----------------------------------
Securities and Exchange Commission
Washington, D. C. 20549
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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, 1998 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 Expwy., Dallas, Texas 75206
(Address of principal 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 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 ( )
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 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.<PAGE>
As of December 31, 1998 there were 128.36 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, 1998 is $3,562,003. Aggregate
value of the Partnership Interests held by affiliates as of December
31, 1998 is $126,433.
Part I
Certain of the statements included below, including those
regarding future financial performance or results that are not
historical facts, contain "forward-looking" information as that term
is defined in the Securities Exchange Act of 1934, as amended. The
words "expect," "believe," "anticipate," "project," "estimate," and
similar expressions are intended to identify forward-looking
statements. The Company cautions readers that any such statements
are not guarantees of future performance or events and that such
statements involve risks, uncertainties and assumptions, including
but not limited to industry conditions, general economic conditions,
interest rates, competition, ability of the Company to successfully
manage its growth, and other factors discussed or included by
reference in this Annual Report on Form 10-K. Should one or more of
these risks or uncertainties materialize or should the underlying
assumptions prove incorrect, those actual results and outcomes may
differ materially from those indicated in the forward-looking
statements.
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 has been 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
has also been to achieve a 10% annual current return to the holders
of limited partnership interests (the "Interests") provided that
such current return will be increased or decreased from time to time
depending upon the actual operating results of the Partnership.
PAGE
<PAGE>
As the Partnership is currently in a wind-down stage and is
moving toward completion, the investment objectives and goals have
necessarily changed. Accordingly, the Partnership is no longer
focusing solely on generating current income but is also
concentrating on maximizing the ultimate return to partners.
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 respect to the operations of the Partnership (the "Independent
General Partners").
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, 1998, the Registrant's investment assets were
classified by amount as follows:
<TABLE> <S> <S>
Percentage of
Classification Cost Investments (at Cost)
<C> <C>
Eligible Portfolio Investments $6,247,706 81%
(including cash and cash
equivalents)
Other Portfolio Investments $1,488,657 19%
----------
$7,736,363
</TABLE>
INVESTMENT OBJECTIVES
The original investment objective of the Partnership was to
provide its Limited Partners with both current income and long-term
PAGE
<PAGE>
capital appreciation. Currently, however, the Partnership is
winding down. Accordingly, the Partnership's primary objective is
to maximize the returns to its Partners, which will consist almost
exclusively as returns of capital and/or gains on capital, rather
than income. This is the case because the Partnership predominantly
holds equity interests with little or no dividend obligations. In
addition, most of the common equities owned by the Partnership are
in Portfolio Companies that do not pay dividends on common stock due
to their size, growth rates, and/or competitive positions.
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 since 1995, the
distributions to the limited partners have been 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 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;
(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;
<PAGE>
(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
A BDC:
I. 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, <PAGE>
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.
II. 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
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;
<PAGE>
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 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 total 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%)
PAGE
<PAGE>
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 1998, 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 was set to expire
June 30, 1998 but the Managing General Partner and Independent
General Partners elected to exercise the first one year extension.
At December 31, 1998, the Partnership was scheduled to expire June
30, 1999.
PARTNERSHIP INVESTMENTS
As of December 31, 1998, the Partnership had active
investments in five (5) Portfolio Companies, four of which meet the
criteria of investments in Eligible Portfolio Companies and one
which did not.
Biopharmaceutics, Inc. (BOPM)
At December 31, 1998, the Partnership owned 2,736,063 shares
of the Company's common stock having a cost basis of $1,488,657.
Subsequent to December 31, 1998, the Partnership invested an
additional $200,000 into shares of the Company's common stock at a
price of $0.18 per share. The additional investment was part of a
$1,000,000 equity private placement by the Company. The $1,000,000
will be used as working capital to support the Company's remaining
product line in the feminine hygiene area. Subsequent to December
31, 1998, the Company changed its name to "Feminique," closed down
its New York manufacturing facility, and sold its Caribbean Medical
Testing operation in an effort to streamline operations and focus on
its most profitable areas of operation.
PAGE
<PAGE>
Danzer Corporation (aka Global Environmental Corp.) (GLEN)
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.
At December 31, 1998, the Company was in default on paying
both interest and principal under the note. At December 31, 1998,
no payments had been made under the note.
