UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended March 31,June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-20671
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-2533518
---------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
8080 North Central Expressway, Dallas, Texas 75206-1857
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
214-891-8294
---------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days.
Yes __x__ No _____
4,351,418 shares of common stock were outstanding at MayAugust 14, 2002.
The Registrant's Registration Statement on Form N-2 was declared effective by
the Securities and Exchange Commission on May 6, 1994.
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Renaissance Capital Growth & Income Fund III, Inc.
Statements of Assets and Liabilities
(Unaudited)
Assets December 31,2002 March 31,200331, 2002 June 30, 2003
Cash and cash equivalents $10,968,001 $20,185,505$35,172,840
Investments at fair value, cost of $32,918,344
and $34,779,568$34,521,950 December 31,2002 and
March 31,June 30, 2003, respectively 39,459,243 35,259,27349,563,287
Accounts receivable - brokerage 110,381 -
Interest and dividends receivable 28,409 418,407494,055
Prepaid expenses 40,068 21,5752,877
----------- -----------------------
$50,495,721 $55,884,760$85,343,440
=========== ===========
Liabilities and Net Assets
Liabilities:
Due to broker (Note 3) 9,001,163 19,003,99134,491,604
Accounts payable 12,106 20,93221,632
Accounts payable - affiliate 223,386 372,169344,753
----------- -----------
9,236,655 19,397,09234,857,989
----------- -----------
Commitments and contingencies
Net assets:
Common stock, $1 par value; authorized
20,000,000 shares; 4,561,618 issued;
4,351,418 shares outstanding 4,561,618 4,561,618
Additional paid-in-capital 35,642,954 35,642,954
Treasury stock at cost, 209,900 shares at
December 31, 2002 , and at March 31,June 30, 2003 (1,734,966) (1,734,966)
Distributable earningsAccumulated deficit (3,751,440) (2,461,643)(3,025,492)
Net unrealized appreciation of investments 6,540,900 479,70515,041,337
----------- ---------------------
Net assets, equivalent to $9.48 and $8.38$11.60
per share at December 31, 2002
March 31,June 30, 2003, respectively 41,259,066 36,487,668
---------- ----------50,485,451
----------- -----------
$50,495,721 $55,884,760$85,343,440
=========== ===========
See accompanying notes to financial statements.
2
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments
(unaudited)
March 31,June 30, 2003
---------------------------------------------------------------------------------------------------
Interest Due Fair % of Net
Rate Date Cost Value Assets
Eligible Portfolio Investments -
Convertible Debentures and
Promissory Notes
Active Link Communications, Inc. -
Convertible bridge note (2) 12.00 09/30/03 $ 41,48019,023 $ 41,480 0.110 0.00
Convertible note (2) 8.00 09/30/03 125,000 125,000 0.340 0.00
Convertible note (2) 8.00 09/30/03 250,000 250,000 0.690 0.00
Business Process Outsourcing -
Convertible debenture (1)(3) 12.00 08/31/03 98,000 100,001 0.270.20
Dexterity Surgical, Inc. -
Convertible debenture (2) 9.00 12/19/04 1,316,282 1,066,282 2.922.11
EDT Learning, Inc. -
Convertible redeemable note (2) note(2)12.00 03/29/12 500,000 500,000 1.370.99
Integrated Security Systems, Inc. -
Promissory notes (4) 8.00 09/05/03 325,000 325,000 0.89525,000 525,000 1.04
Laserscope -
Convertible debenture (2) 8.00 02/11/07 1,500,000 4,621,320 12.671,300,000 8,226,503 16.29
Simtek Corporation -
Convertible debenture (2) 7.50 06/28/09 1,000,000 1,000,000 2.741,094,872 2.17
---------- ---------- -----------
$ 5,155,762 $ 8,029,083 22.00%5,133,305 $11,512,658 22.80%
----------- -------------------- -----
3
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31,June 30, 2003
---------------------------------------------------------------------------------------------------
Interest Due Fair % of Net
Rate Date Cost Value Assets
Other Portfolio Investments -
Convertible Debentures and
Promissory Notes
CareerEngine Network, Inc. -
Convertible debenture (2) 12.00 03/31/10 $ 250,000 $ 250,000 0.690.50
Interpool, Inc. -
Convertible debenture (2) 9.25 12/27/22 375,000 375,000 1.020.74
----------- --------------------- -----
$ 625,000 $ 625,000 1.71%1.24%
----------- --------------------- -----
(1) Valued at fair value as determined by the Investment Adviser (Note 6).
(2) Restricted securities - securities that are not fully registered and freely
tradeable.
(3) Securities in a privately owned company.
(4) Securities that have no provision allowing conversion into a security for
which there is a public market.
(5) Includes Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
4
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31,June 30, 2003
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
Bentley Pharmaceuticals, Inc. -
Common stock 400,000 $ 500,000 $ 3,175,920 8.705,207,400 10.31
CaminoSoft Corp. -
Common stock 1,750,000 4,000,000 883,575 2.42727,650 1.44
Common stock (2) 708,333 875,000 289,575 0.79229,650 0.45
Dexterity Surgical, Inc. -
Preferred stock - A (2) 500 500,000 0 0.00
Preferred stock - B (2) 500 500,000 0 0.00
Common stock (2) 260,000 635,000 0 0.00
eOriginal Holdings, Inc. -
Series A, preferred stock (3)(1) 10,680 4,692,203 770,380 2.114,692,207 770,383 1.53
Series B, preferred stock (3)(1) 25,646 620,329 1,849,928 5.073.66
Series C, preferred stock (3)(1) 28,929 699,734 2,086,741 5.724.13
Fortune Natural Resources Corp. -
Common stock 1,262,394 500,500 87,484 0.24324,940 0.64
Gasco Energy, Inc. -
Common stock (2) 250,000 250,000 76,900 0.21217,800 0.43
Integrated Security Systems, Inc. -
Common stock 393,259 215,899 70,079 0.1954,506 0.11
Common stock - PIK (2) 194,707 47,178208,004 49,173 0 0.00
Series D, preferred stock (2) 187,500 150,000 40,500 0.1131,500 0.06
Series F, preferred stock (2) 2,714,945 542,989 542,989 1.49456,111 0.90
Series G, preferred stock (2) 18,334,755 3,666,951 3,666,951 10.063,080,239 6.10
5
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31,June 30, 2003
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
JAKKS Pacific, Inc. -
Common stock 59,847 357,088 613,815 1.6849,847 $ 297,421 $ 655,841 1.30
Laserscope -
Common stock (2) 160,000 200,000 1,265,616 2.51
Poore Brothers, Inc. -
Common stock (2) 2,016,357 2,078,170 3,835,520 10.527,645,225 15.14
Simtek Corp. -
Common stock (2) 1,000,000 195,000 150,400 0.41376,200 0.75
ThermoView Industries, Inc. -
Common stock 134,951 497,832 60,121 0.1685,505 0.17
Miscellaneous Securities 2,165 179,432 0.49272,861 0.54
----------- ----------- ------
$21,526,042 $18,380,313 50.37%$21,668,370 $25,338,096 50.19%
----------- ----------- ------
(1) Valued at fair value as determined by the Investment Adviser (Note 6).
(2) Restricted securities - securities that are not fully registered and freely
tradeable.
(3) Securities in a privately owned company.
(4) Securities that have no provision allowing conversion into a security for
which there is a public market.
