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Securities and Exchange Commission
Washington, D. C. 20549
Form 10-K
Mark One
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 1997 or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission File No. 0-18581
RENAISSANCE CAPITAL PARTNERS, LTD.
(Exact name of Registrant as specified in its charter)
Texas 75-2296301
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Suite 210, LB 59,
8080 North Central Expressway,
Dallas, Texas 75206
(Address of principle
executive offices) (Zip Code)
Registrant's telephone number, including area code (214)891-8294
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities Registered Pursuant to Section 12(g) of the Act:
Limited Partnership Interests
Subscription Units of $100,000
(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 shouter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes(X) No( )
Indicate by check mark if disclosure by delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
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information statements incorporated by reference in Part III of this Form 10-
K or any statement to this Form 10-K. ( )
State the aggregate market value of the voting stock held by non
affiliates of the registrant.
As of December 31, 1997 there were 128.86 Units of Limited Partnership
Interest outstanding. A Unit is an initial offering Subscription of
$100,000. There is no market in the Units. Based on Unit values as reflected
in the Registrant's Financial Statements, the aggregate value of the
Partnership Interests ("Interests") held by non-affiliates as of December 31,
1997 is $9,864,597. Aggregate value of the Partnership Interests held by
affiliates as of December 31, 1997 is $348,775.
Part I
Item 1. Business.
GENERAL DEVELOPMENT OF BUSINESS
Renaissance Capital partners, Ltd. (sometimes referred to as the
"Registrant" or the "Partnership") is a Texas limited partnership, (organized
as of July 31, 1989 with commencement of full operations on July 1, 1990),
that has elected to operate as a business development company (sometimes
referred to herein as a "Business Development Company" or a "BDC") under the
Investment Company Act of 1940, as amended (the "1940" Act"). The
Partnership raised net proceeds of approximately $12,100,000 in a private
placement offering of Limited Partnership Units pursuant to Regulation D of
the Securities Act of 1933, as amended, (the "Securities Act") and
concurrently filed a registration statement regarding such units pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the"Exchange Act"). Upon closing of the offering, the Partnership commenced
operations as a Business Development Company.
The investment objective of the Partnership is to provide investors with
current income and long-term capital appreciation by investing primarily in
private placement convertible debt securities (the "Debentures") of small and
medium size public companies ("Portfolio Companies"). The Partnership's
stated goal is to achieve a 10% annual current return to the holders of
limited partnership interests (the "Interests"); provided, however, that such
current return will be increased or decreased from time to time, dependent
upon the actual operating results of the Partnership.
Renaissance Capital Group, Inc. ("Renaissance Group"), a Texas
corporation, serves as the managing general partner (the "Managing General
Partner") and as investment adviser to the Partnership. In these capacities,
Renaissance Group is primarily responsible for the selection, evaluation,
structure and administration of the Partnership's investment portfolio.
Renaissance Group is a registered investment adviser under the Investment
Adviser Act of 1940, as amended (the "Advisers Act") and the Texas Securities
Act. However, these activities are subject to the supervision of two
Independent General Partners of the Partnership who provide guidance with
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respect to the operations of the Partnership (the "Independent General
Partners").
Generally, investments will be made in companies that have their common
stock registered for public trading under the Exchange Act, or that have made
arrangements, satisfactory to the Partnership, for commencement of such
registration in conjunction with the financing. The terms of the documents
evidencing the Partnership's investment ("Portfolio Investments") in
companies ("Portfolio Companies") generally provide that the Partnership will
have the right to convert its Debentures into or otherwise acquire common
stock in exchange for its Debentures. With one exception to date, each
financing has been, and it is generally contemplated will continue to be, a
direct placement with the Portfolio Company.
Accordingly, while such common stock of a Portfolio Company may be
publicly traded, the common stock acquired by the Partnership is generally
unregistered. Therefore, such securities are restricted from distribution or
sale to the public except in compliance with certain holding periods and
exemptions under the Securities Act or after registration pursuant to the
Securities Act.
During 1997 the Partnership was solely engaged in carrying forward its
plan of business operations. Since 1991, the Partnership has made no new
Portfolio Company investments.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Partnership has no industry segments. The Registrant does not
contemplate specializing in any particular industry but instead diversifies
its investments in a variety of industries.
NARRATIVE DESCRIPTION OF THE BUSINESS
The Registrant, as a Business Development Company under the 1940 Act, is
engaged primarily in investments in convertible debentures of small and
medium sized public companies.
Under the provisions of the 1940 Act, a Business Development Company
must invest at least 70% of its funds in "eligible portfolio investments",
such being generally defined, as direct placements to eligible companies and
temporary investments in "cash items" pending other investments. However,
under and pursuant to the provisions of the 1940 ACT, a Business Development
Company may invest up to 30% of its funds in "Other Investments", that is,
investments that do not qualify as "eligible portfolio investments", such
exception allowing, up to the specified maximum amount, for example, open
market purchases or participation in public offerings.
Pending investment in convertible debenture securities of eligible
portfolio companies or other investments as provided under the 1940 Act, the
Registrant's funds are invested in "Temporary Investments" consisting
primarily of money market funds which qualify as cash or cash equivalents.
At December 31, 1997, the Registrant's investment assets were classified
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by amount as follows:
<TABLE>
Percentage
Classification Cost of Investments (at Cost)
<S> <C> <C>
Eligible Portfolio Companies $6,831,913 82%
Other Portfolio Companies $1,488,657 18%
</TABLE>
INVESTMENT OBJECTIVES
The investment objective of the Partnership is to provide its Limited
Partners with both current income and long-term capital appreciation.
The Partnership seeks to provide current cash returns to investors
through a priority distribution on each Limited Partner's Initial Capital
Subscription of current investment interest income (as defined in the
Partnership's Restated Agreement of Limited Partnership) (the "Partnership
Agreement") while providing opportunities for capital gains appreciation
through appreciation in values of convertible debenture securities.
The Partnership Agreement provides for a quarterly distribution to the
Limited Partners, to be made within 30 days of the end of each quarter. The
initial distribution was at the rate of 2.5% of the Limited Partner's Initial
Capital Subscription. Thereafter, at the discretion of the Managing General
Partner, the distribution may be increased or decreased from time to time.
Distributions may be made from capital. Distributions are not required if,
after the proposed distribution, the assets would not be sufficient to pay
the debts and obligations of the Partnership. As the result of decreasing
cash resources in 1995, 1996, and 1997, the distributions to the limited
partners were discontinued. As the Partnership's investments are liquidated,
or other cash resources obtained, the Partnership expects to reinstate such
payments in whole or in part based upon the cash resources.
Optionally, in addition to the quarterly distributions, the Managing
General Partner may make distributions of realized gains or of securities
that have appreciated in value.
GENERAL INVESTMENT POLICIES
As a general matter, the Partnership has considered, and it is
contemplated will continue to consider, the following factors in deciding
whether to make or to continue holding any investment:
(i) Publicly-held Company - each Portfolio Company should be a company
whose common stock is registered for public trading under the Exchange Act or
that has made arrangements, satisfactory to the Partnership, for such
registration so that such company meets this criteria at the time the
Partnership acquires common stock upon conversion of the Debentures;
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(ii) Earnings History - the Partnership prefers the existence of a
history of profitable operations or, alternatively, a reasonable expectation
that with the contemplated use of the proceeds, the Portfolio Company's
future operations will be conducted at a level of profitability and cash flow
to satisfactorily service the Partnership's Debentures. Generally, debt
repayment under the Debentures will be geared to the anticipated earnings
ability of the Portfolio Company as contrasted to a proposed refinancing or
sale of assets. Notwithstanding the foregoing, because of the diversity of
investments to be considered, the Managing General Partner has not
established fixed financial ratios (such as an earnings coverage, debt to
worth, or current assets to current liabilities ratios) as investment
criteria;
(iii) Management - The Partnership seeks companies with competent senior
managers and ideally, a vested interest in the equity growth of the company;
(iv) Nature of the business and industry - the Partnership seeks
companies that have a recognized market for their products or services in a
stable or growing industry;
(v) Management Involvement - the Partnership seeks companies that are
willing to permit the Partnership to take a substantial equity position in
the company and have representation on its board of directors. Generally,
each Portfolio Company will be required to accept either a Partnership
nominee or an advisory director to its board of directors;
(vi) Lack of Investment Concentration - Portfolio Investments must
generally be diversified as to both company and industry. As a general
principle, no more than a range of 8% to 12% of the Portfolio Investments is
invested in any one Portfolio Company.
The Registrant's nominees to the boards of directors of Portfolio
Companies will generally be selected from among the officers of the Managing
General Partner. When, in the discretion of the Managing General Partner, a
suitable nominee is not available from among its officers, the Managing
General Partner will select, as alternate nominees, outside consultants who
have had prior experience as an independent outside director of a public
company.
REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940
The 1940 act was enacted to regulate investment companies. In 1980, the
1940 Act was amended by the adoption of the Small Business Investment
Incentive Act. The purpose of the amendments was to remove regulatory
burdens on professionally managed investment companies engaged in providing
capital to smaller companies. The Small Business Investment Incentive Act
established a new type of investment company specifically identified as a
Business Development Company as a way to encourage financial institutions and
other major investors to provide a new source of capital for small developing
businesses.
BUSINESS DEVELOPMENT COMPANY
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A BDC:
(1) is closed-end management company making 70% of its investments only
in certain companies (identified as "Eligible Portfolio Companies." These
qualifications are:
(A) it must be organized under the laws of a state or states,
(B) it may not be an investment company (except for a wholly owned Small
Business Investment Company), and
(C) it must generally fall into one of three following categories:
(1) companies that do not have a class of securities registered on
a national securities exchange or are listed on the Federal Reserve OTC
margin list,
(2) companies that are actively controlled by the BDC either alone
or as part of a group (for this purpose, control is presumed to exist if the
BDC or group in which the BDC is a member owns 25% or more of the voting
securities), or
(3) it meets such other criteria as established by the SEC.
(2) must be prepared to provide "Significant Managerial Assistance" to
such Portfolio Companies. Significant Managerial Assistance means, as to the
Partnership:
(A) any arrangement whereby the Partnership, through its officers,
employees, or General Partners, seeks to provide significant guidance
concerning management, operations, objectives or policies of the Portfolio
Company, or
(B) the exercise of a controlling influence over the Portfolio
Company.
Therefore, the General Partners believe that "Eligible Portfolio
Companies" are, generally, those companies that, while being publicly held,
may not have or do not have a broad based market for their securities, or the
securities that they wish to offer are restricted from public trading until
registered.
