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 September 30, 2002March 31, 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 _____
4,351,7184,351,418 shares of common stock were outstanding at October 31,May 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, September 30,
2001 200231,2002 March 31,2003
Cash and cash equivalents $ 27,125,926 $ 16,776,200$10,968,001 $20,185,505
Investments at fair value, cost of $35,015,807$32,918,344
and $32,256,368$34,779,568 December 31,200131,2002 and
September 30, 2002,March 31, 2003, respectively 49,762,340 39,076,39639,459,243 35,259,273
Interest and dividends receivable 114,539 27,80528,409 418,407
Prepaid expenses 13,863 58,97340,068 21,575
----------- ------------
------------
$ 77,016,668 $ 55,939,374
============ ============$50,495,721 $55,884,760
=========== ===========
Liabilities and Net Assets
Liabilities:
Securities sold under agreementsDue to repurchase 22,197,146 13,502,803broker (Note 3) 9,001,163 19,003,991
Accounts payable 13,472 17,63512,106 20,932
Accounts payable - affiliate 268,542 225,953
Dividends payable 0 0
------------ ------------
22,479,160 13,746,391
------------ ------------223,386 372,169
----------- -----------
9,236,655 19,397,092
----------- -----------
Commitments and contingencies
Net assets:
Common stock, $1 par value; authorized
20,000,000 shares; 4,561,618 issued;
4,361,6184,351,418 shares outstanding 4,561,618 4,561,618
Additional paid-in-capital 37,125,714 37,125,71435,642,954 35,642,954
Treasury stock at cost, 200,000209,900 shares at
December 31, 2001,2002 , and at September 30, 2002 ( 1,665,220) ( 1,665,220)
Distributions in excess of net investment income ( 231,137) ( 1,224,766)
Accumulated net realized loss on securities
transactions 0 ( 3,424,393)March 31, 2003 (1,734,966) (1,734,966)
Distributable earnings (3,751,440) (2,461,643)
Net unrealized appreciation of investments 14,746,533 6,820,030
------------ ------------6,540,900 479,705
----------- ----------
Net assets, equivalent to $12.50$9.48 and $9.67$8.38
per share at December 31, 2001, and
September 30, 2002
March 31, 2003, respectively 54,537,508 42,192,983
Commitments and contingencies 0 0
------------ ------------
$ 77,016,668 $ 55,939,374
============ ============41,259,066 36,487,668
---------- ----------
$50,495,721 $55,884,760
=========== ===========
See accompanying notes to financial statements.
2
Renaissance Capital Growth & Income Fund III, Inc.
StatementSchedules of Investments
(unaudited)
September 30, 2002
-------------------------------------------------March 31, 2003
------------------------------------------------
Interest Due Fair % of Net
Rate Date Cost Value Net Assets
Eligible Portfolio Investments -
Convertible Debentures and
Promissory notes (1)Notes
Active Link Communications, Inc. -
Convertible bridge note (2) 12.00% 05/0212.00 09/30/03 $ 53,75241,480 $ 53,752 0.13%41,480 0.11
Convertible note (2) 8.00%8.00 09/30/02 $03 125,000 $ 125,000 0.30%0.34
Convertible note (2) 8.00%8.00 09/30/02 $03 250,000 $ 250,000 0.59%0.69
Business Process Outsourcing -
Convertible debenture (1)(3) 12.00 08/31/03 98,000 100,001 0.27
Dexterity Surgical, Inc. -
Convertible debenture (2) 9.00%9.00 12/19/04 $ 1,316,282 $ 816,282 1.93%1,066,282 2.92
EDT Learning, Inc. -
Convertible redeemable note (2) 12.00%12.00 03/29/12 $ 500,000 $ 500,000 1.19%
eOriginal, Inc. -
Senior Secured Notes (3) 12.00% 06/30/02 $ 1,024,683 $ 1,024,683 2.43%1.37
Integrated Security Systems, Inc. -
Promissory notes (4) 8.00% 01/258.00 09/05/03 325,000 325,000 0.89
Laserscope -
05/14/02Convertible debenture (2) 8.00 02/11/07 1,500,000 4,621,320 12.67
Simtek Corporation -
Convertible debenture (2) 7.50 06/28/09 1,000,000 1,000,000 2.74
---------- ---------- -----
$ 325,0005,155,762 $ 325,000 0.77%8,029,083 22.00%
----------- --------- -----
3
Renaissance Capital Growth & Income Fund III, Inc.
StatementSchedules of Investments (continued)
(unaudited)
September 30, 2002
-------------------------------------------------March 31, 2003
------------------------------------------------
Interest Due Fair % of Net
Rate Date Cost Value Net
Assets
EligibleOther Portfolio Investments -
Convertible Debentures and
Promissory notes (1)
LaserscopeNotes
CareerEngine Network, Inc. -
Convertible debenture (2) 8.00% 02/11/0712.00 03/31/10 $ 1,500,000250,000 $ 3,909,280 9.27%
Outsource Partners International,250,000 0.69
Interpool, Inc. -
Convertible note (3) 12.00% 08/31/03 $ 100,000 $ 100,000 0.24%
Simtek Corporation -
Convertible debenture (2) 7.50% 06/28/099.25 12/27/22 375,000 375,000 1.02
----------- ---------- -----
$ 1,000,000625,000 $ 1,000,000 2.37%625,000 1.71%
----------- ----------- ------
$ 6,194,717 $ 8,103,997 19.21%
----------- ----------- ---------------- -----
(1) Valued at fair value as determined by the Investment Advisor (note 5)Adviser (Note 6).
(2) Restricted securities under Rule 144 (note 6).- securities that are not fully registered and freely
tradeable.
(3) Securities in a privately owned company.
(4) Securities that have no provision that allowsallowing 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.
StatementSchedules of Investments (continued)
(unaudited)
September 30, 2002
-------------------------------------------------
Interest DueMarch 31, 2003
----------------------------------------------
Fair % of Rate DateNet
Shares Cost Value Net
Assets
OtherEligible Portfolio Investments -
Convertible DebenturesCommon Stock, Preferred Stock,
and Promissory notes (1)
CareerEngine Network,Miscellaneous Securities
Bentley Pharmaceuticals, Inc. -
Convertible debentureCommon stock 400,000 $ 500,000 $ 3,175,920 8.70
CaminoSoft Corp. -
Common stock 1,750,000 4,000,000 883,575 2.42
Common stock (2) 12.00% 03/31/10 $708,333 875,000 289,575 0.79
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 (3) 10,680 4,692,203 770,380 2.11
Series B, preferred stock (3) 25,646 620,329 1,849,928 5.07
Series C, preferred stock (3) 28,929 699,734 2,086,741 5.72
Fortune Natural Resources Corp. -
Common stock 1,262,394 500,500 87,484 0.24
Gasco Energy, Inc. -
Common stock (2) 250,000 $ 250,000 0.59%76,900 0.21
Integrated Security Systems, Inc. -
Common stock 393,259 215,899 70,079 0.19
Common stock - PIK (2) 194,707 47,178 0 0.00
Series D, preferred stock (2) 187,500 150,000 40,500 0.11
Series F, preferred stock (2) 2,714,945 542,989 542,989 1.49
Series G, preferred stock (2) 18,334,755 3,666,951 3,666,951 10.06
5
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31, 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 1.68
Poore Brothers, Inc. -
Common stock (2) 2,016,357 2,078,170 3,835,520 10.52
Simtek Corp. -
Common stock (2) 1,000,000 195,000 150,400 0.41
ThermoView Industries, Inc. -
Common stock 134,951 497,832 60,121 0.16
Miscellaneous Securities 2,165 179,432 0.49
----------- ----------- ------
$ 250,000 $ 250,000 0.59%$21,526,042 $18,380,313 50.37%
----------- ----------- ------
(1) Valued at fair value as determined by the Investment Advisor (note 5)Adviser (Note 6).
