, 1998 and December 31, 1998, respectively. Based on these
prices, the
-------------------------------
TWENTY-FOUR
<PAGE> 27
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Fund's WMI had trading values of $1,761,157 on the date of the exchange (June 3,
1998) and $326,507 on December 31, 1998. However, due to a number of factors,
including the speculative nature of the WMI stock, the two year lock up period
and the relative size of the Fund's stock position versus the daily trading
volume, FCM has decided to carry the WMI stock at the same nominal value that
the Atlas securities were previously carried by the Fund. The 52-week low for
the WMI common stock is $0.16 per share.
The Fund recorded a realized loss of $2,125,574 on the exchange, which is equal
to the amount of the loss which the Fund claimed for income tax purposes from
the disposition of the Atlas securities. The $1,097,306 balance of the
unrealized loss previously recorded by the Fund with respect to the Atlas
securities continues to be carried by the Fund as an unrealized loss.
The Fund incurred approximately $45,000 of realized losses during the year ended
December 31, 1998 as a result of adjustments relating to certain previously held
investments.
NET UNREALIZED GAIN (LOSS) ON INVESTMENTS
FCM values the Fund's portfolio investments on a weekly basis utilizing a
variety of methods. For securities that are publicly traded and for which market
quotations are available, valuations are set by the closing sales, or an average
of the closing bid and ask prices, as of the valuation date.
Fair value for securities that are not traded in any liquid public markets or
that are privately held are determined pursuant to valuation policies and
procedures that have been approved by the Independent General Partners and
subject to their supervision. There is a range of values that are reasonable for
such investments at any particular time. Each such investment is valued
initially based upon its original cost to the Fund ("cost method"). The cost
method is used until significant developments affecting the portfolio company
provide a basis for use of an appraisal valuation. Appraisal valuations are
based upon such factors as the portfolio company's earnings, cash flow and net
worth, the market prices for similar securities of comparable companies and an
assessment of the portfolio company's future financial prospects. In a case of
unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method will be
used only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
Prior to 1996, the Fund had recorded cumulative net unrealized loss on
investments of $2,894,675. During 1996, the Fund recorded $77,771 of unrealized
gain and $1,115,021 of unrealized loss on investments. In addition, the Fund
disposed of investments during 1996 with respect to which the Fund had recorded
$3,348,623 of net unrealized loss during prior years. Therefore, at December 31,
1996, the Fund had net unrealized loss on investments of $583,302.
During 1997, the Fund recorded $9,765 of unrealized gain and $3,315,700 of
unrealized loss on investments. In addition, the Fund disposed of investments
during 1997 with respect to which the Fund had recorded $86,968 of net
unrealized loss during prior years. Therefore, at December 31, 1997, the Fund
had net unrealized loss on investments of $3,802,269.
The net decrease in unrealized loss on investments during 1998 and the
cumulative net unrealized loss on investments at December 31, 1998, consisted of
the following components:
<TABLE>
<CAPTION>
Net Changes Net Unrealized
in Unrealized Gain (Loss)
Gain (Loss) Recorded as of
Portfolio Investment During 1998 December 31, 1998
- ------------------------------------------------------------------
<S> <C> <C>
Unrealized net loss recorded
during prior years with
respect to investments
disposed of during 1998 $ 3,497,448 $ --
KEMET (181,566) 255,533
LMC -- (741,920)
RBM (665,881) (665,881)
WMI (1,097,306) (1,097,306)
------------- -------------
$ 1,552,695 $ (2,249,574)
============= =============
</TABLE>
KEMET completed an IPO of its common stock during 1992. The stock, which trades
on the NASDAQ National Market System, closed at $11.4375 (an average of the
closing bid and ask prices) on December 31, 1998. This price is down from the
closing price of $19.3125 on December 31, 1997. Based on the $11.4375 closing
trading price of the common stock, the 23,056 shares of common stock that the
Fund held at December 31, 1998 had a market value of $263,703.
LMC experienced significant operating problems after the Fund acquired its LMC
investment during 1994 and the Fund was involved in a restructuring of its LMC
investment during 1995. In the restructuring, the Fund's existing LMC
subordinated debt and warrants were converted into preferred stock and the Fund
purchased $454,400 of new common stock. As a result of LMC's
-------------------------------
TWENTY-FIVE
<PAGE> 28
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
operational difficulties and the fact that the Fund's investment was converted
from debt securities to equity securities, the Fund wrote its LMC investment
down by $459,200 during 1995.
LMC has a defined contribution plan (the "Plan"), which was closed during 1995.
The current and previous trustees of the Plan failed to assure that the Plan was
properly funded. In order to rectify this problem, LMC has made demands on the
current and previous trustees of the Plan and the previous controlling
shareholders that these parties make the necessary payments to the Plan. LMC has
filed suit against the current trustee, whose wholly-owned company currently
owns approximately 9% of LMC's common stock, and expects to prevail in this
litigation, although there can be no assurance that this will be the case.
The Internal Revenue Service ("IRS") performed an audit on the Plan during 1998,
in which it reviewed certain of the years with respect to which the Plan was not
properly funded. At the conclusion of their audit, the IRS notified LMC that it
had determined the underfunding for the years reviewed to be $243,385. The IRS
also imposed a penalty of $12,362, which LMC has paid. LMC is currently in
discussions with the IRS concerning how and when the $243,385 assessment, and
the related interest, must be paid. If LMC is required to make the payments
prior to resolution of the litigation with the current trustee of the Plan, it
will have a negative impact on LMC's working capital availability. In addition,
it is possible that additional assessments could be made in the future for
underfundings of the Plan with respect to earlier years.
As a result of this matter and its potential impact on LMC, the Fund recorded an
additional $282,720 write down in the value of its LMC investment during 1997.
On a cumulative basis, as of December 31, 1998, the Fund's LMC investment has
been written down in value by $741,920. The Fund and LMC's other stockholders
made additional follow-on investments in LMC during 1996, 1997 and 1998 in order
to provide LMC with working capital required to fund significant continuing
operating losses, develop a new product, finance the downpayment on and move to
a new facility and to purchase capital equipment needed to modernize the
company's production operations.
RBM had a record year for fiscal 1998, with sales of approximately $30 million
and EBITDA of approximately $2.7 million. However, these sales were achieved
primarily through one contract with Digital Equipment Corporation ("DEC").
During August 1998, RBM notified the Fund that anticipated sales to DEC and
other large customers were expected to decline significantly in the upcoming
year. Of particular concern were sales to DEC, which has been acquired by Compaq
Computer Corp. As a result of the expected decline in sales, RBM began the
process of restructuring its debt, including the subordinated debt held by the
Fund. The Fund received the quarterly interest payment that was due from RBM on
August 24, 1998. The interest payment that was due during November 1998 was
deferred and subsequently converted to equity pursuant to the restructuring
described below.
During December 1998, RBM and its lenders completed a restructuring under which
a new senior lender, Norwest Business Credit, replaced Bank of America. As part
of this transaction, RBM's equity sponsor contributed additional equity to the
company and the subordinated lenders, including the Fund, agreed to accept
shares of RBM's common stock as payment for the next three quarterly interest
payments beginning with the payment that was due during November 1998. As a
consequence, the Fund's ownership of RBM, on a fully-diluted basis, increased
from 5.9% to 7.2%, assuming exercise of its warrants. The restructuring was
designed to provide RBM with a period of time in which to secure additional
customers and return to a more stable financial position under which RBM could
meet its interest obligations to its creditors, including the Fund. Cash
receipts from interest income to the Fund are expected to decrease as a result
of the restructuring.
As a result of these developments, the Fund stopped accruing interest on its RBM
subordinated debt effective August 24, 1998. In addition, the Fund recorded
aggregate writedowns of $665,881 relating to RBM during the year ended December
31, 1998.
See "Net Realized Gain (Loss) on Investments" for a discussion of the unrealized
loss on the Fund's WMI stock investment.
FCM continually monitors both the Fund's portfolio companies and the markets,
and continually evaluates the decision to hold or sell its traded securities.
READINESS FOR YEAR 2000
FCM has completed a review of the accounting and other information systems that
are currently being utilized by FCM and the Fund with regard to Year 2000
issues. This review involved both actual tests of parts of the information
systems that were conducted by third party consultants and representations
received from various software vendors. FCM believes that all of these systems
are Year 2000 compliant. All of the costs associated with this review were paid
by FCM.
FCM also corresponded with appropriate third parties, such as the
-------------------------------
TWENTY-SIX
<PAGE> 29
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Fund's custodian and transfer agent, concerning whether their information
systems are Year 2000 compliant. These third parties have represented that their
information systems are either currently Year 2000 compliant or that they have
identified the scope of required upgrades or changes to their information
systems that are needed and that they have a plan in place to complete these
upgrades on a timely basis.
As a result of the above discussion review, Year 2000 issues are not expected to
have any material adverse effects on the Fund's results of operations or
financial condition.
INFLATION AND CHANGING PRICES
Inflation has had no material impact on the operations or financial condition of
the Fund from inception through December 31, 1998. However, inflation and
changing prices, in addition to other factors, may effect the value and the
eventual selling price of the Fund's remaining investments.
-------------------------------
TWENTY-SEVEN
<PAGE> 30
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
FUND INFORMATION
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
410 17th Street, Suite 400
Denver, Colorado 80202
(800) 866-7607
MANAGING GENERAL PARTNER
FCM Fiduciary Capital Management Company
AUDITORS
Arthur Andersen LLP
Denver, Colorado
LEGAL COUNSEL
Dorsey & Whitney LLP
Denver, Colorado
TRANSFER AGENT
GEMISYS Corporation
Englewood, Colorado
A copy of the Annual Report
on Form 10-K, as filed with the
Securities and Exchange Commission,
will be furnished without charge to
Limited Partners upon request. A copy
can also be obtained from the SEC's
EDGAR Database on the World Wide
Web at: http://www.sec.gov/edgarhp.htm.