Further, the regulations generally provide that the securities must be
obtained in direct transactions with the Portfolio Company and as such are
generally restricted from transferability in the public markets.
Further, while the 1940 Act allows a BDC to "control" a Portfolio
Company, it is not the general policy of the Partnership to acquire a
controlling position in its Portfolio Companies. The Partnership will only
provide managerial assistance, and will seek to limit its "control" position
by requiring only that a designee of the partnership be elected to the board
of directors of the Portfolio Company, or be selected an advisory director.
While these will be the Partnership's general policies, the application of
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these policies will of necessity vary with each investment situation.
1940 ACT REQUIREMENTS
The BDC election exempts the Partnership from some provisions of the
1940 Act. However, except for those specific provisions, the Partnership
will continue to be subject to all provisions of the 1940 Act not exempted,
including the following:
(1) restrictions on the Partnership from changing the nature of business
so as to cease to be, or to withdraw its election as, a BDC without the
majority vote of the Interests;
(2) restrictions against certain transactions between the Partnership
and affiliated persons;
(3) restrictions on issuance of senior securities, such not being
prohibited by the 1940 Act but being restricted as a percentage of capital;
(4) compliance with accounting rules and conditions as established by
the SEC, including annual audits by independent accountants;
(5) compliance with fiduciary obligations imposed under the 1940 Act;
(6) requirement that the Limited Partners ratify the selection of the
Partnership's independent public accountants and the approval of the
investment advisory or similar contracts and amendments thereto; and
(7) restrictions on purchases of Interests by the Partnership.
NON-QUALIFYING BDC INVESTMENTS
Further, under the 1940 Act, the Partnership may only acquire qualifying
and certain assets necessary for its operations (such as office furniture,
equipment and facilities) if, at the time of any proposed acquisition, less
than 70% of the value of the Partnership assets consists of qualifying
assets. Qualifying assets include, inter alia, financings for Eligible
Portfolio Companies; "follow-on" financing to Portfolio Companies in which
the BDC is a principal security holder; cash items; U.S. governmental
securities; and high-quality, short-term debt securities.
INVESTMENT ADVISERS ACT OF 1940 AND INVESTMENT ADVISERS AGREEMENT
The Managing General Partner is the investment adviser to the
Registrant pursuant to the Investment Advisory Agreement, as amended on March
7, 1994 and ratified by a majority of the holders of units on April 22, 1994
(the "Investment Advisory Agreement") and is registered as an investment
adviser under the Advisers Act, subject to the reporting and other
requirements thereof. The Advisers Act also provides restrictions on the
activities of registered advisers to protect its clients from manipulative or
deceptive practices. While the Advisers Act generally restricts performance
compensation, the Advisers Act was amended to allow an investment adviser to
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a BDC to receive performance compensation of up to 20% on realized capital
gains computed net of all realized capital losses and unrealized capital
depreciation.
The Investment Advisory agreement provides that the Managing General
Partner is entitled to receive an annual management fee of 2% of the
Partnership's assets. In addition, the Managing General Partner is entitled
to receive an incentive fee ("Incentive Fee") in an amount equal to 20% of
the Partnership's realized capital gains computed net of all realized capital
losses and unrealized depreciation and after the limited Partners have
received a sum equal to a ten percent (10%) annual return on their Initial
Capital Contributions (as defined in the Restated Partnership Agreement to
mean Limited Partner capital contributions reduced by brokerage commissions
and fees incurred by the Partnership on behalf of such Limited Partner or
Partners). The Managing General partner is entitled to receive a fee equal
to one-half of one percent (0.5%) of the initial limited partnership
contributions and is entitled to receive quarterly fees thereafter equal to
0.5% of Net assets, as defined in the Partnership Agreement. For the years
ended December 31, 1993 through 1997, the Managing General Partner elected to
calculate the quarterly fee based on the lesser of contributed capital or Net
Assets. Had the Managing Partner elected to calculate the quarterly fee
based solely on Total Assets, the fee would have been approximately $234,000
greater than the cumulative fee charged.
Investment advisory agreements are further subject to the 1940 Act,
which requires that the agreement, in addition to having been approved by the
majority of the outstanding voting securities, shall precisely describe all
compensation to be paid; shall be approved annually by a majority vote of
either the Independent General partners or of the Interests; may be
terminated without penalty on not more than 60 days' notice by a vote of a
majority of the outstanding Limited Partnership Interests; and shall
terminate automatically in the event of assignment. The Managing General
Partner has agreed that the Partnership Agreement and the Investment Advisory
Agreement shall constitute the Partnership's advisory agreements and shall at
all times be construed so as to comply with the Advisers Act and the 1940
Act.
PARTNERSHIP TERM
The Partnership Agreement provides for an eight (8) year term from the
final closing of the initial offering subject to the right of the Managing
General Partner with the concurrence of at least one Independent General
Partner to extend the term for up to three (3) additional one-year periods.
The initial term is until June 30, 1998.
PARTNERSHIP INVESTMENTS
As of December 31, 1997, the Partnership held five active (5) Portfolio
Investments in Companies, four of which meet the criteria of investments in
Eligible Portfolio Companies and one which did not.
Biopharmaceutics, Inc. (BPH)
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On September 12, 1991, the partnership invested $300,000 in a 12.5%
convertible debenture issued by Biopharmaceutics, Inc. ("Biopharmaceutics")
of Bellport, New York as the first disbursement under a $1,000,000 loan
agreement pursuant to which the Partnership had the option to invest an
additional $700,000 subject to certain conditions. On January 31, 1992, the
second disbursement of $350,000 was completed and the final disbursement of
$350,000 was completed on June 15, 1992. Biopharmaceutics is a manufacturer
and distributor of generic drugs and other pharmaceutical products.
Interest was payable quarterly. The debentures were non-callable for
three year sand provided for quarterly principal installments commencing on
October 1, 1994, which installments would have amortized approximately one-
half of the principal with the balance due at maturity on October 1, 1998.
At the option of the Partnership, the Debenture was convertible at any
time into Biopharmaceutics common stock at the lesser of $0.25 per share or
80% of the bid price per share averaged over the twenty trading days
immediately prior to the date of exercising the right to convert. The
Partnership had the right to demand stock registration and certain piggyback
stock registration rights, and after April 1, 1994, was entitled to at least
one such registration at Biopharmaceutic's expense.
Pursuant to a letter agreement dated December 22, 1994, the Partnership
waived defaults by Biopharmaceutics under the loan agreement through April 1,
1995, and agreed to convert a portion of its Debentures ($120,000) into
common stock (480,000 shares). The Agreement also provided for the roll up
of interest due on or before December 31, 1995, in the amount of $130,982,
into a 10% term note.
As a result of Biopharmaceutics being delisted from the American Stock
Exchange, the transactions outlined in this letter agreement were never
consummated. Accordingly, no note was received for accrued interest, nor was
any portion of the debentures converted into common stock during 1995.
In accordance with a "Debenture Conversion" agreement effective December
15, 1996, the Partnership converted $300,000 of its convertible debentures
into 1,200,000 shares of Biopharmaceutics, Inc.'s common stock, and the
remaining $700,000 of convertible debentures were reissued into seven
$100,000 convertible debentures maturing on October 1, 1998. These new
debentures contain substantially the same features and provisions as the
original debentures, except for sinking fund requirements.
In addition, the agreement provided for issuance of new convertible
debentures to evidence accrued, unpaid interest on the original debentures as
of September 30, 1996, in the amount of $402,941. These new debentures were
issued as of September 30, 1996 and, with the exception of being convertible
at the lesser of $0.27 per share of 80% of the bid price per share averaged
over the twenty days prior to the date of exercising the right to convert,
contained the same terms and conditions as the original debentures, except
for sinking fund provisions.
During the quarter ended March 31, 1997, the Partnership sold 235,000
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shares of Biopharmaceutics common stock for $128,161, recording a gain on the
transaction of $69,412.
On June 24, 1997, Biopharmaceutics effected a one share for four shares
reverse split of its common stock. Accordingly, the conversion price of the
$700,000 of Convertible Debentures issued in 1992 was reset to $1.00 per
share, and the conversion price of the $402,941 of Convertible Debentures
issued in 1996 was reset to $1.08 per share.
Effective September 30, 1997, Biopharmaceutics and the Partnership
entered into an agreement to lower the conversion price of the $700,000 of
Convertible Debentures issued in 1992 and the $402,941 of Convertible
Debentures issued in 1996 to $0.50 per share. In addition, Biopharmaceutics
agreed to issue 288,931 shares of its common stock in payment of all accrued
unpaid interest due the Partnership as of September 30, 1997. In connection
with the lowering of the conversion price, the Partnership agreed to convert
all of its Debentures into common stock of Biopharmaceutics. This latest
action resulted in the Partnership's total investment in Biopharmaceutics
being 2,736,063 shares of common stock at a cost of $1,488,657.
In June 1997, Biopharmaceutics announced that it had signed an agreement
to acquire Caribbean Medical Testing. On September 15, 1997,
Biopharmaceutics announced completion of the acquisition and reported that it
had paid the seller $4.9 million in cash and a Note for $1.5 million, bearing
interest at 10.25% per annum and due July 17, 1998. Biopharmaceutics also
announced that it had financed the acquisition with $4.9 million of notes
payable, bearing interest at 9% and payable $175,000 a month for 28 months,
together with its sale of 3.1 million shares of its common stock for
$1,350,000.
The Company's financial performance for 1997 showed significant
improvement compared to 1996. The Company earned $1,036,000 from operations
in fiscal year 1997 as compared to an operating loss of $964,000 for the
prior year ended September 30, 1996.
Russell Cleveland, the Chairman, President, director and principal
shareholder of the Managing General Partner, is a member of the Company's
Board of Directors as the Partnership's Director Designee.
This investment is not classified as an Eligible Portfolio Investment
because the Biopharmaceutics' common stock was listed on the American Stock
Exchange at the date of original purchase.
Danzer Corporation (formerly Global Environmental Corp.) (GLEN)
Danzer Corporation ("Danzer") is engaged in the design, manufacture and
installation of utility truck bodies and associated equipment. Danzer
recently changed its name from Global Environmental Corporation, but has kept
the same trading symbol of "GLEN".
On April 25, 1991, the Partnership invested $1,250,000 in a 12.5%
convertible debenture ("Convertible Debenture No. 1") issued by Danzer. On
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December 31, 1992, a $350,000 follow-on investment in a like convertible
debenture ("convertible Debenture No. 2") was made.
During 1994, the partnership purchased 1,000 shares of Series A
Cumulative Convertible Preferred Stock for $100,000.
