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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
Commission File Number 0-17526
EQUUS CAPITAL PARTNERS, L.P.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 76-0264305
- -------------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2929 Allen Parkway, Suite 2500
Houston, Texas 77019-2120
- -------------------------------------- -------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 529-0900
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- -------------------------------------- -------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partners' Interests
------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---
As of September 30, 2002, 12,187 units ("Units") of limited partners' interests
in the Partnership were held by non-affiliates of the registrant. The net asset
value of a Unit at September 30, 2002 was $127.01. There is no established
market for such Units.
Documents incorporated by reference: None.
EQUUS CAPITAL PARTNERS, L.P.
(A Delaware Limited Partnership)
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Assets, Liabilities and Partners' Capital
- September 30, 2002 and December 31, 2001................ 1
Statements of Operations
- For the three months ended September 30, 2002 and 2001.. 2
- For the nine months ended September 30, 2002 and 2001... 3
Statements of Changes in Partners' Capital
- For the nine months ended September 30, 2002............ 4
- For the nine months ended September 30, 2001............ 5
Statements of Cash Flows
- For the nine months ended September 30, 2002 and 2001... 6
Selected Per Unit Data and Ratios
- For the nine months ended September 30, 2002 and 2001... 8
Schedule of Enhanced Yield Investments
- September 30, 2002...................................... 9
Notes to Financial Statements............................. 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 14
Item 3. Quantitative and Qualitative Disclosure about Market Risk. 17
PART II. OTHER INFORMATION
Item 4. Controls and Procedures................................... 18
Item 6. Exhibits and Reports on Form 8-K.......................... 18
SIGNATURE.............................................................. 19
ii
Part I. Financial Information
Item 1. Financial Statements
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
(Unaudited)
2002 2001
---------- -----------
Assets
Enhanced yield investments, at fair value
(cost of $970,378) $ 500,000 $ 1,100,000
Temporary cash investments, at cost which
approximates fair value 1,105,374 459,877
Cash 1,275 1,306
Accrued interest receivable - 53,648
---------- -----------
Total assets $1,606,649 $ 1,614,831
========== ===========
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 4,000 $ 42,800
---------- -----------
Total liabilities 4,000 42,800
---------- -----------
Commitments and contingencies
Partners' capital:
Managing partner 38,576 38,270
Independent general partners 609 601
Limited partners (12,310 Units issued and outstanding) 1,563,464 1,533,160
---------- -----------
Total partners' capital 1,602,649 1,572,031
---------- -----------
Total liabilities and partners' capital $1,606,649 $ 1,614,831
========== ===========
The accompanying notes are an
integral part of these financial statements.
1
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- ----------
Investment income:
Income from enhanced yield investments $ 705,671 $ 128,031
Interest from temporary cash investments 2,282 26,987
---------- -----------
Total investment income 707,953 155,018
---------- ----------
Expenses:
Independent general partner fees 1,500 9,750
Mailing and printing expenses 3,126 1,346
Administrative fees 5,029 4,984
Professional fees 4,000 2,200
---------- -----------
Total expenses 13,655 18,280
---------- -----------
Net investment income 694,298 136,738
---------- -----------
Realized gain on sale of enhanced yield investments - 1,965,219
---------- -----------
Unrealized appreciation (depreciation) of enhanced
yield investments:
End of period (470,378) 1,084,169
Beginning of period 129,622 2,809,169
---------- -----------
Decrease in unrealized appreciation (600,000) (1,725,000)
---------- -----------
Net increase in partners' capital
from operations $ 94,298 $ 376,957
========== ==========
The accompanying notes are an
integral part of these financial statements.
2
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- ----------
Investment income:
Income from enhanced yield investments $ 652,023 $1,521,128
Interest from temporary cash investments 5,836 35,488
---------- ----------
Total investment income 657,859 1,556,616
---------- ----------
Expenses:
Management fee - 1,586
Independent general partner fees 4,500 27,750
Mailing and printing expenses 217 3,343
Administrative fees 15,086 14,951
Professional fees 7,438 8,454
---------- ----------
Total expenses 27,241 56,084
---------- ----------
Net investment income 630,618 1,500,532
---------- ----------
Realized gain on sale of enhanced yield investments - 833,595
---------- ----------
Unrealized appreciation (depreciation) of enhanced
yield investments:
End of period (470,378) 1,084,169
Beginning of period 129,622 1,509,860
---------- ----------
Decrease in unrealized appreciation (600,000) (425,691)
---------- ----------
Net increase in partners' capital
from operations $ 30,618 $1,908,436
========== ==========
The accompanying notes are an
integral part of these financial statements.