-------------------------------
TWENTY-EIGHT
<PAGE> 31
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
----------------------------------------
--------------------
FIRST QUARTER REPORT
1999
<PAGE> 32
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
MARCH 31, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT/ INVESTMENT AMORTIZED % OF TOTAL
SHARES INVESTMENT DATE COST VALUE INVESTMENTS
- ------------- ------------------------ ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
MANAGED COMPANIES:
23,056 sh. KEMET Corporation,
Common Stock(1)* 07/11/91 $ 8,170 $ 264,424
- ------------- ------------------------ ---------- ---------- ---------- ----------
8,170 264,424 3.1%
- ------------- ------------------------ ---------- ---------- ---------- ----------
$1,632,960 LMC Corporation, 12.00%
Senior Subordinated 11/01/96
Revolving Notes through
due 10/31/00 01/13/99 1,632,960 1,632,960
$346,800 LMC Corporation, 12.00%
Senior Subordinated 2/11/99
Revolving Notes through
due 10/1/99 (Note 5) 03/01/99 346,800 346,800
239,600 sh. LMC Corporation, 7.00%
Cumulative Redeemable
Preferred Stock* 06/10/94 2,389,210 2,389,210
4,476,500 sh. LMC Corporation, 02/09/96
Common Stock* through
08/05/98 2,465,449 1,723,529
52.08 sh. LMC Credit Corp.,
Common Stock* 02/09/96 1 1
- ------------- ------------------------ ---------- ---------- ---------- ----------
6,834,420 6,092,500 72.1
- ------------- ------------------------ ---------- ---------- ---------- ----------
$1,290,000 R.B.M. Precision Metal
Products, Inc., 13.00%
Senior Subordinated
Secured Notes due
5/24/02(2) 05/24/95 1,237,587 645,000
12,603.7 sh. R.B.M. Precision Metal
Products, Inc., Warrants
to Purchase Common Stock* 05/24/95 73,295 1
12,717 sh. R.B.M. Precision Metal
Products, Inc., Common
Stock* 12/09/98 1 1
- ------------- ------------------------ ---------- ---------- --------- ----------
1,310,883 645,002 7.7
- ------------- ------------------------ ---------- ---------- --------- ----------
Total Investments in Managed
Companies (86.0% of net assets) 8,153,473 7,001,926 82.9
- ------------- ------------------------ ---------- ---------- --------- ----------
</TABLE>
The accompanying notes to financial statements
are an integral part of this schedule.
--------------------------
ONE
<PAGE> 33
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT/ INVESTMENT AMORTIZED % OF TOTAL
SHARES INVESTMENT DATE COST VALUE INVESTMENTS
- ------------- ------------------------ ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
NON-MANAGED COMPANY:
821,376 sh. WasteMasters, Inc.,
Common Stock(3)* 06/03/98 1,097,307 1
- ------------- ------------------------ ---------- ---------- --------- ----------
Total Investment in
Non-Managed Company
(0.0% of net assets) 1,097,307 1 0.0
- ------------- ------------------------ ---------- ---------- --------- ----------
TEMPORARY INVESTMENTS:
$1,450,000 American Express
Credit Corp., 4.61%
Notes due 4/5/99 03/22/99 1,449,259 1,449,259
- ------------- ------------------------ ---------- ----------- ---------- ----------
Total Temporary Investments
(17.8% of net assets) 1,449,259 1,449,259 17.1
- ------------- ------------------------ ---------- ----------- ---------- ----------
Total Investments (103.8% of net assets) $10,700,039 $8,451,186 100.0%
- ------------- ------------------------ ---------- ----------- ---------- ----------
</TABLE>
(1) The KEMET Corporation common stock trades on the NASDAQ National Market
System.
(2) The notes will amortize in three equal annual installments of $430,000
commencing on May 24, 2000.
(3) The WasteMasters, Inc. common stock, which trades on the NASDAQ Small Cap
System, is subject to a 24 month lock up period, a call option and a right
of first refusal.
* Non-income producing security.
The accompanying notes to financial statements
are an integral part of this schedule.
--------------------------
TWO
<PAGE> 34
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS:
Investments:
Portfolio investments, at value:
Managed companies (amortized cost -
$8,153,473 and $7,761,313,
respectively) $ 7,001,926 $ 6,609,045
Non-managed company (amortized cost -
$1,097,307) 1 1
Temporary investments, at amortized cost 1,449,259 1,897,223
----------- -----------
Total investments 8,451,186 8,506,269
Cash and cash equivalents 411,757 628,670
Accrued interest receivable 55,934 85,556
Other assets 12,596 27,234
----------- -----------
Total assets $ 8,931,473 $ 9,247,729
=========== ===========
LIABILITIES:
Payable to affiliates (Notes 2, 3 and 4) $ 34,197 $ 25,748
Accounts payable and accrued liabilities 468,698 470,840
Distributions payable to partners 284,950 284,950
----------- -----------
Total liabilities 787,845 781,538
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
NET ASSETS:
Managing General Partner (180,012) (180,012)
Limited Partners (equivalent to $8.85
and $9.19, respectively, per limited
partnership unit based on 940,336
units outstanding) 8,323,640 8,646,203
----------- -----------
Net assets 8,143,628 8,466,191
----------- -----------
Total liabilities and net assets $ 8,931,473 $ 9,247,729
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these financial statements.
--------------------------
THREE
<PAGE> 35
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 79,495 $ 204,108
--------- ---------
Total investment income 79,495 204,108
--------- ---------
Expenses:
Fund administration fees (Note 3) 29,582 29,582
Independent General Partner fees
and expenses (Note 4) 21,213 18,095
Investment advisory fees (Note 2) 20,741 30,388
Administrative expenses (Note 3) 17,224 17,224
Professional fees 11,583 76,155
Other expenses 17,486 18,199
--------- ---------
Total expenses 117,829 189,643
--------- ---------
NET INVESTMENT (LOSS) INCOME (38,334) 14,465
--------- ---------
REALIZED AND UNREALIZED
LOSS ON INVESTMENTS:
Net realized loss on investments -- (11,119)
Net change in unrealized loss
on investments 721 (152,514)
--------- ---------
Net gain (loss) on investments 721 (163,633)
--------- ---------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (37,613) $(149,168)
========= =========
</TABLE>
The accompanying notes to financial statements
are an integral part of these financial statements.
--------------------------
FOUR
<PAGE> 36
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets
resulting from operations $ (37,613) $ (149,168)
Adjustments to reconcile net decrease in net
assets resulting from operations to net
cash provided by operating activities:
Accreted discount on portfolio investments -- (4,153)
Change in assets and liabilities:
Accrued interest receivable 29,622 (3,678)
Other assets 14,638 6,313
Payable to affiliates 8,449 30,157
Accounts payable and accrued liabilities (2,142) 28,340
Net realized loss on investments -- 11,119
Net change in unrealized loss
on investments (721) 152,514
----------- -----------
Net cash provided by operating activities 12,233 71,444
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of portfolio investments (392,160) (449,000)
Sale of temporary investments, net 447,964 1,407,896
----------- -----------
Net cash provided by investing activities 55,804 958,896
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions paid to partners (284,950) (1,030,446)
----------- -----------
Net cash used in financing activities (284,950) (1,030,446)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (216,913) (106)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 628,670 276,108
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 411,757 $ 276,002
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these financial statements.
--------------------------
FIVE
<PAGE> 37
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND FOR
THE YEAR ENDED DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Increase in net assets resulting from operations:
Net investment (loss) income $ (38,334) $ 57,840
Net realized loss on investments -- (2,497,650)
Net change in unrealized loss on investments 721 1,552,695
------------ ------------
Net decrease in net assets
resulting from operations (37,613) (887,115)
Repurchase of limited partnership units -- (752,571)
Distributions to partners from -
Net investment income -- (85,585)
Realized gain on investments -- (1,402,287)
Return of capital (284,950) (1,270,116)
------------ ------------
Total decrease in net assets (322,563) (4,397,674)
Net assets:
Beginning of period 8,466,191 12,863,865
------------ ------------
End of period (including no undistributed
net investment income) $ 8,143,628 $ 8,466,191
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these financial statements.
--------------------------
SIX
<PAGE> 38
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---------- -----------
<S> <C> <C>
PER UNIT DATA:
Investment income $ .09 $ .20
Expenses (.13) (.19)
---------- -----------
Net investment (loss) income (.04) .01
Net realized loss on
investments -- (.01)
Net change in unrealized
loss on investments -- (.15)
Distributions declared to partners (.30) (1.10)
---------- -----------
Net decrease in net asset value (.34) (1.25)
Net asset value:
Beginning of period 9.19 12.66
---------- -----------
End of period $ 8.85 $ 11.41
========== ===========
RATIOS (ANNUALIZED):
Ratio of expenses to average
net assets 5.68% 6.21%
Ratio of net investment (loss) income
to average net assets (1.85)% 0.47%
Number of limited partnership
units at end of period 940,336 1,020,142
</TABLE>
The accompanying notes to financial statements are an integral
part of these selected per unit data and ratios.
--------------------------
SEVEN
<PAGE> 39
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED)
1. GENERAL
The accompanying unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
FCM Fiduciary Capital Management Company ("FCM"), the Managing General Partner
of Fiduciary Capital Pension Partners, L.P. (the "Fund"), necessary to fairly
present the financial position of the Fund as of March 31, 1999 and the results
of its operations, changes in net assets and its cash flows for the period then
ended.
These financial statements should be read in conjunction with the Significant
Accounting Policies and other Notes to Financial Statements included in the
Fund's annual audited financial statements for the year ended December 31, 1998.
2. INVESTMENT ADVISORY FEES
As compensation for its services as investment adviser, FCM receives a
subordinated monthly fee at the annual rate of 1% of the Fund's available
capital, as defined in the Partnership Agreement. Investment advisory fees of
$20,741 were paid by the Fund for the three months ended March 31, 1999.
3. FUND ADMINISTRATION FEES
As compensation for its services as fund administrator, FCM receives a monthly
fee at the annual rate of .45% of net proceeds available for investment, as
defined in the Partnership Agreement. Fund administration fees of $29,582 were
paid by the Fund for the three months ended March 31, 1999. FCM is also
reimbursed, subject to various limitations, for administrative expenses incurred
in providing accounting and investor services to the Fund. The Fund reimbursed
FCM for administrative expenses of $17,224 for the three months ended March 31,
1999.
4. INDEPENDENT GENERAL PARTNER FEES AND EXPENSES
As compensation for services rendered to the Fund, each of the Independent
General Partners receives from the Fund and Fiduciary Capital Partners, L.P., an
affiliated fund, (collectively, the "Funds") an annual fee of $30,000, payable
monthly in arrears, together with all out-of-pocket expenses. Each Fund's
allocation of these fees and expenses is based on the relative number of
outstanding Units. Fees and expenses paid by the Fund for the three months ended
March 31, 1999 totaled $21,213.
