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 March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-17526
EQUUS CAPITAL PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0264305
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2929 Allen Parkway, Suite 2500
HOUSTON, TEXAS 77019-2120
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (713) 529-0900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
NONE NONE
---- ----
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERS' INTERESTS
------------------------------------
(Title of Class)
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 [ ]
As of March 31, 1999, 12,187 units ("Units") of limited partners' interests in
the Partnership were held by non-affiliates of the registrant. The net asset
value of a Unit at March 31, 1999 was $412.02. There is no established market
for such Units.
Documents incorporated by reference: None.
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
(A Delaware Limited Partnership)
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Assets, Liabilities and Partners' Capital
- March 31, 1999 and December 31, 1998.....................................1
Statements of Operations
- For the three months ended March 31, 1999 and 1998.......................2
Statements of Changes in Partners' Capital
- For the three months ended March 31, 1999................................3
- For the three months ended March 31, 1998................................4
Statements of Cash Flows
- For the three months ended March 31, 1999 and 1998.......................5
Selected Per Unit Data and Ratios
- For the three months ended March 31, 1999 and 1998.......................7
Schedule of Enhanced Yield Investments
- March 31, 1999 ..........................................................8
Notes to Financial Statements.............................................10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................13
Item 3. Quantitative and Qualitative Disclosure about Market Risk.................14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................................15
SIGNATURE ..............................................................................15
</TABLE>
ii
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
MARCH 31, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Enhanced yield investments, at fair value
(cost of $5,322,636 and $4,848,036, respectively) .... $4,918,791 $4,871,402
Temporary cash investments, at cost which
approximates fair value .............................. 239,069 336,672
Cash ...................................................... 4,247 2,936
Accounts receivable ....................................... -- 434,566
Accrued interest receivable ............................... 4,614 --
---------- ----------
Total assets .................................... $5,166,721 $5,645,576
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable ..................................... $ 19,180 $ 50,400
---------- ----------
Total liabilities ............................... 19,180 50,400
---------- ----------
Commitments and contingencies
Partners' capital:
Managing partner ..................................... 74,025 78,501
Independent general partners ......................... 1,595 1,722
Limited partners (12,310 Units issued and outstanding) 5,071,921 5,514,953
---------- ----------
Total partners' capital ......................... 5,147,541 5,595,176
---------- ----------
Total liabilities and partners' capital ......... $5,166,721 $5,645,576
========== ==========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
1
<PAGE>
EQUUS CAPITAL 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 from enhanced yield investments ............ $ 24,494 $ 8,231
Interest from temporary cash investments .......... 3,809 3,350
--------- -----------
Total investment income ...................... 28,303 11,581
--------- -----------
Expenses:
Management fee .................................... 21,500 32,195
Independent general partner fees .................. 14,625 14,625
Mailing and printing expenses ..................... 4,053 1,710
Administrative fees ............................... 5,029 5,115
Professional fees ................................. 3,520 905
--------- -----------
Total expenses ............................... 48,727 54,550
--------- -----------
Net investment loss .................................... (20,424) (42,969)
--------- -----------
Unrealized appreciation of enhanced yield investments:
End of period ..................................... (403,845) 3,002,032
Beginning of period ............................... 23,366 2,480,991
--------- -----------
Increase (decrease) in unrealized appreciation (427,211) 521,041
--------- -----------
Net increase (decrease) in partners' capital
from operations ........................... $(447,635) $ 478,072
========= ===========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
2
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
INDEPENDENT
MANAGING GENERAL LIMITED