3
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited)
INDEPENDENT
MANAGING GENERAL LIMITED
TOTAL PARTNER PARTNERS PARTNERS
----- ------- -------- --------
Partners' capital,
December 31, 2001 $1,572,031 $ 38,270 $ 601 $1,533,160
---------- ---------- -------- ----------
Investment activities:
Investment income 657,859 6,578 186 651,095
Expenses 27,241 272 8 26,961
---------- ---------- -------- ----------
Net investment income 630,618 6,306 178 624,134
---------- ---------- -------- ----------
Decrease in unrealized appreciation
of enhanced yield investments (600,000) (6,000) (170) (593,830)
---------- ---------- -------- ----------
Net increase in partners' capital 30,618 306 8 30,304
---------- ---------- -------- ----------
Partners' capital,
September 30, 2002 $1,602,649 $ 38,576 $ 609 $1,563,464
========== ========== ======== ==========
The accompanying notes are an
integral part of these financial statements.
4
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(Unaudited)
Partners' capital,
December 31, 2000 $5,334,305 $ 75,892 $ 1,651 $ 5,256,762
---------- ---------- -------- ----------
Investment activities:
Investment income 1,556,616 15,566 442 1,540,608
Expenses 56,084 560 17 55,507
---------- ---------- -------- ----------
Net investment income 1,500,532 15,006 425 1,485,101
---------- ---------- -------- ----------
Realized gain on sale of
enhanced yield investments 833,595 8,336 237 825,022
Decrease in unrealized appreciation
of enhanced yield investments (425,691) (4,257) (121) (421,313)
Distributions to partners (4,664,198) (46,642) (1,306) (4,616,250)
---------- ---------- -------- ----------
Net decrease in partners' capital (2,755,762) (27,557) (765) (2,727,440)
---------- ---------- -------- ----------
Partners' capital,
September 30, 2001 $2,578,543 $ 48,335 $ 886 $ 2,529,322
========== ========== ======= ===========
The accompanying notes are an
integral part of these financial statements.
5
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- -----------
Cash flows from operating activities:
Investment income received $ 711,507 $1,503,401
Cash paid to management company, general partners
and suppliers (66,041) (80,498)
---------- ---------
Net cash provided by operating activities 645,466 1,422,903
---------- ---------
Cash flows from investing activities:
Proceeds from sale of enhanced yield investments - 3,514,718
---------- ---------
Net cash provided by investing activities - 3,514,718
---------- ---------
Cash flows from financing activities:
Distributions to partners - (4,664,198)
---------- ---------
Net cash used in financing activities - (4,664,198)
---------- ---------
Net increase in cash and cash equivalents 645,466 273,423
Cash and cash equivalents at beginning of period 461,183 215,311
---------- ---------
Cash and cash equivalents at end of period $1,106,649 $ 488,734
========== =========
The accompanying notes are an
integral part of these financial statements.
6
EQUUS CAPITAL PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
(Continued)
2002 2001
---------- -----------
Reconciliation of net increase in partners' capital from operations
to net cash provided by operating activities:
Net increase in partners' capital from operations $ 30,618 $1,908,436
Adjustments to reconcile net increase in partners'
capital from operations to net cash provided
by operating activities:
Realized gain on sale of enhanced yield investments - (833,595)
Decrease in unrealized appreciation of enhanced
yield investments 600,000 425,691
Increase in accrued interest receivable - (15,191)
Decrease in accounts payable (38,800) (24,414)
Write-off of accrued interest receivable 53,648 -
Income received in the form of enhanced yield investments - (38,024)
--------- ----------
Net cash provided by operating activities $ 645,466 $1,422,903
========= ==========
The accompanying notes are an
integral part of these financial statements.
7
EQUUS CAPITAL PARTNERS, L.P.
SELECTED PER UNIT DATA AND RATIOS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
--------- ----------
Investment income $ 52.89 $ 125.15
Expenses 2.19 4.51
--------- ----------
Net investment income 50.70 120.64
Realized gain on sale of enhanced yield investments - 67.02
Decrease in unrealized appreciation of
enhanced yield investments (48.24) (34.23)
--------- ----------
Net increase in partners' capital from operations 2.46 153.43
Distribution to partners - (375.00)
--------- ----------
Net increase (decrease) in partners' capital 2.46 (221.57)
Partners' capital, beginning of period 124.55 427.03
--------- ----------
Partners' capital, end of period $127.01 $ 205.46
========= ==========
Ratio of expenses to average partners' capital 1.74% 1.43%
Ratio of net investment income to average
partners' capital 40.31% 38.15%
Ratio of net increase in partners' capital from
operations to average partners' capital 1.96% 48.52%
Total return on partners' capital 1.98% 35.93%
The accompanying notes are an
integral part of these financial statements.