On December 31, 1994, the Partnership exchanged with Danzer its
Convertible Debenture No. 1 issued by Danzer in the principal amount of
$1,250,000 and its convertible debentures No. 2 issued in the principal
amount of $350,000 for the aggregate of 16,000 shares of the Series B
Preferred Stock ($100 per share). The Series B Preferred Stock ranked pari-
passu in dividend and liquidation rights with Danzer's issued and outstanding
Series A Preferred Stock. The holders of the Series B Preferred Stock were
entitled to receive cumulative annual dividends in the amount of $10 per
share which were to be payable quarterly. The holders of the Series B
Preferred Stock were entitled to vote the number of votes equal to the number
of shares of common stock into which such shares of Series B Preferred Stock
could have been converted into pursuant to the conversion feature. The
holders of the Series B Preferred Stock had the right to elect the majority
of the Board of Directors of Danzer if certain defaults occurred under the
preferred stock purchase agreement or if more than one-third of the Series B
Preferred Stock remained outstanding after October 31, 1999. The holders of
the Series B Preferred stockholders had the right to convert their stock into
Danzer's common stock initially at $0.50 per share. The $0.50 conversion
price was to be reduced downwards if Danzer failed to register the underlying
common stock of the Series A and Series B Preferred Stock. The holders of
the Series B Preferred Stock also had certain antidilution rights.
In addition, the Partnership agreed to exchange the accrued but unpaid
interest on Convertible Debenture No.1 and No.2 through September 30, 1994
totaling $211,635 for a 10% term note in the like amount. The term note was
due December 31, 997, at which time any remaining principal and interest
thereon would have been payable in full. Danzer could have prepaid the
principal amount of the note, in whole or in part, without penalty or
prepayment premium.
Effective May 22, 1996, Danzer sold the stock and assets of Rage, Inc.,
a wholly owned subsidiary, engaged in the design and construction of material
handling systems to Danger's former President and Chief Executive Officer, in
consideration of certain liabilities and for common stock in Danzer.
In September 1996, the Partnership purchased 200,000 shares of Danzer's
common stock for $0.25 per share an additional investor purchased 1,000,000
shares for $250,000. Effective October 31, 1996, as part of the Danzer plan
of recapitalization, the Partnership agreed to convert its Series A Preferred
Stock into 400,000 shares of common stock, its Series B Preferred Stock into
6,400,000 shares of common stock, and the $211,635 note held by the Partners
into 846,542 shares of common stock of Danzer. In addition, the accrued
unpaid interest on the note together with accumulated, unpaid dividends on
both series of preferred stock were capitalized by issuance of 1,597,250
shares of common stock of Danzer to the Partnership. These shares were all
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issued at a conversion price of $0.25 per share.
On March 13, 1997, the Partnership advanced $150,000 to Danzer under a
10% Note due March 13, 1999. The Note provided that the Partnership would
convert the entire principal amount of $150,000 into 600,000 shares of
Danzer's common stock upon Danzer obtaining a loan secured by lien on the
land and improvements owned by its Danzer Industries Inc. subsidiary located
in Hagerstown, Maryland under terms acceptable to the Partnership. On July
31, 1997, in accordance with the provisions of the loan agreement, the
Partnership converted the entire principal of this $150,000 Note into 600,000
shares Danzer's common stock.
In the quarter ended December 31, 1997, Danzer sold its Airline Division
for $413,000 of which $150,000 was paid in cash with the balance to be paid
over 42 months. Danzer intends to concentrate on its Morrison and Mobile
Tool truck lines in the future.
In December 1997, the Partnership agreed to loan Danzer $150,000 to aid
it in meeting temporary cash shortages. This agreement takes the form of a
Promissory Note bearing interest at 10% per annum with all principal and
interest payable in full on or before September 30, 1998. On December 23,
1997, the Partnership advanced $71,000 according to the terms of the Note,
and advanced the remaining $79,000 on March 4, 1998.
In Danzer's fourth quarter ended October 31, 997, Stephen C. Davis was
named Interim Chief Operating Officer to aid the company in phasing out its
retiring President, Rudolph W. Schuster, and Terry Moore replaced Bill Clark
as Chief Financial Officer. Both Mr. Davis and Mr. Moore have extensive
experience in the manufacturing industry. Mr. Schuster retired as President
in December 1997, and Mr. Davis replaced him as Interim President. In March
1998, Danzer hired M. E. Williams as President. Mr. Williams has extensive
experience in all aspects of manufacturing. Mr. Davis has agreed to remain
with Danzer for a sufficient period to aid Mr. Williams in completing his
transition into Danzer.
On December 15, 1997, Danzer held its Annual Meeting of Shareholders.
The Shareholders elected to change the company name from Global Environmental
Corp. to Danzer Corporation. In addition, new members were elected to
Danzer's Board of Directors. The Board now consists of Goodhue W. Smith,
III, G. Russell Cleveland, William L. Pryor, III, and Stephen C. Davis.
Russell Cleveland, the Chairman, President, director and principal
shareholder of the Managing General Partner, is a member of Danzer's Board of
Directors as the Partnership's Director Designee.
International Movie Group, Inc. (IMV)
On April 2, 1991, the Partnership invested $1,500,000 in a 12%
convertible debenture issued by International Movie Group, Inc. ("IMG") as
part of a private placement of $10 million. IMG is engaged in the
distribution of motion pictures, primarily outside the United States and
Canada.
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On July 3, 1996, an involuntary petition of bankruptcy was filed on the
Company. In October 1996, the U.S. Department of Justice, notified the
Partnership that IMG had filed a petition under Chapter 11 of the Bankruptcy
Code and the first creditor's conference was held October 11, 1996. Russell
Cleveland, the Chairman, President, Director and principal stockholder of the
Managing General Partner, was elected Chairman of the Creditor's Committee.
In 1997, IMG emerged from bankruptcy and filed a Second Amended Joint
Plan of Reorganization under Chapter 11 of the Bankruptcy Code. Under that
plan, the Partnership received 398,875 shares IMG's common stock,
representing 9.97% of the four million shares outstanding. IMG is operating
and is seeking a merger partner.
IMG has a substantial film library and other assets but the amount that
could be realized is not known at this time. At December 31, 1996 the
Independent General Partners and Managing General Partner, after reviewing
the status of IMG, established a 50% reserve and decreased the fair value of
the investment to $750,000. This reserve was subject to increase or decrease
depending upon the final reorganization plan. After reviewing the final
plan, the Independent General Partners and Managing General partner have
elected to realize the $750,000 reserve as a realized loss, and maintain the
carrying value (basis) of the Partnership's position in IMG's common stock at
$750,000.
MaxServ, Inc. (MXSV)
On May 23, 1991, the Partnership invested $500,000 in a 12.5%
convertible debenture issued by MaxServ, Inc. ("MaxServ") of Austin, Texas as
the first disbursement of a $1,000,000 loan agreement pursuant to which the
Portfolio company had the option to draw an additional $500,000 subject to
certain conditions. On October 1 and on November 13, 1992, additional
disbursements of $150,000 each were made in convertible debentures with the
same terms as the first debenture and the balance of the standby commitment
was terminated by agreement. MaxServ provides technical information and
data-base services for Sears Roebuck & Co. electronic and white-goods
appliance repairmen.
In early March 1994, MaxServ demanded, pursuant to the terms of the
convertible debentures, that the Partnership convert its debentures to common
stock. On March 31, 1994, the Partnership converted the entire principal
amount of its debentures in the face amount of $800,000 into common stock at
seventy-five cents ($0.75) per share (1,066,667 shares). Immediately upon
conversion, the Partnership sold 74,000 shares at $5.00 per share. On July
15, 1994, the Partnership sold an additional 400,000 shares in a private
transaction for $4.50 per share. In 1995, the Partnership sold 10,000 shares
of stock for $31,247 resulting in a gain of $23,747 and in 1996, the
Partnership sold 182,667 shares for $735,747 resulting in a gain of $598,747.
The Partnership tendered its remaining stock in 1997, for which the
Partnership received proceeds of $2,998,688, representing a gain on sale of
$2,698,688. The Partnership has liquidated its position in this investment.
<PAGE>
<PAGE 14>
UNICO, Inc. (UICO)
On December 31, 1991, the Partnership invested $1,250,000 in a 12.5%
convertible debenture issued by UNICO, Inc., ("UNICO") of Oklahoma City,
Oklahoma. UNICO, through its wholly owned subsidiary, United Coupon
Corporation, is engaged in franchising and production of direct mail
advertising.
Interest was payable quarterly. The debentures were non-callable for
three years, and provided for quarterly principal installments commencing on
April 1, 1995, which installments would have amortized approximately one-half
of the principal with the balance due at maturity on January 1, 1999. The
Debenture was convertible into UNICO common stock at $.90 per share. The
Partnership had the right to demand stock registration and certain piggyback
stock registration rights, and, after April 1, 1995, was entitled to one such
registration at UNICO's expense. In 1995, the Partnership made follow-on
investments in the form of 10-% convertible notes totaling $136,750. These
notes were due October 1, 1997 and were convertible into common stock of
UNICO at a conversion price of $0.25 per share. In January 1996, additional
funds were advanced, bringing total advances under the notes to $150,000.
In accordance with a Loan Conversion Agreement dated July 12, 1996, as
amended July 30, 1996, UNICO, Inc. and the Partnership agreed to convert the
December 31, 1991 convertible debentures ($1,250,000 principal amount) and
accrued interest thereon of $170,871, and the notes receivable ($150,000
principal amount) along with accrued interest thereon of $18,349, into
1,589,220 shares of the Company's Series C Preferred Stock. Each share of
the Series C Preferred Stock is convertible into four shares of UNICO's
common stock, which effectively lowered the conversion rate of UNICO's debt
held by the Partnership from $0.90 per share to $0.25 per share. The Series
C Preferred Stock is preferred in liquidation, not dividends. It has anti-
dilution provisions and is automatically converted at the issuance of a
registration statement for UNICO's stock on August 1, 1998. The stock
carries piggy-back registration provisions.
In August 1996, the Partnership advanced $50,000 to UNICO under a 9.25%
secured subordinated note due December 15, 1998. The note is subordinated to
UNICO's senior bank lender. The Partnership advanced the Company $100,000 on
January 22, 1997, $100,000 on February 14, 1997, and $24,000 on March 28,
1997. Each of the advances were made under a separate subordinated Note,
bearing interest at 10% and maturing two years from the date of the
respective Note.
As a result of UNICO's difficulties in raising working capital, combined
with the continuing losses being suffered by UNICO, the Partnership has
provided a total valuation reserve of $1,063,220 against this investment.
Russell Cleveland, the President, Director and principal shareholder of
the Managing General partner, previously served on the Board of Directors of
UNICO, Inc. The Partnership no longer has representation on UNICO's Board of
Directors.
