<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _________________
Commission File Number: 018581
RENAISSANCE CAPITAL PARTNERS, LTD.
_____________________________________________________________________
(Exact name of registrant as specified in its charter)
Texas 75-2296301
__________________________________________________________________________
(State or other jurisdiction (I.R.S. Employer I.D. No.)
of incorporation or organization)
8080 North Central Expressway, Dallas, Texas 75206-1857
________________________________________________________________________
(Address of principal executive offices) (Zip Code)
214/891-8294
__________________________________________________________________________
(Registrant's telephone number, including area code)
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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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RENAISSANCE CAPITAL PARTNERS, LTD.
Statement of Assets, Liabilities and
Partners' Equity
(Unaudited)
<TABLE>
<CAPTION>
Assets December 31, 1996 March 31, 1997
<S> <C> <C>
Cash and cash equivalents $ 56,723 $ 1,819,165
Investment in Sunrise Media, LLC 1,757,133 1,762,786
Investments in convertible debenture bonds at
market value, cost of $7,203,109 and $7,218,359 11,224,234 7,887,191
Interest and fees receivable 37,124 77,447
Other assets 1,066 1,066
------------ ------------
$ 13,076,280 $ 11,547,655
============ ============
Liabilities and Partners' Equity
Accounts payable $ 51,627 $ 30,230
Accounts payable - related party 834,071 77,428
------------ ------------
Total liabilities 885,698 107,658
------------ ------------
Partners' equity:
General partner 48,638 41,132
Limited partners (128.86 units) 12,141,944 11,398,865
------------ ------------
Total partners' equity 12,190,582 11,439,997
------------ ------------
$ 13,076,280 $ 11,547,655
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 3
RENAISSANCE CAPITAL PARTNERS, LTD.
Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended March 31,
1996 1997
---------- ----------
<S> <C> <C>
Income:
Interest $ 3,678 $ 40,479
Other investment income - 1,338
Dividends - 884
---------- ----------
Total income 3,678 42,701
---------- ----------
Expenses:
General and administrative 42,650 56,262
Management fee 42,720 56,101
---------- ----------
Total expenses 98,982 152,049
---------- ----------
Investment income (loss) net ( 95,304) ( 109,348)
Net realized and unrealized gain
(loss) on investments:
Loss from investment in
Sunrise Media, LLC - ( 57,044)
Realized gains (losses) 135,382 2,768,100
Unrealized gains ( 1,464,480) ( 3,352,293)
---------- ----------
Net increase (decrease) in net assets
resulting from operations ($ 1,424,402) ($ 750,585)
============ ===========
Income (loss) per limited
partnership unit ($ 10,943) ($ 5,767)
============ ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 4
RENAISSANCE CAPITAL PARTNERS, LTD.
Statement of Partners' Equity
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance, December 31, 1996 $ 48,638 $ 12,141,944 $ 12,190,582
Net income (loss) ( 7,506) ( 743,079) ( 750,585)
------------ ----------- -----------
Balance, December 31, 1997 $ 41,132 $ 11,398,865 $ 11,439,997
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 5
RENAISSANCE CAPITAL PARTNERS, LTD.
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended March 31,
1995 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net increase (decrease) in net assets
resulting from operations ($ 1,424,402) ($ 750,585)
----------- -----------
Adjustments to reconcile net increase to
cash flows from operating activities:
Loss from Sunrise Media, LLC - 57,044
Unrealized (gain) loss on investments 1,464,480 3,352,293
Realized (gain) on investments ( 135,382) ( 2,768,100)
(Increase) decrease in:
Accounts receivable ( 4,985) ( 40,323)
Increase (decrease) in:
Accounts payable 29,335 ( 778,040)
----------- -----------
Total adjustments 1,353,448 ( 177,126)
----------- -----------
Net cash flows from operating activities 70,954 ( 927,711)
----------- -----------
Cash flows from investing activities:
Net advance to Sunrise Media, LLC - ( 62,697)
Investments in notes receivable ( 42,500) ( 374,000)
Proceeds from sale of securities 173,557 3,126,850
----------- -----------
Net cash flows from investing activities 131,057 2,690,153
----------- -----------
Net increase (decrease) in cash 60,103 1,762,442
Cash and cash equivalents at beginning of period 2,823 56,723
----------- -----------
Cash and cash equivalents at end of period $ 62,926 $ 1,189,165
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
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RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
March 31, 1997
1. ORGANIZATION AND BUSINESS PURPOSE
Renaissance Capital Partners, Ltd. (the "Partnership"), a Texas limited
partnership, was formed on July 31, 1989. Limited Partnership contributions
of $12,886,000 were secured upon final closing of the Partnership on June 14,
1990. The Partnership seeks to achieve current income and long-term capital
appreciation by making investments primarily in private placement convertible
debt securities of smaller public companies. 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 upon liquidation of all
its investments, but no later than June 14, 1998, subject to the right of
the Independent General Partners to extend the term for up to three
additional one-year periods if they determine that such extension is in the
best interest of the Partnership.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organizational Costs - Costs of organizing the Partnership were
capitalized and amortized on a straight-line basis over five years. These
costs were completely amortized during the quarter ended June 30, 1995.