(5) Included Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
6
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31,June 30, 2003
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
AirNet Systems, Inc. -
Common stock (2) 75,00050,000 $ 318,750212,500 $ 170,033 0.47200,475 0.40
Bentley Pharmaceuticals, Inc. -
Common stock 135,879 246,325 1,078,852 2.9672,979 116,582 950,077 1.88
Canterbury Consulting Group, Inc. -
Common stock 28,572 193,473 28,003 0.0818,521 125,415 14,302 0.03
Capital Senior Living Corp -
Common stock 57,100 146,335 166,761 0.46
Creative Host Services, Inc. -
Common stock 4,830 7,921 8,416 0.02
Daisytek International, Inc. -
Common stock 149,600 649,934 287,322 0.79176,935 0.35
Dave & Busters, Inc. -
Common stock 100,000 653,259 895,950 2.451,079,100 2.14
Dwyer Group, Inc. -
Common stock 675,000 1,966,632 2,873,475 7.87525,000 1,627,470 3,751,358 7.43
EDT Learning, Inc. -
Common stock 48,266 27,033 17,202 0.050.03
7
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31,June 30, 2003
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
Flamel Technologies, SA -
Common stock 20,000 86,213 141,570 0.39100,000 832,267 1,331,550 2.64
Gasco Energy, Inc. -
Common stock 68,125 48,767 36,420 0.10170,000 99,705 148,104 0.29
I-Flow Corporation -
Common stock 100,000 254,038 249,480 0.68735,570 1.46
Inet Technologies, Inc. -
Common stock 96,600 530,338 564,241 1.55951,558 1.88
Medical Action Industries, Inc. -
Common stock 10,000 112,490 106,920 0.29
Nautilus Group, Inc. -
Common stock 25,000 400,626 352,935 0.97292,329 404,168 0.80
Precis, Inc. -
Common stock 100,700 1,025,047 324,002 0.89200,700 1,372,416 913,988 1.81
Stonepath Group, Inc. -
Common stock (2) 200,000 270,000 267,720 0.73461,360 0.91
8
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31,June 30, 2003
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
US Home Systems, Inc. -
Common stock 110,000 535,587 655,578 1.80535,588 951,786 1.89
Miscellaneous Securities 0 0 0.00
----------- ----------- -----------
$ 7,472,768 $ 8,224,880 22.55%
------------ ------------7,095,275 $12,087,533 23.94%
----------- ----------- ------
$34,779,568 $35,259,273 96.63%$34,521,950 $49,563,287 98.17%
=========== =========== =============
Allocation of Investments -
Restricted Shares, Unrestricted Shares,
and Other Securities
Restricted Securities (2) $15,386,800 $17,269,670 47.33%$15,260,088 $25,476,833 50.46%
Unrestricted Securities $12,955,337 $12,678,121 34.74%$12,624,427 $18,481,540 36.61%
Other Securities (5) $ 6,437,4316,637,435 $ 5,311,482 14.56%5,604,914 11.10%
(1) Valued at fair value as determined by the Investment Adviser (Note 6).
(2) Restricted securities - securities that are not fully registered and freely
tradeable.
(3) Securities in a privately owned company.
(4) Securities that have no provision allowing conversion into a security for
which there is a public market.
(5) Includes Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
9
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments
(continued)
(unaudited)
December 31, 2002
---------------------------------------------------------------------------------------------------
Interest Due Fair % of Net
Rate Date Cost Value Assets
Eligible Portfolio Investments -
Convertible Debentures and
Promissory Notes
Active Link Communications, Inc. -
Convertible bridge note (2) 12.00 09/30/03 $ 41,480 $ 41,789 0.10
Convertible note (2) 8.00 09/30/03 125,000 126,000 0.31
Convertible note (2) 8.00 09/30/03 250,000 252,000 0.61
Business Process Outsourcing -
Convertible debenture (1)(3) 12.00 08/31/03 98,000 100,000 0.24
Dexterity Surgical, Inc. -
Convertible debenture (2) 9.00 12/19/04 1,316,282 1,066,282 2.58
EDT Learning, Inc. -
Convertible redeemable note (2) note(2)12.00 03/29/12 500,000 500,000 1.21
eOriginal, Inc. -
Promissory note (3) 12.00 12/31/02 1,139,683 1,139,683 2.76
Integrated Security Systems, Inc. -
Promissory notes (4) 8.00 09/05/03 325,000 325,000 0.79
Laserscope -
Convertible debenture (2) 8.00 02/11/07 1,500,000 5,026,000 12.18
Simtek Corporation -
Convertible debenture (2) 7.50 06/28/09 1,000,000 1,000,000 2.42
---------- ------------------- ------
$ 6,295,445 $ 9,576,754 23.21%
----------- ----------- ------
10
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
December 31, 2002
---------------------------------------------------------------------------------------------------
Interest Due Fair % of Net
Rate Date Cost Value Assets
Other Portfolio Investments -
Convertible Debentures and
Promissory Notes
CareerEngine Network, Inc. -
Convertible debenture (2) 12.00 03/31/10 $ 250,000 $ 250,000 0.61
Interpool, Inc. -
Convertible debenture (2) 9.25 12/27/22 375,000 375,000 0.91
----------- ----------- ----------------- ------
$ 625,000 $ 625,000 1.51%
----------- ----------- ------
(1) Valued at fair value as determined by the Investment Adviser (Note 6).
(2) Restricted securities - securities that are not fully registered and freely
tradeable.
(3) Securities in a privately owned company.
(4) Securities that have no provision allowing conversion into a security for
which there is a public market.
(5) Included Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
11
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
December 31, 2002
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
Bentley Pharmaceuticals, Inc. -
Common stock 400,000 $ 500,000 $ 3,187,800 7.73
CaminoSoft Corp. -
Common stock 1,750,000 4,000,000 1,559,250 3.78
Common stock (2) 708,333 875,000 549,250 1.33
Dexterity Surgical, Inc. -
Preferred stock - A (2) 500 500,000 0 0.00
Preferred stock - B (2) 500 500,000 0 0.00
Common stock (2) 260,000 635,000 0 0.00
eOriginal, Inc. -
Series A, preferred stock (5) 6,000 1,500,000 794,000 1.92
Series B-1, preferred stock (5)stock(5) 1,785 392,700 1,426,215 3.46
Series B-3, preferred stock (5) 447 107,280 357,153 0.87
Series C-1, preferred stock (5) 2,353 2,000,050 2,000,050 4.85
Fortune Natural Resources Corp. -
Common stock 1,262,394 500,500 81,235 0.20
Gasco Energy, Inc. -
Common stock (2) 250,000 250,000 112,150 0.27
Integrated Security Systems, Inc. -
Common stock 393,259 215,899 93,438 0.23
Common stock - PIK (2) 104,787 28,319 23,640 0.06
Series D, preferred stock (2) 187,500 150,000 54,000 0.13
Series F, preferred stock (2) 2,714,945 542,989 612,492 1.48
Series G, preferred stock (2) 18,334,755 3,666,951 4,086,321 9.90
12
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
December 31, 2002
----------------------------------------------
Fair % of Net-----------------------------------------------
Shares Cost Value Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
JAKKS Pacific, Inc. -
Common stock 59,847 $ 357,088 $ 798,078 1.93
Poore Brothers, Inc. -
Common stock (2) 2,016,357 2,078,170 4,669,485 11.32
Simtek Corp. -
Common stock (2) 1,000,000 195,000 150,400 0.36
ThermoView Industries, Inc. -
Common stock 134,951 497,832 120,241 0.29
Miscellaneous Securities 2,165 462,349 1.12
----------- --------------------- ------
$19,494,943 $21,137,547 51.23%
--------------------- ----------- ------
(1) Valued at fair value as determined by the Investment Adviser (Note 6).
(2) Restricted securities - securities that are not fully registered and freely
tradeable.
(3) Securities in a privately owned company.
(4) Securities that have no provision allowing conversion into a security for
which there is a public market.