<PAGE>
<PAGE 15>
Sunrise Media LLC (formerly CEL Communications, Inc.)(Privately Held)
On June 14, 1991, the Partnership invested $1,250,000 in a 12.5%
convertible debenture issued by CEL Communications, Inc. ("CEL") of New York,
New York. On January 16, 1992, a $250,000 follow-on investment in a like
convertible debenture was made. On May 17, 1993, an additional $325,000
follow-on investment in a like convertible debenture was made. These
investments were secured by a lien against substantially all of the assets of
CEL. CEL was the owner of a library of historic film footage covering
significant people and events of the 20th Century and was engaged in
utilizing and leasing such footage for television production and educational
purposes. Its most significant asset was a production titled "Video
Encyclopedia of the 20th Century" ("VETC"), which is an indexed compilation
of significant events of the past years.
Interest was payable quarterly. The debentures were non-callable for
three years, and provided for quarterly principal installments commencing on
July 1, 1994 which installments would have amortized approximately one-half
of the principal with the balance due at maturity on July 1, 1998. At the
option of the Partnership, the Debenture was convertible at any time into CEL
common stock at $1.00 per share. The Partnership had the right to demand
stock registration and certain piggyback stock registration rights, and after
July 1, 1994, was entitled to one such registration at CEL's expense.
In prior years, CEL experienced significant operating losses and cash
flow problems related to its television production activities. In 1994, CEL
obtained short term working capital loans from individual investors, which it
intended to repay from other long term financing. However, because of the
losses and production copyright litigation regarding a number of production
activities and the use of the VETC for video reproduction, CEL was not able
to restructure its obligations. During 1994, Mr. Peter Collins was appointed
as the new Chairman, President and Chief Executive Officer of CEL.
Thereafter, it was determined to cease television programming and to limit
production to contracted work. Further a determination was made by CEL, with
the agreement of the Partnership, that a Chapter 11 reorganization was a
favorable venue in which to resolve these matters. On August 18, 1994, CEL
filed a petition in the United States Bankruptcy Court, Southern District of
New York, for reorganization pursuant to Chapter 11. Following this action,
CEL began negotiations with its litigant adversaries seeking to resolve the
disputes and to develop a plan of reorganization. An agreement was
structured and approved by the court.
In connection with the Bankruptcy, the Partnership provided $245,000 in
1994, $240,000 in 1995 and $140,000 in 1996 for an aggregate of $625,000 in
post-petition financing to CEL. The $140,000 advanced in 1996 was for
administrative and legal costs incurred in the Chapter 11 proceedings.
During the period of the Bankruptcy, CEL unsuccessfully sought additional
capital and financing in order to effect its plan of reorganization. In
order to protect its investment, the Partnership requested and obtained a
"Lift Stay Order" from the court and proceeded to foreclose on the assets of
CEL Communications, Inc.
<PAGE>
<PAGE 16>
At the public auction held on November 15, 1996, the Partnership
purchased all the assets of CEL Communications, Inc. and transferred the
assets, including the library of historic footage, and the "Video
Encyclopedia of the 20th Century", to Sunrise Media LLC ("Sunrise") which was
wholly owned by the Partnership at the time of transfer. On February 21,
1997, the Partnership advanced Sunrise $100,000 as member's capital.
On April 1, 1997, the Partnership entered into an agreement with Alvin
H. Perlmutter, Inc. ("AHP") and Richardson and Associates ("R and A") to
restructure and activate Sunrise. This agreement requires AHP to contribute
its entire interest in its original programming in production or in
development, its entire share of revenues derived from AHP's properties and
distribution agreements, along with film production equipment, to Sunrise in
exchange for a 37% equity interest.
The agreement requires R&A to render ongoing consulting services and to
coordinate a private equity financing effort to raise additional working
capital in exchange for a 7.5% security interest in Sunrise. Finally, the
agreement requires the Partnership to loan Sunrise $200,000 in working
capital under three different advances. The Partnership made the first
advance of $100,000 on April 15, 1997, and made two subsequent advances of
$50,000 each 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. To date no private equity offering has been
coordinated.
For the year ended December 31, 1997, the investment in Sunrise was
reduced to $383,085 to reflect the Partnership's 55.5% share of the net loss
incurred by Sunrise for the year.
Competition for Investments
The Registrant has completed 10 investments, of which 5 are currently
outstanding. The Registrant does not contemplate a further active investment
acquisition program.
PERSONNEL
The Partnership has no direct employees but instead has contracted with
the Managing General partner pursuant to the Partnership Agreement and the
Investment Advisory Agreement to provide all management and operation
activities. The Managing General partner currently employs twelve persons
who are engaged in performing the duties and functions required by the
Partnership. Because of the diversity of skills required, the Partnership
cannot afford to employ all these persons solely for its own needs, and
therefore, these employees are not engaged solely in activities of the
Partnership.
The Investment Advisor currently serves as general partner and manager
to Renaissance Capital partners II, ltd. ("Renaissance II") and as the
Investment Advisor to Renaissance Capital growth & Income Fund III, Inc.
<PAGE>
<PAGE 17>
("Renaissance III") and Renaissance U.S. Growth & Income Trust PLC
("RUSGIT"). Renaissance II, a BDC with investment objectives similar to
those of the Partnership, has raised $42,874,000 in capital through a
registered offering for sale of limited partnership interests. Renaissance
II is not actively seeking additional investments. Renaissance III is also a
BDC operating as a Registered Investment Company with investment objectives
similar to those of the Partnership and completed an offering in 1994, that
raised approximately $41,489,500. As of December 31, 1997, Renaissance III
had completed fourteen investments of which twelve are still active. The
active investments have a cost of $24,150,665 at December 31, 1997 and, in
the aggregate, approximately $33,148,232 in investments have been made over
the life of Renaissance III. Renaissance III is actively seeking additional
investment opportunities. RUSGIT is a public limited company registered in
England and Wales, listed on the London Stock Exchange, which invests in
privately placed convertible debentures issued by companies similar to the
investments of the Partnership. RUSGIT will invest primarily on a pari-passu
basis with Renaissance III. In 1996, RUSGIT raised capital of approximately
$30,789,000. At December 31, 1997, RUSGIT had made eight investments, of
which seven are still active. The active investments have a cost value of
$11,168,202 and, in the aggregate, approximately $14,353,750 in investments
have been made over the life of RUSGIT. In addition, Renaissance Group is
the parent of RenCap Securities, Inc., a registered Broker/Dealer.
Renaissance Group and its subsidiary may, from time to time, provide
investment advisory services, management consulting services and investment
banking services to other clients.
No accurate data or estimate is available as to the percentage of time,
individually or as a group, that will be devoted to the affairs of the
Partnership. Initially, and while the Partnership funds were in the process
of being invested, a majority of the staff time of Renaissance Group was
employed in functions and activities of the Partnership. Thereafter, the
officers and employees have and will devote such time as is required, in
their sole discretion, for the conduct of business, including the provision
of management services to Portfolio Companies. To the extent that such staff
time is devoted to other activities, their activities may be in conflict with
the requirements of the Partnership.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
The Partnership does not contemplate making a substantial portion of its
investments in foreign operations.
Item 2. Properties
The Partnership's business activities are conducted from the offices of
the Managing General Partner, which offices are currently leased until July
31, 1999 in a multi-story general office building in Dallas, Texas. The use
of such office facilities, including office furniture, phone services,
computer equipment, and files are provided by the Managing General Partner at
its expense pursuant to the Investment Advisory Agreement.
Item 3. Legal Proceedings
<PAGE>
<PAGE 18>
On November 9, 1995, John Pembroke commenced an action against
Renaissance Capital Group, Inc. seeking collection of a judgement awarded to
him by default in a suit against AFN, Inc. (a previously held investment of
the Partnership) in the amount of $2,441,320 plus interest and attorney's
fees to seek payment of sums claimed due under an employment contract with
AFN, Inc. The stated basis for the claim was that Renaissance Group became
the "alter ego" of AFN, Inc. and is therefore liable under the employment
contract. Renaissance Group denied all liability.
On July 15, 1996, the Partnership commenced an action against Mr.
Pembroke seeking damages for its losses on the investment of AFN, Inc. The
basis for the claim was alleged misrepresentations made by Mr. Pembroke
regarding the financial condition of AFN, Inc. at the time of the
Partnership's investment. Mr. Pembroke has denied the claim and on July 26,
1996, Mr. Pembroke filed a counter claim against the Partnership based on the
same claims and demands alleged in the suit against Renaissance Group.
The Partnership, Renaissance Group and Russell Cleveland denied
liability and settled the case in 1997. Pursuant to the settlement, all
claims in the action were dismissed with prejudice on December 15, 1997. The
Partnership paid Mr. Pembroke $165,000.
Item 4. Submission of Matters to a vote of Security Holders.
No matter was submitted to a vote of Limited Partners, through the
solicitation of proxies or otherwise, during the fourth quarter of 1997.
Part II
Item 5. Market for the Registrant's Securities.
TRADING
There is no trading in the Limited Partnership Interests of the
Partnership and no established market exist. Such interests are restricted
from transfer except in the event of death or by action of law or except with
the prior approval of the Managing General Partner.
NUMBER OF HOLDERS
As of December 31, 1997, there were 191 beneficial holders of Limited
Partnership Interests; one holder of a Managing General Partner Interest; and
three Independent General Partners.
DIVIDEND POLICY
The Partnership Agreement provided for an initial distribution to be
made to the Limited Partners in an amount equal to 2.5% of their Initial
Capital Subscription within 30 days after the end of the first quarter
following closing of the offering, and thereafter, within 30 days of the end
of each subsequent quarter, such distributions to be made at the discretion
<PAGE>
<PAGE 19>
of the General Partners. It is the intention of the General Partners to
generally distribute investment income net of expenses on a quarterly basis.
Further, distribution of realized capital gains will be considered as
realized or in the case of common stocks with appreciated value obtained upon
conversion of debt securities, considered for distribution in kind. The
determination of whether to make a distribution of realized capital gains or
securities in kind shall be made at the discretion of the General Partners,
subject to compliance with the Securities Act and the 1940 Act.
The Independent General Partners receive no allocation of income and are
not paid any distributions.
Item 6. Selected Financial Data.
The following selected financial data for the five year period ending
December 31, 1997, should be read in conjunction with the Partnership's
Financial Statements and notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in Item 7
of this Annual Report on Form 10-K.