--------------------------
EIGHT
<PAGE> 40
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. COMMITMENTS AND CONTINGENCIES
LMC Commitment LMC is entitled to draw down a total of $650,250 pursuant to the
terms of the Senior Subordinated Revolving Notes due October 1, 1999, which are
held by the Fund. As of March 31, 1999, LMC had drawn down $346,800. An
additional $52,020 was drawn down during May 1999.
--------------------------
NINE
<PAGE> 41
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with the Fund's unaudited
Financial Statements and the Notes thereto. This report contains, in addition to
historical information, forward-looking statements that include risks and other
uncertainties. The Fund's actual results may differ materially from those
anticipated in these forward-looking statements. While the Fund can not always
predict what factors would cause actual results to differ materially from those
indicated by the forward-looking statements, factors that might cause such a
difference include general economic and business conditions, competition and
other factors discussed elsewhere in this report. Readers are urged to consider
statements that include the terms "believes", "expects", "plans", "anticipates",
"intends" or the like to be uncertain and forward-looking. The Fund undertakes
no obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of anticipated or unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Fund held portfolio investments in three Managed
Companies and one Non-Managed Company, with an aggregate original cost of
approximately $9.3 million. The value of these portfolio investments, which were
made from net offering proceeds and the reinvestment of proceeds from the sale
of other portfolio investments, represents approximately 86.0% of the Fund's net
assets. When acquired, these portfolio investments generally consisted of
high-yield subordinated debt, linked with an equity participation or a
comparable participation feature in middle market companies. These securities
were typically issued in private placement transactions and were subject to
certain restrictions on transfer or sale, thereby limiting their liquidity. A
number of the portfolio companies have prepaid their subordinated debt that the
Fund held. In addition, three of the portfolio companies have successfully
completed initial public offerings ("IPOs") of their stock. The Fund has sold
the stock it held in these three companies, except for a portion of its KEMET
Corporation ("KEMET") stock.
As of March 31, 1999, the Fund's remaining assets were invested in short-term
commercial paper. These funds are available to fund the annual repurchase offer,
to fund follow-on investments in existing portfolio companies, to pay Fund
expenses and for distribution to the partners.
The Fund's investment period ended on December 31, 1995. Although the Fund has
been permitted to make additional investments in existing portfolio companies
since 1995, the Fund is no longer permitted to acquire investments in new
portfolio companies. Consequently, the Fund has been in a liquidation mode.
Since the middle of 1997, the Fund has liquidated a significant percentage of
its investments and has
--------------------------
TEN
<PAGE> 42
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
distributed approximately $5.33 per Unit to the Limited Partners, with the cash
coming primarily from the liquidation of these investments. The Fund presently
has only four remaining investments in portfolio companies, which are expected
to generate only limited amounts of interest income for the fund during 1999 and
future years.
Pursuant to the terms of the Fund's periodic unit repurchase policy, the Fund
has annually offered to purchase from its Limited Partners, up to 7.5% Of its
outstanding Units for an amount equal to the current net asset value per unit,
net of a fee (not to exceed 2%) to be retained by the Fund to offset expenses
incurred in connection with the repurchase offer. If the number of tendered
Units in any year exceeds 7.5% of the outstanding Units, the Fund's General
Partners may vote to repurchase up to an additional 2% of the outstanding Units.
As a result of the liquidation of a major portion of the Fund's Investments, the
Fund is not expected to have sufficient liquidity to continue to (i) fund
quarterly cash distributions, (ii) fund the annual repurchase offer, and (iii)
pay its operating expenses. Accordingly, the General Partners are presently
considering a number of alternative actions through which the Fund could be
liquidated during 1999 or 2000. Once a plan of liquidation is adopted, the
General Partners will follow the requisite regulatory procedures required to
liquidate the Fund. These procedures are expected to include requesting Limited
Partner approval of the liquidation plan through a proxy solicitation, which
should commence in July.
During February 1999, the Fund agreed to purchase $650,250 of LMC's Senior
Subordinated Revolving Notes due October 1, 1999. $346,800 of this investment
was funded during February and March 1999.
Accrued interest receivable decreased $29,622 from $85,556 at December 31, 1998
to $55,934 at March 31, 1999. This decrease resulted primarily from the fact
that the quarterly interest payment that was due on the LMC corporation ("LMC")
notes on October 1, 1998 was not received by the Fund until January 1999. The
impact of the past due status of this LMC interest payment at December 31, 1998
was partially offset by interest income earned during the three months ended
March 31, 1999 on the LMC follow-on investments that were acquired during 1998
and 1999.
Other assets decreased $14,638 from $27,234 at December 31, 1998 to $12,596 at
March 31, 1999. This decrease resulted from decreases in both prepaid insurance
and deposits.
During the three months ended March 31, 1999, the Fund paid a cash distribution
pertaining to the fourth quarter of 1998, in the amount of $284,950, or $0.30
per Unit. The distribution for the first quarter of 1999 will be paid on May 14,
1999 at a rate of $0.30 per unit for all limited partners. The fund currently
expects to make a $0.30 per unit distribution for the second quarter on or about
August 13, 1999. The Fund's ability to continue to pay quarterly distributions
after the second quarter of 1999 is uncertain at this time. The distribution
question will be addressed on a quarterly basis, and will
--------------------------
ELEVEN
<PAGE> 43
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
involve the consideration of a number of issues, including the status of the
proposed proxy vote. A significant portion of the 1999 distributions are
expected to constitute a return of capital.
RESULTS OF OPERATIONS
INVESTMENT INCOME AND EXPENSES
The Fund's net investment loss was $(38,334) for the three months ended March
31, 1999 as compared to net investment income of $14,465 for the corresponding
period of the prior year. Net investment (loss) income per limited partnership
unit decreased from $.01 to $(.04) and the ratio of net investment (loss) income
to average net assets decreased from 0.47% to (1.85)% for the three months ended
March 31, 1999 as compared to the corresponding period of the prior year.
Net investment income (loss) for the three months ended March 31, 1999 decreased
primarily as a result of a decrease in investment income as compared to the
corresponding period of the prior year. The impact of the decrease in investment
income was partially offset by a decrease in total expenses.
Investment income decreased $124,613, or 61.1%, for the three months ended March
31, 1999, as compared to the corresponding period of the prior year. This
decrease resulted primarily from the decision to stop accruing interest on the
Fund's RBM Precision Metal Products, Inc. ("RBM") subordinated debt investment
effective during August 1998 and a decrease in the amount of the Fund's
temporary investments. The amount of the Fund's temporary investments decreased
because of (i) the significant cash distributions made by the Fund during 1998,
(ii) purchases of additional LMC follow-on investments, and (iii) the Fund's
repurchase of 7.82% of its Units during the fourth quarter of 1998. The negative
effect of these items was partially offset by an increase in interest income
earned on the LMC follow-on investments that were acquired during 1998 and 1999.
Total expenses decreased $71,814, or 37.9%, for the three months ended March 31,
1999, as compared to the corresponding period of the prior year. This decrease
resulted primarily from decreases in professional fees and investment advisory
fees. These decreases were partially offset by smaller increases in Independent
General Partner fees and expenses and other expenses.
Professional fees decreased during the three months ended March 31, 1999 as
compared to the corresponding period of the prior year, primarily because of
fees incurred during the prior year in connection with the LMC related
litigation.
The investment advisory fees decreased during the three months ended March 31,
1999 as compared to the corresponding period of the prior year, primarily as a
result of (i) the repurchase of Units during the fourth quarter of 1998, (ii)
the payment of quarterly cash
--------------------------
TWELVE
<PAGE> 44
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
distributions during 1998 that exceeded the Limited Partners' Preferred Returns
(as defined in the Fund's Partnership Agreement), and (iii) losses realized by
the Fund during the second quarter of 1998 with respect to the Mobile
Technology, Inc., Atlas Environmental, Inc. ("Atlas") and AR Accessories Group,
Inc. portfolio investments. All three of these items decreased the amount of the
Fund's available capital (as defined in the Partnership Agreement), which is the
base with respect to which the investment advisory fees are calculated.
NET UNREALIZED GAIN (LOSS) ON INVESTMENTS
FCM values the Fund's portfolio investments on a weekly basis utilizing a
variety of methods. For securities that are publicly traded and for which market
quotations are available, valuations are set by the closing sales or an average
of the closing bid and ask prices, as of the valuation date.
Fair value for securities that are not traded in any liquid public markets or
that are privately held are determined pursuant to valuation policies and
procedures that have been approved by the Independent General Partners and
subject to their supervision. There is a range of values that are reasonable for
such investments at any particular time. Each such investment is valued
initially based upon its original cost to the Fund ("cost method"). The cost
method is used until significant developments affecting the portfolio company
provide a basis for use of an appraisal valuation. Appraisal valuations are
based upon such factors as the portfolio company's earnings, cash flow and net
worth, the market prices for similar securities of comparable companies and an
assessment of the portfolio company's future financial prospects. In a case of
unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method is used
only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
As of December 31, 1998, the Fund had recorded $255,533 of unrealized gain and
$2,505,107 of unrealized loss on investments. Therefore, as of December 31,
1998, the Fund had recorded a total net unrealized loss on investments of
$2,249,574.
--------------------------
THIRTEEN
<PAGE> 45
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
The decrease in unrealized loss on investments during the three months ended
March 31, 1999 and the cumulative net unrealized loss on investments as of
March 31, 1999 consisted of the following components:
<TABLE>
<CAPTION>
Net Changes in
Unrealized Gain (Loss) Net Unrealized
During the Three Gain (Loss)
Months Ended Recorded As of
Portfolio Company March 31, 1999 March 31, 1999
----------------- ---------------------- --------------
<S> <C> <C>
KEMET $721 $ 256,254
LMC - (741,920)
RBM - (665,881)
WMI - (1,097,306)
---- -----------
$721 $(2,248,853)
==== ===========
</TABLE>
KEMET completed an IPO of its common stock during 1992. The stock, which trades
on the NASDAQ National Market System, closed at $11.46875 (an average of the
closing bid and ask prices) on March 31, 1999. This price is up slightly from
the closing price of $11.4375 on December 31, 1998. Based on the $11.46875
closing trading price of the common stock, the 23,056 shares of common stock
that the Fund held at March 31, 1999 had a market value of $264,424.