Subsequent to December 31, 1998, the entire principal balance
and $16,257.81 in accrued interest was converted into the Company's
common stock at $0.10 per share, giving the Partnership a total
ownership of 11,706,370 shares. The Partnership now owns over 65%
of the Company's outstanding common stock.
Subsequent to December 31, 1998, the Partnership agreed to
advance up to $59,000 to the Company on an as needed basis. At
March 1, 1999, no advances had been made to the Company. The
advance, if and when made, will take place pursuant to a promissory
note secured by all the assets of the Company and its subsidiary and
will bear interest at 13%, with a maturity date of less than twelve
months.
Lion's Gate Entertainment Corp. (formerly International Movie
Group) (LGF)
According to the Plan of Reorganization for International
Movie Group ("IMG"), the Partnership agreed to convert its entire
position in IMG into 398,875 shares of IMG common stock in 1997. In
June 1998, the Company effected a 10,000 for 1 reverse split,
reducing the Partnership=s position to 39.8875 shares of IMG common
stock. Effective June 30, 1998, IMG merged with Lion=s Gate
Entertainment Corp ("Lion's Gate"). Pursuant to the Agreement of
Merger, the Partnership received 3,750 shares of Lion=s Gate common
stock for each whole share of IMG common stock, giving the
Partnership 146,250 shares of Lion=s Gate common. For its
fractional interest, the Partnership received $8,254, which
represents $.93 per share on a pre-reverse split basis. On November
17, 1998, the Company effectuated a 1 for 2 reverse split reducing
the Partnership's common share ownership from 146,250 to 73,125.
Overall, the Partnership owns less than 1% of the outstanding stock
of Lion's Gate.
According to the Notice of Reverse Stock Split, Merger and
Appraisal Rights and Information Circular provided by the Company,
the reverse split and merger are "reorganizations" under the
Internal Revenue Code, thereby allowing them to qualify as tax-free
events. The Partnership=s receipt of cash in lieu of fractional
shares, however, is a taxable event requiring the Partnership to
recognize its loss on that portion of the transaction.
Next Generation Media Corporation (formerly UNICO, Inc.) (UICO)
Effective May 1, 1998, the Partnership sold its entire
PAGE
<PAGE>
position in Unico, Inc., consisting of a 9.25% $50,000 Note
Receivable, $224,000 of 10% Notes Receivable, and Series C Preferred
Stock having a cost basis of $1,589,220, to Next Generation Media
Corporation ("NEXGEN") in exchange for $62,039 in cash, 155,096
shares of NEXGEN Series A Convertible Preferred Stock having a
liquidation preference of $5.00 per share, and 103,398 call options
to purchase NEXGEN common stock for $.16 per share. The Series A
Preferred is redeemable at $5.00 per share for the first six months
following the closing and then increases to $6.00 per share
thereafter. In addition, the Series A Preferred, at the option of
the holder, must be redeemed by NEXGEN for no less than 50% of all
funds raised in any offering made by the Company after the initial
closing, until all Series A Preferred shares are redeemed.
SanTi Group, Inc. (formerly Microlytics, Inc.)
In the second quarter of 1998, SanTi Group, Inc. was merged
into Microlytics, Inc. (a former portfolio holding of the
Partnership which was written off in the fourth quarter of 1996),
and the Company name was officially changed to SanTi Group, Inc.
The merger allowed the Company to complete its Plan of
Reorganization and formally emerge from bankruptcy. As part of the
Plan of Reorganization, the Partnership agreed to convert its entire
investment in Microlytics into 46,655 shares of SanTi common stock,
and 23,328 warrants to purchase shares of SanTi common stock. In
June 1998, the Partnership sold all of its common stock for $12 per
share, resulting in a gain of $559,860, and all of its warrants for
$1 each, resulting in a gain to the Partnership of $23,328.
Sunrise Media LLC (Privately Held)
On April 16, 1998, the Partnership advanced the Company
$10,000 to fund corporate capital needs pursuant to a 7% secured
Promissory Note with all principal and interest payable in full on
or before April 16, 1999. Subsequent to the quarter ended June 30,
1998, the Partnership advanced an additional $27,000 to the Company
so that it could complete a promotional video for the sale of the
Video Encyclopedia of the Twentieth Century ("VETC") to the
television marketplace, and to pay for an expansion of its marketing
effort of the VETC. The $27,000 advance was made pursuant to a 7%
secured Promissory Note with all principal and interest payable in
full on or before July 1, 1999.