8
EQUUS CAPITAL PARTNERS, L.P.
SCHEDULE OF ENHANCED YIELD INVESTMENTS
SEPTEMBER 30, 2002
(Unaudited)
Date Of
Portfolio Company Initial Investment Cost Fair Value
- ----------------- ------------------ --------- ----------
Artegraft, Inc. January 1993
Manufacturer and distributor of specialty surgical products
- 9% demand promissory note $ 252,047 $ -
- 7% demand promissory note 702,500 -
- Warrant to buy up to 1,000 shares of
common stock at $.01 per share
through December 31, 2002 10 -
- Warrant to buy up to 4,000 shares
of common stock at $17.50 per share
through December 31, 2002 40 -
MaxTech Holdings, Inc. March 1991
Environmental and engineering consulting services-
Assets held for sale
- 59,875 shares of common stock 15,781 500,000
--------- ---------
Total $ 970,378 $ 500,000
========= =========
All of the Partnership's Enhanced Yield Investments are restricted from
public sale without prior registration under the Securities Act of 1933. The
Partnership negotiates certain aspects of the method and timing of the
disposition of the Partnership's Enhanced Yield Investments in each Portfolio
Company, including registration rights and related costs. The Partnership does
not expect to incur significant costs, including costs of any such registration,
in connection with the future disposition of its portfolio securities.
As defined in the Investment Company Act of 1940, all of the Partnership's
investments are in eligible Enhanced Yield Investments. The Partnership provides
significant managerial assistance to all of the Portfolio Companies in which it
has invested.
The accompanying notes are an
integral part of these financial statements.
9
EQUUS CAPITAL PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
(Unaudited)
(1) Organization and business purpose
Equus Capital Partners, L.P. (the "Partnership"), a Delaware limited
partnership, completed the sale of 12,310 units of limited partners' interest
("Units") to 1,428 limited partners as of December 31, 1990. Each Unit required
a capital contribution to the Partnership of $1,000 less applicable selling
commission discounts and may not be sold, transferred or assigned without the
consent of Equus Capital Corporation, a Delaware corporation (the "Managing
Partner"), which consent may not be unreasonably withheld.
The Partnership seeks to achieve current income and capital appreciation
principally by making investments in "mezzanine" securities, consisting
primarily of subordinated debt or preferred stock combined with equity
participations in common stock or rights to acquire common stock, and
subsequently disposing of such investments ("Enhanced Yield Investments"). The
Partnership has elected to be treated as a business development company under
the Investment Company Act of 1940, as amended. The Partnership was scheduled to
terminate by December 31, 1999, subject to the right of the Independent General
Partners (as defined below) to extend the term for up to four additional years
if they determine that such extension is in the best interest of the
Partnership. The agreement has been extended through December 31, 2002. The
Partnership has only two remaining investments, and is planning to dispose of
such investments and distribute the proceeds from such dispositions before the
end of 2003. The Partnership will be dissolved after the disposition of the two
remaining investments. The Managing Partner is wholly owned by Equus Capital
Management Corporation.
(2) Management
The Partnership has three general partners, consisting of the Managing
Partner and two independent, individual general partners (the "Independent
General Partners"). As compensation for services rendered to the Partnership,
each Independent General Partner receives a fee of $750 for each meeting of the
Independent General Partners attended and reimbursement of all out-of-pocket
expenses relating to attendance at such meetings. Until the year 2002, each
Independent General Partner received an annual fee of $13,500. This fee was
discontinued in 2002. Pursuant to the Partnership agreement, the Managing
Partner has made a general partner's capital contribution to the Partnership of
$125,316, or approximately one percent of the Partnership's contributed capital.
The Partnership has entered into a management agreement with Equus Capital
Management Corporation, a Delaware corporation (the "Management Company").
