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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED MARCH 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _________________
Commission File Number: 018581
RENAISSANCE CAPITAL PARTNERS, LTD.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
TEXAS 75-2296301
_____________________________________________________________________________
(State or other jurisdiction (I.R.S. Employer I.D. No.)
of incorporation or organization)
8080 NORTH CENTRAL EXPRESSWAY, DALLAS, TEXAS 75206-1857
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
214/891-8294
_____________________________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes (X) No
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RENAISSANCE CAPITAL PARTNERS, LTD.
STATEMENT OF ASSETS, LIABILITIES AND
PARTNERS' EQUITY
(Unaudited)
Assets December 31, 1997 March 31, 1998
<S> <C> <C>
Cash and cash equivalents $ 652,529 $ 609,457
Investment in Sunrise Media, LLC 1,636,745 1,587,192
Investments at market value,
cost of $6,683,825 and $6,762,825 7,855,372 6,392,762
Interest and fees receivable 35,957 48,666
Other assets 105,474 1,066
$10,286,077 $8,639,143
Liabilities and Partners' Equity
Accounts payable $ 11,872 $ 23,676
Accounts payable - related party 60,833 125,811
Total liabilities 72,705 149,487
Partners' equity:
General partner 1,185 (15,665)
Limited partners (128.86 units,
and 128.36 outstanding) 10,212,187 8,505,321
Total partners' equity 10,213,372 8,489,656
$10,286,077 $8,639,143
<FN>
<F1>
See accompanying notes to financial statements.
</F1>
</TABLE>
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<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
STATEMENT OF OPERATIONS
(Unaudited)
Three Months ended March 31,
1997 1998
<S> <C> <C>
Income:
Interest $ 40,479 $ 12,472
Other investment income 1,338 -
Dividends 884 7,087
Total income 42,701 19,559
Expenses:
General and administrative 95,948 70,752
Management fee 56,101 42,662
Total expenses 152,049 113,414
Investment income (loss) net (109,348) (93,855)
Net realized and unrealized gain
(loss) on investments:
Loss from investment in
Sunrise Media, LLC (57,044) (49,553)
Realized gains (losses) 768,100 -
Unrealized gains 3,352,293) (1,541,609)
Net increase (decrease) in net assets
resulting from operations $ (750,585) $(1,685,017)
Income (loss) per limited
partnership unit $ (5,767) $ (12,996)
<FN>
<F1>
See accompanying notes to financial statements.
</F1>
</FN>
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</TABLE>
<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
STATEMENT OF PARTNERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance, December 31, 1997 $ 1,185 $10,212,187 $10,213,372
Net Income (loss) (16,850) (1,668,167) (1,685,017)
Liquidation of partners interest - (38,699) (38,699)
Balance, March 31, 1998 $(15,665) $8,505,321 $8,489,656
<FN>
<F1>
See accompanying notes to financial statements.
</FN>
</TABLE>
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<TABLE>
RENAISSANCE CAPITAL PARTNERS, LTD.
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
1997 1998
<S> <C> <C>
Cash flows from operating activities:
Net increase (decrease) in net assets
resulting from operations $ (750,585) $(1,685,017)
Adjustments to reconcile net increase to
cash flows from operating activities:
Loss from Sunrise Media, LLC 57,044 49,553
Unrealized (gain) loss on investments 3,352,293 1,541,609
Realized (gain) on investments (2,768,100) -
(Increase) decrease in:
Accounts receivable (40,323) (12,709)
Other assets - 104,408
Increase (decrease) in:
Accounts payable (778,040) 76,782
Total adjustments (177,126) 1,759,643
Net cash flows from operating activities (927,711) 74,626
Cash flows from investing activities:
Net advance to Sunrise Media, LLC (62,697) -
Investments in notes receivable (374,000) (79,000)
Proceeds from sale of securities 3,126,850 -
Net cash flows from investing activities 2,690,153 (79,000)
Cash flows from financing activities:
Liquidation of partners interest - (38,698)
Net increase (decrease) in cash 1,762,442 (43,072)
Cash and cash equivalents at
beginning of period 56,723 652,529
Cash and cash equivalents at
end of period $1,819,165 $ 609,457
<FN>
<F1>
See accompanying notes to financial statements.