At December 31, 1998, the Partnership owned an equity
investment in Sunrise having a cost basis of $1,323,311,
representing 55.5% of the total ownership of Sunrise. In addition,
the Partnership owned $237,000 in 7% notes receivable from the
Company, secured by the VETC and other assets that were originally
contributed to the entity by the Partnership. At December 31, 1998,
the Company was in default on interest payments under the $200,000
Promissory Note. All principal and unpaid interest on that
obligation comes due April 15, 1999.
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.
PAGE
<PAGE>
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 the Investment
Advisor to Renaissance Capital Growth & Income Fund III, Inc.
("Renaissance III") and Renaissance U.S. Growth & Income Trust PLC
("RUSGIT"). Renaissance III is 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, 1998, Renaissance III
had made investments in twenty (20) portfolio companies of which
eighteen (18) are still active. The active investments had a cost
of $36,800,000 at December 31, 1998 and, in the aggregate,
approximately $46,200,000 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, 1998, RUSGIT had made investments in seventeen (17)
portfolio companies, of which sixteen (16) are still active. At
December 31, 1998, the active investments had a cost value of
approximately $25,100,000 and, in the aggregate, approximately
$28,300,000 in investments have been made over the life of RUSGIT.
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.
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
PAGE
<PAGE>
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
There are no legal proceedings currently pending with regard
to the Partnership.
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 1998.
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, 1998, there were 190 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 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.
PAGE
<PAGE>
Item 6. Selected Financial Data.
The following selected financial data for the five year period
ending December 31, 1998, 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> <S> <S> <S> <S> <S>
1998 1997 1996 1995 1994
Gross <C> <C> <C> <C> <C>
income
(loss)
including
realized
gains $(560,194) $1,832,623 $(1,124,728) $63,379 $1,223,786
Net un-
realized
apprecia-
tion (de-
preciation)
on invest-
ments (5,601,280) (2,849,578) 3,991,617 (2,746,554) (5,405,855)
Net in-
come
(loss) (6,488,393) (1,977,210) 2,264,744 (3,111,266) (4,997,513)
Net in-
come
(loss)
per
Limited
Partner-
ship
Unit (50,488) 14,976 17,399 (23,903) (35,859)
Total
assets 3,744,954 10,286,077 13,076,280 10,595,667 13,449,030
Distribu-
tions to
Limited
Partners 0 0 0 75,000 1,500,000
Distribu-
tions
per
Limited
Partner-
ship Unit 0 0 0 582 11,641
</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
PAGE
<PAGE>
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.
Sources of Operating Income
The only remaining source of operating income for the
Partnership is investment income, either in the form of interest on
debt securities, dividends on stock, or income received from capital
gains. 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, 1998, the only debt securities held
by the Partnership are the notes held in Danzer Corporation and
Sunrise Media, LLC. Both companies are 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.
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
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 investments in twenty (20) portfolio companies having an
aggregate cost of approximately $46,200,000, and is actively seeking
additional investment opportunities. In 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
PAGE
<PAGE>
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, 1998 had made investments in seventeen (17) portfolio companies
having an aggregate cost of approximately $28,300,000.
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, 1997 and 1998.
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 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.
<PAGE>
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.
For the year ended December 31, 1996, the Partnership sold
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, including $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.
PAGE
<PAGE>
For the year ended December 31, 1998, the Partnership sold
46,655 shares of SanTi Group Inc. common stock for $12 per share,
resulting in a gain of $559,860, and 23,328 Warrants to purchase
shares of SanTi common stock for $1 each resulting in a gain to the
Partnership of $23,328. In addition, the Partnership exchanged all
of its position in Unico Inc. for $62,039 in cash, 155,097 shares of
Series A Convertible Preferred Stock of Next Generation Media
Corporation having a liquidation preference of $5 per share, and
103,398 call options to purchase NEXGEN common stock at $0.16 per
share, resulting in a capital loss to the Partnership of $1,058,325.
Also during 1998, the Partnership made $116,000 in follow-on
investments, of which $79,000 was advanced to Danzer Corporation
pursuant to a 10% Promissory Note and $37,000 was advanced to
Sunrise Media LLC pursuant to two separate 7% Promissory Notes.
Each Promissory Note is secured by assets of the entity.