(2) Restricted securities under Rule 144 (note 6).- 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, 2003
----------------------------------------------
Fair % of Net
Shares Cost Value Assets
Other Portfolio Investments -
Common Stock, Preferred Stock,
and Miscellaneous Securities
AirNet Systems, Inc. -
Common stock (2) 75,000 $ 318,750 $ 170,033 0.47
Bentley Pharmaceuticals, Inc. -
Common stock 135,879 246,325 1,078,852 2.96
Canterbury Consulting Group, Inc. -
Common stock 28,572 193,473 28,003 0.08
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 0.79
Dave & Busters, Inc. -
Common stock 100,000 653,259 895,950 2.45
Dwyer Group, Inc. -
Common stock 675,000 1,966,632 2,873,475 7.87
EDT Learning, Inc. -
Common stock 48,266 27,033 17,202 0.05
7
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31, 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 0.39
Gasco Energy, Inc. -
Common stock 68,125 48,767 36,420 0.10
I-Flow Corporation -
Common stock 100,000 254,038 249,480 0.68
Inet Technologies, Inc. -
Common stock 96,600 530,338 564,241 1.55
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 0.97
Precis, Inc. -
Common stock 100,700 1,025,047 324,002 0.89
Stonepath Group, Inc. -
Common stock (2) 200,000 270,000 267,720 0.73
8
Renaissance Capital Growth & Income Fund III, Inc.
Schedules of Investments (continued)
(unaudited)
March 31, 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 1.80
Miscellaneous Securities 0 0 0.00
----------- ----------- -----
$ 7,472,768 $ 8,224,880 22.55%
------------ ------------ ------
$34,779,568 $35,259,273 96.63%
=========== =========== ======
Allocation of Investments -
Restricted Shares, Unrestricted Shares,
and Other Securities
Restricted Securities (2) $15,386,800 $17,269,670 47.33%
Unrestricted Securities $12,955,337 $12,678,121 34.74%
Other Securities (5) $ 6,437,431 $ 5,311,482 14.56%
(1) Valued at fair value as determined by the Investment Adviser (Note 6).
(2) Restricted securities - securities that allowsare 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.
59
Renaissance Capital Growth & Income Fund III, Inc.
StatementSchedules of Investments (continued)
(unaudited)
September 30,December 31, 2002
-------------------------------------------------------------------------------------------
Interest Due Fair % of SharesNet
Rate Date Cost Value Net Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock,Convertible Debentures and
Miscellaneous Securities (1)
Bentley Pharmaceuticals,Promissory Notes
Active Link Communications, Inc. -
Common stock 400,000Convertible bridge note (2) 12.00 09/30/03 $ 500,00041,480 $ 3,365,999 7.98%
CaminoSoft Corporation41,789 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 -
Common stock 1,750,000 $ 4,000,000 $ 1,749,825 4.15%
Common stock (2) 708,333 $ 875,000 $ 622,492 1.48%Convertible debenture (1)(3) 12.00 08/31/03 98,000 100,000 0.24
Dexterity Surgical, Inc. -
Preferred stockConvertible debenture (2) 9.00 12/19/04 1,316,282 1,066,282 2.58
EDT Learning, Inc. -
AConvertible redeemable note (2) 500 $12.00 03/29/12 500,000 $ 0 0.00%
Preferred stock - B (2) 500 $ 500,000 $ 0 0.00%
Common stock (2) 260,000 $ 635,000 $ 0 0.00%1.21
eOriginal, Inc. -
Series A preferred stockPromissory note (3) 6,00012.00 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
---------- --------- ------
$ 1,500,0006,295,445 $ 794,000 1.88%
Series B-1 preferred stock (3) 1,785 $ 392,700 $ 1,426,215 3.38%
Series B-3 preferred stock (3) 447 $ 107,280 $ 357,153 0.85%
Series C-1 preferred stock (3) 2,353 $ 2,000,050 $ 2,000,050 4.74%
69,576,754 23.21%
----------- ----------- ------
10
Renaissance Capital Growth & Income Fund III, Inc.
StatementSchedules of Investments (continued)
(unaudited)
September 30,December 31, 2002
-------------------------------------------------------------------------------------------
Interest Due Fair % of SharesNet
Rate Date Cost Value Net
Assets
EligibleOther Portfolio Investments -
Common Stock, Preferred Stock,Convertible Debentures and
Miscellaneous Securities (1)
Fortune Natural Resources,Promissory Notes
CareerEngine Network, Inc. -
Common stock 1,322,394Convertible debenture (2) 12.00 03/31/10 $ 545,500 $ 163,646 0.39%
Gasco Energy, Inc. -
Common stock (2) 250,000 $ 250,000 $ 130,950 0.31%
Integrated Security Systems,0.61
Interpool, Inc. -
Common stock 393,259 $ 215,899 $ 124,584 0.30%
Common stock - PIKConvertible debenture (2) 95,215 $ 26,248 $ 28,641 0.07%
Series D preferred stock (2) 187,500 $ 150,000 $ 72,000 0.17%
Series F preferred stock (2) 2,714,945 $ 542,989 $ 816,655 1.94%
Series G preferred stock (2) 18,334,755 $ 3,666,951 $ 5,465,095 12.95%
JAKKS Pacific, Inc. -
Common stock 87,347 $ 521,172 $ 961,586 2.28%
Poore Brothers, Inc. -
Common stock (2) 2,016,357 $ 2,078,170 $ 4,271,456 10.12%
7
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
September 30, 2002
-------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
Simtek Corporation -
Common stock (2) 1,000,000 $ 195,000 $ 150,400 0.36%
ThermoView Industries, Inc. -
Common stock 31,851 $ 415,384 $ 26,487 0.06%
Verso Technologies, Inc. -
Common stock (2) 179,375 $ 512,500 $ 48,898 0.12%
Miscellaneous securities $ 5,915 $ 580,575 1.38%9.25 12/27/22 375,000 375,000 0.91
----------- ----------- ------
$20,135,758 $23,156,707 54.88%-----
$ 625,000 $ 625,000 1.51%
----------- ----------- ------
(1) Valued at fair value as determined by the Investment Advisor (note 5)Adviser (Note 6).
(2) Restricted securities under Rule 144 (note 6).- 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) 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 allowsare 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.
8
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
September 30, 2002
-------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Other Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
Bentley Pharmaceuticals, Inc. -
Common stock 259,979 $ 535,168 $ 2,187,723 5.19%
Canterbury Consulting Group -
Common stock 200,000 $ 193,473 $ 79,200 0.19%
Creative Host Services -
Common stock 4,830 $ 7,921 $ 8,464 0.02%
DaisyTek International Corporation -
Common stock 20,000 $ 264,353 $ 257,400 0.61%
Dave & Buster's, Inc. -
Common stock 100,000 $ 653,259 $ 1,109,790 2.63%
The Dwyer Group, Inc. -
Common stock 675,000 $ 1,966,632 $ 2,539,350 6.02%
9
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
September 30, 2002
-------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Other Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
EDT Learning, Inc. -
Common stock 48,266 $ 27,033 $ 16,246 0.04%
I-Flow Corp -
Common stock 100,000 $ 254,038 $ 132,660 0.31%
Omnivision Technologies, Inc. -
Common stock 25,000 $ 244,532 $ 163,103 0.39%
Precis, Inc.
