Securities and Exchange Commission
Washington, D. C. 20549
Form 10-K
Mark One
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 1999 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 or organization) (I.R.S. Employer Identification No.)
Suite 210, LB 59, 8080 North Central Expressway, 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 March 10, 2000, 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,
1999 is $2,501,400. Aggregate value of the Partnership Interests held by
affiliates as of December 31, 1999 is $88,787.
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.
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 on generating current income
but is 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
<PAGE>
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 is to
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, 1999, the Registrant's investment assets were classified by
amount as follows:
<TABLE> <S> <S>
Percentage of
Classification Value Investments
-------------- ----- -------------
<C> <C>
Eligible Portfolio Investments $2,416,018 92%
(including cash and cash equivalents)
Other Portfolio Investments $ 216,696 8%
----------
$2,632,714
</TABLE>
INVESTMENT OBJECTIVES
The original investment objective of the Partnership was to provide its
Limited Partners with both current income and long-term 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 because the Partnership predominantly
holds equity interests with little or no dividend obligations, and 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, as well as their operational need for cash. Moreover, the debt and
preferred positions held by the Partnership are not expected to provide
significant interest and dividend income going forward.
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:
<PAGE>
(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;
(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.
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 that generally makes 70% or more of
its investments in "Eligible Portfolio Companies" and "cash items"
pending other investment. Under the regulations established by the
Securities and Exchange Commission (the "SEC") under the 1940 Act,
only certain companies may qualify as "Eligible Portfolio Companies."
To be an "Eligible Portfolio Company," the Company must satisfy the
following:
A. it must be organized under the laws of, and has its principal
place of business in, any state or states,
<PAGE>
B. is neither an investment company as defined in Section 3 (other
than a small business investment company which is licensed by
the Small Business Administration to operate under the Small
Business Investment Act of 1958 and which is a wholly-owned
subsidiary of the business development company) nor a company
which would be an investment company except for the exclusion
from the definition of investment company in Section 3(c); and
C. satisfies one of the following:
1. It does not have any class of securities with respect to
which a member of a national securities exchange, broker,
or dealer may extend or maintain credit to or for a
customer pursuant to rules or regulations adopted by the
Board of Governors of the Federal Reserve System under
Section 7 of the Securities Exchange Act of 1934;
2. It is controlled by a business development company, either
alone or as part of a group acting together, and such
business development company in fact exercises a
controlling influence over the management or policies of
such eligible portfolio company and, as a result of such
control, has an affiliated person who is a director of such
eligible portfolio company;
3. It has total assets of not more than $4,000,000, and
capital and surplus (partners' equity less retained
earnings) of not less than $2,000,000, except that the
Commission may adjust such amounts by rule, regulation, or
order to reflect changes in one or more generally accepted
indices or other indicators for small businesses; or
4. It meets such other criteria as the Commission may, by
rule, establish, as consistent with the public interest,
the protection of investors, and the purposes fairly
intended by the policy and provisions of this title.
Therefore, the Investment Adviser believes 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, 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 only provides
managerial assistance, and seeks 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 are the
Partnership's general policies, the application of these policies, of necessity,
vary with each investment situation.
1940 ACT REQUIREMENTS
The BDC election exempts the Partnership from some provisions of the 1940
Act. However, except for those specific provisions, the Partnership will
continue to be subject to all provisions of the 1940 Act not exempted,
including the following:
1. restrictions on the Partnership from changing the nature of business so
as to cease to be, or to withdraw its election as, a BDC without the
majority vote of the Interests;
2. restrictions against certain transactions between the Partnership and
affiliated persons;
3. restrictions on issuance of senior securities, such not being
prohibited by the 1940 Act but being restricted as a percentage of
capital;
4. compliance with accounting rules and conditions as established by the
SEC, including annual audits by independent accountants;
<PAGE>
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%) 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 1999, 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 14, 1999 but the Managing General Partner and
<PAGE>
Independent General Partners have elected to exercise an extension. At December
31, 1999, the Partnership was scheduled to expire June 14, 2000.
PARTNERSHIP INVESTMENTS
As of December 31, 1999, the Partnership had active investments in four (4)
Portfolio Companies.
Feminique Corporation (formerly Biopharmaceutics, Inc.) (FEMQ)
In February 1999, 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 one million dollar equity private placement
by the Company, and was used as working capital to support the Company's
remaining product line in the feminine hygiene area. The stock is restricted
from transfer pursuant to Rule 144 of the Securities Act of 1933.
In the third quarter of 1999, the Partnership invested an additional
$100,000 in a Convertible Promissory Note of the Company. The note bears
interest at 8% per annum with interest payments coming due October 31, 1999,
March 31, 2000, and June 1, 2000. The maturity date of the note is June 1, 2000
and the note is convertible into shares of the Company's common stock at the
rate of $0.15 per share. The note carries anti-dilution provisions which are
contained in our standard Convertible Debenture Agreements, and also gives the
Partnership demand and piggyback registration rights. In addition, the note is
secured by all the assets of the parent as well as the common stock of the
parent's single operating subsidiary, Quality Health Products, Inc. In the
fourth quarter of 1999, the Partnership invested an additional $45,083 to
purchase 1,500,000 shares of the Company in a private transaction.
Feminique Corporation develops and distributes a line of feminine health
products. The Company's principal brands include Feminique, Koromex, and
Vaginex, which are currently sold in drug stores and sundry retail outlets.
At December 31, 1999, the Partnership owned a $100,000 Promissory Note which
is convertible into shares of the Company's common stock at $0.15 per share, and
5,347,174 shares of the Company's common stock.
In January 2000, the Partnership advanced an additional $37,000 to the
Company pursuant to an 8% Convertible Promissory Note bearing the same terms and
conditions as the $100,000 Note executed in the third quarter of 1999.
Effective February 18, 2000, Jonathan Rosen, the Company's President and
CEO, resigned his management position. Mr. Rosen maintained his position as a
member of the Company's Board of Directors. In March 2000, Mr. Cleveland
resigned his positions as Interim President, Chairman and Director of the
Company, and two additional Board Members, Mr. James Murphy and Mr. Barry
Weisberg, resigned their Board positions as well.