</FN>
</TABLE>
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RENAISSANCE CAPITAL PARTNERS, LTD.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
1. Organization and Business Purpose
Renaissance Capital Partners, Ltd. (the "Partnership"), a Texas limited
partnership, was formed on July 31, 1989. Limited Partnership contributions
of $12,886,000 were secured upon final closing of the Partnership on June 14,
1990. The Partnership seeks to achieve current income and long-term capital
appreciation by making investments primarily in private placement convertible
debt securities of smaller public companies. The Partnership has elected
to be treated as a business development company under the Investment Company
Act of 1940, as amended. The Partnership will terminate upon liquidation of
all its investments, but no later than June 14, 1998, subject to the right
of the Independent General Partners to extend the term for two additional
one-year periods if they determine that such extension is in the best
interest of the Partnership.
2. Summary of Significant Accounting Policies
A. Organizational Costs - Costs of organizing the Partnership were
capitalized and amortized on a straight-line basis over five years. These
costs were completely amortized during the quarter ended June 30, 1995.
B. Contributed Capital - Proceeds from the sale of the limited partnership
interests, net of related selling commissions and syndication costs, are
recorded as contributed capital.
C. Statement of Cash Flows - The Partnership considers all highly liquid
debt instruments with original maturities of three months or less to be cash
equivalents. No interest or income taxes were paid during the periods.
D. Valuation of Investments - The valuation of investments in debentures
which are convertible into unregistered securities is based upon the bid
price of the underlying securities obtained through normal market systems
less a discount for selling and registration costs. For those investments
not having an established market, the valuation is at the Partnership's costs
for the first six months after closing and will be redetermined by the
General Partners subsequent to that time period.
E. Management Estimates - The financial statements have been prepared in
conformity with generally accepted accounting principles. The preparation of
the accompanying financial statements requires estimates and assumptions made
by management of the Partnership that affect the reported amounts of assets
and liabilities as of the date of the statements of assets, liabilities and
partners' equity and income and expenses for the period. Actual results
could differ significantly from those estimates.
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F. Interest Income - Interest income is accrued on all debt securities
owned by the partnership on a quarterly basis. When it is determined that
the interest accrued will not be collected, the income for the quarter is
reduced to reflect the net interest earned during the period. Interest
accrued for the current quarter was $12,472, and the amount determined to be
uncollectible and charged against the income was $-0-.
3. Management
Renaissance Capital Group, Inc. (Renaissance), the Managing General
Partner, serves as the investment adviser for the Partnership. Renaissance
is registered as an investment advisor under the Investment Advisors Act of
1940. Pursuant to the management agreement, Renaissance will perform certain
services, including certain management, investment, and administrative
services, necessary for the operation of the Partnership. Renaissance is
entitled to quarterly fees equal to 0.5% of the Partnership assets at the end
of each quarter. On April 21, 1994, at the Annual Meeting of Limited
Partners, a proposal to amend the Advisory Agreement was ratified by the
Limited Partners. The agreement now dictates that to the extent any
portion of such fee is based on an increase in Net Asset Value attributable
to non-realized appreciation of securities or other assets that exceed
capital contributions, such portion of the fee shall be deferred and not
earned or payable until such time as appreciation or any portion thereof is
in fact realized and then such deferred fees shall be earned and paid in
proportion to the gains in fact realized. Fees due to Renaissance for the
three months ended March 31, 1998 were $42,662.
Renaissance is reimbursed by the Partnership for administrative expenses
paid by Renaissance on behalf of the Partnership. For the three months ended
March 31, 1998, the Partnership incurred reimbursable expenses of $22,317 and
reimbursed Renaissance $-0-.
In addition, the Partnership is served by two independent, individual
general partners (the "Independent General Partners"). The Independent
General Partners receive a quarterly fee of $6,000 each, payable in advance.
4. Federal Income Taxes
No provision has been made for Federal income taxes as the liability for
such taxes is that of the partners rather than the Partnership.
5. Partnership Agreement
Pursuant to the terms of the partnership agreement, all items of income,
gain, loss and deduction of the Partnership, other than any Capital
Transaction, as defined, will be allocated 1% to Renaissance and 99% to the
Limited Partners. All items of gain of the Partnership resulting from a
Capital Transaction shall be allocated such that the Limited Partners receive
a cumulative simple annual return of 10% on their capital contributions and
any remaining gains shall be allocated 20% to Renaissance and 80% to the
Limited Partners. All items of loss resulting from Capital Transactions
shall be allocated 1% to Renaissance and 99% to the Limited Partners.