(5) Included Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
13
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
December 31, 2002
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
AirNet Systems, Inc. -
Common stock (2) 75,000 $ 318,750 $ 296,860 0.72
Bentley Pharmaceuticals, Inc. -
Common stock 259,979 535,168 2,071,902 5.02
Canterbury Consulting Group, Inc. -
Common stock 200,000 193,473 51,480 0.12
Capital Senior Living Corp -
Common stock 44,500 110,975 112,340 0.27
Creative Host Services, Inc. -
Common stock 4,830 7,921 9,085 0.02
Daisytek International, Inc. -
Common stock 49,600 507,639 389,395 0.94
Dave & Busters, Inc. -
Common stock 100,000 653,259 856,350 2.08
Dwyer Group, Inc. -
Common stock 675,000 1,966,632 2,559,397 6.20
EDT Learning, Inc. -
Common stock 48,266 27,033 14,335 0.03
I-Flow Corporation -
Common stock 100,000 254,038 154,440 0.37
14
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
December 31, 2002
---------------------------------------------------------------------------------------------
Fair % of Net
Shares Cost Value Assets
Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
Inet Technologies, Inc. -
Common stock 75,000 $ 367,434 $ 452,925 1.10
Precis, Inc. -
Common stock 100,700 1,025,047 550,305 1.33
US Home Systems, Inc. -
Common stock 110,000 535,587 601,128 1.46
Miscellaneous Securities 0 0 0.00
----------- ----------------------- ------
$ 6,502,956 $ 8,119,942 19.68%
----------- ----------- ------
$32,918,344 $39,459,243 95.64%
=========== =========== =============
Allocation of Investments -
Restricted Shares, Unrestricted Shares,
and Other Securities
Restricted Securities (2) $15,097,941 $19,191,669 46.52%
Unrestricted Securities $12,255,525 $13,663,124 33.12%
Other Securities (5) $ 5,564,878 $ 6,604,450 16.01%
(1) Valued at fair value as determined by the Investment Adviser (Note 6).
(2) Restricted securities - securities that are not fully registered and freely
tradeable.
(3) Securities in a privately owned company.
(4) Securities that have no provision allowing conversion into a security for
which there is a public market.
(5) Includes Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
15
Renaissance Capital Growth & Income Fund III, Inc.
Statements of Operations
(Unaudited)
Three Months Ended March 31June 30,
2002 2003
---- ----
Income:
Interest $ 92,67593,430 $ 260,53286,954
Dividend Income 18,510 1,106,00924,728 55,221
Commitment and other fees - 1,553
------------ -----------
111,185 1,366,541
------------
-----------118,158 143,728
------------ ------------
Expenses:
General and administrative 87,323 75,048159,287 118,130
Incentive fee - 166,16330,097
Interest expense 29,656 10,03314,745 28,411
Legal and professional fees 66,131 58,16599,158 22,349
Management fees 244,481 162,977233,831 223,901
------------ -----------
427,591 472,386507,021 422,888
------------ -----------
Net investment income (loss) (316,406) 894,155(388,863) (279,160)
Realized and unrealized gain (loss) on investments:
Net unrealized appreciation (depreciation)
on investments 4,791,032 (6,061,196)( 1,985,523) 15,041,337
Net realized loss (gain) on investments (3,375,228) 830,815
-----------( 49,164) 150,483
------------- -----------
Net gain (loss) on investments 1,415,804 (5,230,381)( 2,034,687) 15,191,820
------------ ----------- ------------
Net income (loss) $1,099,398 $(4,336,226)
========== ============($ 1,423,550) $14,912,660
=========== ===========
Net income (loss) per share ($ 0.56) $ 0.25 $ (1.00)
========== ============3.43
============= ===========
See accompanying notes to financial statements.
16
Renaissance Capital Growth & Income Fund III, Inc.
Statements of Operations
(Unaudited)
Six Months Ended June 30,
2002 2003
---- ----
Income:
Interest $ 186,104 $ 347,486
Dividend 43,238 1,161,230
Commitment and other fees - 1,553
----------- ----------
229,342 1,510,269
----------- ----------
Expenses:
General and administrative 246,609 193,180
Incentive fee - 196,260
Interest expense 44,401 38,444
Legal and professional fees 165,289 80,514
Management fees 478,313 386,878
----------- ----------
934,612 895,276
----------- ----------
Net investment income (loss) ( 705,270) 614,993
Realized and unrealized gain (loss) on investments:
Net unrealized appreciation (depreciation)
on investments 2,805,510 8,500,437
Net realized loss (gain) on investments ( 3,424,391) 981,299
----------- ----------
Net gain (loss) on investments ( 618,881) 9,481,736
----------- ----------
Net income (loss) ($ 1,324,151) $10,096,729
=========== ===========
Net income (loss) per share ($ 0.30) $ 2.32
============ ===========
See accompanying notes to financial statements.
17
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Changes in Net Assets
(Unaudited)
Three Months Ended March 31June 30,
2002 2003
---- ----
From operations:
Net investment income (loss) $ (316,406) $ 894,155($ 388,863) ($ 279,160)
Net realized gain (loss) on investments (3,375,228) 830,815( 49,164) 150,483
Increase (decrease) in unrealized
appreciation on investments 4,791,032 (6,061,196)( 1,985,523) 14,561,632
----------- ------------
Net increase (decrease) in net assets
resulting from operations 1,099,398 (4,336,226)( 2,423,550) 14,432,955
----------- -----------------------
From distributions to stockholders:
Common dividends from net investment income - (435,172)
-----------( 435,172)
------------ ------------
Net decrease in net assets resulting from
distributions - (435,172)
-----------( 435,172)
------------ ------------
Total increase (decrease) in net assets 1,099,398 (4,771,398)( 2,423,550) 13,997,783
Net assets:
Beginning of period 55,636,907 36,487,668
----------- -----------
End of period $53,213,357 $50,485,451
=========== ===========
See accompanying notes to financial statements.
18
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Changes in Net Assets
(Unaudited)
Six Months Ended June 30,
2002 2003
---- ----
From operations:
Net investment income (loss) ($ 705,270) $ 614,993
Net realized gain (loss) on investments ( 3,424,391) 981,299
Increase (decrease) in unrealized appreciation
on investments 2,805,510 8,500,437
----------- -----------
Net increase (decrease) in net assets
resulting from operations ( 1,324,151) 10,096,729
----------- -----------
From distributions to stockholders:
Common dividends from net investment income - ( 870,344)
----------- -----------
Net decrease in net assets resulting from
distributions - ( 870,344)
----------- -----------
Total increase (decrease) in net assets ( 1,324,151) 9,226,385
Net assets:
Beginning of period 54,537,508 41,259,066
----------- -----------
End of period $55,636,906 $36,487,668$53,213,357 $50,485,451
=========== ===========
See accompanying notes to financial statements.
1719
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Cash Flows
Three Months ended March 31June 30,
2002 2003
---- ----
Cash flows from operating activities:
Net income (loss) $ 1,099,398 $(4,336,226)($ 2,423,550) $14,912,660
Adjustments to reconcile net income to
net cash provided by (used in) operation
activities:
Net unrealized (appreciation)
depreciation on investments (4,791,032) 6,061,1961,985,523 ( 15,041,337)
Net realized (gain) loss on investments 3,375,228 (830,815)49,164 ( 150,483)
(Increase) decrease in interest and
dividends receivable 34,868 (389,998)( 49,445) ( 75,648)
(Increase) decrease in other receivables - ( 110,381)
(Increase) decrease in other assets 6,398 18,4936,470 18,698
Increase (decrease) in accounts payable 20,104 8,826( 18,238) 700
Increase (decrease) in accounts payable
- affiliate (10,831) 148,78317,539 ( 27,416)
Increase (decrease) in other liabilities (1,498,458) 10,002,828
------------( 4,331,990 15,487,613
---------- -----------
Net cash provided by (used in)
operating activities (1,764,325) 10,683,087( 4,764,527) 15,014,406
----------- ---------------------
Cash flows from (used in) investing activities:
Purchase of investments (1,400,230) (2,150,073)( 2,584,815) ( 1,526,194)
Proceeds from sale of investments 924,512 1,119,6623,016,629 1,911,838
Repayment of debentures and notes 31,935 -577,162 22,457
------------ ----------- ------------
Net cash provided by (used in)
investing activities (443,783) (1,030,411)1,008,976 408,101
----------- -----------------------
Cash flows from (used in) financing activities:
Cash dividends - (435,172)( 435,172)
----------- ------------------------
Net cash used in financing activities - (435,172)( 435,172)
----------- -----------------------
Net increase (decrease) in cash and
cash equivalents (2,208,108) $ 9,217,504( 3,755,551) $14,987,335
Cash and cash equivalents at beginning
of the period 27,125,926 10,968,001
----------- -----------24,917,818 20,185,505
---------- ------------
Cash and cash equivalents at end of the period $24,917,818 $20,185,505$21,162,267 $35,172,840
=========== ===========
Cash paid during the period for interest $ 29,65614,745 $ 10,03328,411
Cash paid during the period for income/excise taxes $ 025,779 $ 01,671
Noncash investing activities:
During the quarter ended March 31, 2002, the Fund received common stock in
settlement of amounts due from interest and dividends totaling $9,308.