Common stock 93,700 $ 993,897 $ 543,592 1.29%
10
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
September 30, 2002
-------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Other Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
US Home Systems -
Common stock 110,000 $ 535,587 $ 528,164 1.25%
----------- ----------- ------
$ 5,675,893 $ 7,565,692 17.93%
----------- ----------- ------
$32,256,368 $39,076,396 92.61%
=========== =========== ======
(1) Valued at fair value as determined by the Investment Advisor (note 5).
(2) Restricted securities under Rule 144 (note 6).
(3) Securities in a privately owned company.
(4) Securities have no provision that allows 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.
11
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
September 30, 2002
-------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Allocation of Investments -
Restricted Shares, Unrestricted Shares,
and Other Securities
Restricted Securities Under Rule 144 $15,001,892 $18,585,901 44.05%
Unrestricted Securities $12,123,848 $14,207,821 33.67%
Other Securities (5) $ 5,130,628 $ 6,282,676 14.89%
(1) Valued at fair value as determined by the Investment Advisor (note 5).
(2) Restricted securities under Rule 144 (note 6).
(3) Securities in a privately owned company.
(4) Securities have no provision that allows 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.
12
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments
(unaudited)
December 31, 2001
-------------------------------------------------
Interest Due Fair % of
Rate Date Cost Value Net
Assets
Eligible Portfolio Investments -
Convertible Debentures and
Promissory notes (1)
Active Link Communications, Inc. -
Convertible bridge note (2) 12.00% 05/02 $ 116,667 $ 150,792 0.28%
Convertible note (2) 8.00% 09/30/02 $ 125,000 $ 161,563 0.30%
Convertible note (2) 8.00% 09/30/02 $ 250,000 $ 288,125 0.53%
Dexterity Surgical, Inc. -
Convertible debenture (2) 9.00% 12/19/04 $ 1,329,577 $ 1,329,577 2.44%
Display Technologies, Inc. -
Convertible debenture (2) 8.75% 03/02/05 $ 1,750,000 $ 0 0.00%
eOriginal, Inc. -
Promissory note (4) 12.00% 06/30/02 $ 500,000 $ 500,000 0.92%
Integrated Security Systems, Inc. -
Promissory notes (5) 8.00% 01/25-
05/14/02 $ 200,000 $ 200,000 0.37%
13
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments
(unaudited)
December 31, 2001
-------------------------------------------------
Interest Due Fair % of
Rate Date Cost Value Net
Assets
Eligible Portfolio Investments -
Convertible Debentures and
Promissory notes (1)
Laserscope -
Convertible debenture (2) 8.00% 02/11/07 $ 1,500,000 $ 2,770,000 5.08%
Northwestern Steel & Wire Corp. -
Debt (3)(5) N/A N/A $ 127,500 $ 127,500 0.23%
----------- ----------- ------
$ 5,898,744 $ 5,527,557 10.14%
(1) Valued at fair value as determined by the Investment Advisor (note 5).
(2) Restricted securities under Rule 144 (note 6).
(3) Company is liquidating in bankruptcy.
(4) Securities in a privately owned company.
(5) Securities have no provision that allows conversion into a security for
which there is a public market.
(6) Includes Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
14
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
December 31, 2001
-------------------------------------------------
Interest Due Fair % of
Rate Date Cost Value Net
Assets
Other Portfolio Investments -
Convertible Debentures and
Promissory Notes (1)
CareerEngine Network, Inc. -
Convertible debenture (2) 12.00% 03/31/10 $ 250,000 $ 250,000 0.46%
Play by Play Toys & Novelties -
Convertible debenture (3) 10.50% 12/31/00 $ 2,425,748 $ 500,000 0.92%
RailAmerica, Inc. -
Convertible debenture 6.00% 07/31/04 $ 500,000 $ 715,770 1.31%
----------- ----------- ------
$ 3,175,748 $ 1,465,770 2.69%
(1) Valued at fair value as determined by the Investment Advisor (note 5).
(2) Restricted securities under Rule 144 (note 6).
(3) Company is liquidating in bankruptcy.
(4) Securities in a privately owned company.
(5) Securities have no provision that allows conversion into a security for
which there is a public market.
(6) 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.
Statement of Investments (continued)
(unaudited)
December 31, 2001
--------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
Bentley Pharmaceuticals, Inc. -
Common stock 400,000 $ 500,000 $ 4,035,240 7.40%
CaminoSoft Corp. -
Common stock 1,750,000 $ 4,000,000 $ 2,858,625 5.24%
Common stock (2) 708,333 $ 875,000 $ 1,048,625 1.92%
Dexterity Surgical, Inc. -
Preferred stock - A (2) 500 $ 500,000 $ 5,769 0.01%
Preferred stock - B (2) 500 $ 500,000 $ 5,769 0.01%
Common stock (2) 260,000 $ 635,000 $ 0 0.00%
Display Technologies, Inc. -
Common stock (2) 127,604 $ 500,000 $ 0 0.00%
16
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
December 31, 2001
--------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
eOriginal, Inc. -
Series A, preferred stock (4) 6,000 $ 1,500,000 $ 4,794,000 8.79%
Series B-1, preferred stock (4) 1,785 $ 392,700 $ 1,426,215 2.62%
Series B-3, preferred stock (4) 447 $ 107,280 $ 357,153 0.65%
Series C-1, preferred stock (4) 2,353 $ 2,000,050 $ 2,000,050 3.67%
Fortune Natural Resources Corp. -
Common stock 1,322,394 $ 545,500 $ 209,467 0.38%
Integrated Security Systems, Inc. -
Common stock 393,259 $ 215,899 $ 159,624 0.29%
Common stock - PIK (2) 13,463 $ 3,366 $ 5,189 0.01%
Series D, preferred stock (2) 187,500 $ 150,000 $ 92,250 0.17%
Series F, preferred stock (2) 2,714,945 $ 542,989 $ 1,046,339 1.92%
Series G, preferred stock (2) 18,334,755 $ 3,666,951 $ 7,016,215 12.86%
JAKKS Pacific, Inc. -
Common stock 87,347 $ 521,172 $ 1,638,674 3.00%
17
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Investments (continued)
(unaudited)
December 31, 2001
--------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Eligible Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
Poore Brothers, Inc. -
Common stock (2) 1,931,357 $ 1,963,170 $ 4,488,689 8.23%
Simtek Corp. -
Common stock (2) 1,000,000 $ 195,000 $ 394,800 0.72%
ThermoView Industries, Inc. -
Common stock (2) 31,851 $ 415,384 $ 27,433 0.05%
Verso Technologies, Inc. -
Common stock (2) 179,375 $ 512,500 $ 219,196 0.40%
Miscellaneous Securities $ 5,915 $ 1,040,722 1.91%
----------- ----------- ------
$20,247,876 $32,870,044 60.27%
----------- ----------- ------
(1) Valued at fair value as determined by the Investment Advisor (note 5).
(2) Restricted securities under Rule 144 (note 6).
(3) Company is liquidating in bankruptcy.
(4) Securities in a privately owned company.
(5) Securities have no provision that allows conversion into a security for
which there is a public market.
(6) Includes Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
18
Renaissance Capital Growth & Income Fund III, Inc.
Statements of Investments (continued)
(unaudited)
December 31, 2001
--------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Other Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
Bentley Pharmaceuticals, Inc. -
Common stock 524,979 $ 1,470,478 $ 5,296,037 9.71%
Dave & Busters, Inc. -
Common stock 100,000 $ 653,259 $ 621,720 1.14%
Display Technologies, Inc. -
Common stock (2) 13,880 $ 549,741 $ 0 0.00%
Preferred stock (2) 5,000 $ 500,000 $ 0 0.00%
Dwyer Group, Inc.
Common stock 675,000 $ 1,966,631 $ 3,307,838 6.07%
EDT Learning, Inc. -
Common stock 31,600 $ 16,590 $ 45,988 0.08%
Precis, Inc. -
Common stock 6,200 $ 36,740 $ 74,884 0.14%
19
Renaissance Capital Growth & Income Fund III, Inc.