Pursuant to such agreement, the Management Company performs certain management
and administrative services necessary for the operation of the Partnership. The
Management Company receives a management fee at an annual rate equal to 2.5% of
the available capital and is payable quarterly in arrears. Since Available
Capital, as calculated, was depleted in the third quarter of 2001, no additional
management fees are payable. In addition, the Management Company was entitled to
receive an incentive fee equal to 10% of the Partnership's cumulative
distributions from Enhanced Yield Investments (excluding returns of capital)
over the life of the Partnership, subject to payment of a priority return to the
limited partners. No incentive fees will be paid. The Management Company also
receives compensation for providing certain administrative services to the
Partnership on terms determined by the Independent General Partners as being no
less
10
favorable to the Partnership than those obtainable from competent unaffiliated
parties. The Management Company also has management agreements with Equus II
Incorporated ("EQS"), a Delaware corporation, and with Equus Equity Appreciation
Fund L.P. ("EEAF"), a Delaware limited partnership.
The Managing Partner is a wholly-owned subsidiary of the Management
Company, which in turn is controlled by a privately owned corporation. The
Managing Partner is also the managing general partner of EEAF.
(3) Significant Accounting Policies
Valuation of Investments - Enhanced yield investments are carried at fair
value with the net change in unrealized appreciation or depreciation included in
the determination of partner's capital. Valuations of enhanced yield investments
are performed in accordance with generally accepted accounting principles and
the financial reporting policies of the Securities and Exchange Commission
("SEC"). The applicable methods prescribed by such principles and policies are
described below:
Publicly-traded Enhanced Yield Investments - Investments in companies whose
securities are publicly traded are valued at their quoted market price at the
close of business on the valuation date, less a discount to reflect the
estimated effects of restrictions on the sale of such securities ("Valuation
Discount"), if applicable.
Privately-held Enhanced Yield Investments - The fair value of investments
for which no market exists (including most investments made by the Partnership)
is determined on the basis of procedures established in good faith by the
Managing Partner and approved by the Independent General Partners of the
Partnership. As a general principle, the current "fair value" of an investment
would be the amount the Partnership might reasonably expect to receive for it
upon its current sale. Appraisal valuations are necessarily subjective and the
Managing Partner's estimate of values may differ materially from amounts
actually received upon the disposition of enhanced yield investments.
Generally, cost is the primary factor used to determine fair value until
significant developments affecting the Portfolio Company (such as results of
operations or changes in general market conditions) provide a basis for use of
an appraisal valuation. Thereafter, Enhanced Yield Investments are carried at
appraised values as determined quarterly by the Managing Partner, subject to the
approval of the Independent General Partners. Appraisal valuations are based
upon such factors as a Portfolio Company's earnings, cash flow and net worth,
the market prices for similar securities of comparable companies, an assessment
of the company's current and future financial prospects and various other
factors and assumptions. In the case of unsuccessful operations, the appraisal
may be based upon liquidation value.
Most of the Partnership's common equity investments may be appraised at a
multiple of free cash flow generated by the Portfolio Company in its most recent
fiscal year, less outstanding funded indebtedness and other senior securities
such as preferred stock. Projections of current year free cash flow may be
utilized and adjustments for non-recurring items are considered. Multiples
utilized are estimated based on the Management Company's experience in the
private company marketplace, and are necessarily subjective in nature. Most of
the Portfolio Companies utilize a high degree of leverage. From time to time,
Portfolio Companies are in default of certain covenants in their loan
agreements. In the event a Portfolio Company cannot generate adequate cash flow
to meet the principal and interest payments on such indebtness or is not
successful in refinancing the debt upon its maturity, the Partnership's
investment could be reduced or eliminated through foreclosure on the Portfolio
Company's assets or the Portfolio Company's reorganization or bankruptcy. When
the Managing Partner has a reasonable belief that the
11
Portfolio Company will be able to restructure the loan agreements to adjust for
any defaults, the Portfolio Company's securities continue to be valued assuming
that the company is a going concern. The Partnership may also use, when
available, third-party transactions in a Portfolio Company's securities as the
basis of valuation (the "private market method"). The private market method will
be used only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
The fair values of debt securities, which are generally held to maturity,
are determined on the basis of the terms of the debt securities and the
financial conditions of the issuer. Certificates of deposit purchased by the
Partnership generally will be valued at their face value, plus interest accrued
to the date of valuation.
Investment Transactions - Investment transactions are recorded on the
accrual method. Realized gains and losses on investments sold are computed on a
specific identification basis.
Income Taxes - No provision for income taxes has been made since all income
and losses are allocable to the partners for inclusion in their respective tax
returns. Profits and Losses for tax purposes are determined and allocated as of
the end of each calendar quarter. Profits and Losses are allocated first to
reflect such cash distributions made or scheduled to be made (other than as to
distributions of capital), and thereafter in a manner designed to reflect cash
distributions projected to be made.