During the quarter ended March 31, 2003, the Fund received common stock in
settlement of amounts due for interest and dividends totaling $891,417.
See accompanying notes to financial statements.
1820
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Cash Flows
Six Months ended June 30,
2002 2003
---- ----
Cash flows from operating activities:
Net income (loss) ($ 1,324,151) $10,096,729
Adjustments to reconcile net income to
net cash provided by (used in) operation
activities:
Net unrealized (appreciation)
depreciation on investments ( 2,805,509) ( 8,500,437)
Net realized (gain) loss on investments 3,424,392 ( 981,299)
(Increase) decrease in interest and
dividends receivable ( 14,577) ( 465,646)
(Increase) decrease in other receivables - ( 110,381)
(Increase) decrease in other assets 12,868 37,191
Increase (decrease) in accounts payable 1,866 9,526
Increase (decrease) in accounts payable
- affiliate 6,706 121,367
Increase (decrease) in other liabilities ( 5,830,448) 25,490,441
------------ ----------
Net cash provided by (used in) operating
activities ( 6,528,853) 25,697,491
------------ ----------
Cash flows from (used in) investing activities:
Purchase of investments ( 3,985,044) ( 3,676,266)
Proceeds from sale of investments 3,941,141 3,031,501
Repayment of debentures and notes 609,097 22,457
------------ -----------
Net cash provided by (used in)
investing activities 565,194 ( 622,308)
------------ -----------
Cash flows from (used in) financing activities:
Cash dividends - ( 870,344)
------------ -----------
Net cash used in financing activities - ( 870,344)
------------ -----------
Net increase (decrease) in cash and
cash equivalents ( 5,963,659) $24,204,839
Cash and cash equivalents at beginning
of the period 27,125,926 10,968,001
---------- -----------
Cash and cash equivalents at end of the period $21,162,267 $35,172,840
=========== ===========
Cash paid during the period for interest $ 44,401 $ 38,444
Cash paid during the period for taxes $ 25,779 $ 1,671
Noncash investing activities:
During the quarter ended March 31, 2002, the Fund received common stock in
settlement of amounts due from interest and dividends totaling $9,308.
During the quarter ended March 31, 2003, the Fund received common stock in
settlement of amounts due for interest and dividends totaling $891,417.
During the quarter ended June 30, 2002, the Fund received common stock in
settlement of amounts due from interest and dividends totaling $6,745.
During the quarter ended June 30, 2003, the Fund received common stock in
settlement of amounts due from interest totaling $1,994.
See accompanying notes to financial statements.
21
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31,June 30, 2003
(1) Organization and Business Purpose
Renaissance Capital Growth & Income Fund III, Inc. (the Fund), a Texas
corporation, was formed on January 20, 1994. The Fund seeks to achieve
current income and capital appreciation potential by investing primarily in unregistered equity
investmentssecurities and convertible issues of small and medium size companies which
are in need of capital and which Renaissance Capital Group, Inc.
(Investment Adviser) believes offers the opportunity for growth. The Fund
is a non-diversifiednon- diversified closed-end investment company and has elected to be
treated as a business development company under the Investment Company Act
of 1940, as amended (1940 Act).
(2) Summary of Significant Accounting Policies
(a) Valuation of Investments
Portfolio investments are stated at quoted market or fair value as
determined by the Investment Adviser (Note 6). The securities held by
the Fund are primarily unregistered and their value does not
necessarily represent the amounts that may be realized from their
immediate sale or disposition.
(b) Other
The Fund records security transactions on the trade date. Dividend
income is recorded on the ex-dividend date. Interest income is
recorded as earned on the accrual basis.
(c) Cash and Cash Equivalents
The Fund considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.
1922
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31,June 30, 2003
(d) Federal Income Taxes
The Fund has elected the special income tax treatment available to
"regulated investment companies" ("RIC") under Subchapter M of the
Internal Revenue Code (IRC) in order to be relieved of federal income
tax on that part of its net investment income and realized capital
gains that it pays out to its shareholders. The Fund's policy is to
comply with the requirements of the IRC that are applicable to
regulated investment companies. Such requirements include, but are not
limited to certain qualifying income tests, asset diversification
tests and distribution of substantially all of the Fund's taxable
investment income to its shareholders. It is the intent of management
to comply with all IRC requirements as they pertain to a RIC and to
distribute all of the Fund's taxable investment income and long-term
capital gains within the defined period under the IRC to qualify as a
RIC. Failure to qualify as a RIC would subject the Fund to federal
income tax as if the Fund were an ordinary corporation, which could
result in a substantial reduction in the Fund's net assets as well as
the amount of income available for distribution to shareholders.
(e) Net Income per Share
Net income per share is based on the weighted average of shares
outstanding of 4,351,718 during the period.
(f) Use of Estimates
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
and disclosures in the financial statements. Actual results could
differ from these estimates.
(3) Due to Broker
The Fund conducts business with one primea broker for its investment activities. The
clearing and depository operations for the investment activities are
performed pursuant to agreements with this prime broker. Due to broker represents
a margin loan payable to the prime broker, which is secured by investments in
securities maintained with the prime broker. Cash and cash equivalents related to
the margin loan payable are held by the
prime broker as collateral for the margin
loan. The Fund is subject to credit risk to the extent the prime broker is unable
to deliver cash balances or securities, or clear security transactions on
the Fund's behalf. The Investment Adviser actively monitors the Fund's
exposure to the broker and believes the likelihood of loss under those
circumstances is remote.
2023
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31,June 30, 2003
(4) Management and Organization Fees
The Investment Adviser for the Fund is registered as an investment adviser
under the Investment Advisers Act of 1940. Pursuant to an Investment
Advisory Agreement (the Agreement), the Investment Adviser performs certain
services, including certain management, investment advisory and
administrative services necessary for the operation of the Fund. In
addition, under the Agreement, the Investment Adviser is reimbursed by the
Fund for certain administrative expenses. A summary of fees and
reimbursements paid by the Fund under the Agreement, the prospectus and the
original offering document are as follows:
o The Investment Adviser receives a management fee equal to a quarterly
rate of 0.4375% (1.75% annually) of the Fund's Net Assets, as
determined at the end of such quarter with each such payment to be due
as of the last day of the calendar quarter. The Fund incurred $162,977$223,901
and $244,481$233,831 for management fees during the quarter ended March 31,June 30,
2003, and March 31,June 30, 2002, respectively. Amounts payable for such fees
at March 31,June 30, 2003, and March 31,June 30, 2002, were $162,977$223,901 and $244,481,$233,831,
respectively, and are included in Accounts payable - affiliate.affiliate on the
statements of assets and liabilities.
o The Investment Adviser receives an incentive fee in an amount equal to
20% of the Fund's realized capital gains in excess of realized capital
losses of the Fund after allowance for any unrealized capital losses
in excess of unrealized capital gains on the portfolio investments of
the Fund. The incentive fee is calculated, accrued, and paid on a
quarterly basis. TheDuring the quarter ended June 30, 2003, the Fund
incurred $166,163$30,097 during the quarter ended March 31,June 30, 2003, for such
incentive fees, andwhich are included in Accounts payable - affiliate.affiliate on
the statements of assets and liabilities. The Fund did not incur any
incentive fees for the quarter ended March 31,June 30, 2002.
o The Investment Adviser was reimbursed by the Fund for administrative
expenses paid by the Investment Adviser on behalf of the Fund. Such
reimbursements were $11,293$49,279 and $13,244$28,190 during the quarter ended March
31,June
30, 2003, and March 31,June 30, 2002, respectively, and are included in general
and administrative expenses in the accompanying statements of
operations.