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6. Investments
Investments of the Partnership are carried in the statements of assets,
liabilities and partners' equity at quoted market or fair value, as
determined in good faith by the Managing General Partner and approved by the
Independent General Partners.
For securities that are publicly traded and for which quotations are
available, the Partnership will value the investments based on the closing
sale as of the last day of the fiscal quarter, or in the event of an interim
valuation, as of the date of the valuation. If no sale is reported on such
date, the securities will be valued at the average of the closing bid and
asked prices.
Generally, debt securities will be valued at their face value. However, if
the debt is impaired, an appropriate valuation reserve will be established or
the investment discounted to estimated realizable value. Conversely, if the
underlying stock has appreciated in value and the conversion feature
justifies a premium value, such premium will of necessity be recognized.
The Managing General Partner, subject to the approval and supervision of
the Independent General Partners, will be responsible for determining fair
value.
<TABLE>
INVESTMENT VALUATION SUMMARY
CONVERSION
COST OR FACE VALUE FAIR VALUE
<S> <C> <C> <C>
BIOPHARMACEUTICS, INC.
Common Stock $ 1,488,657 $3,589,715 $3,553,818
DANZER CORP.
Common Stock 2,510,948 1,490,875 1,351,422
10% Tern Note 150,000 150,000 150,000
INTERNATIONAL MOVIE GROUP, INC.
Common Stock 750,000 750,000 500,000
UNICO, INC.
Series C Preferred Stock 1,589,220 1,589,220 563,522
9.25% Term Note 50,000 50,000 50,000
10% Term Notes 224,000 224,000 224,000
Subtotal: 6,762,825 7,843,810 6,392,792
OTHER INVESTMENTS
SUNRISE MEDIA, LLC
Note Receivable 200,000 200,000 200,000
Equity Investment 1,387,192 1,387,192 1,387,192
$8,350,017 $9,431,002 $7,979,954
</TABLE>
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The fair value of debt securities convertible into common stock is the sum of
(a) the value of such securities without regard to the conversion feature,
and (b)the value, if any, of the conversion feature. The fair value of debt
securities without regard to conversion features is determined on the basis
of the terms of the debt security, the interest yield and the financial
condition of the issuer. The fair value of the conversion features of a
security, if any, are based on fair values as of this date less an allowance,
as appropriate, for costs of registration, if any, and selling expenses.
Publicly traded securities, or securities that are convertible into publicly
traded securities are valued at the last sale price, or at the average
closing bid and asked price, as of the valuation date. While these
valuations are believed to represent fair value, these values do not
necessarily reflect amounts which may be ultimately realized upon disposition
of such securities.
7. Related Party Transactions
Certain officers of Renaissance are also limited partners in the
Partnership. There were no distributions for the three months ended March
31, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(1) MATERIAL CHANGES IN FINANCIAL CONDITION
During the quarter ended March 31, 1998, the Partnership's net assets
resulting from operations decreased $1,685,017, and the total partners'
equity account decreased by a like amount. This decrease is primarily
attributable to a decrease in market value of Portfolio Companies.
The following portfolio transactions are noted for the quarter ended
March 31, 1998 (portfolio companies are herein referred to as the "Company"):
DANZER CORPORATION (FORMERLY GLOBAL ENVIRONMENTAL CORP). 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.
UNICO, INC. On March 20, 1998, the Board of Directors of Unico, Inc.
("UNICO") agreed to sell all of the outstanding shares of capital stock of
United Marketing Solutions, Inc. ("UMS"), formally known as United Coupon
Corporation, Inc., to Next Generation Media Corp. ("NexGen"), a Nevada
Corporation. NexGen's principal business is a community newspaper
publishing business in which it produces and issues weekly free newspapers
distributed via the mail to approximately 67,761 homes in northern New
Jersey. NexGen generates all of its revenues from the sale of
advertisements which generally are placed by local merchants in the
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communities which the newspaper serves.