TOTAL PARTNER PARTNERS PARTNERS
----------- -------- ------- -----------
<S> <C> <C> <C> <C>
Partners' capital,
December 31, 1998 .............. $ 5,595,176 $ 78,501 $ 1,722 $ 5,514,953
----------- -------- ------- -----------
Investment activities:
Investment income .............. 28,303 283 8 28,012
Expenses ....................... 48,727 487 14 48,226
----------- -------- ------- -----------
Net investment loss ......... (20,424) (204) (6) (20,214)
Decrease in unrealized appreciation
of enhanced yield investments .. (427,211) (4,272) (121) (422,818)
----------- -------- ------- -----------
Net decrease in partners' capital . (447,635) (4,476) (127) (443,032)
----------- -------- ------- -----------
Partners' capital,
March 31, 1999 ................. $ 5,147,541 $ 74,025 $ 1,595 $ 5,071,921
=========== ======== ======= ===========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
3
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
INDEPENDENT
MANAGING GENERAL LIMITED
TOTAL PARTNER PARTNER PARTNERS
----------- --------- ------- -----------
<S> <C> <C> <C> <C>
Partners' capital,
December 31, 1997 .............. $ 9,233,915 $ 114,888 $ 2,741 $ 9,116,286
----------- --------- ------- -----------
Investment activities:
Investment income .............. 11,581 116 3 11,462
Expenses ....................... 54,550 545 15 53,990
----------- --------- ------- -----------
Net investment loss ......... (42,969) (429) (12) (42,528)
Increase in unrealized appreciation
of enhanced yield investments .. 521,041 5,210 148 515,683
----------- --------- ------- -----------
Net increase in partners' capital . 478,072 4,781 136 473,155
----------- --------- ------- -----------
Partners' capital,
March 31, 1998 ................. $ 9,711,987 $ 119,669 $ 2,877 $ 9,589,441
=========== ========= ======= ===========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
4
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS 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:
Investment income received ........................ $ 23,689 $ 61,745
Cash paid to management company, general partners
and suppliers .................................. (79,947) (82,284)
--------- ---------
Net cash used by operating activities .......... (56,258) (20,539)
--------- ---------
Cash flows from investing activities:
Purchase of enhanced yield investments ............ (112,500) --
Sale of enhanced yield investments ................ 44,566 33,097
Repayments of enhanced yield investments .......... 27,900 33,200
Advance to portfolio company ...................... -- (35,000)
--------- ---------
Net cash provided (used) by investing activities (40,034) 31,297
--------- ---------
Net increase (decrease) in cash and cash equivalents ... (96,292) 10,758
Cash and cash equivalents at beginning of period ....... 339,608 244,445
--------- ---------
Cash and cash equivalents at end of period ............. $ 243,316 $ 255,203
========= =========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
5
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
(CONTINUED)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Reconciliation of net increase in partners' capital from
operations to net cash used by operating activities:
Net increase (decrease) in partners' capital
from operations .................................. $(447,635) $ 478,072
Adjustments to reconcile net increase (decrease) in
partners' capital from operations to net cash used
by operating activities:
Decrease (increase) in unrealized appreciation
of enhanced yield investments .................... 427,211 (521,041)
Decrease (increase) in accrued interest receivable . (4,614) 50,164
Decrease in accounts payable ....................... (31,220) (27,734)
--------- ---------
Net cash used by operating activities .................. $ (56,258) $ (20,539)
========= =========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
6
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
SELECTED PER UNIT DATA AND RATIOS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Investment income .......................................... $ 2.28 $ 0.93
Expenses ................................................... 3.92 4.38
-------- --------
Net investment loss ........................................ (1.64) (3.45)
Increase (decrease) in unrealized appreciation of
enhanced yield investments ............................ (34.35) 41.89
-------- --------
Net increase (decrease) in partners' capital from operations (35.99) 38.44
Partners' capital, beginning of period ..................... 448.01 740.56
-------- --------
Partners' capital, end of period ........................... $ 412.02 $ 779.00
======== ========
Ratio of expenses to average partners' capital ............. 0.91% 0.58%
Ratio of net investment loss to average partners' capital .. (0.38)% (0.45)%
Ratio of net increase (decrease) in partners' capital from
operations to average partners' capital ............... (8.37)% 5.06%
</TABLE>
The accompanying notes are an
integral part of these financial statements.