<TABLE>
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Gross income (loss)
including realized
gains $2,215,708 $(1,096,878) $63,379 $1,223,786 $974,862
Net unrealized
appreciation
(depreciation) on
investments (2,849,578) 3,991,617 (2,746,554) (5,405,855) 1,242,405
Net income (loss) (1,977,210) 2,264,744 (3,111,266) (4,997,513) 1,795,362
Net income (loss) per
Limited
Partnership Unit 14,976 17,399 (23,903) (35,859) 13,793
Total assets 10,286,077 13,076,280 10,595,667 13,449,030 19,560,581
Distributions to
Limited Partners 0 0 75,000 1,500,000 973,160
Distributions per
Limited Partnership
unit 0 0 582 11,641 7,552
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
The purpose of the Partnership is to provide growth capital to small and
medium size public companies whose ability to service debt is sufficient to
provide a quarterly return to the Limited Partners and whose growth potential
is sufficient to provide opportunity for above average capital appreciation.
<PAGE>
<PAGE 20>
Sources of Operating Income
Generally, the major source of operating income for the Partnership is
investment income, either in the form of interest on debt securities of
dividends on stock. Investments are generally made in Portfolio Companies
that do not pay dividends on their common stock. The Partnership has
generally structured investments to obtain an interest return competitive
with current long-term financing rates available from other sources. At
December 31, 1997, the only debt securities held by the Partnership are the
notes held in Danzer Corporation, UNICO, Inc., moreover, UNICO is currently
in arrears on their debt to the Partnership and the Managing General Partner
is uncertain whether these positions will provide the Partnership with any
significant interest income going forward.
Further, the Partnership may, in some cases, receive placement fees,
draw-down fees and similar types of income. It might also receive management
fee income, although it may not generally require such for sitting on the
board of directors of a Portfolio Company.
Generally, management fees received by the Managing General Partner (or
its personnel) for services to a Portfolio Company will be paid to the
account of the Partnership. The exception to this rule would apply to
payments to the Managing General Partner or affiliate of designee thereof for
unusual services performed for the Portfolio Company, which are unrelated to
and not required by the Portfolio Investment in such Portfolio Company and
that are beyond the Partnership's contemplated management assistance to
Portfolio Companies (i.e., beyond providing for director designees and
limited consultation services in connection therewith). These payments would
be made to the Managing General Partner or such other person only with the
approval of the Independent General Partners based, in part, on the
determination that payments for such services are no greater than fees for
comparable services charged by unaffiliated third parties, and subject to
limitations and requirements imposed by the 1940 Act.
While it will be the general principle that the Managing General Partner
and its officers and directors occupy a fiduciary relationship to the
Partnership and shall not receive outside compensation of advantage in
conflict with that relationship, neither the Managing General Partner nor its
officers and directors are prohibited from receiving other income from non-
conflicting sources.
The Managing General Partner has formed other investment partnerships to
make similar portfolio investments and may, in the future form additional
similar investment funds. Specifically, in 1991, Renaissance Group formed
Renaissance II and raised approximately $42,874,000, in a private placement
offering for the purpose of making primarily convertible debenture
investments in small and medium size public companies. Renaissance II is
currently fully invested. In the Spring of 1994, Renaissance Group formed
Renaissance III which is also a BDC with investment objectives similar to
those of the Partnership and completed an offering in 1994 that raised
approximately $41,489,500 of investment capital. Over the course of its
life, Renaissance III has made fourteen investments having an aggregate cost
<PAGE>
<PAGE 21>
of $33,148,232, and is actively seeking additional investment opportunities.
In the spring of 1996, Renaissance Group formed Renaissance U.S. Growth and
Income Trust PLC ("RUSGIT") a public limited company registered in England
and Wales, listed on the London Stock Exchange, which invests in privately
placed convertible debentures issued by companies similar to the investments
of the Partnership. RUSGIT will invest primarily on a pari-passu basis with
Renaissance III. In 1996, RUSGIT raised investment capital of approximately
$30,789,000, and as of December 31, 1997 had made eight investments having a
total cost of $14,353,750.
The determination regarding the existence of a conflict of interest
between these affiliated investment funds and the Partnership, and the
resolution of any such conflict, shall vest in the discretion of the General
Partners, subject to the requirements and restrictions of the 1940 Act.
Quarterly Payments to Limited Partners
It is intended that cash payments from operations be made to all Limited
Partners each quarter to provide them a cash return. Generally, this cash
distribution will be made from net profits and investment income. However,
in the event that net profits are not adequate from time to time, the
quarterly distributions may be made from capital, so long as capital is
sufficient to assure repayment of all obligations of the Partnership and such
capital distributions are permitted by applicable partnership law and the
1940 Act.
Such distributions are currently permitted under the Revised Texas
Limited Partnership Act and under the 1940 Act, provided that, under the
Revised Texas Limited Partnership Act, distributions cannot be made if
Partnership assets are not sufficient to pay Partnership obligations and
Limited Partners may be liable for the repayment of distributions if any are
received in contravention of this restriction.
Further, quarterly distributions may be increased or decreased from time
to time to reflect increases or decreases in current rates of investment
income. The intention is to provide each Limited Partner a current return
compatible with present economic conditions.
The accounting records are maintained on a calendar quarter basis with
the fiscal year ending on December 31. Accordingly, quarterly distributions
will be made to Limited Partners of record as of the end of each quarter and
mailed to each Limited Partner's address of record within 30 days of the end
of the quarter. The lack of liquidity in the Partnership, as discussed
below, prevented further distributions in the last three quarters of 1995 and
all of 1996 and 1997.
To the extent that officers of the Managing General Partner are holders
of Partnership interests they will be the recipient of such distributions.
OPTIONAL DISTRIBUTIONS OF OPERATION PROFITS AND CAPITAL GAINS
In addition to the quarterly distributions, it is intended that, as the
<PAGE>
<PAGE 22>
Partnership achieves operation profits and net capital gains or realizes
increased portfolio values such as through stock distributions or exchanges,
such increased values, profits and gains will be available for distribution
to the Partners in cash or assets.
So long as the Limited Partners have received distributions sufficient
to provide them a cumulative simple annual return of at least ten percent
(10%) on their Capital Contributions in the Units (the "10% Performance
Base"), the Managing General Partner also will become eligible for capital
gains performance distributions. The Managing General Partner's performance
distribution on net capital gains ("Performance Distributions") will be
twenty percent (20%), once the Partnership's distributions to the Limited
Partners exceed the 10% Performance Base.
No Performance Distributions shall be paid to the Managing General
Partner unless the Partnership has increased in value and such increase in
value has been realized and is paid out to the Limited Partners or is
distributed to the Limited Partners. Further, no Performance Distributions
shall be paid to the Managing General Partner unless adequate provision has
been made for any unrealized depreciation with respect to the Portfolio
Investments and adequate reserves are established for payment of all
obligations of the Partnership. Moreover, no Performance Distributions shall
be paid to the Managing General Partner to the extent that, making such
distributions would result in the Managing General Partner's receiving
cumulative Performance Distributions in excess of twenty percent (20%) of the
cumulative net capital gains realized by the Partnership (net of realized
capital losses and unrealized net capital depreciation) in accordance with
the 1940 Act.
The Performance Distributions cannot be adjusted without the consent of
all of the Limited Partners, except if required by order of a regulatory
agency.
LIQUIDITY AND CAPITAL RESOURCES
In 1990, the Partnership raised initial capital in a private placement
offering and after administrative and offering expenses, broker's commissions
and management fees had a net available capital for investments of
approximately $12,100,000.
Pending selection of investments in Portfolio Investments, the
Partnership's available capital was invested in U.S. government obligations.
Thereafter in 1990 and 1991 investments were made in ten separate Portfolio
Companies with investment funds being obtained from reduction of the
temporary investments. During the year 1990, the Partnership invested in two
Portfolio Investments aggregating $2,750,000. During 1991, the Partnership
made eight Portfolio Investments aggregating $7,856,000.
During the year ended December 31, 1992, the Partnership sold one
investment having a cost of $306,000 for a net consideration of $427,480,
realizing a gain of $121,480; and received repayment in full of one
investment loan in the face amount of $1,500,000. In addition in 1992, the
<PAGE>
<PAGE 23>
Partnership funded follow-on investments to existing Portfolio Investments
amounting to $1,600,000.
During the year ended December 31, 1993, the Partnership made no sales
of investments nor did it obtain any investment reductions. In addition, in
1993, the Partnership funded follow-on investments to existing Portfolio
Investments amounting to $325,000.
During the year ended December 31, 1994, the Partnership converted its
investment in MaxServ to common stock and subsequently sold 474,000 shares of
MaxServ having a cost of $355,500 for a net consideration of $2,169,997
realizing a gain of $1,814,497. Also during 1994 the Partnership wrote off
its investment on AFN Inc. and realized a loss of $1,500,000. In addition in
1994, the Partnership funded follow-on investments to existing Portfolio
Investments amounting to $345,000.
For the year ended December 31, 1995, the Partnership sold 10,000 shares
of MaxServ common stock for net proceeds of $31,247 realizing a gain of
$23,747. In addition, the Partnership made follow-on investments to existing
Portfolio investments amounting to $376,750. For the year ended December 31,
1996, the Partnership sold an additional 182,667 shares of MaxServ, Inc.
common stock for net proceeds of $735,747 realizing a gain of $598,747. Also
during 1996, the Partnership wrote off its investment in Microlytics, Inc.
and a portion of ins investment in CEL Communications, Inc. A loss of
$1,698,761 was recorded on Microlytics, Inc. and $700,000 loss was realized
on the investment in CEL Communications, Inc. upon the foreclosure and
creation of Sunrise Media LLC. In addition, the Partnership made follow-on
investments on existing portfolio investments of $253,249 and advanced
$34,983 to Sunrise Media LLC.
For the year ended December 31, 1997, the Partnership sold 235,000
shares of common stock of Biopharmaceutics, Inc. for net proceeds of
$128,611, resulting in a gain of $69,412, and sold its remaining shares in
MaxServ, Inc. for $2,998,688, representing a gain of $2,698,688. Also during
1997, the Partnership made $745,000 in follow on investments, inclduing
$300,000 advanced to Sunrise Media, LLC. In addition, a loss of $750,000 was
realized on the Partnership's investment in International Movie Group.
No cash distributions were made to Limited Partners in 1997 or 1996.
Cash distributions to Limited Partners amounted to $175,000 in 1995. Cash
provided by (used in) operating activities amounted to ($1,823,346),
($393,615), and $192,073 in 1997, 1996, and 1995, respectively.
The Partnership's other sources of available capital for investment will
be interest income and transnational fees charged by the Partnership with
respect to the Portfolio Investments, and director fees paid by Portfolio
Companies to the Partnership's director designees (although it is likely that
most of the Portfolio Companies will not pay director fees). Other sources
of available capital include gains from capital transactions.