Cash Flows - For purposes of the Statements of Cash Flows, the Partnership
considers all highly liquid temporary cash investments purchased with an
original maturity of three months or less to be cash equivalents.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires the use of certain
estimates and assumptions by management in determining the reported amounts of
assets and liabilities, disclosure of contingent liabilities as of the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Because uncertainties with respect to such
estimates and assumptions are inherent in the preparation of financial
statements, actual results could differ from these estimates.
(4) Allocations and Distributions
The Partnership's cumulative net distributions from Enhanced Yield
Investments in excess of returns of capital will be shared in proportion to the
partners' capital contributions until the limited partners have received a
priority return, and thereafter are designed so that such distributions
generally will ultimately be shared 80% by the general and limited partners in
proportion to their capital contributions, 10% by the Managing Partner as an
incentive distribution and 10% by the Management Company as an incentive fee.
The priority return of $3,299,077 at September 30, 2002 is equal to the
cumulative, non-compounded return on the average daily amount of the gross
capital contributions represented by Enhanced Yield Investments ranging from 10
to 12% per annum, depending on the date of the original contribution, less
amounts previously distributed related to such return. For financial reporting
purposes, net unrealized appreciation or depreciation is allocated to the
partners' capital accounts as if it were realized. Based on current valuations
of Enhanced Yield Investments, the Management Company will not receive any
incentive fee upon the sale of the Partnership's investments.
Income from any source other than Enhanced Yield Investments is generally
allocated to the partners in proportion to the partners' capital contributions.
Indirect expenses of the Partnership are allocated between Enhanced Yield
Investments and Temporary Cash Investments on a pro-rata basis based
12
on the average assets from each type of investment.
Subject to certain provisions in the Partnership agreement, net investment
income and gains and losses on investments are generally allocated between the
general partners and the limited partners on the same basis as cash
distributions.
(5) Temporary Cash Investments
Temporary cash investments, which represent the short-term utilization of
cash prior to investment in Enhanced Yield Investments, distributions to the
partners or payment of expenses, consisted of money market accounts earning
interest from a range of 1.28% to 1.38%, at September 30, 2002.
(6) Enhanced Yield Investments
The Partnership made no new investments during the nine months ended
September 30, 2002 and 2001, respectively. During the nine months ended
September 30, 2001, the Partnership received note payments in the amount of
$26,800 and management fees in the amount of $37,500 from Artegraft, Inc. in the
form of a 9% demand note. During 2002, the Partnership received a liquidating
dividend from MaxTech Holdings, Inc. in the amount of $705,671.
During the nine months ended September 30, 2001, the Partnership realized a
net capital gain of $833,595. In 1993, the Partnership wrote off its investment
in Tennis Cards, Inc. and foreclosed on its collateral which consisted of an
inventory of tennis trading cards. On February 22, 2001, the Partnership sold
the entire inventory of tennis trading cards for net proceeds of $49,500. In
addition, the Partnership wrote off its entire investment in Paracelsus
Healthcare Corporation ("Paracelsus"), which went through bankruptcy, realizing
a capital loss of $1,181,124. Also, the Partnership received proceeds from the
redemption of its preferred stock and received a partial payment pursuant to a
plan of liquidation on its common stock of MaxTech Holdings, Inc. ("MaxTech"),
realizing a capital gain of $1,965,219. MaxTech sold all of its business
operations and is attempting to sell its remaining assets, which primarily
consists of real estate. The Partnership expects to receive additional
liquidating payments from MaxTech in the future.
(7) Unrealized Appreciation on Enhanced Yield Investments
Unrealized appreciation of Enhanced Yield Investments decreased by $600,000
during the nine months ended September 30, 2002. Such decrease resulted from the
decrease in estimated fair value of one Enhance Yield Investment, which was
offset by net investment income recorded as a dividend on such investment.
Unrealized appreciation of Enhanced Yield Investments decreased by $425,691
during the nine months ended September 30, 2001. Such decrease resulted from the
decrease in the estimated fair value of one Enhanced Yield Investments.