Statements of Investments (continued)
(unaudited)
December 31, 2001
--------------------------------------------
Fair % of
Shares Cost Value Net
Assets
Other Portfolio Investments -
Common Stock, Preferred Stock, and
Miscellaneous Securities (1)
RailAmerica, Inc. -
Common stock 40,000 $ 500,000 $ 493,696 0.91%
Miscellaneous Securities $ 0 $ 58,806 0.11%
----------- ----------- ------
$ 5,693,439 $ 9,898,969 18.15%
----------- ----------- ------
$35,015,807 $49,762,340 91.24%
=========== =========== ======
Allocation of Investments -
Restricted Shares, Unrestricted Shares,
and Other Securities
Restricted Securities Under Rule 144 $16,830,345 $19,300,331 35.39%
Unrestricted Securities $13,352,017 $19,957,563 36.59%
Other Securities (6) $ 4,833,445 $10,504,446 19.26%
(1) Valued at fair value as determined by the Investment Advisor (note 5).
(2) Restricted securities under Rule 144 (note 6).
(3) Company is liquidating in bankruptcy.
(4) Securities in a privately owned company.
(5) Securities have no provision that allows conversion into a security for
which there is a public market.
(6) Includes Miscellaneous Securities, securities of privately owned companies,
securities with no conversion feature, and securities for which there is no
market.
20
Renaissance Capital Growth & Income Fund III, Inc.
Statements of Operations
(Unaudited)
Three Months Ended September 30,
2001March 31
2002 2003
---- ----
Income:
Interest $ 43,040 $( 10,405)92,675 $ 260,532
Dividend Income 104,511 16,396
Commitment and other fees 3,000 20,00018,510 1,106,009
------------ -----------
111,185 1,366,541
------------ 150,551 25,991
------------ -----------------------
Expenses:
General and administrative 68,487 84,88687,323 75,048
Incentive fee 7,571 0- 166,163
Interest expense 0 9,81329,656 10,033
Legal and professional fees 67,547 28,78466,131 58,165
Management fees 223,529 190,870244,481 162,977
------------ -----------
427,591 472,386
------------ 367,134 314,353
------------ -----------------------
Net investment income (loss) ( 216,583) ( 288,362)
------------ ------------(316,406) 894,155
Realized and unrealized gain (loss) on investments:
Net unrealized appreciation (depreciation)
on investments ( 209,694) (10,732,012)4,791,032 (6,061,196)
Net realized gain (loss)loss (gain) on investments 37,857 0(3,375,228) 830,815
----------- -----------
Net gain (loss) on investments ( 171,837) (10,732,012)
------------1,415,804 (5,230,381)
----------- ------------
Net income (loss) $( 388,420) $(11,020,374)
============$1,099,398 $(4,336,226)
========== ============
Net income (loss) per share $ (0.09)0.25 $ (2.53)
============(1.00)
========== ============
See accompanying notes to financial statements.
21
Renaissance Capital Growth & Income Fund III, Inc.
Statements of Operations
Nine Months Ended September 30,
2001 2002
Income:
Interest $ 357,605 $ 175,700
Dividend Income 159,903 59,635
Commitment and other fees 7,600 20,000
------------ ------------
525,108 255,335
------------ ------------
Expenses:
General and administrative 279,306 331,496
Incentive fee 919,429 0
Interest expense 0 54,213
Legal and professional fees 179,598 194,074
Management fees 672,894 669,183
------------ ------------
2,051,227 1,248,966
------------ ------------
Net investment income (loss) ( 1,526,119) ( 993,631)
------------ ------------
Realized and unrealized gain (loss)
on investments:
Net unrealized appreciation
(depreciation) on investments 5,267,049 ( 7,926,503)
Net realized gain (loss) on
investments 2,129,486 ( 3,424,391)
------------ ------------
Net gain on investments 7,396,535 (11,350,894)
------------ ------------
Net income $ 5,870,416 $(12,344,525)
============ ============
Net income (loss) per share $ 1.35 $ (2.83)
============ ============
See accompanying notes to financial statements.
2216
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Changes in Net Assets
(Unaudited)
Three Months Ended September 30,
2001March 31
2002 2003
---- ----
From operations:
Net investment income $( 216,583) $( 288,362)(loss) $ (316,406) $ 894,155
Net realized gain (loss) on investments 37,857 0(3,375,228) 830,815
Increase (decrease) in unrealized appreciation
on investments ( 209,694) (10,732,012)
------------4,791,032 (6,061,196)
----------- ------------
Net increase (decrease) in net
assets resulting from
operations ( 388,420) (11,020,374)
------------1,099,398 (4,336,226)
----------- ------------
From distributions to stockholders:
Common dividends from net investment income 0 0
Common dividends from realized
gains ( 2,129,486) 0
Common dividends from other
sources ( 255,788) 0
------------- (435,172)
----------- ------------
Net decrease in net assets resulting from
distributions ( 2,355,274) 0- (435,172)
----------- ------------
------------
From capital transactions:
Shares issued 0 0
Purchase of treasury stock 0 0
------------ ------------
NetTotal increase (decrease) in net assets resulting from capital contributions 0 0
Total increase in net assets ( 2,743,694) (11,020,374)1,099,398 (4,771,398)
Net assets:
Beginning of period 53,604,903 53,213,357
------------ ------------54,537,508 41,259,066
----------- -----------
End of period $ 50,861,209 $ 42,192,983
============ ============$55,636,906 $36,487,668
=========== ===========
See accompanying notes to financial statements.
23
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Changes in Net Assets
Nine Months Ended September 30,
2001 2002
From operations:
Net investment income $( 1,526,119) $( 993,631)
Net realized gain (loss) on investments 2,129,486 ( 3,424,391)
Increase (decrease) in unrealized
appreciation on investments 5,267,049 ( 7,926,503)
------------ ------------
Net increase in net assets resulting
from operations 5,870,416 (12,344,525)
------------ ------------
From distributions to stockholders:
Common dividends from net
investment income 0 0
Common dividends from realized
gains ( 2,129,486) 0
Common dividends from other
sources ( 225,788) 0
------------ ------------
Net decrease in net assets
resulting from distributions ( 2,355,274) 0
------------ ------------
From capital transactions:
Shares issued 0 0
Purchase of treasury stock 0 0
------------ ------------
Net increase (decrease) in net assets
resulting from capital contributions 0 0
------------ ------------
Total increase in net assets 3,515,142 ( 12,344,525)
Net assets:
Beginning of period 47,346,067 54,537,508
------------ ------------
End of period $ 50,861,209 $ 42,192,983
============ ============
See accompanying notes to financial statements.