As discussed above, the Portfolio Investments will generally have an
initial fixed term of seven years, with payments of interest only for an
<PAGE>
<PAGE 24>
initial term of three to five years. Further, Portfolio Investments will be
individually negotiated, non-registered for public trading, and will be
subject to legal and contractual investment restrictions. Accordingly,
Portfolio Investments will generally be considered non-liquid, and it is not
contemplated that any capital gains from liquidation will be realized in the
near future. During 1994, one investment in the face amount of $800,000 was
converted into common stock having no fixed dividend provisions and two (2)
investments having a face amount of $1,720,000 were exchanged for preferred
stock, which preferred stock, does have a dividend requirement but is subject
to earnings of the respective Portfolio Companies. As a result of these
conversions and exchanges, the Partnership's interest income has shown a
marked decline. In 1995, the Partnership provided an allowance for
uncollectible interest of $803,000 which is reflected in the sharp decline
when compared to 1994 interest income. In 1996, interest income increased as
a result of Biopharmaceutics issuing a new debenture for payment of interest
much of which was reserved in prior years. The increase in dividend income
was represented by the issuance of common stock from Danzer for the
accumulated dividends due on its preferred stock. At December 31, 1997, the
Partnership had converted debt positions in Biopharmaceutics, Danzer, and IMG
into equity. This leaves the Partnership with $71,000 in debt of Danzer,
$274,000 in debt of UNICO, and $200,000 in advances to Sunrise. These
positions will not generate a substantial amount of interest income going
forward. Moreover, the UNICO and Sunrise debts are currently in arrears,
thereby causing the Managing General Partner to be uncertain whether these
positions will provide the Partnership with any interest income in the
future.
Another possible source of available capital is debt. However, the
Registrant does not presently intend to make leveraged investments.
Therefore, a lack of liquidity will generally only affect the ability to make
new investments and make distributions to Limited Partners.
In 1996, the lack of liquidity resulted in accounts payable to the
Managing General Partner increasing to $834,071. This increase was
represented by administrative and legal expenses paid by the Managing Partner
on behalf of the Partnership and the management fee waived by the Managing
General Partners.
In 1997, the Partnership realized gains from the sale of stock in
MaxServ, Inc., and Biopharmaceutics, Inc., allowing payment of a large
portion of this payable to the Managing General Partner.
Another source of available capital is additional equity resulting from
an additional offering of Limited Partnership Interests. The Registrant had
no present plans to offer additional Interests.
The Partnership's ability to improve liquidity and make regular
distributions will depend upon the Partnership's success in realizing a
return of investment cost and the realization of capital gain from sale of
equity securities resulting from debt conversion to equity.
Because of the decrease in income and the additional follow-on
<PAGE>
<PAGE 25>
investments in portfolio companies, the Partnership's liquidity has been
substantially impaired. Accordingly, the Partnership has reduced its rate of
distributions and has deferred payment of management fees owed to the
Managing General Partner. Until such time as liquidity is improved from
either sale of investments or loan repayments, it is anticipated that
distributions to Limited partners will be reduced or even curtailed.
RESULTS OF OPERATIONS
1997 Compared to 1996
During 1997, the Partnership made follow-on investments to existing
Portfolio Investments in the aggregate amount of $745,000 including advances
to Sunrise and contributions and with the exception of the sale of MaxServ
and Biopharmaceutics, Inc. shares, essentially maintained its existing
Portfolio Investments. Interest Income decreased to $183,416 in 1997 from
$341,446 in 1996, primarily as a result of Biopharmaceutics, Inc. debentures
and interest due being converted to common stock.
The estimated fair value of the Portfolio Investment, as determined by
the Managing General Partner, indicates a unrealized depreciation on
investments of $2,849,578 in 1997 compared to $3,991,617 of unrealized
appreciation in 1996. Because of the inherent uncertainty of valuations, the
estimated Fair Value as determined by the Managing General Partner and
approved by the Independent General Partners may vary significantly from the
values that would have been used, had a ready market for the securities
existed, and the differences could be material. (See Item 1 - "Business -
Narrative Description of the Business" Item 13 - "Certain Relationships and
Related Transactions - Valuation of Investments").
After reviewing International Movie Group's final plan of
reorganization, the Independent General Partners and the Managing General
Partner realized a $750,000 loss, bringing the carrying value of the
Partnership's position in the Company's common stock to $750,000. The
Partnership's portion of the loss in Sunrise Media in 1997 was $383,085
compared to $27,850 in 1996.
General and administrative expense increased in 1997 to $731,892
primarily as a result of increased outside legal cost and related contract
services and travel. The Managing General Partner incurred approximately
$45,000 of administrative expenses in 1997 for the Partnership. In 1996, the
lack of liquidity resulted in accounts payable to the Managing General
Partner of $834,071. The Partnership realized gains from the sale of stock
in MaxServ, Inc. and Biopharmaceutics, Inc., allowing payment of a large
portion of this payable to the Managing General Partner.
Management fees to the Managing General Partner for 1997 were $228,363
compared to 193,491 in 1996. No distributions were declared or made to the
Limited or General Partners.
1996 Compared to 1995
<PAGE>
<PAGE 26>
During 1996, the Partnership made follow-on investments to existing
Portfolio Investments in the aggregate amount of $253,249 and, with the
exception of the sale of MaxServ shares and the write-off of Microlytics,
Inc., essentially maintained its existing Portfolio Investments when
considering the investment in Sunrise Media LLC. Interest income increased
to $341,446 in 1997 from $33,023 in 1996, primarily as a result
Biopharmaceutics issuing a new debenture in payment of its interest. The
increase in dividend income to $352,690 resulted from the issuance of common
stock of Danger as payment of the past accumulated unpaid dividends on
Danger's preferred stock, prior to conversion.
The estimated fair value of the Portfolio Investments, as determined by
the Managing General Partner, indicates an unrealized appreciation on
investments of $3,991,617 in 1996. Because of the inherent uncertainty of
valuations, the estimated Fair value as determined by the Managing General
Partner and approved by the Independent General Partners, may vary
significantly from the values that would have been used had a ready market
for the securities existed, and the differences could be material. (See Item
1 - "Business - Narrative Description of the Business" and Item 13 - "Certain
Relationships and Related Transactions - Valuation of Investments").
General and administrative expense increased in 1996 to $408,654
primarily as a result of increased outside legal costs and related contract
services and travel. The Managing General Partner incurred approximately
$402,949 of administrative expenses in 1996, for the Partnership and was
reimbursed approximately $238,707. This coupled with unpaid fees resulted in
the payables to the Managing General Partner increasing to $834,071. Without
further liquidation of assets, the Partnership will continue to require
advances from the Managing General Partner.
Management fees to the Managing General Partner decreased to $193,491,
the result of the decision of the Managing General Partner to defer any
portion of the management fee attributable to unrealized appreciation until
such time as such appreciation is realized.
No distributions were declared or made to the Limited or General
Partners.
Item 8. Financial Statements and Supplementary Data.
For the Index to Financial Statements, see "Index to Financial
Statements" on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Part III
Certain information required by Part III is omitted from this Annual
Report on Form 10-K in that the Registrant will file its definitive Proxy
<PAGE>
<PAGE 27>
Statement (the "Proxy Statement") for its Annual Meeting of Limited Partners
to be held on May 29, 1998 pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended, not later than 120 days after the end of
the fiscal year covered by this Report, and certain information included in
the Proxy Statement is incorporated herein by reference.
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item is incorporated by reference to
the sections entitled "Information Regarding General Partners," "Background
and Experience of Independent General Partners" and "Background and
Experience of Directors and Officers of Renaissance Group" in the Proxy
Statement.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to
the section entitled "Compensation Paid to General Partners" in the Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is incorporated by reference to
the sections entitled "Unit Ownership" and "Ownership of Securities of
Managing General Partner" in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated by reference to
the section entitled "Certain Relationships and Related Transactions" in the
Proxy Statement.
Part IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
Documents filed as part of this Form 10-K
Financial Statements: The financial statements filed as part of this
report are listed in "Index to Financial Statements" on page F-1 hereof.
Financial Schedules
None are Presented as none are applicable.
Reports on Form 8-K
The Registrant did not file a report on Form 8-K during the fourth
quarter of 1997.
Exhibits
<PAGE>
<PAGE 28>
3.1 Renaissance Capital Partners, Ltd. Restated Articles of Limited
Partnership dated as of March 31, 1990 (1)
10.1 Investment Advisory Agreement, as of May 30, 1990, as amended and
restated on March 19, 1991 and March 7, 1994 (1)(2)
(1) Incorporated by reference to the Registrant's Form 10-K for the year
ended December 31, 1990 filed with the Securities and Exchange Commission.
(2) Incorporated by reference from the Registrant's 1997 Proxy to be
filed with the Securities and Exchange Commission on or around April 16,
1998.
<PAGE>
<PAGE 29>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 1998
Renaissance Capital Partners, Ltd.
(Registrant)
By: Renaissance Capital Group, Inc.
Managing General Partner
By:________\s\______________
Russell Cleveland, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dare indicated Signatures.
Signatures Capacity in Which Signed Date
_____\s\_________
Russell Cleveland Chairman, President & Director March 31, 1998
of the Managing General Partner
of the Registrant (Principal
Executive Officer and Principal
Operating Officer)
_____\s\_________
Barbe Butschek Senior Vice President, Secretary March 31, 1998
and Treasurer and Chief
Financial Officer
_____\s\_________
Ernest C. Hill Independent General Partner March 31, 1998
______\s\________
Don M. Patterson Independent General Partner March 31, 1998
<PAGE>
<PAGE 30>
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-2
Statements of Assets, Liabilities and
Partners' Equity, December 31, 1997 and 1996 F-3
Statements of Investments-
December 31, 1997 and 1996 F-4 through F-7
Statements of Operations-Years ended
December 31, 1997, 1996, and 1995 F-8
Statements of Partner's Equity-Years ended
December 31, 1997, 1996, and 1995 F-9
Statements of Cash Flows-Years ended
December 31, 1997, 1996, and 1995 F-10 through F-11
Notes to Financial Statements F-12 through F-17
<PAGE>
<PAGE 31>
RENAISSANCE CAPITAL PARTNERS, LTD.