The impact to the Partnership of these management and board transitions at
Feminique and the underlying activities causing these transitions have not been
fully assessed by the Managing General Partner. The financial viability of
Feminique could be affected and the Partnership's investment in Feminique could
also be adversely affected. The Managing General Partner is in the process of
determining the extent of adverse consequences to the Partnership.
Danzer Corporation (DNZR)
In the first quarter of 1999, the Partnership agreed to convert the entire
principal balance of its $150,000 Promissory Note, together with $17,531.78 in
accrued and unpaid interest owed by the Company, into the Company's common stock
at $0.10 per share.
In the quarter ended June 30, 1999, the Partnership agreed to advance up to
$57,966 to the Company on an "as needed" basis. On April 21, 1999, the
Partnership advanced $25,000 pursuant to that agreement, which was secured by a
Promissory Note bearing interest at 13%, with interest payments due August 15,
1999 and November 15, 1999, and with all principal and unpaid interest due in
full on or before December 31, 1999. All advances made under the note were made
in concert with an agreement (the "Mortgage") by the holders of a Master Note
(the "Holders") between Duncan-Smith Trustee ("DST") and Danzer Industries,
Inc., the Company's wholly owned and lone operating subsidiary ("DII"), in which
Holders and DST agreed to defer receipt of the principal portion of quarterly
payments due Holders and DST from DII for the quarters ended February 15, 1999
and May 15, 1999, which receipts in total equal $57,966. The only advance made
by the Partnership pursuant to the Promissory Note was the $25,000 advance made
in April 1999.
At December 31, 1999, the Promissory Note was in default. Subsequent to
December 31, 1999, the Partnership executed a limited waiver of its default
remedies through February 29, 2000 in order to allow the Company to refinance
its working capital facility. Effective January 2000, the Company successfully
completed this refinance and also secured a real estate term loan from the
<PAGE>
working capital lender, which was used to fully pay down the Mortgage and which
should provide the Company with capital sufficient to repay the Partnership's
note.
Danzer is a holding company that, through DII, its sole operating
subsidiary, engages in the manufacturing and marketing of specialized truck
bodies for the service and utility market.
At December 31, 1999, the Partnership owned the 13% Promissory Note, which
had a principal balance outstanding at year end of $25,000, and also owned
11,719,110 shares of the Company's common stock, which represents over 60% of
the outstanding shares of the Company.
Lion's Gate Entertainment Corp. (LGF)
Lion's Gate Entertainment Corp. develops, produces, and distributes a
targeted range of film and television content via four operating divisions:
motion pictures, television, animation, and studio facilities.
At December 31, 1999, the Partnership owned 73,125 shares of the Company's
common stock, which represents less than 1% of the outstanding shares of Lion's
Gate. The Partnership shares are registered and freely tradable.
Next Generation Media Corporation (NGMC)
Next Generation Media Corporation owns two active operating subsidiaries,
Independent News, Inc. ("INI") and United Marketing Solutions, Inc. ("UMSI").
INI engages in the community newspaper publishing business by producing and
issuing weekly free newspapers distributed via the mail to consumers in northern
New Jersey. UMSI operates a printing business which participates in the
cooperative direct mail industry through a network of franchisees. The Company
also operates an Internet web site, www.ishopol.com, which provides a directory
of local businesses and professionals with online coupons.
At December 31, 1999, the Partnership owned 155,096 shares of the Company's
Series A Preferred Stock having a liquidation value of $6.00 per share, and
options to purchase 103,398 shares of the Company's common stock at an exercise
price of $0.16 per share. Because of the operational difficulties being
experienced at the Company, the General Partner has fully reserved the
Partnership's investment in the Company.
Sunrise Media LLC (Private)
Effective December 29, 1999, the Partnership sold its entire investment in
Sunrise Media LLC, consisting of a 55.5% equity interest in the operation,
together with $237,000 in secured Promissory Notes, to Alvin H. Perlmutter, the
Chief Executive Officer of the Company, for $100,000. The Promissory Notes were
all in default at the time of sale.
Competition for Investments
The Registrant has completed 10 investments, of which four (4) are currently
outstanding. The Registrant does not contemplate making investments in new
Portfolio Companies.
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.
<PAGE>
The Investment Adviser currently serves as the Investment Adviser 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, 1999, Renaissance III had
made investments in twenty-five (25) portfolio companies of which twenty (20)
are still active. The active investments had a cost of $34,457,925 at December
31, 1999 and, in the aggregate, approximately $50,840,000 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, 1999, RUSGIT had made investments in
twenty-four (24) portfolio companies, of which twenty (20) are still active. At
December 31, 1999, the active investments had a cost value of approximately
$29,891,000 and, in the aggregate, approximately $35,649,000 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, 2005
in a multi-story general office building in Dallas, Texas. The use of such
office facilities, including office furniture, phone services, computer
equipment, and files are provided by the Managing General Partner at its expense
pursuant to the Investment Advisory Agreement.
Item 3. Legal Proceedings
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 1999.
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, 1999, there were 191 beneficial holders of Limited
Partnership Interests; one holder of a Managing General Partner Interest; and
three Independent General Partners.
<PAGE>
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.
Item 6. Selected Financial Data.
The following selected financial data for the five year period ending
December 31, 1999, 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>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<C> <C> <C> <C> <C>
Gross income
(loss) including
realized gains $(1,433,899) $ (560,194) $1,832,623 $(1,124,728) $ 63,379
Net unrealized
appreciation
(depreciation)
on investments 496,561 (5,601,280) (2,849,578) 3,991,617 (2,746,554)
Net income (loss) (1,096,093) (6,488,393) (1,977,210) 2,264,744 (3,111,266)
Net income (loss)
per Limited
Partnership Unit (8,539) (50,488) 14,976 17,399 (23,903)
Total assets 2,632,714 3,744,954 10,286,077 13,076,280 10,595,667
Distributions to
Limited Partners 0 0 0 0 75,000
Distributions per
Limited Partnership
Unit 0 0 0 0 582
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL
The purpose of the Partnership is to provide growth capital to small and
medium size public companies whose ability to service debt is sufficient to
provide a quarterly return to the Limited Partners and whose growth potential is
sufficient to provide opportunity for above average capital appreciation.