No cash distributions were made to Limited Partners in 1996,
1997 or 1998. Cash used in operating activities amounted to
($193,396), ($1,823,346), and ($393,615) in 1998, 1997, and 1996,
respectively.
The Partnership's other sources of available capital for
investment will be interest income and transactional 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 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. 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. In 1998, $37,000 in
loans were made to Sunrise, leaving the Partnership with only two
debt positions: $150,000 in Danzer and $237,000 in Sunrise. These
positions will not generate a substantial amount of interest income
going forward. Moreover, both companies 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.
PAGE
<PAGE>
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.
In 1998, the Partnership realized $583,188 in capital gains on
the sale of its common stock and warrants of SanTi Group and a
$1,025,196 loss on the sale of its position in Unico, Inc.
The Partnership's ability to improve liquidity and make
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 investments in portfolio companies, the Partnership's liquidity
has been substantially impaired. Accordingly, the Partnership has
curtailed its distributions and has deferred payment of management
fees owed to the Managing General Partner. Until such time as
liquidity is improved from either the sale of investments or loan
repayments, it is anticipated that distributions to Limited Partners
will remain curtailed.
RESULTS OF OPERATIONS
1998 Compared to 1997
During 1998, the Partnership made follow-on investments to
existing Portfolio Investments in the aggregate amount of $116,000,
and maintained its existing portfolio investment holdings with the
exception that it did sell off shares and warrants of SanTi Group
Inc. and exchanged its position in Unico Inc. for a position in Next
Generation Media Corp. The Partnership realized a gain on the sale
of its SanTi common stock and warrants of $583,188, a loss on the
sale of its position in Unico, Inc. of $1,058,325, and a loss on its
investment in Sunrise Media of $113,434. In addition, the
Partnership placed a $407,637 valuation reserve on its entire
investment in Sunrise Media. Interest and dividend income decreased
to $36,132, primarily as a result of decreases in the amount of
notes and convertible debentures outstanding.
The estimated fair value of the Portfolio Investments as
determined by the Managing General Partner, indicates unrealized
depreciation on investments of $5,193,643 during 1998. Because of
the inherent uncertainly 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.
General and administrative expense decreased in 1998 to
$326,919 primarily as a result of decrease outside legal cost and
PAGE
<PAGE>
related contract services, management fees, and travel. The
Managing General Partner incurred approximately $50,000 of
administrative expenses in 1998 for the Partnership.
Management fees to the Managing General Partner for 1998 were
$114,894. No distributions were declared or made to the Limited or
General Partners.
1997 Compared to 1996
During 1997, the Partnership made follow-on investments to
existing Portfolio Investments in the aggregate amount of $707,697
including advances to Sunrise, 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 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.
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 as of December 31, 1997. 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 as of
December 31, 1996. 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 in 1997 or 1996.
YEAR 2000
Many computer software systems in use today cannot process
date-related information from and after January 1, 2000. The
Partnership's Managing General Partner has taken steps to review and
modify their computer systems as necessary and are prepared for the
Year 2000. In addition, the Partnership has inquired of its major
PAGE
<PAGE>
service providers as well as its portfolio companies to determine if
they are in the process of reviewing their systems with the same
goals. The majority of all providers and portfolio companies have
represented that they are either taking the necessary steps to be
prepared or are currently prepared for the Year 2000. Should any of
the computer systems employed by the major service providers, or
companies in which the Partnership has an investment, fail to
process this type of information properly, that could have a
negative impact on the Partnership's operations and the services
provided to the Limited Partners. It is anticipated that the
Partnership will incur no material expenses related to the Year 2000
issues.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The Partnership is subject to financial market risks such as
changes in marketable equity security prices. The Partnership does
not use derivative financial instruments to mitigate any of these
risks. The return on the Partnership's investments is generally not
affected by foreign currency fluctuations.
A portion of the Partnership's portfolio consists of debt and
equity investments in a private company. The Partnership would
anticipate no impact on this investment from modest changes in
public market equity prices. However, should significant changes in
market prices occur, there could be a longer-term effect on
valuations of private companies which could affect the carrying
value and the amount and timing of proceeds realized on this
investment.
A significant portion of the Partnership's investment
portfolio consists of common stocks, and in one case warrants to
purchase common stock, in publicly traded companies. These
investments are directly exposed to equity price risk, in that a
percentage change in the prices of these equities would result in a
similar percentage change in the fair value of the Partnership's
investment in those securities.