Financial Statements
December 31, 1997, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE F2>
INDEPENDENT AUDITORS' REPORT
The Partners
Renaissance Capital Partners, Ltd.:
We have audited the accompanying statements of assets, liabilities and
partners' equity of Renaissance Capital Partners, Ltd., including the
statements of investments, as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements 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 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 verification and confirmation of investments owned as
of December 31, 1997 and 1996, by examination of securities held in
safekeeping for the Partnership and 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 referred to above present fairly, in
all material respects, the financial position of Renaissance Capital
Partners, Ltd. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP
February 4, 1998
Dallas, Texas
<PAGE>
<PAGE F3>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Assets, Liabilities and Partners' Equity
December 31, 1997 and 1996
Assets 1997 1996
<S> <C> <C>
Cash and cash equivalents $ 652,529 56,723
Investment in Sunrise Media LLC (note 4) 1,636,745 1,757,133
Investments at fair value, cost
of $6,683,825 in
1997 and $7,203,109 in 1996 (note 4) 7,855,372 11,224,234
Interest receivable 35,957 37,125
Other assets 105,474 1,065
$ 10,286,077 13,076,280
Liabilities and Partners' Equity
Liabilities:
Accounts payable $11,872 51,627
Accounts payable -
affiliate(note 3) 60,833 834,071
Total liabilities 72,705 885,698
Partners' equity (notes 5 and 6):
General partner 1,185 48,638
Limited partners (128.86 units
outstanding) 10,212,187 12,141,944
Total partners' equity 10,213,372 12,190,582
Commitments and contingencies
(notes 3 and 4)
$ 10,286,077 13,076,280
Limited partners' equity per
limited partnership unit $ 79,250 94,226
<FN>
<F1>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE F4>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments
December 31, 1997 and 1996
1997
Interest Due Fair
rate date Cost value
<S> <C> <C> <C> <C>
Eligible Portfolio
Investments -Notes Receivable
Valued at fair value as
determined by the General
Partners (note 4):
Danzer Corp. (formerly Global
Environmental Corp.) -
air pollution
control equipment:
Note receivable 10.0% 9/30/98 $71,000 71,000
UNICO, Inc. - cooperative
direct mailing
advertising (1):
Note receivable 10.0 various 224,000 224,000
Note receivable 9.25 12/15/98 50,000 50,000
345,000 345,000
<FN>
<F1>
1 - Interest payments under the terms of the notes receivable are delinquent
</FN> as of December 31, 1997.
</TABLE>
(Continued)
<PAGE>
<PAGE F5>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments, Continued
1997
Shares Cost Fair
value
<S> <C> <C> <C>
Eligible Portfolio Investments -
Common and Preferred Stock
Valued at fair value as determined
by the General Partners (note 4):
Danzer Corp. (formerly Global
Environmental Corp.) -
air pollution control equipment:
Common 10,043,792 $ 2,510,948 1,462,061
International Movie Group,
Inc. independent film distributor:
Common 398,875 750,000 750,000
UNICO, Inc. - cooperative direct
mail advertising:
Series C convertible preferred 1,589,220 1,589,220 526,000
4,850,168 2,738,061
Other Portfolio
Investments - Common Stock
Valued at fair value as
determined by the General
Partners (note 4):
Biopharmaceutics, Inc. -
pharmaceuticals:
Common 2,736,063 1,488,657 4,772,311
6,683,825 7,855,372
</TABLE>
(Continued)
<PAGE>
<PAGE F6>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments, Continued
1996
Interest Due Fair
rate date Cost value
<S> <C> <C> <C> <C>
Eligible Portfolio
Investments -
Convertible Debentures
and Note Receivable
Valued at fair value as
determined by the General
Partners (note 4):
International Movie Group,
Inc. - independent
film distributor (1):
Convertible debenture 12.0% 3/3/98 $ 1,500,000 750,000
UNICO, Inc. -
cooperative direct
mail advertising:
Note receivable 9.25 12/15/98 50,000 50,000
1,550,000 800,000
Other Portfolio
Investments - Convertible
Debentures
Valued at fair value as
determined by the General
Partners (note 4):
Biopharmaceutics, Inc. -
pharmaceuticals:
Convertible debentures 12.5 10/1/98 1,102,941 1,967,416
<FN>
<F1>
1 - Interest payments under the terms of the convertible debentures were
delinquent as of December 31, 1996.
</FN>
</TABLE>
(Continued)
<PAGE>
<PAGE F7>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments, Continued
1996
Fair
Shares Cost value
<S> <C> <C> <C>
Eligible Portfolio Investments -
Common and Preferred Stock
Valued at fair value as determined
by the General Partners (note 4):
Global Environmental Corp. -
air pollution control equipment:
Common 9,443,795 $ 2,360,948 3,556,348
MaxServ, Inc. - technical
information databases:
Common 400,000 300,000 2,747,250
UNICO, Inc. - cooperative
direct mail advertising:
Series C convertible preferred 1,589,220 1,589,220 1,589,220
4,250,168 7,892,818
Other Portfolio
Investments - Common Stock
Valued at fair value as determined
by the General Partners (note 4):
Biopharmaceutics, Inc. -
pharmaceuticals:
Common 1,200,000 300,000 564,000
$ 7,203,109 11,224,234
<FN>
<FN1>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE F8>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Operations
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
<S> <C> <C> <C>
Income:
Interest $ 183,416 341,446 33,023
Dividends 14,192 352,690 6,609
197,608 694,136 39,632
Expenses (note 3):
General and administrative 731,892 408,654 184,922
Management fees 228,363 193,491 243,169
960,255 602,145 428,091
Operating income (loss) (762,647) 91,991 (388,459)
Investment income (loss) (note 4):
Loss from investment in Sunrise
Media LLC (383,085) (27,850) -
Net unrealized appreciation
(depreciation) on investments (2,849,578) 3,991,617 (2,746,554)
Net realized gain (loss) on
investments 2,018,100 (1,791,014) 23,747
Investment ncome Investment Income
(loss) (1,214,563) 2,172,753 (2,722,807)
Net income (loss) $(1,977,210) 2,264,744 (3,111,266)
Limited Partners' share of net
income (loss) $(14,975.61),
$17,399.48 and $(23,903.10)
per unit for 1997, 1996 and
1995,respectively $(1,929,757) 2,242,097 (3,080,153)
General Partner's share of
net income (loss) (47,453) 22,647 (31,113)
Net income (loss) $(1,977,210) 2,264,744 (3,111,266)
<FN>
<F1>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE F9>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Partners' Equity
Years ended December 31, 1997, 1996 and 1995
General Limited Total
<S> <C> <C> <C>
Balance, December 31, 1994 $ 57,104 13,055,000 13,112,104
Net loss (31,113) (3,080,153) (3,111,266)
Distributions (notes 5 and 6 ) - (75,000) (75,000)
Balance, December 31, 1995 25,991 9,899,847 9,925,838
Net income 22,647 2,242,097 2,264,744
Balance, December 31, 1996 48,638 12,141,944 12,190,582
Net loss (47,453) (1,929,757) (1,977,210)
Balance, December 31, 1997 $ 1,185 10,212,187 10,213,372
<FN>
<F1>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<PAGE F10>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,977,210) 2,264,744 (3,111,266)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Amortization of organization costs - - 5,250
Net unrealized (appreciation)
depreciation on investments 2,849,578 (3,991,617) 2,746,554
Loss from investment in Sunrise
Media LLC 383,085 27,850 -
Net realized (gain) loss on
investments (2,018,100) 1,791,014 (23,747)
(Increase) decrease in interest
receivable (143,297) (700,410) 142,379
Increase in other assets (104,409) (1,065) -
Increase (decrease) in accounts
payable (39,755) 51,627 -
Increase (decrease) in accounts
payable - affiliate (773,238) 164,242 432,903
Net cash provided by (used in)
operating activities (1,823,346) (393,615) 192,073
Cash flows from investing activities:
Contribution to investment in Sunrise
Media LLC (262,697) (34,983) -
Proceeds from sale of investments 3,126,849 735,747 31,247
Purchase of investments (445,000) (253,249) (376,750)
Net cash provided by (used in)
investing activities 2,419,152 447,515 (345,503)
Cash flows from financing activities:
- distributions to limited partners - - (175,000)
Net increase (decrease) in cash and
cash equivalents 595,806 53,900 (328,430)
Cash and cash equivalents at the
beginning of the year 56,723 2,823 331,253
Cash and cash equivalents at the
end of the year $652,529 56,723 2,823
</TABLE>
<PAGE>
<PAGE F11>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Cash Flows, Continued
[FN]
<F1>
Noncash investing and financing transactions:
<F2>
During 1997, $144,465 of interest receivable was capitalized as investments
in common stock.
<F3>
During 1996, $991,474 of interest receivable was capitalized as investments
in preferred and common stock.
<F4>
During 1996, $1,750,000 of investments was reclassed to investment in Sunrise
Media LLC as the Partnership foreclosed on the assets of CEL Communications,
Inc. (see note 4).
<F5>
During 1995, $130,982 of notes receivable was reclassed to interest
receivable.
<F6>
See accompanying notes to financial statements.
</FN>
<PAGE>
<PAGE F12>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1997, 1996 and 1995
(1) Organization and Business Purpose
Renaissance Capital Partners, Ltd. (the "Partnership"), a Texas limited
partnership, was formed in 1989. The Partnership offered to sell units of
limited partners' interest ("Units") in the Partnership. Net contributions
of $12,114,964 from sale of Units had been received upon final closing of the
Partnership on June 14, 1991. The Partnership was formed for the purpose of
obtaining investment income and gains through providing long-term growth
capital, principally in the form of loans convertible into common stock, to
smaller publicly held companies. The Partnership has elected to be treated
as a business development company under the Investment Company Act of 1940
("1940 Act"), as amended. The Partnership will terminate upon liquidation of
all of its investments, but no later than June 14, 1999, subject to the right
of the Managing General Partner with the concurrence of at least one of the
two independent general partners (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) Valuation of Investments
Portfolio investments are stated at quoted market or fair value as
determined by the Managing General Partner and approved by the Independent
General Partners (note 4). Securities held by the Partnership are primarily
unregistered and their value does not necessarily represent the amounts that
may be realized from their immediate sale or disposition.
(b) Statements of Cash Flows
The Partnership considers all highly liquid debt instruments with
original maturities of three months or less to be cash equivalents.
(c) Net Income (Loss) per Limited Partnership Unit
Net income (loss) per limited partnership unit is based on the weighted
average number of limited partnership Units outstanding during the year
(128.86 units).
(d) Federal Income Taxes
In accordance with Federal income tax regulations, no income taxes are
levied on a partnership, but rather on the individual partners. Consequently,
<PAGE>
<PAGE F13>
no Federal income taxes have been reflected in the accompanying financial
statements.
(e) Management Estimates
Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these financial
settlements in conformity with generally accepted accounting principles.
Actual results could differ from these estimates.