B. Contributed Capital - Proceeds from the sale of the limited
partnership interests, net of related selling commissions and syndication
costs, are recorded as contributed capital.
C. Statement of Cash Flows - The Partnership considers all highly liquid
debt instruments with original maturities of three months or less to be cash
equivalents. No interest or income taxes were paid during the periods.
D. Valuation of Investments - The valuation of investments in debentures
which are convertible into unregistered securities is based upon the bid
price of the underlying securities obtained through normal market systems
less a discount for selling and registration costs. For those investments
not having an established market, the valuation is at the Partnership's costs
for the first six months after closing and will be redetermined by the
General Partners subsequent to that time period.
E. Management Estimates - The financial statements have been prepared in
conformity with generally accepted accounting principles. The preparation of
the accompanying financial statements requires estimates and assumptions made
by management of the Partnership that affect the reported amounts of assets
and liabilities asof the date of the statements of assets, liabilities and
partners' equity and income and expenses for the period. Actual results
could differ significantly from those estimates.
<PAGE>
<PAGE> 7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
F. Interest Income - Interest income is accrued on all debt securities
owned by the partnership on a quarterly basis. When it is determined that
the interest accrued will not be collected, the income for that quarter is
reduced to reflect the net interest earned during the period. Interest
accrued for the current quarter was $84,863, and the amount determined to be
uncollectible and charged against the income was $44,384.
3. MANAGEMENT
Renaissance Capital Group, Inc. (Renaissance), the Managing General
Partner, serves as the investment adviser for the Partnership. Renaissance
is registered as an investment adviser under the Investment Advisers Act of
1940. Pursuant to the management agreement, Renaissance will perform certain
services, including certain management, investment, and administrative
services, necessary for the operation of the Partnership.
Renaissance is entitled to quarterly fees equal to 0.5% of the
Partnership assets at the end of each quarter. On April 21, 1994, at the
Annual Meeting of Limited Partners, a proposal to amend the Advisory
Agreement was ratified by the Limited Partners. The agreement now dictates
that to the extent any portion of such fee is based on an increase in Net
Assets Value attributable to non-realized appreciation of securities or other
assets that exceed capital contributions, such portion of the fee shall be
deferred and not earned or payable until such time as appreciation or any
portion thereof is in fact realized and then such deferred fees shall be
earned and paid in proportion to the gains in fact realized. Fees due to
Renaissance for the three months ended March 31, 1997, were $56,101.
Renaissance is reimbursed by the Partnership for administrative expenses
paid by Renaissance on behalf of the Partnership. For the three months ended
March 31, 1997, the Partnership incurred reimbursable expenses of $19,620 and
reimbursed Renaissance $832,364 to be applied to the total account.
In addition, the Partnership is served by two independent, individual
general partners (the "Independent General Partners"). The Independent
General Partners receive a quarterly fee of $6,000 each, payable in advance.
4. FEDERAL INCOME TAXES
No provision has been made for Federal income taxes as the liability for
such taxes is that of the partners rather than the Partnership.
5. PARTNERSHIP AGREEMENT
Pursuant to the terms of the partnership agreement, all items of income,
gain, loss and deduction of the Partnership, other than any Capital
Transaction, as defined, will be allocated 1% to Renaissance and 99% to the
Limited Partners. All items of gain of the Partnership resulting from a
Capital Transaction shall be allocated such that the Limited Partners receive
a cumulative simple annual return of 10% on their capital contributions and
any remaining gains shall be allocated 20% to Renaissance and 80% to the
Limited Partners. All items of loss resulting from Capital Transactions
shall be allocated 1% to Renaissance and 99% to the Limited Partners.