7
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
SCHEDULE OF ENHANCED YIELD INVESTMENTS
MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
DATE OF
PORTFOLIO COMPANY INITIAL INVESTMENT COST FAIR VALUE
- ----------------- ------------------ ---- ----------
<S> <C> <C> <C>
Artegraft, Inc. January 1993
- 12% junior term promissory note $ 222,100 $ 222,100
- 7% demand promissory note 502,500 502,500
- Warrant to buy up to 1,000 shares of
common stock at $.01 per share
through December 31, 2002 10 63,325
- Warrant to buy up to 4,000 shares
of common stock at $17.50 per share
through December 31, 2002 40 186,675
Drypers Corporation (NASDAQ - DYPR) July 1991
- 226,590 shares of common stock 1,314,413 473,582
E-B Holdings, Inc. December 1995
- 12% promissory notes 580,293 440,293
Garden Ridge Corporation (NASDAQ - GRDG) July 1992
- 57,376 shares of common stock 6,375 379,176
MaxTech Holdings, Inc. March 1991
- 59,875 shares of common stock 15,781 -
- 2,200,000 shares of 10% cumula-
tive convertible preferred stock 1,500,000 2,200,000
Paracelsus Healthcare Corporation (NYSE - PLS) April 1991
- 338,249 shares of common stock 1,181,124 451,140
----------- ----------
Total $ 5,322,636 $4,918,791
=========== ==========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
8
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
SCHEDULE OF ENHANCED YIELD INVESTMENTS
MARCH 31, 1999
(UNAUDITED)
(CONTINUED)
Substantially all of the Partnership's Enhanced Yield Investments are
restricted from public sale without prior registration under the Securities Act
of 1933. The Partnership negotiates certain aspects of the method and timing of
the disposition of the Partnership's Enhanced Yield Investments in each
Portfolio Company, including registration rights and related costs. In
connection with the investments in E-B Holdings, Inc. and MaxTech Holdings, Inc.
rights have been obtained to demand the registration of such securities under
the Securities Act of 1933, providing certain conditions are met. The
Partnership does not expect to incur significant costs, including costs of any
such registration, in connection with the future disposition of its portfolio
securities.
As defined in the Investment Company Act of 1940, the Partnership is
considered to have a controlling interest in Drypers Corporation, E-B Holdings,
Inc. and MaxTech Holdings, Inc. The fair value of the Partnership's investments
in Drypers Corporation, Garden Ridge Corporation and Paracelsus Healthcare
Corporation include discounts from the closing market price of $14,946, $11,727
and $13,953 to reflect the estimated effects of restrictions on the sale of such
securities at March 31, 1999. Such discounts total $40,626 or $3.27 per unit.
For the three months ended March 31, 1999 and 1998, respectively, there was no
income earned on the Enhanced Yield Investments of companies in which the
Partnership has a controlling interest.
As defined in the Investment Company Act of 1940, all of the
Partnership's investments are in eligible Enhanced Yield Investments. The
Partnership provides significant managerial assistance to all of the Portfolio
Companies in which it has invested, except Garden Ridge Corporation, comprising
92% of the total value of the Enhanced Yield Investments.
The accompanying notes are an
integral part of these financial statements.
9
<PAGE>
EQUUS CAPITAL PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(UNAUDITED)
(1) ORGANIZATION AND BUSINESS PURPOSE
Equus Capital Partners, L.P. (the "Partnership"), a Delaware limited
partnership, completed the sale of 12,310 units of limited partners' interest
("Units") to 1,428 limited partners as of December 31, 1990. Each Unit required
a capital contribution to the Partnership of $1,000 less applicable selling
commission discounts and may not be sold, transferred or assigned without the
consent of Equus Capital Corporation, a Delaware corporation (the "Managing
Partner"), which consent may not be unreasonably withheld.
The Partnership seeks to achieve current income and capital appreciation
principally by making investments in "mezzanine" securities, consisting
primarily of subordinated debt or preferred stock combined with equity
participations in common stock or rights to acquire common stock, and
subsequently disposing of such investments ("Enhanced Yield Investments"). The
Partnership has elected to be treated as a business development company under
the Investment Company Act of 1940, as amended. The Partnership will terminate
by December 31, 1999, subject to the right of the Independent General Partners
(as defined below) to extend the term for up to four additional years if they
determine that such extension is in the best interest of the Partnership.
(2) MANAGEMENT
The Partnership has four general partners, consisting of the Managing
Partner and three independent, individual general partners (the "Independent
General Partners"). As compensation for services rendered to the Partnership,
each Independent General Partner receives an annual fee of $13,500, and a fee of
$1,500 for each meeting of the Independent General Partners attended and
reimbursement of all out-of-pocket expenses relating to attendance at such
meetings. Pursuant to the Partnership agreement, the Managing Partner has made a
general partner's capital contribution to the Partnership of $125,316, or
approximately one percent of the Partnership's contributed capital, and each
Independent General Partner has made a capital contribution of $1,000.