LMC experienced significant operating problems after the Fund acquired its LMC
investment during 1994 and the Fund was involved in a restructuring of its LMC
investment during 1995. In the restructuring, the Fund's then existing LMC
subordinated debt and warrants were converted into preferred stock and the Fund
purchased $454,400 of new common stock. As a result of LMC's operational
difficulties and the fact that the Fund's investment was converted from debt
securities to equity securities, the Fund wrote its LMC investment down by
$459,200 during 1995.
LMC has a defined contribution plan (the "Plan"), which was closed during 1995.
The current and previous trustees of the Plan failed to assure that the Plan was
properly funded. In order to rectify this problem, LMC has made demands on the
current and previous trustees of the Plan and the previous controlling
shareholders that these parties make the necessary payments to the Plan. LMC has
filed suit against the current trustee, whose wholly-owned company currently
owns approximately 9% of LMC's common stock, and expects to prevail in this
litigation, although there can be no assurance that this will be the case.
The Internal Revenue Service ("IRS") performed an audit on the Plan during 1998,
in which it reviewed certain of the years with respect to which the Plan was not
properly funded. At the conclusion of their audit, the IRS notified LMC that it
had determined the underfunding for the years reviewed to be $243,385. The IRS
also imposed a penalty of $12,362, which LMC has paid. LMC is currently in
discussions with the IRS concerning
--------------------------
FOURTEEN
<PAGE> 46
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
how and when the $243,385 assessment, and the related interest, must be paid. If
LMC is required to make the payments prior to resolution of the litigation with
the current trustee of the Plan, it will have a negative impact on LMC's working
capital availability. In addition, it is possible that additional assessments
could be made in the future for underfundings of the Plan with respect to
earlier years.
As a result of this matter and its potential impact on LMC, the Fund recorded an
additional $282,720 write down in the value of its LMC investment during 1997.
On a cumulative basis, as of March 31, 1999, the Fund's LMC investment has been
written down in value by $741,920. The Fund and LMC's other stockholders made
follow-on investments in LMC during 1996, 1997, 1998 and 1999 in order to
provide LMC with working capital required to fund significant continuing
operating losses, develop a new product, finance the downpayment on and move to
a new facility and to purchase capital equipment needed to modernize the
company's production operations.
RBM had a record year for fiscal 1998, with sales of approximately $30 million
and EBITDA of approximately $2.7 million. However, these sales were achieved
primarily through one contract with Digital Equipment Corporation ("DEC").
During August 1998, RBM notified the Fund that anticipated sales to DEC and
other large customers were expected to decline significantly in the upcoming
year. Of particular concern were sales to DEC, which has been acquired by Compaq
Computer Corp. As a result of the expected decline in sales, RBM began the
process of restructuring its debt, including the subordinated debt held by the
Fund. The Fund received the quarterly interest payment that was due from RBM on
August 24, 1998. The interest payment that was due during November 1998 was
deferred and subsequently converted to equity pursuant to the restructuring
described below.
During December 1998, RBM and its lenders completed a restructuring under which
a new senior lender, Norwest Business Credit, replaced Bank of America. As part
of this transaction, RBM's equity sponsor contributed additional equity to the
company and the subordinated lenders, including the Fund, agreed to accept
shares of RBM's common stock as payment for the next three quarterly interest
payments beginning with the payment that was due during November 1998. As a
consequence, the Fund's ownership of RBM, on a fully-diluted basis, increased
from 6.6% to 8.1%, assuming exercise of its warrants. The restructuring was
designed to provide RBM with a period of time in which to secure additional
customers and return to a more stable financial position under which RBM could
meet its interest obligations to its creditors, including the Fund.
As a result of these developments, the Fund stopped accruing interest on its RBM
subordinated debt effective August 24, 1998. In addition, the Fund recorded
aggregate writedowns of $665,881 relating to RBM during the year ended December
31, 1998.
During June 1998, the Fund exchanged its Atlas (which was in bankruptcy
proceedings) subordinated notes and warrants for 821,376 shares of common stock
of WasteMasters, Inc. ("WMI"), an Atlanta, Georgia based waste management
company. Pursuant to the
--------------------------
FIFTEEN
<PAGE> 47
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
terms of the agreement, the Fund is prohibited from selling its WMI common stock
for 24 months. In addition, the Fund granted the entity acquiring the Fund's
Atlas securities a call on the Fund's WMI common stock during the 24 month lock
up period and a right of first refusal thereafter. The call price is $11.25 per
share.
The WMI common stock, which trades on the NASDAQ Small Cap Market System
("WASTE"), closed at $1.78 and $0.36 (an average of the closing bid and ask
prices) on June 3, 1998 and March 31, 1999, respectively. Based on these prices,
the Fund's WMI common stock had trading values of $1,462,049 on the date of the
exchange (June 3, 1998) and $295,695 on March 31, 1999. However, due to a number
of factors, including the speculative nature of the WMI stock, the two year lock
up period and the relative size of the Fund's stock position versus the daily
trading volume, FCM has decided to carry the WMI stock at the same nominal value
that the Atlas securities were previously carried by the Fund. The 52-week low
for the WMI common stock is $0.12 per share.
The Fund recorded a realized loss of $2,125,574 on the exchange, which is equal
to the amount of the loss which the Fund claimed for income tax purposes from
the disposition of the Atlas securities. The $1,097,306 balance of the
unrealized loss previously recorded by the Fund with respect to the Atlas
securities continues to be carried by the Fund as an unrealized loss.
FCM continually monitors both the Fund's portfolio companies and the markets,
and continually evaluates the decision to hold or sell its traded securities.
READINESS FOR YEAR 2000
FCM has completed a review of the accounting and other information systems that
are currently being utilized by FCM and the Fund with regard to Year 2000
issues. This review involved both actual tests of parts of the information
systems that were conducted by third party consultants and representations
received from various software vendors. FCM believes that all of these systems
are Year 2000 compliant. All of the costs associated with this review were paid
by FCM.
FCM also corresponded with appropriate third parties, such as the Fund's
custodian and transfer agent, concerning whether their information systems are
Year 2000 compliant. These third parties have represented that their information
systems are either currently Year 2000 compliant or that they have identified
the scope of required upgrades or changes to their information systems that are
needed and that they have a plan in place to complete these upgrades on a timely
basis.
As a result of the above discussed review, Year 2000 issues are not expected to
have any material adverse effects on the Fund's results of operations or
financial condition.
--------------------------
SIXTEEN
<PAGE> 48
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
----------------------------------------
---------------------
SECOND QUARTER REPORT
1999
<PAGE> 49
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
MESSAGE TO INVESTORS
Dear Investor:
As of June 30, 1999, the Fund's net asset value per Unit was $8.67 and the Fund
held portfolio investments in four companies, which represented approximately
92.4% of the Fund's net assets. The Fund's remaining liquid assets were
invested in short-term commercial paper. These funds are available to fund the
annual Repurchase Offer, to fund follow-on investments in existing portfolio
companies, to pay Fund expenses and for distribution to investors.
CASH DISTRIBUTIONS
The cash distribution for the second quarter of 1999 was paid on August 13,
1999 at a rate of $.30 per Unit. Cumulative cash distributions paid to
investors since the Fund's inception during 1990 now total between $16.01 and
$15.69 on a per Unit ($20.00 cost) basis, depending upon the closing in which
the particular Units were issued.
The distribution for the third quarter of 1999 will be paid on November 15,
1999 at a rate of $.30 per Unit. All investors will receive this distribution
if they are record holders as of September 30, 1999, whether or not their Units
are tendered for repurchase in the 1999 Repurchase Offer (see below).
The Fund's ability to continue to pay quarterly distributions after the third
quarter of 1999 is uncertain at this time. The distribution question will be
addressed on a quarterly basis, and will involve the consideration of a number
of issues, including the status of the proposed proxy vote (discussed below). A
significant portion of the 1999 distributions will constitute a return of
capital.
PORTFOLIO UPDATE
KEMET Corporation ("KEMET") The Fund is in the process of liquidating its
remaining KEMET common stock investment. This process, which involves the
writing of covered call options, began during May 1999 and is expected to be
completed during October 1999. In the aggregate, during this six month period
the Fund is expected to generate approximately $423,000 of net cash proceeds
from the liquidation of its remaining KEMET common stock. This will bring the
total proceeds from the sale of KEMET common shares to approximately $4,905,000
versus our investment of approximately $562,000.
------------------
ONE
<PAGE> 50
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
R.B.M. Precision Metal Products, Inc. ("RBM") During 1998, RBM achieved record
sales volume due primarily to a single large contract with Digital Equipment
Corporation. This contract was only partially continued in 1999 and as a
result, sales have declined dramatically and the Company has experienced losses
for the last three quarters.
During December 1998, RBM and its lenders completed a restructuring under which
a new senior lender, Norwest Business Credit, replaced Bank of America. As part
of this restructuring, RBM's principal shareholder contributed additional
equity to the company and the subordinated lenders, including the Fund, agreed
to accept shares of RBM's common stock as payment for the next three quarterly
interest payments beginning with the payment that was due during November 1998
and ending with the payment that would have been due during May 1999. As a
consequence, the Fund's ownership of RBM, on a fully-diluted basis, increased
from 5.9% to 7.2%, assuming exercise of its warrants, which have a nominal
exercise price. The restructuring was designed to provide RBM with a period of
time in which to secure additional customers and return to a more stable
financial position under which RBM could meet its interest obligations to its
creditors, including the Fund.
The Fund did not assign any value to the RBM common stock that was received in
lieu of the payment of the three quarterly interest payments. As a result, the
Fund did not record any interest income with respect to the RBM subordinated
debt for the nine month period beginning August 25, 1998 and ending May 24,
1999, and it established a valuation reserve of approximately 50% against the
subordinated debt it holds.
RBM agreed to resume making the quarterly interest payments in cash commencing
with the quarterly interest payment due on August 24, 1999 (which was recently
received by the Fund). As a result, the Fund has resumed accrual of interest
income with respect to the RBM subordinated debt. Principal of the debt is
scheduled to be repaid in three equal annual installments of $430,000
commencing on May 24, 2000. Currently, the Fund has a valuation reserve of
approximately 50% against the principal amount of this debt, and intends to
maintain this reserve at least until RBM attains profitable operations.
LMC Corporation ("LMC") During February 1999, the Fund agreed to purchase a
total of $650,250 of Senior Subordinated Revolving Notes due October 1, 1999
(the "Notes") from LMC. As of June 30, 1999, the Fund had advanced a total of
$474,683 pursuant to the terms of these Notes, and the remaining $175,567 has
subsequently been advanced.