2417
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Cash Flows
Three Months Ended September 30,
2001ended March 31
2002 2003
---- ----
Cash flows from operating activities:
Net income $( 388,420) $(11,020,374)(loss) $ 1,099,398 $(4,336,226)
Adjustments to reconcile net income to
net cash provided by (used in) operation
activities:
Net unrealized (appreciation)
depreciation on investments 209,694 10,732,012(4,791,032) 6,061,196
Net realized (gain) loss on investments ( 37,857) 03,375,228 (830,815)
(Increase) decrease in interest and dividends
receivable ( 380,026) 78,43134,868 (389,998)
(Increase) decrease in other assets 1,280,613 ( 57,978)6,398 18,493
Increase (decrease) in accounts payable 26,044 2,29720,104 8,826
Increase (decrease) in accounts
payable - affiliate ( 1,007,586) ( 49,297)(10,831) 148,783
Increase (decrease) in other liabilities 3,112,345 ( 2,863,895)(1,498,458) 10,002,828
------------ -----------------------
Net cash provided by (used in) operating
activities 2,814,807 ( 3,178,804)
------------ ------------(1,764,325) 10,683,087
----------- ----------
Cash flows from investing activities:
Purchase of investments ( 767,149) ( 1,217,143)(1,400,230) (2,150,073)
Proceeds from sale of investments 2,910,196 0924,512 1,119,662
Repayment of debentures and notes 41,944 9,880
------------31,935 -
----------- ------------
Net cash provided by (used in) investing
activities 2,184,991 ( 1,207,263)
------------(443,783) (1,030,411)
----------- ------------
Cash flows from financing activities:
Net proceeds from issuance of shares 0 0
Purchase of treasury shares 0 0
Cash dividends ( 2,355,274) 0
------------ ------------- (435,172)
----------- -------------
Net cash used in financing activities ( 2,355,274) 0
------------ ------------- (435,172)
----------- -------------
Net increase (decrease) in cash and cash equivalents 2,644,524 ( 4,386,067)(2,208,108) $ 9,217,504
Cash and cash equivalents at beginning of the period 21,564,187 21,162,267
------------ ------------27,125,926 10,968,001
----------- -----------
Cash and cash equivalents at end of the period $ 24,208,711 $ 16,776,200
============ ============$24,917,818 $20,185,505
=========== ===========
Cash paid during the period for interest $ 029,656 $ 9,81310,033
Cash paid during the period for income/excise taxes $ 1290 $ 0
Noncash investing activities:
During the quarter ended September 30,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 $6,740.$891,417. See
accompanying notes to financial statements.
25
Renaissance Capital Growth & Income Fund III, Inc.
Statement of Cash Flows
Nine Months Ended September 30,
2001 2002
Cash flows from operating activities:
Net income $ 5,870,416 $(12,344,525)
Adjustments to reconcile net income to
net cash provided by (used in) operation
activities:
Net unrealized (appreciation)
depreciation on investments ( 5,267,048) 7,926,503
Net realized (gain) loss on investments ( 2,129,486) 3,424,391
(Increase) decrease in interest receivable ( 161,956) 63,853
(Increase) decrease in other assets ( 484,118) ( 45,110)
Increase (decrease) in accounts payable 37,937 4,163
Increase (decrease) in accounts payable -
affiliate 9,827 ( 42,589)
Increase (decrease) in other liabilities 1,538,070 ( 8,694,343)
------------ ------------
Net cash provided by (used in)
operating activities ( 586,358) ( 9,707,657)
------------ ------------
Cash flows from investing activities:
Purchase of investments ( 2,155,489) ( 5,202,187)
Proceeds from sale of investments 10,969,568 3,941,141
Repayment of debentures and notes 129,724 618,977
------------ ------------
Net cash provided by (used in)
investing activities 8,943,803 ( 642,069)
------------ ------------
Cash flows from financing activities:
Net proceeds from issuance of shares 0 0
Purchase of treasury shares 0 0
Cash dividends ( 2,355,274) 0
------------ ------------
Net cash used in financing activities ( 2,355,274) 0
------------ ------------
Net increase (decrease) in cash and cash
equivalents 6,002,171 (10,349,726)
Cash and cash equivalents at beginning of the
period 18,206,540 27,125,926
------------ ------------
Cash and cash equivalents at end of the period $ 24,208,711 $ 16,776,200
============ ============
Cash paid during the period for interest $ 0 $ 54,214
Cash paid during the period for income/excise
taxes $ 32,140 $ 25,779
Noncash investing activities: The Fund received common stock in settlement of
amounts due from interest and/or dividends as follows: Quarter ended March
31, 2002, $9,397; quarter ended June 30, 2002, $6,745; quarter ended
September 30, 2002, $6,740.
See accompanying notes to financial statements.
2618
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
September 30, 2002March 31, 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 offered to sell
shares in the Fund until closing of the offering on December 31, 1994. The
Prospectus of the Fund required minimum aggregate capital contributions by
shareholders of not less than $2,500,000 and allowed for maximum capital
contributions of $100,000,000. The Fund seeks to achieve
current income and capital appreciation potential by investing primarily in
unregistered equity investments and convertible issues of small and medium
size companies which are in need of capital and which Renaissance Capital
Group, Inc. (Investment Advisor)Adviser) believes offers the opportunity for
growth. The Fund is a non-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 Advisor (note 5)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 follows industry practice and 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.
19
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31, 2003
(d) Federal Income Taxes
The Fund has elected the special income tax treatment available to
a
regulated"regulated investment companycompanies" ("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
27
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
September 30, 2002
comply with the requirements of the IRC including thosethat are applicable to
a RIC.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 4,361,6184,351,718 during eachthe 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 as to the valuation of
investments 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 prime 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.
20
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31, 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,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 $190,870$162,977
and $244,481 for such management fees forduring the quarter ended September 30,March 31,
2003, and March 31, 2002, and
$669,183 for the nine months ended September 30, 2002.respectively. Amounts payable for such fees
at September 30,March 31, 2003, and March 31, 2002, were $185,405.
28
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes$162,977 and $244,481,
respectively, and are included in Accounts payable - affiliate.
o The Investment Adviser receives an incentive fee in an amount equal to
Financial Statements
September 30, 200220% 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. The Fund incurred $166,163 during the quarter ended
March 31, 2003, for such incentive fees and are included in Accounts
payable - affiliate. The Fund did not incur any incentive fees for the
quarter ended March 31, 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 $19,129 for$11,293 and $13,244 during the quarter ended September 30,March
31, 2003, and March 31, 2002, and $59,801 for the nine months ended September 30, 2002,respectively, and are included in
general and administrative expenses in the accompanying statements of
operations.
o The Investment Adviser is21
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to receive an incentive fee in an amount
equal to 20% of any of the Fund's realized capital gains computed net
of all realized capital losses and cumulative unrealized depreciation
of the Fund, which fee is to be accrued and paid on a quarterly basis.
The Fund did not incur any incentive fees for the quarter ended
September 30, 2002, or for the nine months ended September 30, 2002.
(4)Financial Statements
March 31, 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). 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-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, 2001,2002, and September 30, 2002,March 31, 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. TheGenerally, the Fund
may register and sell such securities at any time with the Fund paying
the costs of registration. Interest on the 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.
29
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
September 30, 2002
(5)(6) Valuation of Investments
On a quarterly basis, the Investment AdviserRenaissance Group prepares a valuation of the assets
of the Fund subject to the approval of the Fund's 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.
22
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31, 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 closing price or the closing bid and ask
prices, as the case may be,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.
30
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
September 30, 2002
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 will governgoverns the value of
the enterprise. This valuation method will causecauses 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 ratesfair values for private
equity
valuationsequities 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
23
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
March 31, 2003
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, then 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 perspective.prospects. In the event of
unsuccessful operations by a portfolio company, the appraisal may be
based upon aan estimated net realizable value when that investment is
liquidated.liquidated
As of March 31, 2003, and December 31, 2001, and September 30, 2002, the net unrealized
appreciation associated with investments held by the Fund was
$14,746,533,$479,705, and $6,820,030$6,540,900, respectively. (6)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 statement of investments as of September 30,March 31, 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).
(7) Securities Sold Under Agreements(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 periods ended
March 31, 2003, and December 31, 2002, under the dividend reinvestment
plan.
(9) Distributions to Repurchase
Securities sold under agreements to repurchase are collateralized by
$1,500,000Shareholders
During the periods ended March 31, 2003, and December 31, 2002, the Fund
distributed $435,172 and $435,172, respectively. During the period ended
March 31, 2002, the Fund made no cash distributions. At March 31, 2003, the
Fund had net investment income in excess of the amount of the cash
held bydistribution; however, the broker and are includedfinal tax characteristics of this distribution
cannot be determined at this time. The cash distribution made in cash and cash
equivalents and investments on the statement of assets and liabilities as
of September 30, 2002.