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. At December 31, 1999, the
Partnership's positions primarily consisted of common stock positions in
Portfolio Companies. In all likelihood, these positions will not deliver any
dividend income as the particular Portfolio Companies do not pay dividends due
to their size, growth rates, and operational need for cash. On debt positions,
the Partnership has historically structured investments to obtain an interest
return competitive with current long-term financing rates available from other
sources. At December 31, 1999, the only debt securities held by the Partnership
are the notes held in Feminique Corporation and Danzer Corporation. 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.
<PAGE>
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. At December 31, 1999, Renaissance III had
made investments in twenty-five (25) portfolio companies having an aggregate
cost of approximately $50,840,000, 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 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, 1999 had made investments in twenty-four
(24) portfolio companies having an aggregate cost of approximately $35,649,000.
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 was intended that cash payments from operations be made to all Limited
Partners each quarter to provide them a cash return. Generally, this cash
distribution was to be made from net profits and investment income. However, in
the event that net profits were not adequate from time to time, the quarterly
distributions could be made from capital, so long as capital was sufficient to
assure repayment of all obligations of the Partnership and such capital
distributions were permitted by applicable partnership law and the 1940 Act.
Further, quarterly distributions were to be increased or decreased from time to
time to reflect increases or decreases in current rates of investment income.
The intention was to provide each Limited Partner a current return compatible
with present economic conditions. To the extent that officers of the Managing
General Partner are holders of Partnership interests they will be the recipient
of such distributions.
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.
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. While the Managing General Partner generally intends to make future
distributions of capital or gains on capital, the lack of liquidity in the
Partnership, as discussed throughout this report, prevented quarterly payments
from being made to Partners in the last three quarters of 1995 and all of 1996,
1997, 1998 and 1999. Moreover, future distributions of investment income (in
the form of interest and/or dividends) are not likely to be made going forward.
OPTIONAL DISTRIBUTIONS OF OPERATION PROFITS AND CAPITAL GAINS
In addition to the quarterly distributions, it was intended that, as the
Partnership achieved operational profits and net capital gains or realized
increased portfolio values such as through stock distributions or exchanges,
such increased values, profits and gains would be available for distribution to
the Partners in cash or assets.
<PAGE>
In the event future distributions are made, and as 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
For the year ended December 31, 1999, the Partnership sold its entire
investment in Sunrise Media LLC, which investment consisted of a 55.5% equity
interest together with $237,000 in three separate secured Promissory Notes,
which resulted in a loss to the Partners of $1,291,710. Also during 1999, the
Partnership made $370,083 in follow-on investments, of which $245,083 was
tendered to purchase shares of Feminique Corporation common stock, $100,000 was
advanced to Feminique pursuant to an 8% Convertible Promissory Note, and $25,000
was advanced to Danzer Corp. pursuant to a 13% Note.
No cash distributions were made to Limited Partners in 1996, 1997 , 1998 or
1999. Cash used in operating activities amounted to ($159,367), ($193,396), and
($1,823,346) in 1999, 1998, and 1997, respectively.
In the past, the Partnership's portfolio investments generally had an
initial fixed term of seven years with payments of interest only for an initial
term of three to five years. Currently, because the Partnership's portfolio
investments are being wound down, no new investments are being made and terms of
new loan obligations to previously existing portfolio companies are taking on
new terms. Typically, the note obligations securing follow-on advances to
portfolio investments do not bind the Partnership for as long a period, nor do
they bear the same beneficial amortization schedule as did the initial portfolio
investments. At December 31, 1999, the Partnership had two debt instruments
outstanding: the $100,000 Secured Note in Feminique Corporation and the
$25,000 Note to Danzer Corp. At the year end, Feminique was in arrears on
interest payments of $1,337, and also was overdue on repayment of expenses owed
to the Partnership in the amount of $15,218. Danzer Corporation was in default
on its note obligation to the Partnership, as all principal and interest became
due at December 31, 1999. The Partnership did execute a limited waiver of its
default remedies through February 29, 2000 in order to enable Danzer to
refinance its working capital facility. In January 2000 the Company did close
on a refinance of its working capital facility and also secured a term loan on
its real estate which significantly improved the Company's capital position, and
should enable the Company to repay the Partnership's note with accrued interest
on or before February 29, 2000. Due to the operational difficulties at
Feminique, however, the position may not generate a substantial amount of
interest income going forward. Moreover, both companies are currently in
arrears or in default on their debt obligations, thereby causing the Managing
General Partner to be uncertain whether these positions will provide the
Partnership with any interest income in the future.
The Partnership has debt as another possible source of available capital.
However, because the registrant does not presently intend to make leveraged
investments and is winding down the Partnership, the Partnership does not
anticipate taking on any debt obligations. Therefore, a lack of liquidity will
generally only affect the ability for the Partnership to make follow-on
investments and distributions to the Partners.
<PAGE>
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 any capital gains from selling equity and/or debt.
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. 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
1999 Compared to 1998
Net investment income for 1999 was ($963,750), which resulted primarily from
the loss taken on the sale of the Partnership's interests in Sunrise Media, LLC,
which was partially offset by unrealized appreciation of $496,561 for the
remaining portfolio. The appreciation of the investment portfolio resulted
primarily from the value attributed to the Partnership's common stock investment
in Danzer Corp. This value rose due to a higher price for the stock coupled
with more shares owned by the Partnership as a result of its conversion of the
$150,000 note plus accrued interest into common shares of the Company in the
first quarter of 1999. Because of the inherent uncertainty of valuations, the
estimated fair value of the Partnership portfolio 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. Moreover, any differences resulting from these
variances could be material.
General and administrative expense decreased in 1999 to $93,503, a 56%
reduction from 1998, primarily as a result of decreased outside legal costs and
related contract services, management fees, and travel. The Managing General
Partner incurred approximately $19,491 of administrative expenses in 1999 for
the Partnership.
Management fees to the Managing General Partner for 1999 were $65,252, a 42%
decrease in comparison to 1998, which decrease resulted from a decrease in the
overall value of assets being managed. No distributions were declared or made
to the Limited or General Partners in 1999.
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 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.
General and administrative expense decreased in 1998 to $326,919 primarily
as a result of decreased outside legal costs and 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.