------------------
TWO
<PAGE> 51
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
During August 1999, the Fund agreed to accept shares of a new class of LMC
preferred stock in exchange for (i) the Notes, (ii) the accrued interest due on
the Notes, and (iii) the quarterly interest payment that was due on July 1,
1999 with respect to the LMC Senior Subordinated Revolving Notes due October
31, 2000, which the Fund continues to hold.
LMC has completed its move to the new facility in Brigham City, Utah and is now
producing the TrackMaster 85(R) there. Sales of the TrackMaster have exceeded
current produciton levels and we are exploring methods of increasing production
and obtaining the additional required working capital. The Fund owns 4,476,500
shares of LMC common stock and is contemplating a distribution of all or a
portion of these shares to Fund investors, as discussed under the Possible
Liquidation Plans section below.
WasteMasters, Inc. ("WMI") WMI is traded on the OTC Market System and its
symbol is WASTE. The Fund owns 821,376 shares of WMI, which it carries at a $1
value on its books. On August 17, 1999, the closing price was $.09 per share.
The Fund is contractually restricted in its ability to sell these shares and
the shares are not registered. As part of the Fund's liquidation, we anticipate
disposing of these shares.
INVESTMENT PERFORMANCE
The following analysis reflects only the Fund's investments that have gone full
cycle, i.e., the investments that have been sold and with respect to which the
Fund has recorded a realized gain or loss. Thus, investments that the Fund
still owns, such as LMC, RBM and WMI, are not included.
As reflected in the schedules on pages six and seven of this Quarterly Report,
the Fund invested a total of $41.9 million in subordinated debt investments and
received total realized proceeds of $47.6 million, including interest income,
fees and prepayment penalties. In the aggregate, these debt investments yielded
a return on investment of 1.1 to 1 and an annualized internal rate of return of
7.40%. The Fund also invested $3.1 million in equity securities, from which it
realized total proceeds of $11.0 million. In the aggregate, these equity
investments yielded a return on investment of 3.6 to 1 and an internal rate of
return of 33.11%. Please note that prior performance is not necessarily
indicative of future results.
We are actively attempting to realize the greatest possible returns from the
Fund's remaining investments.
------------------
THREE
<PAGE> 52
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
PERIODIC UNIT REPURCHASE POLICY
Pursuant to the terms of the Fund's periodic unit repurchase policy, the Fund
has annually offered to purchase from investors, up to 7.5% of its outstanding
Units for an amount equal to the current net asset value per Unit, net of a 2%
fee, which is retained by the Fund to offset expenses incurred in connection
with the Repurchase Offer. If the number of tendered Units in any year exceeds
7.5% of the outstanding Units, the Fund's General Partners may vote to
repurchase up to an additional 2% of the outstanding Units. If Units in excess
of this amount are tendered, Units are purchased on a prorated basis, after
giving priority to investors owning less than 100 Units.
In the letter that accompanied the 1998 Repurchase Offer, we indicated that we
believed that the 1998 Repurchase Offer would be the Fund's last Repurchase
Offer. However, at the July 28, 1999 meeting of the General Partners it was
determined that the Fund will proceed with the 1999 Repurchase Offer, which
will occur during the fourth quarter of 1999. The Repurchase Offer schedule
provides for a mailing to investors on October 5, 1999. The deadline for
tendering Units for repurchase will be October 29, 1999. The repurchase price
will be based on the net asset value per Unit on November 12, 1999 and payment
for tendered Units will be made on November 19, 1999.
POSSIBLE LIQUIDATION PLANS
The General Partners are presently considering a number of alternative actions
through which the Fund could be completely liquidated by the end of next year.
An overall plan of liquidation was adopted at a meeting of the General Partners
held in January 1999. The General Partners will follow the requisite regulatory
procedures required to liquidate the Fund. These procedures are expected to
include requesting an exemptive order from the Securities and Exchange
Commission (the "SEC"), which will permit the Fund to act as an operating
company instead of an SEC registered investment company. Once this order is
obtained, the Fund will finalize its liquidation plan and prepare a proxy
statement setting forth the details of the plan as well as the changes required
in the Fund's Partnership Agreement. Late in the fourth quarter of 1999 or
early in 2000, investors will be requested to approve the implementation plan
and the Partnership Agreement changes. As currently contemplated, Fund
investors would become direct shareholders of LMC as a result of the
liquidation plan, if all approvals are received.
------------------
FOUR
<PAGE> 53
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
* * * * * * * * * *
If you have any questions concerning your investment in the Fund, please call
us at 800-866-7607.
Sincerely,
/s/ PAUL BAGLEY
Paul Bagley, Chairman
FCM Fiduciary Capital Management Company
/s/ W. DUKE DEGRASSI
W. Duke DeGrassi, President
FCM Fiduciary Capital Management Company
August 25, 1999
------------------
FIVE
<PAGE> 54
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
DEBT INVESTMENTS
REALIZED GAINS AND LOSSES (1)
(UNAUDITED)
<TABLE>
<CAPTION>
Internal
Year of Investment/ Year of Gain(3) Rate of
Portfolio Company(2) Repayment Cost Proceeds(3) (Loss) Return
- -------------------- --------- ----------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
1990
Carr-Gottstein Foods Co. 1993 $ 2,426,680 $ 4,125,587 $1,698,907 23.56%
Midwest Dental Products
Corporation 1992 4,521,533 6,558,107 2,036,574 22.63
Neodata Corporation 1993 2,215,553 3,200,305 984,752 17.11
1991
KEMET Corporation 1993 3,313,477 4,534,392 1,220,915 17.63
Mobile Technology, Inc. 1998 3,117,525 850,225 (2,267,300) N/A
1992
Huntington Holdings, Inc. 1994 4,368,034 6,173,665 1,805,631 20.07
AR Accessories Group, Inc. 1994 4,521,533 5,518,907 997,374 11.74
1993
ENI Holding Corp. 1997 4,881,293 7,822,395 2,941,102 13.91
KB Alloys, Inc. 1995 2,880,217 4,279,396 1,399,179 18.32
KEMET Corporation(4) 1993 1,695,575 1,804,351 108,776 26.41
Protection One, Inc. 1995 834,580 1,133,054 298,474 22.11
1994
Canadian's Holdings, Inc. 1996 2,516,176 319,782 (2,196,394) N/A
1995
Canadian's Holdings, Inc.(4) 1996 1,473,895 51,908 (1,421,987) N/A
1996
Atlas Environmental, Inc. 1998 3,166,759 1,208,756 (1,958,003) N/A
----------- ----------- ---------- ----
Totals $41,932,830 $47,580,830 $5,648,000 7.40%
=========== =========== ========== ====
</TABLE>
(1) Note that prior performance is not necessarily indicative of future
results.
(2) Includes investment in subsidiaries, if applicable.
(3) Includes interest income, fees and prepayment penalties.
(4) Represents a follow-on investment in an existing portfolio company.
------------------
SIX
<PAGE> 55
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
EQUITY INVESTMENTS
REALIZED GAINS AND LOSSES(1)
(UNAUDITED)
<TABLE>
<CAPTION>
Internal
Year of Investment/ Year of Gain Rate of
Portfolio Company(2) Realization Cost Proceeds (Loss) Return
- -------------------- ----------- ----------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
1990
Carr-Gottstein Foods Co. 1995 $ 738,394 $ 1,197,018 $ 458,624 9.78%
Neodata Corporation 1997 33,912 923,039 889,127 52.07
1991
KEMET Corporation 1994/1999 58,668 3,773,254 3,714,586 112.37
Mobile Technology, Inc. 1992 363,630 -- (363,630) N/A
1992
Huntington Holdings, Inc. 1996/1998 85,677 1,220,088 1,134,411 70.09
Neodata Corporation(3) 1997 245,006 255,112 10,106 0.81
AR Accessories Group, Inc. 1998 226,080 -- (226,080) N/A
1993
ENI Holding Corp. 1997 670,147 2,745,910 2,075,763 34.60
KEMET Corporation(3) 1994 495,554 729,233 233,679 41.10
Protection One, Inc. 1995 82,420 124,163 41,743 21.02
1994
Canadian's Holdings, Inc. 1996 34,821 -- (34,821) N/A
1996
Atlas Environmental, Inc. 1998 33,842 -- (33,842) N/A
---------- ----------- ---------- -----
Totals $3,068,151 $10,967,817 $7,899,666 33.11%
========== =========== ========== =====
</TABLE>
(1) Note that prior performance is not necessarily indicative of future
results.
(2) Includes investment in subsidiaries, if applicable.
(3) Represents a follow-on investment in an existing portfolio company.
------------------
SEVEN
<PAGE> 56
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
JUNE 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT/ INVESTMENT AMORTIZED % OF TOTAL
SHARES INVESTMENT DATE COST VALUE INVESTMENTS
- ---------- ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
MANAGED COMPANIES:
21,971 sh. KEMET Corporation,
Common Stock(1)* 07/11/91 $ 7,786 $ 503,273
---------- ---------- ----
7,786 503,273 5.9%
---------- ---------- ----
$1,632,960 LMC Corporation, 12.00%
Senior Subordinated 11/01/96
Revolving Notes through
due 10/31/00 01/13/99 1,632,960 1,632,960
$474,683 LMC Corporation, 12.00%
Senior Subordinated 02/11/99
Revolving Notes through
due 10/1/99 (Note 5) 05/25/99 474,683 474,683
239,600 sh. LMC Corporation, 7.00%
Cumulative Redeemable
Preferred Stock* 06/10/94 2,389,210 2,389,210
4,476,500 sh. LMC Corporation, 02/09/96
Common Stock* through
08/05/98 2,465,449 1,723,529
47.92 sh. LMC Credit Corp.,
Common Stock* 02/09/96 1 1
---------- ---------- ----
6,962,303 6,220,383 73.0
---------- ---------- ----
$1,290,000 R.B.M. Precision Metal
Products, Inc., 13.00%
Senior Subordinated
Secured Notes due
5/24/02(2) 05/24/95 1,239,701 647,114
12,603.7 sh. R.B.M. Precision Metal
Products, Inc. Warrants to
Purchase Common Stock* 05/24/95 73,295 1
12,717 sh. R.B.M. Precision Metal
Products, Inc., Common
Stock* 12/09/98 1 1
---------- ---------- ----
1,312,997 647,116 7.6
---------- ---------- ----
Total Investments in Managed
Companies (92.4% of net assets) 8,283,086 7,370,772 86.5
---------- ---------- ----
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
------------------
EIGHT
<PAGE> 57
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (CONTINUED)
JUNE 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT/ INVESTMENT AMORTIZED % OF TOTAL
SHARES INVESTMENT DATE COST VALUE INVESTMENTS
- --------- ---------- ---------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
NON-MANAGED COMPANY:
821,376 sh. WasteMasters, Inc.,
Common Stock(3)* 06/03/98 1,097,307 1
------------ --------- -----
Total Investment in
Non-Managed Company
(0.0% of net assets) 1,097,307 1 0.0
------------ --------- -----
TEMPORARY INVESTMENTS:
$1,150,000 General Electric
Capital Corp., 4.96%
Notes due 7/13/99 06/29/99 1,148,102 1,148,102
------------ --------- -----
Total Temporary Investments
(14.4% of net assets) 1,148,102 1,148,102 13.5
------------ --------- -----
Total Investments (106.8% of net assets) $ 10,528,495 8,518,875 100.0%
============ ========= =====
</TABLE>
(1) The KEMET Corporation common stock trades on the NASDAQ National Market
System.