312002
24
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
September 30,March 31, 2003
represented a tax return of capital. The capital loss carryover of
($3,429,593) as of December 31, 2002, (8)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 September 30, 2001March 31, 2002, and 2002,2003, are
as follows:
2001 2002 2003
Net asset value, beginning of period $ 12.2912.50 $ 12.209.48
Net investment income (loss) $( 0.05) $( 0.07)$ (0.07) $ 0.21
Net realized and unrealized gain on investments $( 0.04) $( 2.46)$ 0.32 $ (1.21)
------- -------
Total return from investment operations $( 0.09) $( 2.53)
Distributions to shareholders $( 0.54)$ 0.25 $ (1.00)
------- -------
Distributions: $ 0.00 $ 0.10
------- -------
Net asset value, end of period $ 11.6612.75 $ 9.678.38
======= =======
Per share market value, end of period $ 10.999.19 $ 8.946.75
Portfolio turnover rate (quarterly) 1.31% 0.02%0.25% 1.88%
Quarterly return (a) 4.67% -10.61%2.80% -14.12%
Ratio to average net assets (quarterly) (b):
Net investment income (loss) -0.42% -0.60%0.00% 2.30%
Expenses, excluding incentive fees 0.69% 0.66% 0.78%
Expenses, including incentive fees 0.70% 0.66% 1.22%
(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.
(b) Average net assets have been computed based on quarterly valuations.
32
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
Notes to Financial Statements
September 30, 2002
Selected per share data and ratios for each share of common stock
outstanding throughout the nine months ended September 30, 2001 and 2002,
are as follows:
2001 2002
Net asset value, beginning of period $ 10.86 $ 12.50
Net investment income (loss) $( 0.35) $( 0.23)
Net realized and unrealized gain on investments $ 1.69 $( 2.60)
------- -------
Total return from investment operations $ 1.34 $( 2.83)
Distributions to shareholders $( 0.54) $ 0.00
------- -------
Net asset value, end of period $ 11.66 $ 9.67
======= =======
Per share market value, end of period $ 10.99 $ 8.94
Portfolio turnover rate (nine months) 4.38% 8.75%
Nine month return (a) 22.11% -13.30%
Ratio to average net assets (nine months) (b):
Net investment income (loss) -3.06% -1.93%
Expenses, excluding incentive fees 2.27% 2.43%
Expenses, including incentive fees 4.11% 2.43%
(a) Nine month 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.
(b) Average net assets have been computed based on quarterly valuations.
3325
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 September 30, 2002 (portfolio companies are herein referred to as the
"Company"):March
31, 2003:
Active Link Communications, Inc. (OTC:ACVE) In the third quarter of 2002,Subsequent to March 31, 2003,
the Company repaid $9,880 ofmade a principal outstandingrepayment on the convertible bridge loan, and at September 30, 2002,note owned
by the Fund of $44,240, reducing the balance outstanding on the bridge note
to $19,023. Also subsequent to March 31, 2003, the Company had $53,752 remainingfell into
principal and interest default on payments on all of the loan.
Canterbury Consulting Group (NASDAQ:CITI)debt obligations
of the Company. As a result of the default, the Fund has placed a reserve
equal to 50% of the par value of the principal amounts of all positions
held by the Fund in the Company.
Bentley Pharmaceuticals, Inc. (AMEX:BNT) In the thirdfirst quarter of 2002,2003, the
Fund sold 124,100 shares of common stock in the open market realizing
proceeds of $1,119,661, representing a gain of $830,818. At March 31, 2003,
the Fund owned 535,879 shares of Bentley common stock with a basis of
$746,325 or $1.39 per share. The stock is freely tradeable.
Capital Senior Living Corp. (NYSE:CSU) In the first quarter of 2003, the
Fund purchased 97,000an 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 20,000 shares of the Company's shares in the open market for
$86,213, a cost of $4.31 per share. This is the Fund's initial investment
in Flamel and the stock is freely tradeable.
Flamel is a biopharmaceutical company principally engaged in the
development 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.
Gasco Energy, Inc. (OTC:GASE) In the quarter ended March 31, 2003, the Fund
purchased 68,125 shares of the Company's common stock in the open market
for $94,962 or $0.98$48,767, a basis of $0.72 per share. At September 30, 2002,March 31, 2003, the fundFund owned
200,000the freely tradeable shares previously discussed in addition to 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 of CITI common stock having a basis of $193,473 or
$0.97 per share. All stock is freely tradeable.
Creative Host Services, Inc. (NASDAQ:CHST)"shelf"
registration filed by the Company.
Inet Technologies (Nasdaq:INTI) In the thirdfirst quarter of 2002,
the Fund purchased 4,830 shares of the Company's common shares in the open
market for $7,921 or $1.64 per share. This is a new investment for the
fund. All stock is freely tradeable.
Creative Host Services acquires and operates food, beverage, and other
concessions at airports throughout the United States. The Company focuses
on non-core markets. The airport concession business is complemented by
inflight catering contracts awarded to the Company by major airlines at
certain airports.
EDT Learning, Inc. (ASE:EDT) In the third quarter of 2002,2003, the Fund
purchased an additional 16,66621,600 shares of the Company's common stock in the
open market. At September 30, 2002,March 31, 2003, the Fund owned a total of 48,26696,600 shares of freely tradeablethe
Company's common stock having a basis of $27,033.$530,338, or $5.49 per share.
Integrated Security Systems, Inc. (OTC:IZZI) In the first 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. In total, the Fund received
89,920 shares of IZZI having an imputed cost of $18,859, a rate of $0.21
per share, as payment in kind for interest on the notes and dividends on
the Series D Preferred. The total number of shares owned by the Fund as a
result of PIK agreements with the Company at March 31, 2003, was194,707
shares of the Company's common stock having a basis of $47,178, a rate of
$0.24 per share.
In addition to the PIK shares discussed previously, at March 31, 2003, the
Fund owned the following: $325,000 in 8% Promissory Notes with no
conversion feature; $542,989 in Series F Preferred convertible into the
Company's common stock at a $500,000 12% Convertible Subordinated Note and three-yearrate 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 500,000364,299 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 1,625,000 shares of the Company's common stock at
27
$0.20 per share with term dates ranging from September 2006 to September
2007; 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, 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 exercise priceadditional 13,297 shares of $3.00.
eOriginal,the Company's common
stock as payment in kind of $1,995 or $0.15 per share in interest due on
promissory notes.
Laserscope (Nasdaq:LSCP) At March 31, 2003, the Fund owned $1,500,000 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. (Private)(Nasdaq:MDCI) In the thirdfirst quarter of 2002,2003,
the Fund made three
follow-on investmentsa new investment into the common stock of Medical Action
Industries, Inc., by purchasing 10,000 shares in the open market for
$112,490, a rate of $11.25 per share.
The Company develops, manufactures, markets, and distributes a variety of
disposable surgical-related products.
Nautilus Group, Inc. (NYSE:NLS) In the first quarter of 2003, the Fund made
a new investment into the Company by advancing $348,500 to purchase
Senior Secured Promissory Notespurchasing 25,000 shares of eOriginal. The notes bear interest at
12%, payable at maturity on December 31, 2002,its common
stock in the open market for $400,626, a rate of $16.03 per share. This is
a new investment for the Fund.
Nautilus is a marketer, developer, and are secured by all
intellectual propertymanufacturer of branded health and
software owned byfitness products sold under such names as Nautilus, Bowflex, Schwinn, and
StairMaster.