<PAGE>
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 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. Moreover, at the time of this filing, the Partnership
had not experienced any Year 2000 difficulties with its systems.
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 significant portion of the Partnership's investment portfolio consists of
common stocks, and in one case options 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. Moreover, these positions are thinly traded and the
Partnership's positions are thereby exposed to potential liquidity risk in the
event the Partnership attempts to exit the investment via the public
marketplace.
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.
On December 26, 1999 the Partnership retained Cheshier & Fuller, L.L.P.
("Current Auditor") as the Registrant's independent auditor.
Prior to the engagement of the Current Auditor, KPMG LLP ("Former Auditor")
had served as the Company's independent auditor for the years ended December 31,
1998 and 1997. On August 23, 1999, the Former Auditor resigned. The Former
Auditor's reports for the fiscal years ended December 31, 1997 and December 31,
1998 contained no adverse opinion, disclaimer of opinion or modification as to
uncertainty, audit scope or accounting principles. During Registrant's two most
recent fiscal years and any subsequent interim periods through the date of
dismissal, there have been no disagreements between the Company and the Former
Auditor on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to their satisfaction, would have caused such firm to make reference to the
subject matter of the disagreement in connection with its report.
Part III
Item 10. Directors and Executive Officers of the Registrant
INFORMATION REGARDING GENERAL PARTNERS
<PAGE>
Ernest C. Hill and Don M. Patterson serve as the Independent General
Partners of the Partnership. Under the provisions of the 1940 Act, a majority
of the general partners of the Partnership must be "disinterested" or
"non-affiliated" general partners. Generally, any party that is involved in the
daily activities of the Partnership's business, including the Managing General
Partner, as well as its officers, directors and other affiliated persons, any
investment adviser, any accountant for the Partnership and any legal adviser, is
considered an "interested" party. The Independent General Partners provide
overall guidance and supervision with respect to the operations of the
Partnership and perform various duties imposed on them under the 1940 Act.
They supervise the Managing General Partner and serve as advisers to the
Partnership.
Renaissance Group is the Managing General Partner of the Partnership and
also serves as the investment adviser to the Partnership pursuant to the
Investment Advisory Agreement effective May 30, 1990, as subsequently amended
and restated (the "Advisory Agreement"). Renaissance Group is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and is
subject to the reporting and other requirements. As Managing General Partner,
Renaissance Group manages the day-to-day business and operations of the
Partnership. The Partnership has no officers or directors. Renaissance Group
and its officers and employees devote such time to the Partnership's business as
is necessary for the conduct of the Partnership's operations. Neither
Renaissance Group nor its affiliates are prohibited from engaging in activities
outside the Partnership's business. Russell Cleveland and Barbe Butschek own
80% and 20%, respectively, of the Common Stock of Renaissance Group. The sole
director of Renaissance Group is Russell Cleveland.
Renaissance Group additionally serves as investment adviser to Renaissance
Capital Growth & Income Fund III, Inc., a closed-end business development
company listed on the Nasdaq National Market. Renaissance Group is also the
Investment Manager of Renaissance U.S. Growth and Income Trust, PLC, an
investment trust listed on the London Stock Exchange.
EXPERIENCE OF INDEPENDENT GENERAL PARTNERS
Ernest C. Hill, age 60, has a broad background in convertible securities
analysis with major NYSE brokerage firms and institutional investors. He
specializes in computer-aided investment analysis and administrative procedures.
Mr. Hill was awarded a Ford Fellowship to the Stanford School of Business, where
he received an MBA, with honors, in Investment and Finance. Mr. Hill's prior
experience includes service as Assistant Professor of Finance, Southern
Methodist University, and Associate Director of the Southwestern Graduate School
of Banking. Mr. Hill serves as a director of other investment funds sponsored
by the Renaissance Group.
Don M. Patterson, age 56, has experience both as a corporate executive
officer and as a professional corporate advisor. From 1997 to 1999, he served
as Vice President of Taxation and Special Projects for Halter Marine Group, Inc.
headquartered in Gulfport, Mississippi. Professionally qualified as a CPA and
an attorney, Mr. Patterson was previously self-employed for more than 5 years,
serving as a financial consultant to smaller public companies. From 1988 to
1990, he served as Senior Vice President and Chief Financial Officer of
Securities Services Insurance Company, a specialty insurance carrier. From 1986
to 1988, he served as Vice President-Financial and Administration for Computer
Support Corp. Mr. Patterson holds a BSBA/Accounting degree from the University
of Tulsa and a JD degree from the University of Tulsa College of Law.
BACKGROUND AND EXPERIENCE OF DIRECTORS AND OFFICERS OF RENAISSANCE GROUP
The following table sets forth certain information regarding the directors
and officers of the Managing General Partner:
Name:
Position:
Russell Cleveland President, Chief Executive Officer and Director
Barbe Butschek Senior Vice President, Secretary and Treasurer
Robert C. Pearson Senior Vice President - Investments
John A. Schmit Vice President - Investments
<PAGE>
Russell Cleveland, age 61, is the President, Chief Executive Officer, the
sole Director and the majority shareholder of Renaissance Group. He is a
Chartered Financial Analyst with over thirty years experience as a specialist in
investments for smaller capitalization companies. Mr. Cleveland served as a
director of Greiner Engineering, Inc. (NYSE), a former portfolio investment of a
Renaissance Group investment partnership. A graduate of the Wharton School of
Business, Russell Cleveland has served as President of the Dallas Association of
Investment Analysts. Mr. Cleveland serves as Chairman of the Board, President
and Director of Renaissance Capital Growth & Income Fund III, Inc. and as a
Director and President of Renaissance US Growth and Income Trust PLC. Mr.
Cleveland also serves on the Board of Directors of the following companies:
Feminique Corporation, Bentley Pharmaceuticals, Inc., Danzer Corporation,
Tutogen Medical, Inc., and Technology Research Corporation.
Barbe Butschek, age 45, has been associated with Renaissance Group and its
predecessor companies since 1977. As Senior Vice President, Secretary and
Treasurer of Renaissance Group, she has been responsible for office management,
accounting management and records management of the series of investor limited
partnerships. Ms. Butschek supervises investor records and information with
respect to Renaissance Group and its funds. She also prepares and maintains
investor tax and information reports. Barbe Butschek serves as Secretary for
the Partnership and as Secretary and Treasurer of Renaissance Capital Growth &
Income Fund III, Inc.