(2) The notes will amortize in three equal annual installments of $430,000
commencing on May 24, 2000.
(3) The WasteMasters, Inc. common stock, which trades on the OTC Market
System, is subject to a 24 month lock up period, a call option and a
right of first refusal.
* Non-income producing security.
The accompanying notes to financial statements are an
integral part of this schedule.
------------------
NINE
<PAGE> 58
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
SCHEDULE OF COVERED CALL OPTIONS WRITTEN
JUNE 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
SHARES
SUBJECT TO COMMON STOCK EXPIRATION DATE /
CALL INVESTMENT EXERCISE PRICE VALUE
- ---------- ------------ ---------------- ---------
<S> <C> <C> <C>
18,084 sh. KEMET Corporation July / $17.50 $ 99,459
3,617 sh. KEMET Corporation October / $17.50 22,606
--------
Total (premiums received $20,440) $122,065
========
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
------------------
TEN
<PAGE> 59
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ASSETS:
Investments:
Portfolio investments, at value:
Managed companies (amortized cost -
$8,283,086 and $7,761,313,
respectively) $7,370,772 $6,609,045
Non-managed company (amortized cost -
$1,097,307) 1 1
Temporary investments, at amortized cost 1,148,102 1,897,223
---------- ----------
Total investments 8,518,875 8,506,269
Cash and cash equivalents 313,671 628,670
Accrued interest receivable 81,023 85,556
Other assets 5,126 27,234
---------- ----------
Total assets $8,918,695 $9,247,729
========== ==========
LIABILITIES:
Covered call options written, at value
(premiums received $20,440) $ 122,065 $ --
Payable to affiliates (Notes 2, 3 and 4) 40,436 25,748
Accounts payable and accrued liabilities 496,373 470,840
Distributions payable to partners 284,950 284,950
---------- ----------
Total liabilities 943,824 781,538
---------- ----------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
NET ASSETS:
Managing General Partner (180,012) (180,012)
Limited Partners (equivalent to $8.67
and $9.19, respectively, per limited
partnership unit based on 940,336
units outstanding) 8,154,883 8,646,203
---------- ----------
Net assets 7,974,871 8,466,191
---------- ----------
Total liabilities and net assets $8,918,695 $9,247,729
========== ==========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
------------------
ELEVEN
<PAGE> 60
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 101,425 $ 177,677
----------- -----------
Total investment income 101,425 177,677
----------- -----------
Expenses:
Fund administration fees (Note 3) 29,582 29,582
Investment advisory fees (Note 2) 20,740 28,092
Professional fees 25,965 31,918
Administrative expenses (Note 3) 17,224 17,224
Independent General Partner fees
and expenses (Note 4) 11,005 12,654
Other expenses 12,102 14,744
----------- -----------
Total expenses 116,618 134,214
----------- -----------
NET INVESTMENT (LOSS) INCOME (15,193) 43,463
----------- -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments (6,222) (2,465,264)
Net change in unrealized loss
on investments 137,608 2,410,718
----------- -----------
Net gain (loss) on investments 131,386 (54,546)
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 116,193 $ (11,083)
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
------------------
TWELVE
<PAGE> 61
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 180,920 $ 381,785
----------- -----------
Total investment income 180,920 381,785
----------- -----------
Expenses:
Fund administration fees (Note 3) 59,164 59,164
Investment advisory fees (Note 2) 41,481 58,480
Professional fees 37,548 108,073
Administrative expenses (Note 3) 34,448 34,448
Independent General Partner fees
and expenses (Note 4) 32,218 30,749
Other expenses 29,588 32,943
----------- -----------
Total expenses 234,447 323,857
----------- -----------
NET INVESTMENT (LOSS) INCOME (53,527) 57,928
----------- -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments (6,222) (2,476,383)
Net change in unrealized loss
on investments 138,329 2,258,204
----------- -----------
Net gain (loss) on investments 132,107 (218,179)
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 78,580 $ (160,251)
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
------------------
THIRTEEN
<PAGE> 62
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets
resulting from operations $ 78,580 $ (160,251)
Adjustments to reconcile net increase (decrease)
in net assets resulting from operations to net cash
(used in) provided by operating activities:
Accreted discount on portfolio investments (2,114) (8,462)
Change in assets and liabilities:
Accrued interest receivable 4,533 3,544
Other assets 22,108 53,390
Payable to affiliates 14,688 20,925
Accounts payable and accrued liabilities (411) (2,418)
Net realized loss on investments 6,222 2,476,383
Net change in unrealized loss
on investments (138,329) (2,258,204)
----------- -----------
Net cash (used in) provided by
operating activities (14,723) 124,907
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of portfolio investments (520,045) (1,639,700)
Proceeds from dispositions of portfolio investments 40,548 670,045
Sale of temporary investments, net 749,121 3,354,234
----------- -----------
Net cash provided by investing activities 269,624 2,384,579
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions paid to partners (569,900) (2,169,589)
----------- -----------
Net cash used in financing activities (569,900) (2,169,589)
----------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (314,999) 339,897
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 628,670 276,108
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 313,671 $ 616,005
=========== ===========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Investments exchanged for other investments $ -- $ 1,360,801
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
------------------
FOURTEEN
<PAGE> 63
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND FOR
THE YEAR ENDED DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Increase in net assets resulting from operations:
Net investment (loss) income $ (53,527) $ 57,840
Net realized loss on investments (6,222) (2,497,650)
Net change in unrealized loss on investments 138,329 1,552,695
------------ ------------
Net increase (decrease) in net assets
resulting from operations 78,580 (887,115)
Repurchase of limited partnership units -- (752,571)
Distributions to partners from -
Net investment income -- (85,585)
Realized gain on investments -- (1,402,287)
Return of capital (569,900) (1,270,116)
------------ ------------
Total decrease in net assets (491,320) (4,397,674)
Net assets:
Beginning of period 8,466,191 12,863,865
------------ ------------
End of period (including no undistributed
net investment income) $ 7,974,871 $ 8,466,191
============ ============
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
------------------
FIFTEEN
<PAGE> 64
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------------------- ---------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
PER UNIT DATA:
Investment income $ .11 $ .17 $ .18 $ .37
Expenses (.12) (.13) (.23) (.31)
------------- ------------- ------------- -------------
Net investment (loss) income (.01) .04 (.05) .06
Net realized loss on investments (.01) (2.39) (.01) (2.40)
Net change in unrealized loss
on investments .14 2.34 .14 2.18
Distributions declared to partners (.30) (1.00) (.60) (2.10)
------------- ------------- ------------- -------------
Net decrease in net asset value (.18) (1.01) (.52) (2.26)
Net asset value:
Beginning of period 8.85 11.41 9.19 12.66
------------- ------------- ------------- -------------
End of period $ 8.67 $ 10.40 $ 8.67 $ 10.40
============= ============= ============= =============
RATIOS (ANNUALIZED):
Ratio of expenses to average net assets 5.79% 4.86% 5.72% 5.56%
Ratio of net investment (loss) income to
average net assets (0.75)% 1.57% (1.31)% 0.99%
Number of limited partnership units at
end of period 940,336 1,020,142 940,336 1,020,142
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
------------------
SIXTEEN
<PAGE> 65
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)
1. GENERAL
The accompanying unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion
of FCM Fiduciary Capital Management Company ("FCM"), the Managing General
Partner of Fiduciary Capital Pension Partners, L.P. (the "Fund"), necessary to
fairly present the financial position of the Fund as of June 30, 1999 and the
results of its operations, changes in net assets and its cash flows for the
periods then ended.
These financial statements should be read in conjunction with the Significant
Accounting Policies and other Notes to Financial Statements included in the
Fund's annual audited financial statements for the year ended December 31,
1998.
2. INVESTMENT ADVISORY FEES
As compensation for its services as investment adviser, FCM receives a
subordinated monthly fee at the annual rate of 1% of the Fund's available
capital, as defined in the Partnership Agreement. Investment advisory fees of
$41,481 were paid by the Fund for the six months ended June 30, 1999.
3. FUND ADMINISTRATION FEES
As compensation for its services as fund administrator, FCM receives a monthly
fee at the annual rate of 0.45% of net proceeds available for investment, as
defined in the Partnership Agreement. Fund administration fees of $59,164 were
paid by the Fund for the six months ended June 30, 1999. FCM is also
reimbursed, subject to various limitations, for administrative expenses
incurred in providing accounting and investor services to the Fund. The Fund
reimbursed FCM for administrative expenses of $34,448 for the six months ended
June 30, 1999.
4. INDEPENDENT GENERAL PARTNER FEES AND EXPENSES
As compensation for services rendered to the Fund, each of the Independent
General Partners receives from the Fund and Fiduciary Capital Partners, L.P.,
an affiliated fund, (collectively, the "Funds") an annual fee of $30,000,
payable monthly in arrears, together with all out-of-pocket expenses. Each
Fund's allocation of these fees and expenses is based on the relative number of
outstanding Units. Fees and expenses paid by the Fund for the six months ended
June 30, 1999 totaled $32,218.