2124
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31,June 30, 2003
(5) Eligible Portfolio Companies and Investments
(a) Eligible Portfolio Companies.
The Fund invests primarily in convertible securities and equity
investments 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 at
least 70% of the fund's assets, as defined under the 1940 Act, must be
invested in Eligible Portfolio Companies. In the event the Fund has
less than 70% of its assets invested in eligible portfolio
investments, then it will be prohibited from making non-eligiblenon- eligible
investments until such time as the percentage of eligible investments
again exceeds the 70% threshold.
(b) Investments.
Investments are carried in the statements of assets and liabilities as
of December 31, 2002, and March 31,June 30, 2003, at fair value, as determined
in good faith by the Investment Adviser. The convertible debt
securities held by the Fund generally have maturities between five and
seven years and are convertible into the common stock of the issuer at
a set conversion price at the discretion of the fund. The common stock
underlying these securities is generally unregistered and thinly to
moderately traded but is not otherwise restricted. Generally, the Fund
may register and sell such securities at any time with the Fund paying
the costs of registration. Interest on convertible securities are
generally payable monthly. The convertible debt securities generally
contain embedded call options giving the issuer the right to call the
underlying issue. In these instances, the Fund has the right of
redemption or conversion. The embedded call option will generally not
vest until certain conditions are achieved by the issuer. Such
conditions may require that minimum thresholds be met relating to
underlying market prices, liquidity, and other factors.
(6) Valuation of Investments
On a quarterly basis, Renaissance Group prepares a valuation of the assets
of the Fund subject to the approval of the Board of Directors. The
valuation principles are as follows:
o Generally, the guiding principle for valuation is the application of
objective standards. The objective standards for determining market
prices and applying valuation methodologies will govern in all
situations except where a debt issuer is in default.
2225
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31,June 30, 2003
o Generally, the fair value of debt securities and preferred securities
convertible into common stock is the sum of (a) the value of such
securities without regard to the conversion feature, and (b) the
value, if any, of the conversion feature. The fair value of debt
securities without regard to conversion features is determined on the
basis of the terms of the debt security, the interest yield, and the
financial condition of the issuer. The fair value of preferred
securities without regard to conversion features is determined on the
basis of the terms of the preferred security, its dividend, and its
liquidation and redemption rights and absent special circumstances
will typically be equal to the lower of cost or 120% of the value of
the underlying common stock. The fair value of the conversion features
of a security, if any, are based on fair values of the derivative
securities as of the relevant date less an allowance, as appropriate,
for costs of registration, if any, and selling expenses.
o Portfolio investments for which market quotations are readily
available and which are freely transferable are valued as follows: (i)
securities traded on a securities exchange or the Nasdaq or in the
over-the-counter market are valued at the closing price on, or the
last trading day prior to, the date of valuation, and (ii) securities
traded in the over-the-counter market that do not have a closing price
on, or the last trading day prior to, the date of valuation are valued
at the average of the closing bid and ask price for the last trading
day on, or prior to, the date of valuation. Securities for which
market quotations are readily available but are restricted from free
trading in the public securities markets (such as Rule 144 stock) are
valued by discounting the value for the last trading day on, or prior
to, the date of valuation to reflect the liquidity caused by such
restriction, but taking into consideration the existence, or lack
thereof, of any contractual right to have the securities registered
and freed from such trading restrictions.
o Because there is no independent and objective pricing authority (i.e.
a public market) for investments in privately held entities, the
latest sale of equity securities by the entity governs the value of
the enterprise. This valuation method causes the Fund's initial
investment in the private entity to be valued at cost. Thereafter, new
issuances of equity or equity-linked securities by a portfolio company
will be used to determine enterprise value as they will provide the
most objective and independent basis for determining the worth of the
issuer.
There can be no assurance that stated market fair values for private
equities will stay constant, or that future equity raises will value
the portfolio company at levels equal to or greater than the prior
equity financing for the issuer. As a result, the Fund's valuation of
a privately held portfolio company may be subject to downward
2326
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31,June 30, 2003
a privately held portfolio company may be subject to downward
adjustment that would directly impact the Fund's net asset value and
which could result in a substantial reduction in the fund's net
assets.
o Where a portfolio company is in default on a debt instrument held by
the Fund, and no market exists for that instrument, the fair value for
the investment is determined on the basis of appraisal procedures
established in good faith by the Investment Adviser. This type of fair
value determination is based upon numerous factors such as the
portfolio company's earnings and net worth, market prices for
comparative investments (similar securities in the market place), the
terms of the Fund's investment, and a detailed assessment of the
portfolio company's future financial prospects. In the event of
unsuccessful operations by a portfolio company, the appraisal may be
based upon an estimated net realizable value when that investment is
liquidated
As of MarchJune 31, 2003, and December 31, 2002, the net unrealized
appreciation associated with investments held by the Fund was
$479,705,$15,041,337, and $6,540,900, respectively. For the periods ended March
31, 2003, and December 31, 2002, the Fund had gross unrealized gains
of $12,819,424 and $13,970,011, respectively, and gross unrealized
losses of ($12,339,719) and ($7,429,111), respectively.
(7) Restricted Securities
As indicated on the statementschedule of investments as of March 31,June 30, 2003, and
December 31, 2002, the Fund holds investments in shares of common stock,
the sale of which is restricted. These securities have been valued by the
Investment Adviser after considering certain pertinent factors relevant to
the individual securities (note 5).
(8) Purchase of Additional Shares
In accordance with Fund guidelines, certain shareholders reinvested their
dividends in the Fund. The Fund issued no shares during the periodsthree months
and six months ended March 31,June 30, 2003, and December 31, 2002, under the dividend reinvestment plan.
(9) Distributions to Shareholders
During the periodsthree months ended March 31,June 30, 2003, and December 31, 2002, the Fund distributed $435,172,
and $435,172, respectively. Duringresulting in total distributions for the periodsix months ended March 31, 2002, the Fund made no cash distributions. At March 31,June 30, 2003,
the
Fund had net investment income in excess of the amount of the cash
distribution; however, theamounting to $870,344. The final tax characteristics of this distribution
cannot be determined at this time.
The cash distribution made in 2002
2427
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31,June 30, 2003
represented a tax return of capital. The capital loss carryover of
($3,429,593) as of December 31, 2002, will expire in 2010. The tax cost of
securities is identical to the book cost.
(10) Financial Highlights
Selected per share data and ratios for each share of common stock
outstanding throughout the three months ended March 31,June 30, 2002, and 2003, are
as follows:
2002 2003
Net asset value, beginning of period $ 12.5012.75 $ 9.488.39
Net investment income (loss) $ (0.07) $ 0.21$( 0.09) $( 0.06)
Net realized and unrealized gain on investments $( 0.30) $ 0.32 $ (1.21)3.37
------- -------
Total return from investment operations $( 0.55) $ 0.25 $ (1.00)3.31
------- -------
Distributions: $ 0.00 $ 0.10
------- -------
Net asset value, end of period $ 12.7512.20 $ 8.3811.60
======= =======
Per share market value, end of period $ 9.1910.00 $ 6.759.35
Portfolio turnover rate (quarterly) 0.25% 1.88%3.18% 2.83%
Quarterly return (a) 2.80% -14.12%-7.41% 38.52%
Ratio to average net assets (quarterly)(b):
Net investment income (loss) 0.00% 2.30%-0.71% -0.65%
Expenses, excluding incentive fees 0.66% 0.78%0.93% 0.92%
Expenses, including incentive fees 0.66% 1.22%0.93% 0.99%
(a) Quarterly return (not annualized) was calculated by comparing the common
stock price on the first day of the period to the common stock price on the
last day of the period, in accordance with AICPA guidelines.period.
(b) Average net assets have been computed based on quarterly valuations.