Robert C. Pearson, age 64, joined the Renaissance Group in April 1997 and is
Senior Vice President of Investments of Renaissance Group and Vice President of
Renaissance Capital Growth & Income Fund III, Inc. Mr. Pearson brings over
thirty years of experience to Renaissance Capital's corporate finance function.
From May 1994 to May 1997, Mr. Pearson was an independent financial management
consultant. From May 1990 to May 1994, he served as Chief Financial Officer and
Executive Vice President of Thomas Group, Inc., a management consulting firm,
where he was instrumental in moving a small privately held company from a
start-up to a public company with over $40 million in revenues. Prior to 1990,
Mr. Pearson was responsible for all administrative activities for the
Superconducting Super Collider Laboratory. In addition, from 1960 to 1985, Mr.
Pearson served in a variety of positions at Texas Instruments in financial
planning and analysis, holding such positions as Vice President-Controller and
Vice President-Finance. Mr. Pearson holds a BS in Business from the University
of Maryland and was a W.A. Paton scholar with an MBA from the University of
Michigan.
John A. Schmit, age 32, joined Renaissance Group in 1997 and is Vice
President - Investments. Mr. Schmit is responsible for portfolio analysis and
monitoring. From September 1994 to February 1996, he attended The Georgetown
University Law Center and from September 1992 to September 1994, he practiced
law at the law firm of Gibson, Ochsner & Adkins. He holds a BBA in Finance from
Texas Christian University, a JD from the University of Oklahoma College of Law
and an LLM in International and Comparative Law from The Georgetown University
Law Center.
Item 11. Executive Compensation
COMPENSATION PAID TO GENERAL PARTNERS
Pursuant to the Advisory Agreement, Renaissance Group is entitled to receive
a quarterly management fee of 0.5% of Partnership assets and an annual incentive
fee equal to 20% of the Partnership's net realized capital gains after allowance
for unrealized depreciation and after the Limited Partners have received a 10%
annual return on their capital contributions (less brokerage fees and
commissions incurred by the Partnership on behalf of such Limited Partner or
Limited Partners). In addition, the Partnership is obligated to pay any direct
costs, such as fees of any legal, accounting or other professional advisors, and
any travel, phone and other allocated expenses incurred on behalf of the
Partnership. Neither the management fee nor the incentive fee can be increased
except with the affirmative vote of the holders of a majority of the outstanding
Units. The directors and officers of Renaissance Group receive no direct
compensation from the Partnership.
As of December 31, 1999, the Partnership owed Renaissance Group $42,147 for
past due operating expenses paid by Renaissance Group on behalf of the
Partnership, which was attributable to services rendered in 1999. Total
management fees earned by Renaissance Group from the Partnership in 1999 were
$65,252.
<PAGE>
In return for their services to the Partnership, the Independent General
Partners are paid a regular quarterly cash payment from the Partnership in the
amount of $6,000. The Independent General Partners are also entitled to full
reimbursement of all reasonable expenses relative to their services on behalf of
the Partnership. Total reimbursable expenses for the Independent General
Partners were $350.79 in 1999. The aggregate compensation for 1999 paid by the
Partnership to each Independent General Partner, and the aggregate compensation
paid to each Independent General Partner for the most recently completed fiscal
year by all funds to which Renaissance Group provides investment advisory
services (collectively, the "Renaissance Fund Complex") is as set forth below:
<TABLE>
<S> <S> <S> <S> <S>
Pension or
Retirement Total
Aggregate Benefits Accrued Compensation
Name of Compensation As Part of Estimated from Partnership
Independent from Partnership Annual Benefits and Renaissance
General Partner Partnership Expenses upon Retirement Fund Complex
- -------------------------------------------------------------------------------
<C> <C> <C> <C>
Ernest C. Hill $ 24,000.00 $0 $0 $ 38,000.00
Don M. Patterson 24,000.00 0 0 24,000.00
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the number of Units of
the Partnership beneficially owned at the Record Date, by (i) the persons who,
to the knowledge of the Partnership, beneficially owned more than 5% of the
outstanding Units, (ii) each general partner of the Partnership, and (iii) all
directors and officers of Renaissance Group:
<TABLE>
<S> <S> <S>
Units
Beneficially Percent of Total Units
Name and Address of Beneficial Owner Owned Outstanding
- ----------------------------------------------------------------------------
<C> <C>
HEB Investment and Retirement Plan Trust 12.75 9.93%
P.O. Box 839999
San Antonio, Texas 78212
Renaissance Capital Group, Inc. -0- -0-
8080 N. Central Expressway, #210
Dallas, Texas 75206
Ernest C. Hill -0- -0-
8080 N. Central Expressway, #210
Dallas, Texas 75206
Don M. Patterson -0- -0-
8080 N. Central Expressway, #210
Dallas, Texas 75206
All directors and officers 4.25 3.30%
of Renaissance Capital Group, Inc.
(4 persons)
</TABLE>
Item 13. Certain Relationships and Related Transactions
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Advisory Agreement, Renaissance Group serves as managing
general partner and as investment adviser to the Partnership, subject to the
supervision of the Independent General Partners. Services provided to the
<PAGE>
Partnership include the valuation of assets of the Partnership, upon which the
management fee paid to Renaissance Group is based in part. The valuations of
portfolio securities are performed in accordance with generally accepted
accounting principles and financial reporting policies of the Securities and
Exchange Commission. In addition, from time to time the Independent General
Partners review the valuation policies to determine their appropriateness. The
Independent General Partners also establish the appraisal procedures for
determining the fair value of investments for which no readily available market
exists. Appraisal valuations are, by their nature, subjective. The Independent
General Partners may also hire independent firms to review the Managing General
Partner's valuation methods or to conduct its own valuation of certain
investments, and any conclusions by such independent firm is conclusive and
binding upon the Partnership.