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 Statement (the "Proxy Statement") for its Annual
Meeting of Limited Partners to be held on May 14, 1999 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. <PAGE>
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 1998.
Exhibits
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)
PAGE
<PAGE>
(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 1998 Proxy
to be filed with the Securities and Exchange Commission on or around
April 16, 1999.
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, 1999
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 date indicated
Signatures.
Signatures Capacity in Which Signed Date
/S/
- -----------------
Russell Cleveland Chairman, President & Director March 31, 1999
of the Managing General Partner
of the Registrant (Principal
Executive Officer and Principal
Operating Officer)
/S/
- -----------------
Barbe Butschek Senior Vice President, March 31, 1999
Secretary and Treasurer and
Chief Financial Officer
/S/
- -----------------
Ernest C. Hill Independent General Partner March 31, 1999
/S/
- -----------------
Don M. Patterson Independent General Partner March 31, 1999
PAGE
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-2
Statements of Assets, Liabilities and
Partners' Equity, December 31, 1998 and 1997 F-3
Statements of Investments-
December 31, 1998 and 1997 F-4 through F-5
Statements of Operations-Years ended
December 31, 1998, 1997, and 1996 F-6
Statements of Partner's Equity-Years ended
December 31, 1998, 1997, and 1996 F-7
Statements of Cash Flows-Years ended
December 31, 1998, 1997, and 1996 F-9
Notes to Financial Statements F-10 through F-15
PAGE
<PAGE>
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., (a Texas
Limited Partnership) including the statements of investments, as of
December 31, 1998 and 1997, and the related statements of
operations, partners' equity, and cash flows for each of the years
in the three-year period ended December 31, 1998. 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, 1998 and 1997, by examination of securities held in
safekeeping for the Partnership. 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, 1998 and 1997,
and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 1998, in
conformity with generally accepted accounting principles.
KPMG LLP
Dallas, Texas
February 12, 1999
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Assets, Liabilities and Partners' Equity
December 31, 1998 and 1997
<TABLE> <S> <S>
1998 1997
Assets <C> <C>
Cash and cash equivalents $ 924,786 652,529
Investment in Sunrise Media
LLC (note 4) 1,152,674 1,636,745
Investments at fair value, cost
of $5,658,903 in 1998 and
$6,683,825 in 1997 (note 4) 1,636,807 7,855,372
Interest receivable 28,093 35,957
Other assets 2,594 105,474
---------- ----------
$3,744,954 10,286,077
========== ==========
Liabilities and Partners' Equity
Liabilities:
Accounts payable $ 9,201 11,872
Accounts payable - affiliate
(note 3) 49,473 60,833
---------- ----------
Total liabilities 58,674 72,705
---------- ----------
Partners' equity (note 5):
General partner - 1,185
Limited partners (128.36 units
outstanding in 1998 and 128.86
in 1997) 3,686,280 10,212,187
---------- ----------
Total partners' equity 3,686,280 10,213,372
Commitments and contingencies
(notes 3 and 4) ---------- ----------
$3,744,954 10,286,077
========== ==========
Limited partners' equity per
limited partnership unit $ 28,718 79,250
========== ==========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments
December 31, 1998 and 1997
<TABLE> <S> <S> <S>
1998
---------------------------------------
Principal
Balance /
Shares Cost Value
--------- ----------- ----------
Eligible Portfolio <C> <C> <C>
Investments (1):
Notes Receivable -
Danzer Corporation
(formerly Global
Environmental
Corporation) - air
pollution control
equipment:
10% note receivable
due September 30,
1998 (2) $ 150,000 $ 150,000 150,000
---------- ----------
Common Stock, Preferred
Stock and Options:
Danzer Corporation
(formerly Global
Environmental
Corporation) - air
pollution control
equipment:
Common shares 10,043,792 2,510,948 894,902
Lion's Gate Entertain-
ment Corporation -
independent film
distributor:
Common shares 73,125 733,313 226,231
Next Generation Media
Corporation - coopera-
tive direct mail
advertising:
Series A convertible
preferred stock 155,096 775,485 -
Options 103,398 500 -
--------- ---------
4,020,246 1,121,133
--------- ---------
<FN>(1) Valued at fair value as determined by the General
Partners (note 4).