The Partnership has entered into a management agreement with Equus
Capital Management Corporation, a Delaware corporation (the "Management
Company"). Pursuant to such agreement, the Management Company performs certain
management and administrative services necessary for the operation of the
Partnership. The Management Company receives a management fee at an annual rate
equal to 2.5% of the available capital and is payable quarterly in arrears. In
addition, the Management Company will receive an incentive fee equal to 10% of
the Partnership's cumulative distributions from Enhanced Yield Investments
(excluding returns of capital) over the life of the Partnership, subject to
payment of a priority return to the limited partners. Payment of the incentive
fees is subject to the payment of $3,153,743 in cumulative accrued priority
returns owed to limited partners at March 31, 1999 (See Note 4). The Management
Company also receives compensation for providing certain administrative services
to the Partnership on terms determined by the Independent General Partners as
being no less favorable to the Partnership than those obtainable from competent
unaffiliated parties. Certain officers of the Management Company serve as
directors of Portfolio Companies, and receive and retain fees in consideration
for such service. The Management Company also has management agreements with the
Managing Partner and Equus II Incorporated ("EQS"), a Delaware corporation, and
with Equus Equity Appreciation Fund L.P. ("EEAF"), a Delaware limited
partnership.
10
<PAGE>
The Managing Partner is a wholly-owned subsidiary of the Management
Company, which in turn is controlled by a privately owned corporation. The
Managing Partner is also the managing general partner of EEAF.
(3) SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments - Enhanced Yield Investments are carried at
fair value with the net change in unrealized appreciation or depreciation
included in the determination of partners' capital. Investments in companies
whose securities are publicly-traded are valued at their quoted market price,
less a discount to reflect the estimated effects of restrictions on the sale of
such securities, if applicable. Cost is used to approximate fair value of other
investments until significant developments affecting an Enhanced Yield
Investment provide a basis for use of an appraisal valuation. Thereafter,
Enhanced Yield Investments are carried at appraised values as determined
quarterly by the Managing Partner, subject to the approval of the Independent
General Partners. The fair values of debt securities, which are generally held
to maturity, are determined on the basis of the terms of the debt securities and
the financial condition of the issuer. Because of the inherent uncertainty of
the valuation of Enhanced Yield Investments which do not have readily
ascertainable market values, the Managing Partner's estimate of fair value may
significantly differ from the fair value that would have been used had a ready
market existed for such investments. Appraised values do not reflect brokers'
fees, other normal selling costs or management incentive fees which might become
payable on disposition of such investments. (See Note 2).
Investment Transactions - Investment transactions are recorded on the
accrual method. Realized gains and losses on investments sold are computed on a
specific identification basis.
Income Taxes - No provision for income taxes has been made since all
income and losses are allocable to the partners for inclusion in their
respective tax returns.
Cash Flows - For purposes of the Statements of Cash Flows, the
Partnership considers all highly liquid temporary cash investments purchased
with an original maturity of three months or less to be cash equivalents.
(4) ALLOCATIONS AND DISTRIBUTIONS
The Partnership's cumulative net distributions from Enhanced Yield
Investments in excess of returns of capital will be shared in proportion to the
partners' capital contributions until the limited partners have received a
priority return, and thereafter are designed so that such distributions
generally will ultimately be shared 80% by the general and limited partners in
proportion to their capital contributions, 10% by the Managing Partner as an
incentive distribution and 10% by the Management Company as an incentive fee.
The priority return of $3,153,743 at March 31, 1999 is equal to the cumulative,
non-compounded return on the average daily amount of the gross capital
contributions represented by Enhanced Yield Investments ranging from 10 to 12%
per annum, depending on the date of the original contribution, less amounts
previously distributed related to such return. For financial reporting purposes,
net unrealized appreciation or depreciation is allocated to the partners'
capital accounts as if it were realized.