Renaissance Group also provides services to Portfolio Companies from time to
time, pursuant to the Advisory Agreement. Generally, the management fees
received by Renaissance Group for services to a Portfolio Company are paid to
the account of the Partnership, however, occasionally Renaissance Group provides
unusual services for a Portfolio Company that are unrelated to and not required
under the terms of the investment by the Partnership in such Portfolio Company.
Fees for such services are paid directly to Renaissance Group, subject to the
limitations and requirements imposed by the 1940 Act and only with the approval
of the Independent General Partners, which approval is based, in part, on the
determination that the fees for such services are no greater than fees for
comparable services charged by unaffiliated third parties. No such fees were
paid or requested in 1999.
Renaissance Group has formed, and may form in the future, other investment
funds to make investments in companies similar to those in which the Partnership
invests. Renaissance Group, and certain of its affiliates and subsidiaries,
also provide investment advisory services, management consulting services and
investment banking services to these entities. 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, vests in the
General Partners, subject to the provisions of the 1940 Act.
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 1999.
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)
(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.
<PAGE>
(2) Incorporated by reference from the Registrant's 1999 Proxy to be filed
with the Securities and Exchange Commission on or around April 16, 2000.
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, 2000 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, 2000
of the Managing General Partner
of the Registrant (Principal
Executive Officer and Principal
Operating Officer)
/S/
- -----------------
Barbe Butschek Senior Vice President, Secretary March 31, 2000
and Treasurer and Chief
Financial Officer of the Managing
General Partner of the Registrant
/S/
- -----------------
Ernest C. Hill Independent General Partner March 31, 2000
/S/
- -----------------
Don M. Patterson Independent General Partner March 31, 2000
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-2 through F-3
Statements of Assets, Liabilities and
Partners' Equity, December 31, 1999 and 1998 F-4
Statements of Investments-
December 31, 1999 and 1998 F-5 through F-6
Statements of Operations-Years ended
December 31, 1999, 1998, and 1997 F-7
Statements of Partner's Equity-Years ended
December 31, 1999, 1998, and 1997 F-8
Statements of Cash Flows-Years ended
December 31, 1999, 1998, and 1997 F-9
Notes to Financial Statements F-10 through F-15
<PAGE>
Independent Auditors' Report
To 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, 1999, and the
related statements of operations, partners' equity, and cash flows for the year
then ended. 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. The financial statements of
Renaissance Capital Partners, Ltd. as of December 31, 1998 and 1997, were
audited by other auditors whose report dated February 12, 1999 expressed an
unqualified opinion on those statements.
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. 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, 1999 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As disclosed in Note 6, the
Managing General Partner has determined that the partnership should be dissolved
by June, 2000. For this reason, it is not likely that the Partnership will
continue as a going concern. Because of the illiquid nature of the partnership
investments, this objective cannot be accomplished without a possible
detrimental effect upon the value of the Partnership's investments. The
Managing General Partner cannot predict what the outcome of this uncertainty
may be. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
S/CHESHIER & FULLER, L.L.P.
CHESHIER & FULLER, L.L.P.
Dallas, Texas
February 25, 2000
(Except for Note 7, as to which
the date is March 27, 2000)
<PAGE>
Independent Auditors' Report
The Partners
Renaissance Capital Partners, Ltd.:
We have audited the accompanying statement of assets, liabilities and partners'
equity of Renaissance Capital Partners, Ltd. (a Texas Limited Partnership),
including the statement of investments, as of December 31, 1998, and the related
statements of operations, partners' equity, and cash flows for each of the years
in the two-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, 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 the results of its operations and its cash
flows for each of the years in the two-year period ended December 31, 1998, in
conformity with generally accepted accounting principles.
KPMG LLP
Dallas, Texas
February 12, 1999
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Assets, Liabilities and Partners' Equity
December 31, 1999 and 1998
<TABLE> <S> <S>
1999 1998
---- ----
Assets <C> <C>
Cash and cash equivalents $ 377,803 $ 924,786
Accounts receivable-Perlmutter 100,000 -0-
Investment in Sunrise Media LLC -0- 1,152,674
Investments at fair value, cost of $6,045,517
in 1999 and $5,658,903 in 1998 2,113,347 1,636,807
Interest receivable 18,835 28,093
Other assets 22,729 2,594
---------- ----------
$2,632,714 $3,744,954
========== ==========
Liabilities and Partners' Equity
Liabilities:
Accounts payable $ 380 $ 9,201
Accounts payable affiliate 42,147 49,473
---------- ----------
Total liabilities 42,527 58,674
---------- ----------
Partners' equity:
Limited partners (128.36 units outstanding
in 1999 and 128.36 in 1998) 2,590,187 3,686,280
---------- ----------
Total partners' equity 2,590,187 3,686,280
---------- ----------
Total liabilities and partners' equity $2,632,714 $3,744,954
========== ==========
Limited partners' equity per limited
partnership unit $ 20,179 $ 28,718
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN> </TABLE> <PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments
December 31, 1999 and 1998
<TABLE> <S> <S> <S>
1999
Principal
Balance /
Shares Cost Value
--------- --------- -----------
<C> <C> <C>
Eligible Portfolio Investments (1):
Notes Receivable -
Danzer Corporation (formerly Global
Environmental Corporation) - air
pollution control equipment:
13% note receivable due December
31, 1999 (2) 25,000 $ 25,000 $ 25,000
Feminique, Inc. (formerly Biopharma-
ceutics, Inc.) - pharmaceuticals:
Convertible to 666,667 common shares-
8% note-principal due June 1, 2000 (3) 100,000 100,000 100,000
---------- ----------
125,000 125,000
Common Stock, Preferred Stock and Options:
Danzer Corporation (formerly Global
Environmental Corporation) - air
pollution control equipment:
Common shares 11,719,110 2,678,480 1,447,360
Feminique, Inc. (formerly Biopharma-
ceutics, Inc.) - pharmaceuticals:
Common shares 2,611,111 245,083 152,356
Lion's Gate Entertainment Corporation -
independent film distributor:
Common shares 73,125 733,312 171,935
Next Generation Media Corporation -
cooperative direct mailing advertising:
Series A convertible preferred shares 155,096 775,485 -0-
Options 103,398 500 -0-
---------- ----------
4,557,860 1,896,651
Other Portfolio Investments:(1)
Feminique, Inc. (formerly Biopharma-
ceutics, Inc.)-pharmaceuticals:
Common shares 2,736,063 1,488,657 216,696
---------- ----------
$6,046,517 $2,113,347
<FN>(1) Valued at fair value as determined by the General Partners.