2528
(10) Financial Highlights (continued)
Selected per share data and ratios for each share of common stock
outstanding throughout the six months ended June 30, 2002, and 2003, are as
follows:
2002 2003
Net asset value, beginning of period $ 12.50 $ 9.48
Net investment income (loss) $( 0.16) $ 0.14
Net realized and unrealized gain on investments $( 0.14) $ 2.18
------- -------
Total return from investment operations $( 0.30) $ 2.32
------- -------
Distributions: $ 0.00 $ 0.20
------- -------
Net asset value, end of period $ 12.75 $ 11.60
======= =======
Per share market value, end of period $ 10.00 $ 9.35
Portfolio turnover rate (semi-annually) 6.00% 7.15%
Six-month return (a) -3.01% 18.96%
Ratio to average net assets (semi-annually) (b):
Net investment income (loss) -1.30% 1.44%
Expenses, excluding incentive fees 1.72% 1.64%
Expenses, including incentive fees 1.72% 2.10%
(a) Semi-annual return (not annualized) was calculated by comparing the common
stock price on the first day of the period to the common stock price on the
last day of the period.
(b) Average net assets have been computed based on quarterly valuations.
29
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Material Changes in Portfolio Investments
The following portfolio transactions are noted for the quarter ended March
31,June
30, 2003:
Active Link Communications, Inc. (OTC:ACVE) Subsequent to March 31,In the second quarter of 2003,
the Company made a principal repayment on the convertible bridge note owned
by the Fund of $44,240,$22,457, reducing the balance outstanding on the bridge note
to $19,023. Also subsequent to March 31,At June 30, 2003, the Company fell intowas in default on principal and
interest default on payments on all ofdue to the debt obligations
of the Company.Fund. As a result of the default, the Fund has
placed a reserve equal to 50%100% of the par value of the principal amounts of
all positions held by the Fund in the Company.
Airnet Systems, Inc. (NYSE:ANS) During the second quarter of 2003, the Fund
sold 25,000 shares of Airnet common stock in the open market realizing
proceeds of $107,756, representing a gain of $1,506. At June 30, 2003, the
Fund had 50,000 shares of ANS remaining having a basis of $212,500, or
$2.13 per share.
Bentley Pharmaceuticals, Inc. (AMEX:BNT) In the firstsecond quarter of 2003, the
Fund sold 124,10062,900 shares of common stock in the open market realizing
proceeds of $1,119,661,$605,893, representing a gain of $830,818.$476,151. At March 31,June 30, 2003,
the Fund owned 535,879472,979 shares of Bentley common stock with a basis of
$746,325$616,582 or $1.39$1.30 per share.
The stock is freely tradeable.
Capital Senior Living Corp. (NYSE:CSU)Canterbury Consulting Group, Inc. (NASDAQ:CITI) In the firstsecond quarter of
2003, the Fund sold 10,050 shares of Canterbury common stock in the open
market realizing proceeds of $7,537, representing a loss of $60,517. At
June 30, 2003, the Fund owned 18,521 shares of CITI common stock with a
basis of $125,415 or $6.77 per share.
Creative Host Services, Inc. (NASDAQ:CHST) During the second quarter of
2003, the Fund exited its position in Creative Host. The Fund sold 4,830
shares of CHST common stock in the open market realizing proceeds of
$8,403, representing a gain of $482.
DaisyTek International, Inc. (NASDAQ:DZTK) During the quarter ending June
30, 2003, the Fund sold its entire position of 149,600 shares of DaisyTek
common stock in the open market realizing proceeds of $82,414, representing
a loss of $569,524.
The Dwyer Group, Inc. (NASDAQ:DWYR) In the second quarter of 2003, the Fund
sold 100,000 shares of Dwyer common stock in the open market realizing
proceeds of $651,870, representing a gain of $312,709. At June 30, 2003,
the Fund owned 575,000 shares of DWYR common stock having a basis of
$1,627,470 or $2.83 per share.
Flamel Technologies, SA (Nasdaq:FLML) In the second quarter of 2003, the
Fund purchased an additional 12,600 shares of common stock in the open
market. At March 31, 2003, the Fund owned 57,100 shares of the Company's
common stock having a basis of $146,335, or $2.56 per share. All shares are
freely tradeable.
DaisyTek International, Inc. (NASDAQ:DZTK) In the first quarter of 2003,
the Fund purchased an additional 100,000 shares of the Company's common
stock in the open market. At March 31, 2003, the Fund owned 149,600 shares
of DZTK common stock with a basis of $649,934, or $4.34 per share. The
stock is freely tradeable.
eOriginal Holdings, Inc. (Private) In the first quarter of 2003, eOriginal,
Inc., went through a tax-free reorganization (the "reorganization") in
which all the assets of eOriginal, Inc., were transferred to eOriginal
Holdings, Inc. (the "Company"). As a result of the reorganization, the Fund
exchanged all of its positions in eOriginal, Inc., for the following
securities of the Company: 10,680 of Series A Convertible Preferred Stock;
25,646 of Series B Convertible Preferred Stock; 28,929 shares of Series C
Convertible Preferred Stock; 2,302 Warrants to purchase shares of common
stock of the Company. Each series of Preferred of the Company is
convertible one for one into common stock of eOriginal Holdings, and the
Warrants have an exercise price of $0.01 per share. The implied value of
the Company for purposes of the reorganization is $72.13 per share, giving
the Company an enterprise value of $64.9 million and causing the Funds new
total ownership in the Company to be valued at $4,873,079 as of the date of
reorganization. As a result of the reorganization, the Fund's cost basis of
26
its entire investment in the Company was increased from $5,139,713 to
$6,012,435 due to the capitalization of accrued interest and dividends.
Flamel Technologies, SA (Nasdaq:FLML) In the first quarter of 2003, the
Fund purchased 20,00080,000 shares of the Company's shares in the open market for
$86,213,30
$746,053, a cost of $4.31$9.33 per share. This isAt June 30, 2003, the Fund's initial investment
in Flamel and theFund owned
100,000 shares of FLML common stock is freely tradeable.
Flamel ishaving a biopharmaceutical company principally engaged in the
developmentbasis of two polymer-based delivery technologies for medical
applications. Flamel's Medusa nano- encapsulation is designed to deliver
therapeutic proteins. Micropump is a controlled release and taste-masking
technology for the oral administration of small molecule drugs.$832,267, or 8.32 per
share.
Gasco Energy, Inc. (OTC:GASE) In the quarter ended March 31,June 30, 2003, the Fund
purchased 68,125an additional 101,875 shares of the Company's common stock in the
open market for $48,767,$50,938, a basiscost of $0.72$0.50 per share. At March 31,June 30, 2003, the
Fund owned a total of 170,000 common shares having a basis of $48,767, or
$0.29 per share purchased in the freely tradeable shares previously discussed in addition toopen market and 250,000 shares at $1.00
per share or $250,000 which are restricted, but which may
be sold pursuant to the prospectus delivery requirements ofthat were purchased in a "shelf"
registration filed by the Company.
Inet Technologies (Nasdaq:INTI) In the first quarter of 2003, the Fund
purchased an additional 21,600 shares of the Company's common stock in the
open market. At March 31, 2003, the Fund owned 96,600 shares of the
Company's common stock having a basis of $530,338, or $5.49 per share.private placement.
Integrated Security Systems, Inc. (OTC:IZZI) In the firstsecond quarter of 2003,
the Fund received common stock of the Company as payment in kind for
interest on 8% Promissory Notes owned by the Fund as well as dividends on
Series D Preferred Stock owned by the Fund.theFund. In total, the Fund
received 89,92013,297 shares of IZZI having an imputed cost of $18,859,$1,994, a rate of
$0.21$0.15 per share, as payment in kind for interest on the notes and dividends on
the Series D Preferred.notes. The total
number of shares owned by the Fund as a result of PIK agreements with the
Company at March 31,June 30, 2003, was194,707was 208,004 shares of the Company's common stock
having a basis of $47,178,$49,173, a rate of $0.24 per share. Also during the
second quarter of 2003, the Fund purchased two $100,000, 8% promissory
notes due July 1, 2004, and as additional consideration for the loans
received five-year warrants to purchase a total of 1,000,000 shares of the
Company's common stock at $0.20. In conjunction with these purchases, the
Fund agreed to extend the due date of the previously existing promissory
notes to July 1, 2004.