<PAGE>
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RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements (Continued)
March 31, 1997
6. INVESTMENTS
Investments of the Partnership are carried in the statements of assets,
liabilities and partners' equity at quoted market or fair value, as
determined in good faith by the Managing General Partner and approved by the
Independent General Partners.
For securities that are publicly traded and for which quotations are
available, the Partnership will value the investments based on the closing
sale as of the last day of the fiscal quarter, or in the event of an interim
valuation, as of the date of the valuation. If no sale is reported on such
date, the securities will be valued at the average of the closing bid and
asked prices.
Generally, debt securities will be valued at their face value. However,
if the debt is impaired, an appropriate valuation reserve will be established
or the investment discounted to estimated realizable value. Conversely, if
the underlying stock has appreciated in value and the conversion feature
justifies a premium value, such premium will of necessity be recognized.
The Managing General Partner, subject to the approval and supervision of
the Independent General Partners, will be responsible for determining fair
value.
<PAGE>
<PAGE> 9
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements (Continued)
March 31, 1997
<TABLE>
<CAPTION>
CONVERSION FAIR
COST OR FACE VALUE VALUE
<S> <C> <C> <C>
BIOPHARMACEUTICS, INC.
12.5% Convertible Debenture
Conversion price $.25, maturity 10/1/98 $ 700,000 $ 1,512,000 $ 1,371,280
12.5% Convertible Debenture
Conversion price $.27, maturity 10/1/98 402,941 805,882 757,529
Common Stock 241,250 521,100 489,834
GLOBAL ENVIRONMENTAL CORP.
Common Stock 2,360,948 2,656,067 2,496,703
B Preferred Stock 150,000 168,750 158,625
INTERNATIONAL MOVIE GROUP, INC.
12% Convertible Subordinated Debenture 1,500,000 750,000 750,000
UNICO, INC.
Preferred Series C stock 1,589,220 1,589,220 1,589,220
9.25% Term Note 50,000 50,000 50,000
10% Term Note 224,000 224,000 224,000
----------- ----------- -----------
SUBTOTAL 7,218,359 8,277,019 7,887,191
OTHER INVESTMENTS
SUNRISE MEDIA, LLC
Formerly CEL 1,762,786 1,762,786 1,762,786
----------- ----------- -----------
$ 8,981,145 $10,039,805 $ 9,649,977
=========== =========== ===========
</TABLE>
The Partnership has made loans of $150,000 to Global Environmental corp.
and $224,000 to UNICO, Inc. during the quarter.
The Partnership also realized a capital gain of $2,698,688 on the sale
of 400,000 shares of MaxServ, Inc. and $69,412 on the sale of 235,000 shares
of Biopharmaceutics, Inc. in this quarter.
7. RELATED PARTY TRANSACTIONS
Certain officers of Renaissance are also limited partners in the
Partnership. There were no distributions for the three months ended March
31, 1997.
<PAGE>
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(1) Material Changes in Financial Condition
Discuss material changes from end of preceding fiscal year to date of
most recent interim balance sheet provided. If necessary for an
understanding, discuss seasonal fluctuations.
For the past three months, the Partnership recorded a decrease of
approximately $750,585 in the net assets resulting from operations. This was
due primarily to a decrease in market value for the common stocks of certain
of its Portfolio companies.
The following Portfolio transactions are noted for the quarter
(portfolio companies are herein referred to as the "Company"):
BIOPHARMACEUTICS, INC. During the quarter ended March 31, 1997, the
Partnership sold 235,000 shares of the Company s common stock for $128,612,
recording a gain on the transaction of $69,412.
GLOBAL ENVIRONMENTAL CORP. On March 13, 1997, the Partnership advanced
$150,000 to the company under a 10% Note due March 13, 1999. The Note
provides that the Partnership will convert the entire principal of $150,000
into 600,000 shares of the Company's common stock upon Global obtaining a
loan secured by a lien on the land and improvements owned by its Danzer
Industries. Inc. subsidiary, located in Hagerstown, Maryland. This loan must
be under terms acceptable to the Partnership.
MAXSERV, INC. The Partnership liquidated its remaining position in this
investment during the quarter by selling its remaining stock investment for
$1,066,205, recording a gain on the sale of $953,705.