(2) Delinquent as of February 25, 2000.
(3) Accrued interest delinquent as of December 31, 1999.
The accompanying notes are an integral part of these financial statements.
</FN> </TABLE> <PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Investments
December 31, 1999 and 1998
<TABLE> <S> <S> <S>
1998
Principal
Balance /
Shares Cost Value
--------- --------- ----------
Eligible Portfolio Investments: (1) <C> <C> <C>
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 Entertainment Corpora-
tion - independent film distributor:
Common shares 73,125 733,313 226,231
Next Generation Media Corporation -
cooperative direct mail advertising:
Series A convertible preferred shares 155,096 775,485 -0-
Options 103,398 500 -0-
---------- ----------
4,020,246 1,121,133
---------- ----------
Other Portfolio Investments (1):
Feminique, Inc.(formerly Biopharma-
ceutics, 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.
(2) Note receivable delinquent as of December 31, 1998.
The accompanying notes are an integral part of these financial statements.
</FN> </TABLE> <PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Operations
Years ended December 31, 1999, 1998 and 1997
<TABLE> <S> <S> <S>
1999 1998 1997
---- ---- ----
Income: <C> <C> <C>
Interest $ 6,857 $ 12,698 $ 183,416
Dividends 19,555 24,112 14,192
----------- ----------- -----------
26,412 36,810 197,608
----------- ----------- -----------
Expenses:
General and administrative 93,503 214,181 731,892
Management fees 65,252 112,738 228,363
----------- ----------- -----------
(158,755) (326,919) (960,255)
----------- ----------- -----------
Operating income (loss) (132,343) (290,109) (762,647)
----------- ----------- -----------
Investment income (loss):
Operating loss from investment in
Sunrise Media LLC (168,601) (113,434) (383,085)
Net unrealized appreciation
(depreciation) on investments 496,561 (5,601,280) (2,849,578)
Net realized gain (loss) on
investments (1,291,710) (483,570) 2,018,100
----------- ----------- -----------
Investment income (loss) (963,750) (6,198,284) (1,214,563)
----------- ----------- -----------
Net income (loss) $(1,096,093) $(6,488,393) $(1,977,210)
=========== =========== ===========
Limited Partners' share of net income
(loss) of $(8,539.21), $(50,488.04),
and $(14,975.61) per unit for 1999,
1998 and 1997, respectively $(1,096,093) $(6,487,208) $(1,929,757)
General Partners' share of net
income (loss) -0- (1,185) (47,453)
----------- ----------- -----------
Net income (loss) $(1,096,093) $(6,488,393) $(1,977,210)
=========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN> </TABLE> <PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Partners' Equity
Years ended December 31, 1999, 1998 and 1997
<TABLE> <S> <S> <S>
General Limited
Partner Partners Total
------- -------- -----
Balance, <C> <C> <C>
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 - (38,699) (38,699)
-------- ---------- ----------
Balance,
December 31, 1998 - 3,686,280 3,686,280
Net loss - (1,096,093) (1,096,093)
-------- ---------- ----------
Balance,
December 31, 1999 $ - $2,590,187 $2,590,187
======== ========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN> </TABLE> <PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
<TABLE> <S> <S> <S>
1999 1998 1997
---- ---- ----
Cash flows from operating activities: <C> <C> <C>
Net income (loss) $(1,096,093) $(6,488,393) $(1,977,210)
Adjustments to reconcile net income
(loss) to net cash used in
operating activities:
Net unrealized (appreciation)
depreciation on investments (496,561) 5,601,280 2,849,578
Loss from investment in Sunrise
Media LLC 168,601 113,434 383,085
Net realized (gain) loss on
investments 1,291,710 483,570 (2,018,100)
Decrease (increase) in interest
receivable 9,258 7,864 (143,297)
Decrease (increase) in other
assets (20,135) 102,880 (104,409)
Increase (decrease) in accounts
payable (8,821) (2,671) (39,755)
Increase (decrease) in accounts
payable - affiliate ( 7,326) (11,360) (773,238)
---------- ---------- -----------
Net cash used in operating
activities (159,367) (193,396) (1,823,346)
---------- ---------- -----------
Cash flows from investing activities:
Contribution/advance to Sunrise
Media LLC - (37,000) (262,697)
Proceeds from sale of investments - 620,352 3,126,849
Purchase/funding of investments (387,616) (79,000) (445,000)
---------- ---------- -----------
Net cash provided by (used in)
investing activities (387,616) 504,352 2,419,152
---------- ---------- -----------
Cash flows from financing activities
Repurchase of limited partner units - (38,699) -
---------- ---------- -----------
Net increase (decrease) in
cash and cash equivalents (546,983) 272,257 595,806
Cash and cash equivalents at the
beginning of the year 924,786 652,529 56,723
---------- ---------- -----------
Cash and cash equivalents at the end
of the year $ 377,803 $ 924,786 $ 652,529
========== ========== ===========
<FN>
Noncash investing and financing transactions
During 1997, $144,465 of interest receivable was capitalized as investments in
common stock.
During 1999, $17,532 of interest receivable was capitalized as investments in
common stock.
During 1999, an investment was sold for a receivable of $100,000.
The accompanying notes are an integral part of these financial statements.
</FN> </TABLE> <PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Note 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. 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 as permitted in the Partnership Agreement. However, as of December
31, 1999, in accordance with the original terms of the partnership
agreement, the Managing General Partner intends to begin winding down the
Partnership to termination during 2000.
Note 2- Summary of Significant Accounting Policies
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.
Statements of Cash Flows
The Partnership considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.
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
(128.36 in 1999, 128.49 units 1998, and 128.86 units in 1997).
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.
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Note 2 -Summary of Significant Accounting Policies, continued
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.
Note 3 - Transactions with Managing General Partner
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, 1999, 1998 and
1997, the Partnership incurred $65,236, $114,894, and $228,363,
respectively, for such management fees.