Income from any source other than Enhanced Yield Investments is
generally allocated to the partners in proportion to the partners' capital
contributions. Indirect expenses of the Partnership are allocated between
Enhanced Yield Investments and Temporary Cash Investments on a pro-rata basis
based on the average assets from each type of investment.
11
<PAGE>
Subject to certain provisions in the Partnership agreement, net
investment income and gains and losses on investments are generally allocated
between the general partners and the limited partners on the same basis as cash
distributions.
(5) TEMPORARY CASH INVESTMENTS
Temporary cash investments, which represent the short-term utilization
of cash prior to investment in Enhanced Yield Investments, distributions to the
partners or payment of expenses, consisted of money market accounts earning
interest from a range of 3.15% to 4.55%, at March 31, 1999.
(6) ENHANCED YIELD INVESTMENTS
The Partnership made a Follow-on Investment of $502,500 in an Enhanced
Yield Investment of one Portfolio Company during the three months ended March
31, 1999, which included $390,000 converted from an accounts receivable. The
Partnership made no investments during the three months ended March 31, 1998.
(7) ACCOUNTS RECEIVABLE
The balance in "Accounts receivable" at December 31, 1998 included
$44,566 in escrow payments related to the sale of the Partnership's investment
in Industrial Equipment Rentals, Inc., which were received in January 1999 and a
$390,000 cash advance to Artegraft, Inc. which was reclassified to the
Partnership's investment in a 7% promissory note due on demand by Artegraft,
Inc. as of March 31, 1999.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's total contributed capital was $12,435,691, consisting
of $12,307,375 (net of $2,625 in selling commission discounts on sales to
affiliates) for 12,310 units of limited partners' interests ("Units") from 1,428
limited partners, $125,316 from the Managing Partner and $3,000 from the
Independent General Partners. Net proceeds to the Partnership, after payment of
selling commissions and wholesale marketing assistance fees of $1,228,375 and
payment of $615,500 as reimbursement of offering costs, were $10,591,816. The
Partnership will terminate by December 31, 1999, subject to the right of the
Independent General Partners to extend the term for up to four additional years
if they determine that such extension is in the best interest of the
Partnership.
At March 31, 1999, the Partnership had $5,322,636 (at cost) invested in
Enhanced Yield Investments of six companies.
At March 31, 1999, the Partnership had $243,316 in cash and temporary
cash investments. In order to allow Follow-on Investments in Enhanced Yield
Investments when such opportunities arise, the Partnership may utilize proceeds
from existing Enhanced Yield Investments. Management believes that temporary
cash investments and proceeds from existing Enhanced Yield Investments provide
the Partnership with the liquidity necessary to pay operating expenses of the
Partnership as well as make certain Follow-on Investments.
Net investment income and the proceeds from the sale of Enhanced Yield
Investments are distributed to the extent such amounts are not reserved for
payment of expenses and contingencies or used to make Follow-on Investments in
existing Enhanced Yield Investments.
RESULTS OF OPERATIONS
INVESTMENT LOSS AND EXPENSES
Net investment loss after all expenses amounted to $20,424 and $42,969
for the three months ended March 31, 1999 and 1998, respectively. The
Partnership earned $24,494 and $8,231 in income from Enhanced Yield Investments
during the three months ended March 31, 1999 and 1998, respectively. The higher
income in 1999 was due primarily to the higher balance of an Enhanced Yield
Investment in one Portfolio Company earning current income in 1999 as compared
to 1998.
The Management Company receives a management fee equal to 2.5% of the
Available Capital, as defined. Such fee amounted to $21,500 and $32,195 for the
three months ended March 31, 1999 and 1998, respectively. The steady decrease in
management fees is due to the decrease in Available Capital for each respective
year. The Management Company is also allocated an incentive fee equal to 10% of
the Partnership's cumulative distributions from Enhanced Yield Investments
(excluding returns of capital) over the life of the Partnership, subject to
payment of a priority return to the limited partners. The cumulative accrued
priority return amounted to $3,153,743 at March 31, 1999. Based on current
valuations of Enhanced Yield Investments, the Management Company would not
receive any incentive fee upon the sale of the Partnership investments.
Management fees and other expenses incurred directly by the Partnership are paid
with funds provided from operations.