(3) Management and Organization Fees
Renaissance Capital Group, Inc. (the "Managing General Partner"), serves
as the investment adviser for the Partnership. The Managing General Partner
is registered as an investment adviser under the Investment Advisers Act of
1940. Pursuant to an Investment Advisory Agreement, the Managing General
Partner performs certain services, including certain management, investment
advisory and administrative services necessary for the operation of the
Partnership. In addition, under this agreement, the Managing General Partner
is reimbursed by the Partnership for certain administrative expenses. A
summary of fees and reimbursements paid by the Partnership under the
Investment Advisory Agreement, the Partnership Agreement and the original
offering document are as follows:
The Managing General Partner received a fee equal to one-half of one
percent (0.5%) of the initial limited partnership contributions at the
initial closing date of the Partnership and is entitled to receive quarterly
fees thereafter equal to 0.5% of Total Assets, as defined in the Partnership
Agreement. For the years ended December 31, 1997, 1996 and 1995, the
Partnership incurred $228,363, $193,491 and $243,169, respectively, for such
management fees. For the years ended December 31, 1997, 1996 and 1995, the
Managing General Partner elected to calculate the quarterly fee based on the
lesser of contributed capital or Net Assets. If the Managing General Partner
had elected to calculate the quarterly fee solely based on Total Assets, the
fee would have been approximately $234,000 greater than the cumulative fee
charged.
During 1997, 1996 and 1995, the Managing General Partner incurred
approximately $45,000, $403,000 and $131,000, respectively, of administrative
expenses on behalf of the Partnership. Such amounts are included in general
and administrative expenses in the accompanying statements of operations.
The Partnership reimbursed approximately $290,000, $239,000 and $0 to the
Managing General Partner during 1997, 1996 and 1995, respectively.
Accordingly, the unreimbursed amounts included in accounts payable-affiliate
in the accompanying statements of assets, liabilities and partners'
equity as of December 31, 1997 and 1996 were approximately $9,000 and
$254,000, respectively.
<PAGE>
<PAGE F14>
Each of the Independent General Partners receives a quarterly fee of
$6,000 and reimbursement of expenses incurred on behalf of the Partnership.
Such amounts are included in general and administrative expenses in the
accompanying statements of operations.
(4) Investments
The Partnership invests in convertible debentures and other securities
of companies that qualify as Eligible Portfolio Companies as defined in
Section 2(a)(46) of the 1940 Act or in securities that otherwise qualify for
investment as permitted in Section 55(a)(1) through (5) of the 1940 Act.
Under the provisions of the 1940 Act, as a business development company, at
least 70% of the Partnership's funds, as defined under the 1940 Act, must be
invested in Eligible Portfolio Companies. Investments of the Partnership are
carried in the statements of assets, liabilities and partners' equity as of
December 31, 1997 and 1996 at quoted market or fair value, as determined in
good faith by the Managing General Partner and approved by the Independent
General Partners.
The debentures held by the Partnership are convertible, at any time,
into the common stock of the borrower at a set conversion price. The common
stock acquired upon exercise of the conversion feature is generally
unregistered and is thinly to moderately traded, but is not otherwise
restricted. The Partnership generally may register and sell such securities
at anytime with the Partnership paying the costs of registration. Interest
is generally payable quarterly and all debentures have sinking fund
provisions beginning three to four years from issue date. The debentures
generally have call options, usually commencing three years subsequent to
issuance, at prices specified in the debenture agreements.
The Partnership Agreement and the original offering document specify
that securities held by the Partnership shall be valued as follows:
The Managing General Partner will, on a quarterly basis, prepare a
valuation of the Partnership assets, including the investment portfolio and
any other investments.
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.
Initially the investments will be primarily in nonpublicly-traded
convertible debentures, and in other instances the Partnership will hold
restricted securities. Therefore, market quotations will not always be
available for investment valuation. In such cases, the securities will be
valued by the Managing General Partner at fair value pursuant to the
<PAGE>
<PAGE F15>
following standards:
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. For securities
that are in a class of publicly traded securities that are restricted from
free trading (such as Rule 144 securities), valuation will be established by
appropriately discounting the closing sales or bid price to reflect the
illiquidity caused by such restriction.
Conversely, if the underlying stock has appreciated in value and the
conversion feature justifies a premium value, such premium will of necessity
be recognized. Further, if the known market value of a stock holding
indicates that an appreciated value may be realized on sale of a restricted
stock, such investment may be valued at such appreciated value regardless of
the fact that certain open-market sale restrictions apply.
The Managing General Partner, subject to the approval and supervision of
the Independent General Partners, will be responsible for determining fair
value. In the event that the Independent General Partners do not agree with
the valuations established by the Managing General Partner, they may retain
independent firms to review the Managing General Partner's methodology of
valuation or to conduct a valuation, and such appraisal shall be binding on
the Partnership.
As of December 31, 1997 and 1996, the Partnership held Eligible
Portfolio Investments with a market or fair value, as determined in good
faith by the Managing General Partner and approved by the Independent General
Partners, of $3,083,061 and $8,692,818, respectively. Such values were
determined using the methodology noted above. The valuation methods,
approved by the Independent General Partners, specifically include the
following:
Original cost
Quoted market value
The quoted market value of the underlying class of common stock that the
convertible debt or preferred stock may be converted into, less
estimated costs to sell and register the common stock
Original cost less a valuation reserve for collectibility concerns
In addition to the Eligible Portfolio Companies, the Partnership has
invested in other investments that do not meet the Eligible Portfolio Company
provisions of the 1940 Act. The investment in Biopharmaceutics, Inc. is
$4,772,311 for 2,736,063 shares of common stock as of December 31, 1997 and
$1,967,416 in convertible debentures and $564,000 for 1,200,000 shares of
common stock as of December 31, 1996. The convertible debentures have been
<PAGE>
<PAGE F16>
valued by the General Partners at the underlying quoted market value of the
class of common stock that the convertible debt could have been converted
into less estimated costs to register and sell the common stock. The common
stock has been valued by the General Partners at quoted market value less
estimated costs to sell the common stock. Biopharmaceutics, Inc. is not
considered an Eligible Portfolio Company due to the fact that
Biopharmaceutics, Inc. common stock was traded on a national exchange when
the Partnership investment was originally made.
The financial statements include securities of publicly-held companies
valued at $7,855,372 (76% of total assets) and $11,224,234 (86% of total
assets) as of December 31, 1997 and 1996, respectively, whose values have
been estimated by the Managing General Partner and approved by the
Independent General Partners in the absence of readily ascertainable market
values. Because of the inherent uncertainty of valuation, those estimated
values may differ significantly from the values that would have been used had
a ready market for the securities existed, and the differences could be
material.
During 1996, the Partnership wrote off its entire investment in CEL
Communications, Inc. (CEL). The Partnership foreclosed on assets of CEL
valued initially at $1,750,000 which are included in the investment in
Sunrise Media LLC (a conduit to hold the foreclosed assets of CEL) in the
accompanying financial statements. The Partnership realized a loss of
$700,000 as a result of the write-off of CEL in 1996. In 1997 and 1996, the
Partnership incurred losses of $383,085 and $27,850, respectively, from their
investment in Sunrise Media LLC, which are included in the accompanying
statements of operations. In addition the Partnership's investment in
Sunrise Media LLC includes $200,000 of advances for operations made in 1997
and $100,000 of contributed capital.
During 1997, the Partnership exchanged its convertible debenture in
International Movie Group, Inc. (IMG) for common stock of IMG. Such exchange
resulted in the Partnership owing 398,875 shares of common stock in IMG which
is being reorganized under federal bankruptcy rules. This exchange and
corresponding basis change resulted in the Partnership realizing a loss of
$750,000 in 1997.
As of December 31, 1997 and 1996, the net unrealized appreciation
associated with investments held by the Partnership was $1,171,547 and
$4,021,125, respectively.
(5) Partners' Equity
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 in the Partnership Agreement, are allocated 1% to the
Managing General Partner and 99% to the Limited Partners, except prior to the
initial closing date when all items were allocated 99% to the Managing
<PAGE>
<PAGE F17>
General Partner and 1% to the Initial Limited Partner.
All items of net gain of the Partnership resulting from a Capital
Transaction, defined in the Partnership Agreement as a sale or disposition of
any portfolio investment (defined under the 1940 Act), are allocated such
that first the Limited Partners receive a cumulative simple annual return of
10% on their gross capital contributions and any remaining capital gains (net
of capital losses and unrealized depreciation) are allocated 20% to the
Managing General Partner and 80% to the Limited Partners. All items of net
capital loss resulting from Capital Transactions are allocated 1% to the
Managing General Partner and 99% to the Limited Partners. As of December 31,
1997, 1996 and 1995, the net unrealized appreciation was allocated 99% to the
Limited Partners. If investments in convertible debentures and other
investments had been disposed of at their fair values, as determined by the
Managing General Partner and approved by the Independent General Partners,
under the terms of the Partnership Agreement and Investment Advisory
Agreement, there would have been no additional allocation available to the
Managing General Partner under these terms as of December 31, 1997, 1996 and
1995.
Distributions to the Limited Partners are made at the discretion of the
Managing General Partner, in accordance with the Partnership Agreement. As a
result of decreasing cash resources in 1997 and 1996, the distributions to
the limited partners were discontinued. In addition, the Partnership has not
paid management fees or reimbursed the Managing General Partner for all
expenses incurred on its behalf for 1995, 1996 and 1997 (see note 3). As the
Partnership's investments are liquidated or other cash resources are
obtained, the Partnership expects to reinstate such payments in whole or in
part based upon Capital Transactions and the cash resources available. In
addition, the Managing General Partner has the discretion to discontinue
payment of the management fees or expense reimbursements if cash resources
are further limited.
(6) Other Related Party Transactions
Certain officers of the Managing General Partner purchased limited
partnership interests in the Partnership. Distributions to these officers as
a group for the year ended December 31, 1995 were $2,863. There were no
distributions in 1997 and 1996.
<PAGE>
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<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 8,320,570
<INVESTMENTS-AT-VALUE> 9,492,117
<RECEIVABLES> 35,957
<ASSETS-OTHER> 105,474
<OTHER-ITEMS-ASSETS> 652,529
<TOTAL-ASSETS> 10,286,077
<PAYABLE-FOR-SECURITIES> 0
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<OTHER-ITEMS-LIABILITIES> 72,705
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<NET-ASSETS> 10,213,372
<DIVIDEND-INCOME> 14,192
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<OTHER-INCOME> (383,085)
<EXPENSES-NET> 960,255
<NET-INVESTMENT-INCOME> (1,145,732)
<REALIZED-GAINS-CURRENT> 2,018,100
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<DISTRIBUTIONS-OF-INCOME> 0
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