During 1999, 1998 and 1997, the Managing General Partner incurred
approximately $19,491, $50,000, and $45,000, respectively, of
administrative expenses on behalf of the Partnership. Such amounts are
included in general and administrative expenses in the accompanying
statements of operations.
Each of the two 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.
Note 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, 1999 and 1998, at quoted market or fair value, as determined
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Note 4 -Investments, continued
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:
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 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.
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Note 4 -Investments, continued
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.
The investment in Feminique Corporation ("Feminique") is $369,052 for
5,347,174 shares of common stock as of December 31, 1999 and $365,657 for
2,736,063 shares of common stock as of December 31, 1998. The common stock
has been valued by the General Partners at quoted market value less
estimated costs to sell the common stock. During 1999, the Partnership
acquired a $100,000 debt instrument which may be convertible into 666,667
common shares of Feminique.
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. In 1999, 1998, and 1997, the Partnership
incurred operating losses of $168,601, $113,434, and $383,085, respectively,
as a result of 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
assets, liabilities and partner's equity as of December 31, 1998, is an
additional $407,637 allowance on the Partnership's investment in Sunrise.
In addition the Partnership's investment in Sunrise includes loans of
$237,000 as of December 31, 1998. The loans were made under 7% notes due in
April and July, 1999. The notes were never liquidated. On December 29,
1999, the Partnership sold its interest in Sunrise and the loans to Sunrise
for $100,000 to Alvin H. Perlmutter, the President of Sunrise. The $100,000
was received $60,000 on January 12, 2000 and $40,000 on February 17, 2000.
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 and December 31, 1999.
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
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Note 4 -Investments, continued
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.
During 1999, the Partnership converted its $150,000 note receivable and
$17,532 of accompanying accrued interest due from Danzer Corporation
("Danzer") into 1,675,318 shares of Danzer common stock. During 1999, the
Partnership also agreed to advance up to $57,966 to Danzer of which $25,000
had been advanced as of December 31, 1999. The note was due and in default
as of December 31, 1999. Management believes that Danzer will be able to
restructure its obligations and repay the Partnership's note receivable.
The financial statements include investments valued at $2,113,347 (80% of
total assets) and $2,789,481 (74% of total assets) as of December 31, 1999
and 1998, 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, 1999 and 1998, the net unrealized appreciation
(depreciation) associated with investments held by the Partnership was
$(3,933,170) and $(4,429,733) (including a $407,637 allowance on the
Partnership's investment in Sunrise), respectively.
Note 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. 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, 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. To the extent that allocation of
net capital loss, both realized and unrealized, 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.
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 1999, 1998 and 1997, the
distributions to the limited partners were discontinued.
<PAGE>
RENAISSANCE CAPITAL PARTNERS, LTD.
Notes to Financial Statements
December 31, 1999, 1998 and 1997
Note 5 - Partner's Equity, continued
During 1998, $38,699 was paid out to a limited partner in exchange for .50
units, which have been retired.
Note 6 - Liquidation
Under the terms of the Agreement and Articles of Limited Partnership, the
Partnership was to be terminated June 14, 1999, eight (8) years from the
date of the final closing of the purchase of limited partnership interests,
unless extended for up to three (3) additional one-year periods, if the
Managing General Partner, with consent of at least one of the Independent
General Partners, determines that such extension is in the best interest of
the Partnership. For this reason, the Managing General Partner has
determined that the Partnership should be dissolved by June, 2000. Because
of the illiquid nature of the Partnership's investments, there are no
assurances that this objective cannot be accomplished without a possible
detrimental effect upon the value of the Partnership's investments. The
Managing General Partner cannot predict what the outcome of this uncertainty
may be. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Note 7 - Subsequent Event
In January, 2000, the Partnership advanced an additional $37,000 to
Feminique pursuant to an 8% convertible promissory note bearing the same
terms and conditions as the $100,000 note executed during 1999.
Effective February 18, 2000, Jonathan Rosen, the Company's President and
CEO, resigned his management position. Mr. Rosen maintained his position
as a member of the Company's Board of Directors. In March 2000, Mr.
Cleveland resigned his positions as Interim President, Chairman and
Director of the Company, and two additional Board Members, Mr. James Murphy
and Mr. Barry Weisberg, resigned their Board positions as well.
The impact to the Partnership of these management and board transitions at
Feminique and the underlying activities causing these transitions have not
been fully assessed by the Managing General Partner. The financial
viability of Feminique could be affected and the Partnership's investment
in Feminique could be adversely affected. The Managing General Partner is
in the process of determining the extent of adverse consequences to the
Partnership.
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<INVESTMENTS-AT-COST> 6,046,517
<INVESTMENTS-AT-VALUE> 2,113,347
<RECEIVABLES> 118,835
<ASSETS-OTHER> 22,729
<OTHER-ITEMS-ASSETS> 377,803
<TOTAL-ASSETS> 2,632,714
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 42,527
<TOTAL-LIABILITIES> 42,527
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,002,169
<SHARES-COMMON-STOCK> 128
<SHARES-COMMON-PRIOR> 128
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 2,120,488
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 3,765,959
<ACCUM-APPREC-OR-DEPREC> (3,525,535)
<NET-ASSETS> 2,590,187
<DIVIDEND-INCOME> 19,555
<INTEREST-INCOME> 6,857
<OTHER-INCOME> 0
<EXPENSES-NET> 327,356
<NET-INVESTMENT-INCOME> (300,944)
<REALIZED-GAINS-CURRENT> (1,291,710)
<APPREC-INCREASE-CURRENT> 496,561
<NET-CHANGE-FROM-OPS> (1,096,093)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,096,093)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 1,819,544
<OVERDIST-NET-GAINS-PRIOR> 6,496,345
<GROSS-ADVISORY-FEES> 65,252
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 300,944
<AVERAGE-NET-ASSETS> 3,138,234
<PER-SHARE-NAV-BEGIN> 28,719
<PER-SHARE-NII> (2,345)
<PER-SHARE-GAIN-APPREC> (6,195)
<PER-SHARE-DIVIDEND> 152
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20,179
<EXPENSE-RATIO> 0.05
[AVG-DEBT-OUTSTANDING] 50,601
[AVG-DEBT-PER-SHARE] 394.21
</TABLE>