(2) Note receivable delinquent as of December 31, 1998.</FN>
/TABLE> <PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments
December 31, 1998 and 1997
<TABLE> <S> <S> <S>
1998
--------------------------------------
Principal
Balance /
Shares Cost Value
--------- ---------- ----------
Other Portfolio Invest- <C> <C> <C>
ments (1):
Biopharmaceutics, Inc. -
pharmaceuticals:
Common shares 2,736,063 1,488,657 365,674
---------- ----------
$5,658,903 $1,636,807
========== ==========
<FN>
(1) Valued at fair value as determined by the General Partners
(note 4).
(2) Note receivable delinquent as of December 31, 1998.
</FN>
</TABLE>
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments
December 31, 1998 and 1997
<TABLE> <S> <S> <S>
1997
---------------------------------------
Principal
Balance /
Shares Cost Value
--------- ---------- ----------
Eligible Portfolio <C> <C> <C>
Investments (1):
Notes Receivable -
Danzer Corporation
(formerly Global
Environmental
Corporation) - air
pollution control
equipment:
10% note receivable
due September 30,
1998 $ 71,000 $ 71,000 71,000
UNICO, Inc. coopera-
tive direct mailing
advertising (2):
10% note receivable
due on various dates $ 224,000 224,000 224,000
9.25% note receivable
due Dec. 15, 1998 $ 50,000 50,000 50,000
---------- ----------
345,000 345,000
---------- ----------
Common and Preferred
Stock:
Danzer Corporation
(formerly Global
Environmental
Corporation) - air
pollution control
equipment:
Common shares 10,043,792 2,510,948 1,462,061
International Movie
Group, Inc. - inde-
pendent film
distributor:
Common shares 398,875 750,000 750,000
<FN>
(1) Valued at fair value as determined by the General Partners
(note 4).
(2) Interest payments under the terms of the notes receivable are
delinquent as of December 31, 1997. </FN>
</TABLE> <PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments
December 31, 1998 and 1997
<TABLE> <S> <S> <S>
1997
Principal
Balance /
Shares Cost Value
Eligible Portfolio <C> <C> <C>
Investments (1):
Notes Receivable -
UNICO, Inc. - coopera-
tive direct mail
advertising:
Series C convertible
preferred shares 1,589,220 1,589,220 526,000
--------- ---------
4,850,168 2,738,061
--------- ---------
Other Portfolio Invest-
ments (1):
Biopharmaceutics, Inc.
- pharmaceuticals:
Common shares 2,736,063 1,488,657 4,772,311
--------- ---------
$6,683,825 $7,855,372
========= =========
<FN>
(1) Valued at fair value as determined by the General Partners
(note 4).
(2) Interest payments under the terms of the notes receivable are
delinquent as of December 31, 1997.
See accompanying notes to financial statements.
</FN>
</TABLE>
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Operations
Years ended December 31, 1998, 1997 and 1996
<TABLE> <S> <S> <S>
1998 1997 1996
---- ---- ----
Income: <C> <C> <C>
Interest $ 12,698 183,416 341,446
Dividends 24,112 14,192 352,690
---------- ---------- ----------
36,810 197,608 694,136
---------- ---------- ----------
Expenses (note 3):
General and
administrative 214,181 731,892 408,654
Management fees 112,738 228,363 193,491
---------- ---------- ----------
326,919 960,255 602,145
---------- ---------- ----------
Operating income
(loss) (290,109) (762,647) 91,991
---------- ---------- ----------
Investment income (loss)
(note 4):
Loss from investment in
Sunrise Media LLC (113,434) (383,085) (27,850)
Net unrealized
appreciation (deprec-
iation) on investments (5,601,280) (2,849,578) 3,991,617
Net realized gain (loss)
on investments (483,570) 2,018,100 (1,791,014)
---------- ---------- ----------
Investment income
(loss) (6,198,284) (1,214,563) 2,172,753
---------- ---------- ----------
Net income (loss) $(6,488,393) (1,977,210) 2,264,744
========== ========== ==========
Limited Partners' share of
net income (loss) of
$(50,488.04), $(14,975.61)
and $17,399.48 per unit
for 1998, 1997 and 1996,
respectively $(6,487,208) (1,929,757) 2,242,097
General Partner's share
of net income (loss) (1,185) (47,453) 22,647
---------- ---------- ----------
Net income (loss) $(6,488,393) (1,977,210) 2,264,744
========== ========== ==========
<FN>
See accompanying notes to financial statements.</FN>
/TABLE> <PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Partners' Equity
Years ended December 31, 1998, 1997 and 1996
<TABLE> <S> <S> <S>
General Limited
Partner Partners Total
<C> <C> <C>
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