SUNRISE MEDIA, LLC. Subsequent to the end of the quarter, on April 1,
1997, the Partnership entered into an agreement with Alvin H. Perlmutter, Inc
("AHP") and Richardson & Associates ("R & A") to restructure and activate
Sunrise Media LLC ( Sunrise ). This agreement provides for AHP to contribute
to Sunrise its entire interest in all of the original programming in
production or in development, together with AHP's entire share of revenues
derived from properties in distribution, along with film production
equipment, for a 37% interest in Sunrise.
R & A is to render ongoing consulting services and is to coordinate a
private equity financing effort to raise additional working capital. R & A
received a 7 1/2% interest in Sunrise. The agreement requires the
Partnership to advance a working capital loan of $200,000 under three
different advances, one advance on April 15, 1997 of $100,000 and two
advances of $50,000 on May 15, 1997 and June 15, 1997. The note bears
interest at an annual rate of 7% per annum. In addition, upon the closing of
a private equity offering, the Note will be converted to equity on the same
basis as the private equity financing.
UNICO, INC. The Partnership advanced $100,000 on January 22, 1997,
$100,000 on February 14, 1997, and $24, 000 on March 28,1997 to the Company.
Each of the advances were under a separate subordinated note, bearing
interest at 10% and maturing two years from date.
<PAGE>
<PAGE> 11
During the quarter ending March 31, 1997, except as outlined above, no
additional investments were made.
The decline in accounts payable-related party of $756,643 represents the
payment of prior years' management fees and expenses owed to the Managing
General Partner.
(2) Material Changes in Operations
Discuss material changes with respect to the most recent year-to-date
period and corresponding period for prior year, if most recent quarter
included also covers changes for quarterly period.
During the past quarter, interest income has increased as a result of
accruing interest in new advances to portfolio companies. As a rsult of
realizing capital gains on the sale of certain partnership investments, cash
and cash equivalents have increased approximately $1.8 million.
Income received is primarily from interest income on a portfolio of
Convertible Debenture investments and upon the sale of common stock. In
prior quarters, as investments were committed or closed, income from closing
fees and commitment fees were also recorded. This source of income is not
available on an ongoing basis, except to the extent funds are available for
new investments.
Portfolio investments still held as debentures require interest payments
generally on either a monthly or quarterly basis. UNICO, Inc. has terms of
certain of its Term Notes for interest payable annually. As of March 31,
1997, all companies are current on interest payments with the following
exceptions. At March 31, 1997, Biopharmaceutics, Inc. had accrued interest
payments to the Partnership in the aggregate amount of $70,041. This amount
is now in arrears. Those partnership investments which are in arrears have
been fully reserved. During the quarter, the Partnership realized a gain of
$2,768,100, primarily from the sale and liquidation of the investment in
MaxServ, Inc. and also the sale of 235,000 shares of Biopharmaceutics, Inc.
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RENAISSANCE CAPITAL PARTNERS, LTD.
May 30, 1997 /S/ Russell Cleveland
---------------------------------------------
Russell Cleveland, President
Renaissance Capital Group, Inc.,
Managing General Partner
May 30, 1997 /S/ Barbe Butschek
----------------------------------------------
Barbe Butschek, Chief Financial Officer
Renaissance Capital Group, Inc.,
Managing General Partner
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 8,981,145
<INVESTMENTS-AT-VALUE> 9,649,977
<RECEIVABLES> 77,447
<ASSETS-OTHER> 1,820,231
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,547,655
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 107,658
<TOTAL-LIABILITIES> 107,658
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,040,868
<SHARES-COMMON-STOCK> 129
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,188,787
<OVERDISTRIBUTION-NII> 919,084
<ACCUMULATED-NET-GAINS> 668,832
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,439,997
<NET-ASSETS> 884
<DIVIDEND-INCOME> 40,479
<INTEREST-INCOME> 1,338
<OTHER-INCOME> 152,049
<EXPENSES-NET> (109,348)
<NET-INVESTMENT-INCOME> 2,711,056
<REALIZED-GAINS-CURRENT> (3,352,293)
<APPREC-INCREASE-CURRENT> (750,585)
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (750,585)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1,791,973)
<OVERDISTRIB-NII-PRIOR> (2,079,439)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 56,101
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 152,049
<AVERAGE-NET-ASSETS> 11,815,290
<PER-SHARE-NAV-BEGIN> 94,226
<PER-SHARE-NII> (840.10)
<PER-SHARE-GAIN-APPREC> (4,926)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 88,459
<EXPENSE-RATIO> .013
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