------------------
SEVENTEEN
<PAGE> 66
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. COMMITMENTS AND CONTINGENCIES
LMC Commitment LMC Corporation ("LMC") is entitled to draw down a total of
$650,250 pursuant to the terms of the Senior Subordinated Revolving Notes due
October 1, 1999, which are held by the Fund. As of June 30, 1999, LMC had drawn
down $474,683.
------------------
EIGHTEEN
<PAGE> 67
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with the Fund's
unaudited Financial Statements and the Notes thereto. This report contains, in
addition to historical information, forward-looking statements that include
risks and other uncertainties. The Fund's actual results may differ materially
from those anticipated in these forward-looking statements. While the Fund can
not always predict what factors would cause actual results to differ materially
from those indicated by the forward-looking statements, factors that might
cause such a difference include general economic and business conditions,
competition and other factors discussed elsewhere in this report. Readers are
urged to consider statements that include the terms "believes", "expects",
"plans", "anticipates", "intends" or the like to be uncertain and
forward-looking. The Fund undertakes no obligation to release publicly any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of anticipated
or unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the Fund held portfolio investments in three Managed
Companies and one Non-Managed Company, with an aggregate original cost of
approximately $9.4 million. The value of these portfolio investments, which
were made from net offering proceeds and the reinvestment of proceeds from the
sale of other portfolio investments, represents approximately 92.4% of the
Fund's net assets.
When acquired, the Fund's portfolio investments generally consisted of
high-yield subordinated debt, linked with an equity participation or a
comparable participation feature in middle market companies. The securities
were typically issued in private placement transactions and were subject to
certain restrictions on transfer or sale, thereby limiting their liquidity. A
number of the portfolio companies have prepaid their subordinated debt that the
Fund held. In addition, three of the portfolio companies have successfully
completed initial public offerings ("IPOs") of their stock. The Fund has sold
the stock it held in these three companies, except for a portion of its KEMET
Corporation ("KEMET") stock.
As of June 30, 1999, the Fund's remaining liquid assets were invested in
short-term commercial paper. These funds are available to fund the annual
repurchase offer, to fund follow-on investments in existing portfolio
companies, to pay Fund expenses and for distribution to the partners.
The Fund's investment period ended on December 31, 1995. Although the Fund has
been permitted to make additional investments in existing portfolio companies
since 1995, the Fund is no longer permitted to acquire investments in new
portfolio companies. Consequently, the Fund has been in a liquidation mode.
Since the middle of 1997, the
------------------
NINETEEN
<PAGE> 68
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
Fund has liquidated a significant percentage of its investments and has
distributed approximately $5.63 per Unit to the Limited Partners, with the cash
coming primarily from the liquidation of these investments. The Fund presently
has only four remaining investments in portfolio companies, which are expected
to generate only limited amounts of interest income for the Fund during 1999
and future years.
Pursuant to the terms of the Fund's periodic unit repurchase policy, the Fund
has annually offered to purchase from its Limited Partners, up to 7.5% of its
outstanding Units for an amount equal to the current net asset value per Unit,
net of a fee (not to exceed 2%) to be retained by the Fund to offset expenses
incurred in connection with the repurchase offer. If the number of tendered
Units in any year exceeds 7.5% of the outstanding Units, the Fund's General
Partners may vote to repurchase up to an additional 2% of the outstanding
Units.
The Fund previously indicated that it might be unable to fund a repurchase
offer during 1999 due to the lack of sufficient liquidity. However, during July
1999, the General Partners determined that the Fund will proceed with the 1999
repurchase offer, which will be completed during the fourth quarter of 1999.
The General Partners are presently considering a number of alternative actions
through which the Fund could be liquidated during 1999 or 2000. An overall plan
of liquidation was adopted at a meeting of the General Partners held in January
1999. The General Partners will follow the requisite regulatory procedures
required to liquidate the Fund. These procedures are expected to include
requesting an exemptive order from the Securities and Exchange Commission (the
"SEC"), which will permit the Fund to act as an operating company instead of an
SEC registered investment company. Once this order is obtained, the Fund will
finalize its liquidation plan and prepare a proxy statement setting forth the
details of the plan as well as the changes required in the Fund's Partnership
Agreement. Late in the fourth quarter of 1999 or early in 2000, the Limited
Partners will be requested to approve the implementation of the liquidation
plan and the Partnership Agreement changes. As currently contemplated, Fund
investors would become direct shareholders of LMC as a result of the
liquidation plan, if all approvals are received.
During February 1999, the Fund agreed to purchase $650,250 of LMC's Senior
Subordinated Revolving Notes due October 1, 1999. As of June 30, 1999, $474,683
of this investment had been funded.
During April 1999, the Fund began writing covered call options with respect to
its shares of KEMET stock. During the three months ended June 30, 1999, the
Fund received $24,372 of premiums from the sale of the options and $16,177 from
the exercise of the options for 1,085 shares. At June 30, 1999, 21,701 options
were outstanding at a strike price of $17.50.
Accrued interest receivable decreased $4,533 from $85,556 at December 31, 1998
to $81,023 at June 30, 1999. This decrease resulted primarily from the fact
that the quar-
------------------
TWENTY
<PAGE> 69
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
terly interest payment that was due on the LMC Corporation ("LMC") notes on
October 1, 1998 was not received by the Fund until January 1999. The impact of
the past due status of this LMC interest payment at December 31, 1998 was
partially offset by interest income earned during the three months ended June
30, 1999 on the LMC follow-on investments that were acquired during 1998 and
1999 and by interest accrued on the R.B.M. Precision Metal Products, Inc.
("RBM") subordinated debt investment at June 30, 1999. (See discussion below
concerning interest payments due on the Fund's RBM subordinated debt
investment.)
Other assets decreased $22,108 from $27,234 at December 31, 1998 to $5,126 at
June 30, 1999. This decrease resulted from decreases in both prepaid insurance
and deposits.
During the six months ended June 30, 1999, the Fund paid cash distributions
pertaining to the fourth quarter of 1998 and the first quarter of 1999, each in
the amount of $284,950, or $0.30 per Unit. The distribution for the second
quarter of 1999 will be paid on August 13, 1999 at a rate of $0.30 per Unit.
The Fund's ability to continue to pay quarterly distributions after the second
quarter of 1999 is uncertain at this time. The distribution question will be
addressed on a quarterly basis, and will involve the consideration of a number
of issues. A significant portion of the 1999 distributions is expected to
constitute a return of capital.
RESULTS OF OPERATIONS
INVESTMENT INCOME AND EXPENSES
The Fund's net investment loss was $(15,193) for the three months ended June
30, 1999 as compared to net investment income of $43,463 for the corresponding
period of the prior year. Net investment income (loss) per limited partnership
unit decreased from $0.04 to $(0.01) and the ratio of net investment income
(loss) to average net assets decreased from 1.57% to (0.75)% for the three
months ended June 30, 1999 as compared to the corresponding period of the prior
year.
The Fund's net investment loss was $(53,527) for the six months ended June 30,
1999 as compared to net investment income of $57,928 for the corresponding
period of the prior year. Net investment income (loss) per limited partnership
unit decreased from $0.06 to $(0.05) and the ratio of net investment income
(loss) to average net assets decreased from 0.99% to (1.31)% for the six months
ended June 30, 1999 as compared to the corresponding period of the prior year.
Net investment income (loss) for the three and six month periods ended June 30,
1999 decreased primarily as a result of decreases in investment income as
compared to the corresponding periods of the prior year. The impact of the
decreases in investment income was partially offset by decreases in total
expenses.
------------------
TWENTY-ONE
<PAGE> 70
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
Investment income decreased $76,252 and $200,865, or 42.9% and 52.6%, for the
three and six month periods ended June 30, 1999 as compared to the
corresponding periods of the prior year. These decreases resulted primarily
from the decision not to record interest on the Fund's RBM subordinated debt
investment during the period from August 25, 1998 through May 24, 1999 (see
discussion below) and a decrease in the amount of the Fund's temporary
investments. The amount of the Fund's temporary investments decreased because
of (i) return of capital distributions made by the Fund, (ii) purchases of
additional LMC follow-on investments, and (iii) the Fund's repurchase of 7.82%
of its Units during the fourth quarter of 1998. The negative effect of these
items was partially offset by an increase in interest income earned on the LMC
follow-on investments that were acquired during 1998 and 1999.
Total expenses decreased $17,596 and $89,410, or 13.1% and 23.4%, for the three
and six month periods ended June 30, 1999 as compared to the corresponding
periods of the prior year. These decreases resulted primarily from decreases in
professional fees and investment advisory fees.
Professional fees decreased during the three and six month periods ended June
30, 1999 as compared to the corresponding periods of the prior year, primarily
because of fees incurred during the prior year in connection with LMC related
litigation.
The investment advisory fees decreased during the three and six month periods
ended June 30, 1999 as compared to the corresponding periods of the prior year,
primarily as a result of (i) the repurchase of Units during the fourth quarter
of 1998, (ii) the payment of quarterly cash distributions during 1998 that
exceeded the Limited Partners' Preferred Returns (as defined in the Fund's
Partnership Agreement), and (iii) losses realized by the Fund during the second
quarter of 1998 with respect to the Mobile Technology, Inc., Atlas
Environmental, Inc. ("Atlas") and AR Accessories Group, Inc. portfolio
investments. All three of these items decreased the amount of the Fund's
available capital (as defined in the Partnership Agreement), which is the base
with respect to which the investment advisory fees are calculated.
REALIZED GAIN (LOSS) ON INVESTMENTS
On April 9, 1999, the Fund wrote covered call options (May / $15.00) with
respect to 4,521 shares of its KEMET stock, for which it received $3,932 of
premiums. The options for 1,085 of these shares were exercised on May 21, 1999
and the balance expired unexercised. The Fund recorded aggregate gains of
$19,722 from these transactions.
The Fund incurred approximately $26,000 of realized losses during the three
months ended June 30, 1999 as a result of adjustments relating to certain
previously held investments.
------------------
TWENTY-TWO
<PAGE> 71
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
NET UNREALIZED GAIN (LOSS) ON INVESTMENTS
FCM values the Fund's portfolio investments on a weekly basis utilizing a
variety of methods. For securities that are publicly traded and for which
market quotations are available, valuations are set by the closing sales or an
average of the closing bid and ask prices, as of the valuation date.