Net loss (1,185) (6,487,208) (6,488,393)
Repurchase of units
(note 5) - (38,699) (38,699)
------- ---------- ----------
Balance, December 31, 1998 $ - 3,686,280 3,686,280
======= ========== ==========
<FN>
See accompanying notes to financial statements.</FN>
</TABLE>
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Cash Flows
Years ended December 31, 1998, 1997 and 1996
<TABLE> <S> <S> <S>
1998 1997 1996
---- ---- ----
<C> <C> <C>
Cash flows from operating
activities:
Net income (loss) $(6,488,393) (1,977,210) 2,264,744
Adjustments to re-
concile net income
(loss) to net cash
used in operating
activities:
Net unrealized (appre-
ciation) deprecia-
tion on investments 5,601,280 2,849,578 (3,991,617)
Loss from investment
in Sunrise Media LLC 113,434 383,085 27,850
Net realized (gain)
loss on investments 483,570 ( 2,018,100) 1,791,014
Decrease (increase) in
interest receivable 7,864 (143,297) (700,410)
Decrease (increase) in
other assets 102,880 (104,409) (1,065)
Increase (decrease) in
accounts payable (2,671) (39,755) 51,627
Increase (decrease) in
accounts payable -
affiliate (11,360) (773,238) 164,242
--------- --------- ---------
Net cash used in
operating
activities (193,396) (1,823,346) (393,615)
--------- --------- ---------
Cash flows from invest-
ing activities:
Contribution/advance to
Sunrise Media LLC (37,000) (262,697) (34,983)
Proceeds from sale of
investments 620,352 3,126,849 735,747
Purchase/funding of
investments (79,000) (445,000) (253,249)
--------- --------- ---------
Net cash provided
by investing
activities 504,352 2,419,152 447,515
--------- --------- ---------
Cash flows from financing
activities: - repurchase
of limited partner units (38,699) - -
--------- --------- ---------
</TABLE>
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Cash Flows
Years ended December 31, 1998, 1997 and 1996
<TABLE> <S> <S> <S>
1998 1997 1996
---- ---- ----
<C> <C> <C>
Net increase in cash
and cash equivalents 272,257 595,806 53,900
Cash and cash equiva-
lents at the beginning
of the year 652,529 56,723 2,823
--------- --------- ---------
Cash and cash equiva-
lents at the end of
the year $ 924,786 652,529 56,723
========= ========= =========
<FN>
Noncash investing and financing transactions:
During 1997, $144,465 of interest receivable was capitalized
as investments in common stock.
During 1996, $991,474 of interest receivable was capitalized as
investments in preferred and common stock.
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).
See accompanying notes to financial statements.
</FN>
</TABLE>
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
(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 is scheduled to 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 two
additional one-year periods if they determine that such
extension is in the best interests of the Partnership.
However, as of December 31, 1998, in accordance with the
original terms of the partnership agreement, the Managing
General Partner intends to begin winding down the
Partnership to termination during 1999.
(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.
(Continued)
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
(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
(128.49 in 1998 and 128.86 units 1997 and 1996).
(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, 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, 1998,
1997 and 1996, the Partnership incurred $114,894,
$228,363, and $193,491, respectively, for such
management fees. For the years ended December 31,
(Continued) PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
1998, 1997 and 1996, 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 1998, 1997 and 1996, the Managing General
Partner incurred approximately $50,000, $45,000,
and $403,000, 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 $52,000, $290,000, and $239,000, to
the Managing General Partner during 1998, 1997 and
1996, respectively. Accordingly, the unreimbursed
amounts included in accounts payable - affiliate in
the accompanying statements of assets, liabilities
and partners' equity as of December 31, 1998 and
1997, were approximately $7,000 and $9,000,
respectively.
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, 1998 and 1997, at quoted market or fair value, as
determined in good faith by the Managing General Partner
and approved by the Independent General Partners.