(8) Subsequent Events
On November 7, 2002, the Independent Partners approved a distribution of
$70 per Unit to be paid by December 31, 2002.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Significant Accounting Policies
Valuation of Investments - Enhanced yield investments are carried at fair
value with the net change in unrealized appreciation or depreciation included in
the determination of partner's capital. Valuations of enhanced yield investments
are performed in accordance with generally accepted accounting principles and
the financial reporting policies of the Securities and Exchange Commission
("SEC"). The applicable methods prescribed by such principles and policies are
described below:
Publicly-traded Enhanced Yield Investments - Investments in companies whose
securities are publicly traded are valued at their quoted market price at the
close of business on the valuation date, less a discount to reflect the
estimated effects of restrictions on the sale of such securities ("Valuation
Discount"), if applicable.
Privately-held Enhanced Yield Investments - The fair value of investments
for which no market exists (including most investments made by the Partnership)
is determined by the Managing Partner on the basis of procedures established in
good faith by the Managing Partner and approved by the Independent General
Partners of the Partnership. As a general principle, the current "fair value" of
an investment would be the amount the Partnership might reasonably expect to
receive for it upon its current sale. Appraisal valuations are necessarily
subjective and the Managing Partner's estimate of values may differ materially
from amounts actually received upon the disposition of enhanced yield
investments.
Generally, cost is the primary factor used to determine fair value until
significant developments affecting the Portfolio Company (such as results of
operations or changes in general market conditions) provide a basis for use of
an appraisal valuation. Thereafter, Enhanced Yield Investments are carried at
appraised values as determined quarterly by the Managing Partner, subject to the
approval of the Independent General Partners. Appraisal valuations are based
upon such factors as a Portfolio Company's earnings, cash flow and net worth,
the market prices for similar securities of comparable companies, an assessment
of the company's current and future financial prospects and various other
factors and assumptions. In the case of unsuccessful operations, the appraisal
may be based upon liquidation value.
Most of the Partnership's common equity investments may be appraised at a
multiple of free cash flow generated by the Portfolio Company in its most recent
fiscal year, less outstanding funded indebtedness and other senior securities
such as preferred stock. Projections of current year free cash flow may be
utilized and adjustments for non-recurring items are considered. Multiples
utilized are estimated based on the Management Company's experience in the
private company marketplace, and are necessarily subjective in nature. Most of
the Portfolio Companies utilize a high degree of leverage. From time to time,
Portfolio Companies are in default of certain covenants in their loan
agreements. In the event a Portfolio Company cannot generate adequate cash flow
to meet the principal and interest payments on such indebtness or is not
successful in refinancing the debt upon its maturity, the Partnership's
investment could be reduced or eliminated through foreclosure on the Portfolio
Company's assets or the Portfolio Company's reorganization or bankruptcy. When
the Managing Partner has a reasonable belief that the Portfolio Company will be
able to restructure the loan agreements to adjust for any defaults, the
Portfolio Company's securities continue to be valued assuming that the company
is a going concern. The Partnership may also use, when available, third-party
transactions in a Portfolio Company's securities as the basis of valuation (the
"private market method"). The private market method will be used only with
respect to completed transactions or firm offers made by sophisticated,
independent investors.
14
The fair values of debt securities, which are generally held to maturity,
are determined on the basis of the terms of the debt securities and the
financial conditions of the issuer. Certificates of deposit purchased by the
Fund generally will be valued at their face value, plus interest accrued to the
date of valuation.
Investment Transactions - Investment transactions are recorded on the
accrual method. Realized gains and losses on investments sold are computed on a
specific identification basis.
Income Taxes - No provision for income taxes has been made since all income
and losses are allocable to the partners for inclusion in their respective tax
returns. Profits and Losses for tax purposes are determined and allocated as of
the end of each calendar quarter. Profits and Losses are allocated first to
reflect such cash distributions made or scheduled to be made (other than as to
distributions of capital), and thereafter in a manner designed to reflect cash
distributions projected to be made.
Cash Flows - For purposes of the Statements of Cash Flows, the Partnership
considers all highly liquid temporary cash investments purchased with an
original maturity of three months or less to be cash equivalents.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires the use of certain
estimates and assumptions by management in determining the reported amounts of
assets and liabilities, disclosure of contingent liabilities as of the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Because uncertainties with respect to such
estimates and assumptions are inherent in the preparation of financial
statements, actual results could differ from these estimates.
Liquidity and Capital Resources
The Partnership's total contributed capital was $12,435,691, consisting of
$12,307,375 (net of $2,625 in selling commission discounts on sales to
affiliates) for 12,310 units of limited partners' interests ("Units") from 1,428
limited partners, $125,316 from the Managing Partner and $3,000 from the
Independent General Partners. Net proceeds to the Partnership, after payment of
selling commissions and wholesale marketing assistance fees of $1,228,375 and
payment of $615,500 as reimbursement of offering costs, were $10,591,816.