At June 30, 2003, in addition to the PIK shares discussed previously, at March 31, 2003,above, the Fund
owned the following: $325,000$525,000 in 8% Promissory Notes with no conversion
feature; $542,989 in Series F Preferred convertible into the Company's
common stock at a rate of $0.20 per share; $3,666,951 in Series G Preferred
convertible into common at a rate of $0.20 per share; $150,000 in Series D
Preferred convertible into common at a rate of $0.80 per share; 393,259
shares of the Company's common stock having a basis of $215,899 or $0.55
per share; warrants to purchase 364,299 shares of the Company's common
stock at $0.549 per share on or before March 8, 2004; warrants to purchase
312,500 shares of the Company's common stock at $0.80 per share on or
before October 2, 2003; warrants to purchase 125,000 shares of the
Company's common stock at $1.00 per share on or before October 11, 2004;
warrants to purchase 1,625,0002,625,000 shares of the Company's common stock at
27
$0.20 per share with term dates ranging from September 2006 to September
2007;June 2008;
and options to purchase 41,034 shares of the Company's common stock having
strike prices ranging between $0.21 and $0.49 per share and term dates
ranging from May 2006 to August 2007.
Subsequent to March 31,JAKKS Pacific, In. (Nasdaq:JAKK) During the second quarter of 2003, the
Fund purchased a $100,000 8% one-year
non-convertible Promissory Note. As additional consideration for the
investment, the Fund received five- year warrants to purchase the Company's
common shares at $0.20 per share. In addition, subsequent to March 31,
2003, the Fund received an additional 13,297sold 10,000 shares of the Company's common stock as payment in kindthe open market
realizing proceeds of $1,995 or $0.15 per share in interest due on
promissory notes.
Laserscope (Nasdaq:LSCP)$128,483, representing a gain of $68,816. At March 31,June 30,
2003, the Fund owned $1,500,00049,847 shares of JAKK common stock having a basis of
$297,421, or a cost of $5.97 per share.
Laserscope (Nasdaq:LSCP) During the second quarter of 2003, the Fund
converted $200,000 of its 8% Debentures into 160,000 shares of the
Company's common stock at $1.25 per share in lieu of mandatory principal
31
payments on the debentures. At June 30, 2003, the Fund owned $1,300,000 in
8% Convertible Debentures of the Company having a conversion rate of $1.25
per share and options to purchase 30,000 common shares at $4.19.
Subsequent to March 31, 2003, the Fund converted $100,000 of the debentures
into 80,000 shares of the Company's common stock at $1.25 per share in lieu
of six months' mandatory principal payments on the debentures.
Medical Action Industries, Inc. (Nasdaq:MDCI) In the firstsecond quarter of
2003, the Fund made a new investment into the common stockpurchased an additional 15,000 shares of Medical Action
Industries, Inc., by purchasing 10,000 sharescommon stock in the open market for $112,490,$179,839, a rate of $11.25$11.99 per share.
The Company develops, manufactures, markets, and distributesAt June 30, 2003, the Fund owned a varietytotal of disposable surgical-related products.25,000 shares of MDCI common
stock having a basis of $292,329, or $11.69 per share.
Nautilus Group, Inc. (NYSE:NLS) InDuring the firstsecond quarter of 2003, the Fund
made
a new investment into the Companyexited its position in Nautilus by purchasingselling 25,000 shares of its common
stock in the open market for $400,626,realizing proceeds of $319,485, representing a
rateloss of $16.03 per share. This is
a new investment for the Fund.
Nautilus is a marketer, developer, and manufacturer of branded health and
fitness products sold under such names as Nautilus, Bowflex, Schwinn, and
StairMaster.
Stonepath Group, Inc. (AMEX:STG)$81,140.
Simtek Corporation (OTC:SRAM) In the firstsecond quarter of 2003, the Fund
made a new investment by purchasing 200,000acquired options to purchase 5,288 shares of the Company's common stock at
$0.165 per share. These options were obtained by assignment from Robert C.
Pearson, Executive Vice-President of RENN Capital Group, Inc., who earned
the options as a member of the Company's Board of Directors. At June 30,
2003, in addition to the options discussed previously, the Fund owned a
private placement$1,000,000, 7.5% Convertible Debenture, convertible into the Company's
common stock at a rate of $1.35$3.12 per share for a total
investment of $270,000. The Fund's securities are unregistered, but the
Fund does have registration rights and the Company is working toward the
registration1,000,000 shares of the
securities in the near term.
Stonepath isCompany's common stock having a non-asset based providerbasis of third-party logistics services,
offering a full range of time-definite transportation and distribution
solutions. The Company manages and arranges the domestic movement of raw
materials, supplies, components, and finished goods, and also provides a
broad range of value-added supply chain management services.
28$195,000 or $0.195 per share.
32
Results of Operations for the QuarterThree Months Ended March 31,June 30, 2003
For the quarter ended March 31,June 30, 2003, the Fund had net investment income of
$894,155 compared toa net investment loss of
($316,406) for279,160) compared to a net investment loss of ($388,863) in the firstsecond
quarter of 2002. This change was duereduction in large partnet loss resulted from a combination of
increased income and decreased expenses in the second quarter of 2003
compared to an increasethe same period of 2002. Interest income decreased 6.93% from
$93,429 in investment income from $111,185 for the firstsecond quarter of 2002 to $1,366,541$86,954 for the comparable periodsecond quarter of
2003. Dividend income increased to $55,221 in 2003 from $24,728 for the
second quarter of 2002, an increase of 123.31%. This increase wasin dividend
income is due primarily attributable to the accrual of dividends receivable from eOriginal Holdings, Inc., as a
resultdue on Series F and G
Preferred Stock of its reorganization and from Integrated Security Systems, Inc., on
its Series F and G Convertible Preferred Stock. In addition, interest
income increased due to the reversalsecond quarter
of reserves against2003, the Fund accrued interest$1,552 in income from eOriginal as part ofcommitment and other fees,
compared to no commitment and other fee income in the reorganization mentioned previously.
The increase in investment income was partially offset by an increase in
investment expenses from $427,591 for the first period of 2002 to $472,386
for the firstsecond quarter of 2003.2002.
General and administrative expenses decreased forfrom $159,287 in the first quarter of 2003 to $75,048 from $87,323 for the
first quarter of 2002, a decrease of 14.06%. Interest expense decreased
66.17% from $29,656 for the firstsecond
quarter of 2002 to $10,033 for$118,130 in the comparablesame period of 2003.2003, a decrease of
25.84%. Legal and professional fees decreased 77.46% from $66,131 for$99,158 in the
firstsecond quarter of 2002 to $58,165$22,349 in the same period 2003. Management fees
decreased from $233,831 for the firstsecond quarter of 2002 to $223,901 for the
second quarter of 2003, a decrease of 12.05%4.25%, and incentive fees increased
to $30,097 for the second quarter of 2003 compared to no incentive fees
incurred in the second quarter of 2002.
Net income for the second quarter of 2003 was $14,912,660 compared to a net
loss of ($2,423,550) for the same period of 2002. This increase was due
primarily to an increase from net unrealized depreciation on investments
from ($1,985,523) in 2002 to net unrealized appreciation on investments in
the amount of $15,041,337 in 2003. In addition, in the second quarter of
2003, the Fund realized net gains on investments in the amount of $150,483,
compared to a net realized loss on investments of ($49,164) in the second
quarter of 2002.
Results of Operations for the Six Months Ended June 30, 2003
For the six months ended June 30, 2003, the Fund experienced net investment
income in the amount of $614,993, compared to a net investment loss in the
amount of ($705,270) for the same six-month period in 2002. Interest income
increased from $185,104 for the six months ended June 30, 2002, to $347,486
for the same period of 2003, an increase of 86.72%. Dividend income for the
six-month period ended June 30, 2003, was $1,161,230 versus $43,238 for the
same period in 2002.
General and administrative expenses decreased from $246,609 in the six
months ended June 30, 2002, to $193,180 for the same period in 2003. Legal
and professional expenses also decreased from $165,289 in 2002 to $80,514
for the six months ended June 30, 2003. Management fees decreased 33.33% from
$244,48133
$478,313 for the six months ended June 30, 2002, to $386,878 for the same
period in 2003; whereas incentive fees increased from zero in 2002 to
$196,260 for the six months ended June 30, 2003.