The Partnership Agreement and the original offering
document specify that securities held by the Partnership
shall be valued as follows:
(Continued)
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
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 were primarily in
nonpublicly-traded convertible debentures, and
other 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 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
(Continued)
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
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, 1998 and 1997, 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 $1,271,133 and $3,083,061, 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
$365,675 for 2,736,063 shares of common stock as of
December 31, 1998 and $4,772,311 for 2,736,063 shares of
common stock as of December 31, 1997. 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.
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 approximately $700,000
as a result of the write-off of CEL in 1996. In 1998,
1997, and 1996 the Partnership incurred losses of
$113,434, $383,085, and $27,850 respectively, from its
investment in Sunrise Media LLC (Sunrise), which are
included in the accompanying statements of operations.
Included in net unrealized depreciation on investments in
the accompanying statements of operations in 1998 is
(Continued)
PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
an additional $407,637 allowance on the Partnership's
investment in Sunrise. In addition the Partnership's
investment in Sunrise includes approximately $370,000 of
advances for operations through December 31, 1998. Advances
totaling approximately $237,000 were made under 7% notes due
in April and July 1999. Certain of these notes are
delinquent at December 31, 1998.
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
owning 398,875 shares of common stock in IMG which was being
reorganized under federal bankruptcy rules. This exchange
and corresponding basis change resulted in the Partnership
realizing a loss of approximately $750,000 in 1997 on IMG.
In 1998 IMG merged with Lion's Gate Entertainment Corporation
(Lion's Gate) resulting in the Partnership owning 73,125
common shares of Lion's Gate as of December 31, 1998.
During 1996, the Partnership wrote off its entire investment
in Microlytics, Inc. During 1998, Microlytics, Inc. merged
with SanTi Group, Inc. (SanTi) and the Partnership converted
its investment into 46,655 shares of common stock and 23,328
warrants to purchase shares of SanTi. Upon conversion, the
Partnership sold its common stock and warrants realizing a
gain of $583,188.
The financial statements include investments valued at
$2,789,481 (74% of total assets) and $9,492,117 (92% of total
assets) as of December 31, 1998 and 1997, 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.
As of December 31, 1998 and 1997, the net unrealized
appreciation (depreciation) associated with investments held
by the Partnership was $(4,429,733) (including a $407,637
allowance on the Partnership's investment in Sunrise) and
$1,171,547, 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 General Partner and 1% to the Initial Limited
(Continued) PAGE
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1998, 1997 and 1996
Partner. To the extent that allocation of losses create a
negative capital balance in either the Managing General
Partner's or the Limited Partners' capital accounts, losses
shall be allocated as described herein until such capital
account is $0. The remaining loss is allocated to the
capital account with a positive capital balance.
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 and 1996, the net
unrealized depreciation 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, 1998, 1997 and 1996.
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 1998, 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 1998, 1997 and 1996 (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.
During 1998, $38,699 was paid out to a limited partner in
exchange for .50 units, which have been retired.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 6,811,577
<INVESTMENTS-AT-VALUE> 2,789,481
<RECEIVABLES> 28,093
<ASSETS-OTHER> 2,594
<OTHER-ITEMS-ASSETS> 924,786
<TOTAL-ASSETS> 3,744,954
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 58,674
<TOTAL-LIABILITIES> 58,674
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,002,169
<SHARES-COMMON-STOCK> 128
<SHARES-COMMON-PRIOR> 129
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 1,819,544
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 2,474,249
<ACCUM-APPREC-OR-DEPREC> (4,022,096)
<NET-ASSETS> 3,686,280
<DIVIDEND-INCOME> 24,112
<INTEREST-INCOME> 12,698
<OTHER-INCOME> 0
<EXPENSES-NET> 440,353
<NET-INVESTMENT-INCOME> (403,543)
<REALIZED-GAINS-CURRENT> (483,570)
<APPREC-INCREASE-CURRENT> (5,601,280)
<NET-CHANGE-FROM-OPS> (6,488,393)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (6,541,123)
<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> 112,738
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 403,543
<AVERAGE-NET-ASSETS> 6,949,234
<PER-SHARE-NAV-BEGIN> 79,250
<PER-SHARE-NII> (3,144)
<PER-SHARE-GAIN-APPREC> (47,405)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (17)
<PER-SHARE-NAV-END> 28,718
<EXPENSE-RATIO> 0.06
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