Fair value for securities that are not traded in any liquid public markets or
that are privately held are determined pursuant to valuation policies and
procedures that have been approved by the Independent General Partners and
subject to their supervision. There is a range of values that are reasonable
for such investments at any particular time. Each such investment is valued
initially based upon its original cost to the Fund ("cost method"). The cost
method is used until significant developments affecting the portfolio company
provide a basis for use of an appraisal valuation. Appraisal valuations are
based upon such factors as the portfolio company's earnings, cash flow and net
worth, the market prices for similar securities of comparable companies and an
assessment of the portfolio company's future financial prospects. In a case of
unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method is used
only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
As of December 31, 1998, the Fund had recorded $255,533 of unrealized gain and
$2,505,107 of unrealized loss on investments. Therefore, as of December 31,
1998, the Fund had recorded a total net unrealized loss on investments of
$2,249,574.
The decrease in unrealized loss on investments during the three and six month
periods ended June 30, 1999 and the cumulative net unrealized loss on
investments as of June 30, 1999 consisted of the following components:
<TABLE>
<CAPTION>
Net Changes un
Unrealized Gain (Loss)
----------------------------------- Net Unrealized
During the Three During the Six Gain (Loss)
Months Ended Months Ended Recorded As of
Portfolio Company June 30, 1999 June 30, 1999 June 30, 1999
----------------- ----------------- ---------------- ---------------
<S> <C> <C> <C>
Unrealized losses recorded during
prior periods with respect to
investments disposed of during
the period $ (12,025) $ (12,025) $ --
KEMET 149,633 150,354 393,862
LMC -- -- (741,920)
RBM -- -- (665,881)
WMI -- -- (1,097,306)
----------- ----------- -----------
$ 137,608 $ 138,329 $(2,111,245)
=========== =========== ===========
</TABLE>
------------------
TWENTY-THREE
<PAGE> 72
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
KEMET stock, which trades on the NASDAQ National Market System, closed at
$22.90625 (an average of the closing bid and ask prices) on June 30, 1999. This
price is up significantly from the closing prices of $11.46875 and $11.4375 on
March 31, 1999 and December 31, 1998, respectively. Based on the $22.90625
closing trading price of the common stock, the 21,971 shares of common stock
that the Fund held at June 30, 1999, had a market value of $503,273.
As of June 30, 1999, the Fund had written outstanding covered call options with
respect to 21,701 shares of KEMET stock. These options, for which the Fund
received $20,440 of premiums, had a market value of $122,065 as of June 30,
1999.
LMC experienced significant operating problems after the Fund acquired its LMC
investment during 1994 and the Fund was involved in a restructuring of its LMC
investment during 1995. In the restructuring, the Fund's then existing LMC
subordinated debt and warrants were converted into preferred stock and the Fund
purchased $454,400 of new common stock. As a result of LMC's operational
difficulties and the fact that the Fund's investment was converted from debt
securities to equity securities, the Fund wrote its LMC investment down by
$459,200 during 1995.
LMC has a defined contribution plan (the "Plan"), which was closed during 1995.
The current and previous trustees of the Plan failed to assure that the Plan
was properly funded. In order to rectify this problem, LMC made demands on the
current and previous trustees of the Plan and the previous controlling
shareholder that these parties make the necessary payments to the Plan. LMC has
filed suit against the current trustee and the former controlling shareholder,
whose wholly-owned company currently owns approximately 9% of LMC's common
stock, and expects to prevail in this litigation, although there can be no
assurance that this will be the case.
The Internal Revenue Service ("IRS") performed an audit on the Plan during
1998, in which it reviewed certain of the years with respect to which the Plan
was not properly funded. At the conclusion of its audit, the IRS notified LMC
that it had determined the underfunding for the years reviewed to be $243,385,
plus interest on that amount. The IRS also imposed excise taxes and interest of
16,283, which LMC has paid. LMC is currently in discussions with the IRS
concerning how and when the $243,385 underfunding, and the related excise taxes
and interest, must be paid. If LMC is required to make the payments prior to
resolution of the litigation with the current trustee of the Plan, it will have
a negative impact on LMC's working capital availability. In addition, it is
possible that additional assessments could be made in the future for
underfundings of the Plan with respect to earlier years.
As a result of this matter and its potential impact on LMC, the Fund recorded
an additional $282,720 write down in the value of its LMC investment during
1997. On a cumulative basis, as of June 30, 1999, the Fund's LMC investment has
been written down in value by $741,920. The Fund and LMC's other stockholders
made follow-on investments in LMC during 1996, 1997, 1998 and 1999 in order to
provide LMC with working capital required
------------------
TWENTY-FOUR
<PAGE> 73
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
to fund significant continuing operating losses, develop a new product, finance
the downpayment on and move to a new facility and to purchase capital equipment
needed to modernize the company's production operations.
RBM had a record year for fiscal 1998, with sales of approximately $30 million
and EBITDA of approximately $2.7 million. However, these sales were achieved
primarily through one contract with Digital Equipment Corporation ("DEC").
During August 1998, RBM notified the Fund that anticipated sales to DEC and
other large customers were expected to decline significantly in the upcoming
year. Of particular concern were sales to DEC, which has been acquired by
Compaq Computer Corp. As a result of the expected decline in sales, RBM began
the process of restructuring its debt, including the subordinated debt held by
the Fund. The Fund received the quarterly interest payment that was due from
RBM on August 24, 1998. The interest payment that was due during November 1998
was deferred and subsequently converted to equity pursuant to the restructuring
described below.
During December 1998, RBM and its lenders completed a restructuring under which
a new senior lender, Norwest Business Credit, replaced Bank of America. As part
of this transaction, RBM's equity sponsor contributed additional equity to the
company and the subordinated lenders, including the Fund, agreed to accept
shares of RBM's common stock as payment for the next three quarterly interest
payments beginning with the payment that was due during November 1998. As a
consequence, the Fund's ownership of RBM, on a fully-diluted basis, increased
from 5.9% to 7.2%, assuming exercise of its warrants. The restructuring was
designed to provide RBM with a period of time in which to secure additional
customers and return to a more stable financial position under which RBM could
meet its interest obligations to its creditors, including the Fund.
As a result of these developments, the Fund stopped accruing interest on its
RBM subordinated debt effective August 24, 1998. In addition, the Fund recorded
aggregate writedowns of $665,881 relating to RBM during the year ended December
31, 1998.
The Fund did not record any interest income as a result of the receipt of the
shares of RBM's common stock in payment of the interest due on its RBM
subordinated debt for the period from August 25, 1998 through May 24, 1999, and
no value was assigned to the stock. The Fund expects to receive the quarterly
interest payment due on August 24, 1999 in cash. As a result, the Fund has
accrued the interest due on the debt from the period from May 25, 1999 through
June 30, 1999 in the accompanying financial statements.
During June 1998, the Fund exchanged its Atlas Environmental, Inc. ("Atlas")
(which was in bankruptcy proceedings) subordinated notes and warrants for
821,376 shares of common stock of WasteMasters, Inc. ("WMI"), an Atlanta,
Georgia based waste management company. Pursuant to the terms of the agreement,
the Fund is prohibited from selling its WMI common stock for 24 months. In
addition, the Fund granted the entity acquiring the Fund's Atlas securities a
call on the Fund's WMI common stock during the 24 month lock up period and a
right of first refusal thereafter. The call price is $11.25 per share.
------------------
TWENTY-FIVE
<PAGE> 74
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
The WMI common stock, which trades on the OTC Market System ("WASTE"), closed
at $1.78 (an average of the closing bid and ask prices) on the date of the
exchange (June 3, 1998). Based on this price, the Fund's WMI had a trading
value of $1,462,049 on the date of the exchange. However, due to a number of
factors, including the speculative nature of the WMI stock, the two year lock
up period and the relative size of the Fund's stock position versus the daily
trading volume, FCM has decided to carry the WMI stock at the same $1 nominal
value that the Atlas securities were previously carried by the Fund. The WMI
common stock has recently traded near its 52-week low of $0.025 per share.
The Fund recorded a realized loss of $2,125,574 on the exchange, which was
equal to the amount of the loss which the Fund claimed for income tax purposes
from the disposition of the Atlas securities. The $1,097,306 balance of the
unrealized loss previously recorded by the Fund with respect to the Atlas
securities continues to be carried by the Fund as an unrealized loss.
FCM continually monitors both the Fund's portfolio companies and the markets,
and continually evaluates the decision to hold or sell its traded securities.
READINESS FOR YEAR 2000
FCM has completed a review of the accounting and other information systems that
are currently being utilized by FCM and the Fund with regard to Year 2000
issues. This review involved both actual tests of parts of the information
systems that were conducted by third party consultants and representations
received from various software vendors. FCM believes that all of these systems
are Year 2000 compliant. All of the costs associated with this review were paid
by FCM.
FCM also corresponded with appropriate third parties, such as the Fund's
custodian and transfer agent, concerning whether their information systems are
Year 2000 compliant. These third parties have represented that their
information systems are either currently Year 2000 compliant or that they have
identified the scope of required upgrades or changes to their information
systems that are needed and that they have a plan in place to complete these
upgrades on a timely basis.
As a result of the above discussed review, Year 2000 issues are not expected to
have any material adverse effects on the Fund's results of operations or
financial condition.
------------------
TWENTY-SIX
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<INVESTMENTS-AT-COST> 10,648,422
<INVESTMENTS-AT-VALUE> 5,575,734
<RECEIVABLES> 18,215
<ASSETS-OTHER> 27,433
<OTHER-ITEMS-ASSETS> 133,060
<TOTAL-ASSETS> 5,754,442
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 871,378
<TOTAL-LIABILITIES> 871,378
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 940,336
<SHARES-COMMON-PRIOR> 940,336
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (5,121,070)
<NET-ASSETS> 4,883,064
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 253,972
<OTHER-INCOME> 0
<EXPENSES-NET> 434,483
<NET-INVESTMENT-INCOME> (180,511)
<REALIZED-GAINS-CURRENT> 323,730
<APPREC-INCREASE-CURRENT> (2,871,496)
<NET-CHANGE-FROM-OPS> (2,728,277)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (854,850)
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (3,583,127)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 62,222
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 434,483
<AVERAGE-NET-ASSETS> 7,366,939
<PER-SHARE-NAV-BEGIN> 9.19
<PER-SHARE-NII> (.19)
<PER-SHARE-GAIN-APPREC> (2.72)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (.90)
<PER-SHARE-NAV-END> 5.38
<EXPENSE-RATIO> 7.86
</TABLE>