Net income for the first quartersix months of 2003 was $10,096,729, compared to a
net loss in the amount of ($1,324,151) for the same period of 2002. In
addition to the increases in income and decreases in expenses discussed
previously, this increase was driven by an increase in net unrealized
appreciation on investments from $2,805,510 in 2002 to $162,977 for the comparable period of 2003
as a result of lower market values for portfolio investments during the
period. These increases$8,500,437 in expenses were offset by the incentive fee on
capital gains accrued2003.
In addition, in the first quartersix months of 2003. There was no incentive
fee2003, the Fund realized net gains
on investments in the first quarteramount of 2002 because there were no capital gains$981,299, compared to a net realized loss
on investments of ($3,424,391) in that period.the same period of 2002.
Liquidity and Capital Resources
For the threesix months ended June 30, 2003, net assets increased 38.36% from
$36,487,668 at March 31, 2003, net assets decreased 11.56% from
$41,259,065to $50,485,451, or $11.60 per share, at December 31, 2002, to $36,487,669 at March 31,June
30, 2003. This decreaseincrease is primarily attributable to a decreasean increase in the net
unrealized appreciation of investments from $6,540,900 at December 31, 2002, to
$479,705 at March 31, 2003, and the cash distribution to
shareholders of
$435,172 paid during the first quarter of$15,041,337 at June 30, 2003. This decrease was partially
offset by the net investment income discussed previously and a realized
gain in the amount of $830,818 on the disposition of a portion of the
Fund's position in Bentley Pharmaceuticals.
At the end of the firstsecond quarter of 2003, the Fund had net cash and cash
equivalents of $1,181,514$681,236 versus net cash and cash equivalents of $1,966,838 at December 31, 2002. The Fund's interest and dividends
receivable increased from $28,409 at December 31, 2002, to $418,407$1,181,514
at March 31, 2003, primarily due to an increase in the dividendFund's margin
balance. Receivables, including interest, dividends, and brokerage,
increased from $418,407 at March 31 to $604,436 at June 30, 2003, due
primarily to a combination of dividends accrued on Integrated Security
Systems Series F &and G Preferred Stock.Stock, interest and dividends that were
accrued on the restructuring of eOriginal, and the brokerage receivable.
Prepaid expenses decreased 46.15% from $40,069 at December 31, 2002, to $21,575 at March 31 to $2,877 at June 30,
2003, primarily attributabledue to quarterly charges against prepaid insurance amounts.
29
Accounts payable increased slightly from $12,107 at December 31, 2002, to $20,932 at March 31, 2003, a 72.89%, primarily due to the first quarter accrual of
custodial, auditing, and legal fees. Finally, accounts$21,632 at
June 30, 2003. Accounts payable to affiliate increased 66.60%decreased 7.37% from $223,386 at December 31, 2002, to $372,169372,169
at March 31, to $344,753 at June 30, 2003, reflecting an increase in
management fee due to higher portfolio values in the accrual of a firstsecond quarter incentive fee payable to
the investment adviser offset partially
by a reductiondecrease in managementincentive fees also payabledue to lower realized gains during the
investment adviser.second quarter.
Pending investment in portfolio investments, funds are invested in
temporary cash accounts and in government securities. Government securities
used as cash equivalents will typically consist of U. S. Treasury
securities or other U. S. Government and Agency obligations having slightly
higher yields and maturity dates of three months or less. These investments
qualify for investment as permitted in Section 55(a)(1) through (5) of the
1940 Act.
34
PART II
ITEM 1. LEGAL PROCEEDINGS.
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Meeting of Shareholders of the Fund (the "Meeting") was
held on May 16, 2003. Proxies for the Meeting were solicited pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as
amended. There was no solicitation in opposition to the management's
nominees as listed in the proxy statement.
(b) At the Meeting, the Fund's shareholders voted upon the election of two
Class Three directors of the Fund to hold office for terms of three
years or until their successors are elected and qualified.
Management's nominees were Mr. Russell Cleveland and Mr. Ernest C.
Hill. There were no other nominees. Each of the nominees received a
plurality of the shares present in person or by proxy and entitled to
vote and were therefore elected as directors. The following are the
respective numbers of votes cast "for" and "against" with respect to
each nominee.
Name of Nominee Votes Cast For Votes Cast Against
- --------------- -------------- ------------------
Russell Cleveland 2,908,201 52,232
Ernest C. Hill 2,960,433 49,832
In addition to the directors elected at the Meeting, the following
directors' terms continued after the meeting: Peter Collins, Class One
director whose term expires at the Annual Meeting in 2004; and Edward
O. Boshell, Jr., and Charles C. Pierce, Jr., Class Two directors whose
terms expire at the Annual Meeting in 2005.
35
(c) Shareholders also voted on Management's proposal to amend the Fund's
Articles of Incorporation to change the name of the Fund to RENN
Capital Fund III, Inc. This proposal required the affirmative vote of
the holders of at least two-thirds (2/3) of the outstanding shares of
Common stock entitled to vote. Because the required two- thirds
majority vote was not obtained, the proposal to amend the Fund's
Articles of Incorporation to change the name of the Fund did not pass.
The following are the numbers of votes cast "for," "against," and
"abstain" with respect to the name change proposal.
Votes Cast For Votes Cast Against Abstain % In Favor
- -------------- ------------------ ------- ----------
2,881,511 53,345 25,577 61.147%
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99-131-1 Certification of Russell Cleveland, President and CEO
99-231-2 Certification of Barbe Butschek, Chief Financial Officer
32-1 Certification of Russell Cleveland, President and CEO
32-2 Certification of Barbe Butschek, Chief Financial Officer
(b) Reports on Form 8-K
None
3036
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Fund
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
MayAugust 15, 2003 ____________________________________________________/S/ Russell Cleveland
Russell Cleveland, President and CEO
(Principal Executive Officer)
MayAugust 15, 2003 ____________________________________________________/S/ Barbe Butschek
Barbe Butschek, Chief Financial Officer
(Principal Financial Officer)
3137
EXHIBIT 31-1
CERTIFICATION
I, Russell Cleveland, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Renaissance Capital
Growth & Income Fund III, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant is made known to us by others, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, based on our
evaluation as of the Evaluation Date;end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed to the
registrant's auditors and to the audit committee of the registrant's board
of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize, and report financial data and have identified for
the registrant's auditors any material weaknesses in internal
controls; and
1
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
32
6. The registrant's other certifying officers and I have indicated in this
annual
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
/S/ Russell Cleveland
Russell Cleveland
President and CEO
MayAugust 15, 2003
332
EXHIBIT 31-2
CERTIFICATION
I, Barbe Butschek, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Renaissance Capital
Growth & Income Fund III, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statements
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant is made known to us by others, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, based on our
evaluation as of the Evaluation Date;end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed to the
registrant's auditors and to the audit committee of the registrant's board
of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record,
process, summarize, and report financial data and have identified for
the registrant's auditors any material weaknesses in internal
controls; and
1
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
34
6. The registrant's other certifying officers and I have indicated in this
annual
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
/S/ Barbe Butschek
Barbe Butschek
Chief Financial Officer
May 15,August 13, 2003
352
EXHIBIT 99-132-1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. ss.1350, the undersigned officer of Renaissance
Capital Growth & Income Fund III, Inc. (the "Company"), hereby certifies, to
such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for
the period ended March 31,June 30, 2003 (the "Report"), fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
Dated: MayAugust 15, 2003 /S/ Russell Cleveland
Russell Cleveland
President & CEO
1
EXHIBIT 99-232-2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. ss.1350, the undersigned officer of Renaissance
Capital Growth & Income Fund III, Inc. (the "Company"), hereby certifies, to
such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for
the period ended March 31,June 30, 2003 (the "Report"), fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
Dated: MayAugust 15, 2003 /S/ Barbe Butschek
Barbe Butschek
Chief Financial Officer
12