Stonepath Group, Inc. (AMEX:STG) In the Company. The maturity dates
of the other Senior Secured Promissory Notes were also extended to December
31, 2002. Also during the thirdfirst quarter of 2002,2003, the Fund
reserved the
value of the Series A Convertible Preferred stock to $794,000.
34
Gasco Energy, Inc. (OTC:GASE) During the third quarter of 2002, the Fund
purchased 250,000made a new investment by purchasing 200,000 shares of the Company's common
stock in a private placement at a costrate of $250,000. This$1.35 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
registration of the securities in the near term.
Stonepath is a new investment for the Fund.
Gasco Energy is an oilnon-asset based provider of third-party logistics services,
offering a full range of time-definite transportation and gas company whose focus is exploration and
development of domestic natural gas properties located primarily in the
rocky Mountain regions of Colorado and Wyoming.
I-Flow Corporation (NASDAQ:IFLO) In the third quarter of 2002, the Fund
purchased an additional 35,480 shares of the Company's common stock in the
open market. At September 30, 2002, the Fund owned 100,000 shares of common
stock having a basis of $254,038, or $2.54 per share. All stock is freely
tradeable.
Integrated Security Systems, Inc. (OTC:IZZI) In the third quarter of 2002,
the Fund received 26,780 shares of the Company's common stock as payment in
kind for interest due to the Fund on promissory notes. These shares were
paid to the Fund at an average rate of $0.25 per share.
Also in the third quarter, the Fund purchased a $75,000, 8%, one-year note
and, as part of the consideration for the loan, received five-year warrants
to purchase 375,000 shares of the Company's common stock at $0.20 per
share. In conjunction with this purchase, the Fund agreed to extend the due
dates of the existing promissory notes to September 4, 2003.
Omnivision Technologies, Inc. (NASDAQ:OVTI) In the third quarter of 2002,
the Fund purchased 25,000 shares of the Company's common stock in the open
market at a cost of $244,532. This is a new investment for the Fund.
Omnivision Technologies provides integrated single chip semiconductor
imaging devices.distribution
solutions. The Company designs, develops,manages and markets semiconductor
imaging devices for various applications in computing, communications,arranges the domestic movement of raw
materials, supplies, components, and consumer electronics.
Outsource Partners International, Inc. (Private) In the third quarterfinished goods, and also provides a
broad range of 2002, the Fund purchased a $100,000, 12% promissory note maturing August
31, 2003, and a one-year warrant to purchase 4,587 shares of the common
stock of Business Process Outsourcing ("BPO"), the parent of the Company.
The promissory note is convertible into common shares of BPO at a rate
equal to 85% of the price paid by investors in the Company's or BPO's next
round of permanent financing (the "Financing"), and will entitle the Fund
to hold the same class of securities as those issued in the Financing. The
warrants are exercisable at a rate equal to 100% of the price paid by
investors in the Financing, but if the Company does not complete the
Financing by August 31, 2003, then the exercise price shall be $4.36 per
share. This is a new investment for the Fund.
Business Process Outsourcing is a privately held business process
outsourcing firm that specializes in finance and accounting services,
providing innovative business solutions that is designed to empower clients
with a competitive advantage, enabling them to focus on their core
activities.
35value-added supply chain management services.
28
Results of Operations for the Quarter Ended September 30, 2002:March 31, 2003
For the quarter ended September 30, 2002,March 31, 2003, the Fund had anet investment income of
$894,155 compared to net investment loss of ($288,362) compared to a net investment loss of
($216,583) in316,406) for the third quarter of 2001. Most of the difference came from
reduced investment income. Interest income decreased from $43,040 in the
third quarter of 2001 to ($10,405) in the thirdfirst
quarter of 2002. This decreasechange was caused bydue in large part to an increase in
investment income from $111,185 for the Fund's reserve of previously accrued but unpaid
interest. Dividend income decreased from $104,511 in the thirdfirst quarter of 20012002 to $16,396 in$1,366,541
for the samecomparable period of 20022003. This increase was primarily attributable
to the accrual of dividends receivable from eOriginal Holdings, Inc., as a
result of the
Fund's more concentrated position in common stock rather than in
yield-bearing instruments. Other investmentits reorganization and from Integrated Security Systems, Inc., on
its Series F and G Convertible Preferred Stock. In addition, interest
income increased due to the reversal of reserves against accrued interest
income from $3,000 in
third quartereOriginal as part of 2001 to $20,000 in the third quarter of 2002 as a result
of loan closing fees received.reorganization mentioned previously.
The reductionincrease in investment income was partially offset by an overall reductionincrease in
investment expenses from $427,591 for the thirdfirst period of 2002 to $472,386
for the first quarter of 2002. Although2003. General and administrative expenses
rose
23.9%decreased for the first quarter of 2003 to $75,048 from $68,487$87,323 for the
first quarter of 2002, a decrease of 14.06%. Interest expense decreased
66.17% from $29,656 for the first quarter of 2002 to 84,886,$10,033 for the
comparable period of 2003. Legal and professional fees decreased 57.4%
from
$67,547 in$66,131 for the third quarter of 2001 to $28,784 in the same period of
2002. Additionally, management fees decreased 14.6% from $223,529 in the
third quarter of 2001 to $190,870 in the thirdfirst quarter of 2002 due to lower
portfolio values primarily resulting from overall market decline coupled
with reserves taken on portfolio investment valuations. No incentive fees
were incurred by$58,165 for the Fund in the current year third quarter versus $7,571
in incentive fees incurred in the thirdfirst quarter of
2001. During2003, a decrease of 12.05%. Management fees decreased 33.33% from $244,481
for the thirdfirst quarter of 2002 to $162,977 for the Fund incurred interest expensecomparable period of 2003
as a result of lower market values for portfolio investments during the
period. These increases in expenses were offset by the incentive fee on
capital gains accrued in the amountfirst quarter of $9,813, compared to2003. There was no interest expense for the same period of 2001. Net
incomeincentive
fee in the thirdfirst quarter of 2002 was ($11,020,374) comparedbecause there were no capital gains in
that period.
Liquidity and Capital Resources
For the three months ended March 31, 2003, net assets decreased 11.56% from
$41,259,065 at December 31, 2002, to a net
loss of ($388,420) for the third quarter of 2001.$36,487,669 at March 31, 2003. This
increase in the net
loss was duedecrease is primarily attributable to a decrease 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
($10,732,012) resulting from reserves taken on portfolio
valuations combined with a declining market.
For the nine months ended September 30, 2002, the Fund incurred a net
investment loss of ($993,631) versus ($1,526,119) for the same period of
2001. The reduction in net investment loss was driven primarily by lower
expenses as a result of no net realized gains being taken on investments
and no accruals of incentive fees so far in 2002. For$435,172 paid during the first nine months
of 2001, incentive fees of $919,429 were incurred by the Fund due to the
realization of gains on sales of portfolio investments. For the first nine
months of 2002, general and administrative expenses increased 18.7% to
$331,496, and legal and professional fees rose from $179,598 in the first
nine months of 2001 to $194,074 for the first nine months of 2002.
Management fees for the first nine months of 2002 were slightly lower than
in the same period of 2001 due to lower valuations for portfolio
investments over the period. In addition, the Fund incurred $9,813 in
interest expense during the third quarter of 2002 compared to no interest
expense for the same period of 2001. For the first three quarters of 2002,
the Fund realized a net loss of ($12,344,525), reflecting a net loss on
investments of ($11,350,894) comprised of the realization of losses on
portfolio investments of ($3,424,391) and a2003. This decrease in net unrealized
appreciation of investments of ($7,926,503). In the first nine months of
2001, the Fund's net income was $5,870,416 due primarily to net unrealized
appreciation on investments of $5,267,049 and net realized gains of
$2,129,486.