At September 30, 2002, the Partnership had $970,378 (at cost) invested in
Enhanced Yield Investments of two companies, which have an estimated fair value
of $500,000 at such date.
At September 30, 2002, the Partnership had $1,106,649 in cash and temporary
cash investments. In order to allow Follow-on Investments in Enhanced Yield
Investments when such opportunities arise, the Partnership may utilize proceeds
from existing Enhanced Yield Investments. Management believes that temporary
cash investments and proceeds from existing Enhanced Yield Investments provide
the Partnership with the liquidity necessary to pay operating expenses of the
Partnership as well as make certain Follow-on Investments.
Net investment income and the proceeds from the sale of Enhanced Yield
Investments are distributed to the extent such amounts are not reserved for
payment of expenses and contingencies or used to make Follow-on Investments in
existing Enhanced Yield Investments.
15
Results of Operations
Investment Income and Expenses
Net investment income after all expenses amounted to $630,618 and
$1,500,532 for the nine months ended September 30, 2002 and 2001, respectively.
The Partnership earned $705,671 and $1,521,128 in income from Enhanced Yield
Investments during the nine months ended September 30, 2002 and 2001,
respectively. The decrease in 2002 was due to a smaller liquidating dividend
received from MaxTech Holdings, Inc. offset by the reversal of accrued interest
receivable of $53,648 from Artegraft, Inc.
The Management Company receives a management fee equal to 2.5% of the
Available Capital. Available Capital is the amount of net offering proceeds from
the sale of Units reduced by capital distributed to its holders of the Units and
realized losses from the Partnership's investments. Such fee amounted to $1,586
for the nine months ended September 30, 2001. Due to the depletion of Available
Capital in the third quarter of 2001, no management fee was received for the
nine months ended September 30, 2002. Based on the level of Available Capital at
September 30, 2002, the Management Company will receive no additional management
fees from the Partnership. The Management Company was also to be allocated an
incentive fee equal to 10% of the Partnership's cumulative distributions from
Enhanced Yield Investments (excluding returns of capital) over the life of the
Partnership, subject to payment of a priority return to the limited partners.
Based on current valuations of Enhanced Yield Investments, the Management
Company will not receive any incentive fee upon the sale of the Partnership's
investments.
Realized Gain or Loss on Enhanced Yield Investments
During the nine months ended September 30, 2002, the Partnership did not
realize a gain or loss.
During the nine months ended September 30, 2001, the Partnership realized a
net capital gain of $833,595. In 1993, the Partnership wrote off its investment
in Tennis Cards, Inc. and foreclosed on its collateral which consisted of an
inventory of tennis trading cards. On February 22, 2001, the Partnership sold
the entire inventory of tennis trading cards for net proceeds of $49,500. In
addition, the Partnership wrote off its entire investment in Paracelsus
Healthcare Corporation, which went through bankruptcy, realizing a capital loss
of $1,181,124. Also, the Partnership received proceeds from the redemption of
its preferred stock and received a partial payment pursuant to a plan of
liquidation on its common stock of MaxTech Holdings, Inc. ("MaxTech"), realizing
a capital gain of $1,965,219. MaxTech sold all of its business operations and is
attempting to sell its remaining assets, which primarily consists of real
estate. The Partnership expects to receive additional liquidating payments from
MaxTech in the future.
Unrealized Gains and Losses on Enhanced Yield Investments
Unrealized appreciation of Enhanced Yield Investments decreased by $600,000
during the nine months ended September 30, 2002. Such decrease resulted from the
decrease in estimated fair value of one Enhanced Yield Investment, which was
offset by net investment income recorded as a dividend on such investment.
Unrealized appreciation of Enhanced Yield Investments decreased by $425,691
during the nine months ended September 30, 2001. Such decrease resulted from the
decrease in the estimated fair value of Enhanced Yield Investments in one
company and the transfer of net unrealized appreciation to net realized gain
from the write-off and partial sale of two Enhanced Yield Investment.
16
Distributions
During the nine months ended September 30, 2002, the Partnership made no
cash distributions. During the nine months ended September 30, 2001, the
Partnership made a cash distribution of $4,616,250 or $375 per Unit. Cumulative
cash distributions to limited partners from inception to September 30, 2002,
were $12,567,797 or $1,025.53 per weighted average number of Units outstanding.