The Partnership negotiated an agreement with NexGen, which provides
that, upon NexGen closing on its purchase of UMS, the Partnership's 1,589,220
Series C Preferred shares and Subordinated Notes plus interest totaling
$307,129 would be exchanged for $62,039 in cash, 155,097 shares of Series A
Convertible Preferred Stock in NexGen (the "Series A Preferred"), and 103,398
warrants to purchase NexGen common stock at $0.16 per share. The Series A
Preferred is redeemable at $5.00 per share for the first six months following
the closing and then increasing to $6.00 per share thereafter. In addition,
the Series A Preferred, at the option of the holder, must be redeemed by
NexGen from no less than 50% of all funds raised after the initial closing
until all Series A Preferred shares are redeemed.
Subsequent to March 31, 1998, NexGen closed on its purchase of UMS from
Unico.
SUNRISE MEDIA LLC. Subsequent to March 31, 1998, the Partnership
advanced Sunrise $10,000 to fund corporate capital needs. The Company has
agreed to a Promissory Note bearing interest at 7% per annum with all
principal and interest payable in full on or before April 16, 1999.
(2) MATERIAL CHANGES IN OPERATIONS
During the past quarter, the Partnership experienced an
investment loss of $1,685,017. Interest income has decreased $28,007 for the
three months ended March 31, 1998 when compared to the same period last year.
General and administrative expenses decreased to $70,752 for the three month
period ended March 31, 1998, primarily because of the decrease in legal fees.
In the past, income received was primarily from interest income on
Portfolio Convertible Debenture investments and upon the sale of common
stock. In prior quarters, as investments were committed or closed, income
from closing fees and commitment fees were also recorded. The Partnership
has converted, or is in the process of converting, its remaining Debentures
into equity securities of portfolio companies. Future income will primarily
be dependent upon the sale of these stocks or dividends received, when such
are declared and paid by portfolio companies.
At March 31, 1998, the only debt securities held by the Partnership are
the notes held in Danzer Corporation, Unico, Inc., and Sunrise Media LLC.
The Unico debt has been exchanged, subsequent to March 31, 1998, for
Preferred Stock in Next Generation Media Corp., and might not generate
consistent dividend income. Moreover, Danzer and Sunrise are currently in
arrears on their debts to the Partnership. Accordingly, the Managing General
Partner is uncertain whether any of these three positions will provide the
Partnership with any significant interest or dividend income going forward.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RENAISSANCE CAPITAL PARTNERS, LTD.
May 20, 1998 ______________________\S\________________________________
Renaissance Capital Group, Inc., Managing General Partner
Russell Cleveland, President
May 20, 1998
_______________________\S\______________________________
Renaissance Capital Group, Inc., Managing General Partner
Barbe Butschek, Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 8,350,017
<INVESTMENTS-AT-VALUE> 7,979,954
<RECEIVABLES> 48,666
<ASSETS-OTHER> 1,066
<OTHER-ITEMS-ASSETS> 609,457
<TOTAL-ASSETS> 8,639,143
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 149,487
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 149,487
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,002,169
<SHARES-COMMON-STOCK> 128
<SHARES-COMMON-PRIOR> 128
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,559,410)
<ACCUMULATED-NET-GAINS> 226,127
<OVERDISTRIBUTION-GAINS> 1,809,168
<ACCUM-APPREC-OR-DEPREC> (370,062)
<NET-ASSETS> 8,489,656
<DIVIDEND-INCOME> 7,087
<INTEREST-INCOME> 12,472
<OTHER-INCOME> (49,553)
<EXPENSES-NET> 113,414
<NET-INVESTMENT-INCOME> (143,408)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (1,541,609)
<NET-CHANGE-FROM-OPS> (1,685,017)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 38,699
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,723,716)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 833,043
<OVERDISTRIB-NII-PRIOR> 2,022,918
<OVERDIST-NET-GAINS-PRIOR> 1,809,168
<GROSS-ADVISORY-FEES> 42,662
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 162,967
<AVERAGE-NET-ASSETS> 9,351,514
<PER-SHARE-NAV-BEGIN> 79,259
<PER-SHARE-NII> (1,113)
<PER-SHARE-GAIN-APPREC> (11,963)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (44)
<PER-SHARE-NAV-END> 66,139
<EXPENSE-RATIO> .017
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