36
Liquidity and Capital Resources
For the three months ended September 30, 2002, net assets decreasedpartially
offset by
($11,020,374) giving the fund net assets of $42,192,983 at September 30,
2002, or $9.67 per share. The reduction in net assets is due to the net investment lossincome discussed previously and a realized
gain in the amount of ($288,362), lower valuations$830,818 on the disposition of portfolio investmentsa portion of ($10,732,012) resulting from a general declinethe
Fund's position in market values, and
reserves taken on portfolio investments.Bentley Pharmaceuticals.
At the end of the thirdfirst quarter of 2002,2003, the Fund had net cash and cash
equivalents of $3,273,397$1,181,514 versus net cash and cash equivalents of
$4,795,570$1,966,838 at June 30, 2002, a 31.7% decrease. The decrease in cash and
cash equivalents results primarily from follow-on investments in existing
portfolio companies and investments in new portfolio companies.December 31, 2002. The Fund's interest and dividends
receivable decreased 75.4%increased from $112,974$28,409 at June 30,December 31, 2002, to $27,805$418,407 at
September 30,March 31, 2003, primarily due to the dividend accrued on Integrated
Security Systems Series F & G Preferred Stock. Prepaid expenses decreased
46.15% from $40,069 at December 31, 2002, whereasto $21,575 at March 31, 2003,
primarily attributable to quarterly charges against prepaid expensesinsurance
amounts.
29
Accounts payable increased from $995$12,107 at June 30,December 31, 2002, to $58,973$20,932 at
September 30, 2002.March 31, 2003, a 72.89%, primarily due to the first quarter accrual of
custodial, auditing, and legal fees. Finally, accounts payable to affiliate
increased 66.60% from $223,386 at December 31, 2002, to $372,169 at March
31, 2003, due to the accrual of a first quarter incentive fee payable to
the investment adviser offset partially by a reduction in management fees
also payable to the investment adviser.
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.
Critical Accounting Policies and Judgments
Critical accounting policies are those that are both important to the
presentation of our financial condition and results of operations and
require management's most difficult, complex, or subjective judgments. The
Fund's critical accounting policies are those applicable to the valuation
of investments discussed below.
Valuation of Portfolio Investments. The Fund invests primarily in
convertible securities and equity investments of public companies, although
the Fund also may make investments in private companies. These investments
may be subject to restrictions on resale, illiquid, and without an
established trading market. Therefore, on a quarterly basis, the Investment
Adviser prepares a valuation of the assets of the Fund subject to approval
of the Fund's Board of Directors. Generally, the guiding principle for
valuation of any investment is application of objective standards. The
types of investments made by the Fund and the specific policies used in
valuation of the Fund's portfolio are discussed thoroughly in the footnotes
to the financial statements found in Part I, Item 1 of this report,
specifically in Notes 4, 5, and 6.
37
Disclosure Regarding Forward-Looking Statements
Information contained in this Form 10-Q may contain "forward-looking
statements" which can be identified by the use of forward-looking
terminology including but not necessarily limited to "may," "will,"
"expect," "intend," "anticipate," "estimate," or "continue" or the negative
thereof or other variations or similar words or phrases. The matters
described in "Critical Accounting Policies and Judgments," "Quantitative
and Qualitative Disclosure About Market Risk," and certain other factors
noted throughout this Form 10-Q constitute cautionary statements
identifying important factors with respect to any such forward-looking
statements, including certain risks and uncertainties, that could cause
actual results to differ materially from those in such forward-looking
statements.
Although we believe that the assumptions on which these
forward-looking statements are based are reasonable, any of those
assumptions could prove to be inaccurate, and as a result, the
forward-looking statements based on those assumptions also could be
incorrect. In light of these and other uncertainties, the inclusion of a
projection or forward-looking statement in this Form 10-Q should not be
regarded as a representation by us that our plans and objectives will be
achieved. No undue reliance should be placed on such forward- looking
statements, which apply only as of the date of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Fund is subject to financial market risks, including changes in market
interest rates as well as changes in marketable equity security prices. The Fund
does not use derivative financial instruments to mitigate any of these risks.
The return on the Fund's investments is generally not affected by foreign
currency fluctuations.
A good portion of the Fund's investment in portfolio securities consists of
fixed rate convertible debentures and other debt instruments. Since these
instruments are generally priced at a fixed rate, changes in market interest
rates do not directly impact interest income, although they could impact the
Fund's yield on future investments in debt instruments. In addition, changes in
market interest rates are not typically a significant factor in the Fund's
determination of fair value of its debt instruments, as it is generally assumed
they will be held to maturity, and their fair values are determined on the basis
of the terms of the particular instrument and the financial condition of the
issuer.
A portion of the Fund's portfolio consists of equity investments in private
companies. The Fund would anticipate no impact on this investment from modest
changes in public market equity prices. However, should significant changes in
market prices occur, there could be a longer-term effect on valuations of
private companies which could affect the carrying value and the amount and
timing of proceeds realized on these investments.
38
A portion of the Fund's investment portfolio also consists of common stocks
and warrants to purchase common stock in publicly traded companies. These
investments are directly exposed to equity price risk, in that a percentage
change in these equity prices would result in a similar percentage change in the
fair value of these securities.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, the Fund's President and
Chief Executive Officer along with the Fund's Chief Financial Officer evaluated
the effectiveness of the design and operation of the Fund's disclosure controls
and procedures pursuant to Exchange Act Rule 13a- 14(c). Based upon that
evaluation, the Fund's President and Chief Executive Officer along with the
Fund's Chief Financial Officer concluded that the Fund's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Fund required to be included in the Fund's periodic SEC filings.
There have been no significant changes in the Fund's internal controls or in
other factors which could significantly affect internal controls subsequent to
the date of their evaluation.
39
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99-1 Certification of Russell Cleveland, President and CEO
99-2 Certification of Barbe Butschek, Chief Financial Officer
(b) Reports on Form 8-K
None
30
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.
November 12, 2002
___________________/S/_______________________________May 15, 2003 ____________________________________________________
Russell Cleveland, President and CEO
(Principal Executive Officer)
November 12, 2002
__________________/S/________________________________May 15, 2003 ____________________________________________________
Barbe Butschek, Chief Financial Officer
(Principal Financial Officer)
4031
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 quarterlyannual report does not contain any untrue
statementsstatement 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 quarterlyannual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterlyannual 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 quarterlyannual 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 to ensure that
material information relating to the registrant is made known to us by
others, particularly during the period in which this quarterlyannual 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 quarterlyannual report (the "Evaluation Date"); and
c) presented in this quarterlyannual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
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
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
4132
6. The registrant's other certifying officers and I have indicated in this
quarterlyannual 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
November 5, 2002
42May 15, 2003
33
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 quarterlyannual 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 quarterlyannual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterlyannual 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 quarterlyannual 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 to ensure that
material information relating to the registrant is made known to us by
others, particularly during the period in which this quarterlyannual 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 quarterlyannual report (the "Evaluation Date"); and
c) presented in this quarterlyannual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
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
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
4334
6. The registrant's other certifying officers and I have indicated in this
quarterlyannual 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
November 5, 2002
44May 15, 2003
35
EXHIBIT 99-1
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 quarterperiod ended September 30, 2002March 31, 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: November 5, 2002May 15, 2003 /S/ Russell Cleveland
Russell Cleveland
President & CEO
1
EXHIBIT 99-2
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 quarterperiod ended September 30, 2002March 31, 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: November 5, 2002May 15, 2003 /S/ Barbe Butschek
Barbe Butschek
Chief Financial Officer
1