Enhanced Yield Investments
The Partnership made no new investments during the nine months ended
September 30, 2002 and 2001, respectively.
During the nine months ended September 30, 2001, the Partnership received
note payments in the amount of $26,800 and management fees in the amount of
$37,500 from Artegraft, Inc. in the form of a 9% demand note.
Both of the companies in which the Partnership has investments at September
30, 2002 are privately held. They each have a small number of shareholders and
do not generally make financial information available to the public. However,
each company's operations and financial information are reviewed by the General
Partners to determine the proper valuation of the Partnership's investment.
Subsequent Events
On November 7, 2002, the Independent Partners approved a distribution of
$70 per Unit to be paid by December 31, 2002.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Partnership is subject to financial market risks, including changes in
interest rates with respect to its investments in debt securities, as well as
changes in marketable equity security prices. The Partnership does not use
derivative financial instruments to mitigate any of these risks. The return on
the Partnership's investments is generally not affected by foreign currency
fluctuations.
The Partnership's investment in portfolio securities consists of some fixed
rate debt securities. Since the debt securities are generally priced at a fixed
rate, changes in interest rates do not directly impact interest income. In
addition, changes in market interest rates are not typically a significant
factor in the Partnership's determination of fair value of these debt
securities. The Partnership's debt securities are generally held to maturity and
their fair values are determined on the basis of the terms of the debt security
and the financial condition of the issuer. In addition, there were no
significant changes to the factors that affect market risk from 2001 to the
third quarter of 2002.
The Partnership's investment portfolio consists of debt and equity
investments in private companies. The Partnership would anticipate no impact on
these investments from modest changes in public market equity prices. However,
should significant changes in market equity 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 gains realized on these investments.
17
Part II. Other Information
Item 4. Controls and Procedures
The Partnership maintains disclosure controls and other procedures that are
designed to ensure that information required to be disclosed by the Partnership
in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Managing Partner's management, including its Chairman and Chief Executive
Officer and President and Principal Financial and Accounting Officer, as
appropriate, to allow timely decisions regarding required disclosure.
The Managing Partner's Chairman and Chief Executive Officer and President
and Principal Financial and Accounting Officer have reviewed and evaluated the
effectiveness of the Fund's disclosure controls and procedures within 90 days
prior to the date of this report. Based on their review and evaluation, the
Managing Partner's Chairman and Chief Executive Officer and President and
Principal Financial and Accounting Officer concluded that the Partnership's
disclosure controls and procedures were effective in ensuring that information
relating to the Partnership was made known to them by others within the
Partnership in a timely manner, particularly during the period in which this
Quarterly Report on Form 10-Q was being prepared, and that no changes are
required at this time.
There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect the Partnership's
internal controls subsequent to the date the Partnership completed its
evaluation.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification by the Chief Executive Officer
99.2 Certification by the President and Principal Financial and
Accounting Officer
(b) Reports on Form 8-K filed subsequent to quarter ended June 30, 2002.
November 11, 2002 Our current report on Form 8-K terminating Arthur
Andersen LLP's as accountants for the fiscal year 2002
and appointing PricewaterhouseCoopers LLP's
accountants for the fiscal year 2002.
18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 2002 EQUUS CAPITAL PARTNERS, L.P.
By: Equus Capital Corporation
Managing General Partner
/s/ Nolan Lehmann
-----------------------------------
Nolan Lehmann
President and Principal Financial
and Accounting Officer
19
EXHIBIT A
Form of Quarterly Certification Required
by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
I, Sam P. Douglass, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equus Capital
Partners, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officer 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 we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
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 quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions and about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls, which could adversely affect the registrant'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
1
6. The registrant's other certifying officer and I have indicated in this
quarterly 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.
Date: November 14, 2002
---------------------------------
/s/ Sam P. Douglass
----------------------------------------
Sam P. Douglass
Chairman
Chief Executive Officer
of Equus Capital Corporation
Managing General Partner
2
EXHIBIT A
Form of Quarterly Certification Required
by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
I, Nolan Lehmann, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equus Capital
Partners, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officer 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 we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
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 quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions and about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls, which could adversely affect the registrant'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
3
6. The registrant's other certifying officer and I have indicated in this
quarterly 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.
Date: November 14, 2002
----------------------
/s/ Nolan Lehmann
----------------------------------------
Nolan Lehmann
President
Principal Financial and Accounting Officer
of Equus Capital Corporation
Managing General Partner
4