UNREALIZED GAINS ON ENHANCED YIELD INVESTMENTS
Unrealized appreciation of Enhanced Yield Investments decreased by
$427,211 during the three months ended March 31, 1999. Such decrease resulted
from the decrease in the estimated fair value of
13
<PAGE>
Enhanced Yield Investments of three companies.
Unrealized appreciation of Enhanced Yield Investments increased by
$521,041 during the three months ended March 31, 1998. Such net increase
resulted from an increase of $1,521,041 in the estimated fair value of Enhanced
yield Investments of four companies and a decrease of $1,000,000 in the
estimated fair value of Enhanced Yield Investments of one company.
DISTRIBUTIONS
The Partnership made no cash distributions during the three months ended
March 31, 1999 and 1998. Cumulative cash distributions to limited partners from
inception to March 31, 1999, were $7,336,047, or $600.53 per weighted average
number of Units outstanding.
ENHANCED YIELD INVESTMENTS
The Partnership made a Follow-on Investment of $502,500 in an Enhanced
Yield Investment of one Portfolio Company during the three months ended March
31, 1999, which included $390,000 converted from an accounts receivable. The
Partnership made no investments during the three months ended March 31, 1998.
Of the companies in which the Partnership has investments at March 31,
1999, only Drypers Corporation, Garden Ridge Corporation and Paracelsus
Healthcare Corporation are publicly held. The others each have a small number of
shareholders and do not generally make financial information available to the
public. However, each company's operations and financial information are
reviewed by the General Partners to determine the proper valuation of the
Partnership's investment.
YEAR 2000
Many computer software systems in use today cannot properly process
date-related information from and after January 1, 2000. Should any of the
computer systems employed by the Management Company, any of the Partnership's
other major service providers, or companies in which the Partnership has an
investment, fail to process this type of information properly, that could have a
negative impact on the Partnership's operations and the services provided to the
Partnership's limited partners.
The Management Company has identified its computer systems to be
replaced and modified for Year 2000 compliance with installation anticipated to
be completed by June 30, 1999. In addition, the Partnership has completed its
inquiry of its major service providers as well as its Portfolio Companies to
determine if they are in the process of reviewing their systems with the same
goals. The Partnership has received assurances from all of its major service
providers and its Portfolio Companies regarding Year 2000 compliance. However,
although the Partnership has received assurances, there can be no guarantee that
Year 2000 problems originating from these third parties, whose systems effect
the Partnership, will not occur. The Partnership does not expect to incur any
expenses related to Year 2000 issues. The Partnership will develop a contingency
plan if significant risks related to Year 2000 are identified.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Partnership is subject to financial market risks, including changes
in interest rates with respect to its investments in debt securities, as well as
changes in marketable equity security prices. The Partnership does not use
derivative financial instruments to mitigate any of these risks. The return on
the Partnership's investments is generally not affected by foreign currency
fluctuations.
14
<PAGE>
The Partnership's investment in portfolio securities consists of some
fixed rate debt securities. Since the debt securities are generally priced at a
fixed rate, changes in interest rates do not directly impact interest income. In
addition, changes in market interest rates are not typically a significant
factor in the Partnership's determination of fair value of these debt
securities. The Partnership's debt securities are generally held to maturity and
their fair values are determined on the basis of the terms of the debt security
and the financial condition of the issuer.
A portion of the Partnership's investment portfolio consists of debt and
equity investments in private companies. The Partnership would anticipate no
impact on these investments from modest changes in public market equity prices.
However, should significant changes in market equity prices occur, there could
be a longer-term affect on valuations of private companies, which could affect
the carrying value and the amount and timing of gains realized on these
investments. A portion of the Partnership's investment portfolio also consists
of common stocks in publicly traded companies. These investments are directly
exposed to equity price risk, in that a hypothetical ten percent change in these
equity prices would result in a similar percentage change in the fair value of
these securities.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Partnership during the period
for which this report is filed.
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.
Date: May 12, 1999 EQUUS CAPITAL PARTNERS, L.P.
By: Equus Capital Corporation
Managing General Partner
\s\ NOLAN LEHMANN
Nolan Lehmann
President and Principal Financial
and Accounting Officer
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