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 December 31, 2001
--------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission file number 0-24412
MACC Private Equities Inc.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 42-1421406
----------------------------------------------- --------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
101 Second Street SE, Suite 800, Cedar Rapids, Iowa 52401
-----------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(319) 363-8249
------------------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Please 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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
At January 31, 2002, the registrant had issued and outstanding
2,329,255 shares of common stock.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Condensed Consolidated Balance
Sheets at December 31, 2001
and September 30, 2001..................................... 3
Condensed Consolidated Statements of
Operations for the three months ended
December 31, 2001 and December 31, 2000.................... 4
Condensed Consolidated Statements of
Cash Flows for the three months ended
December 31, 2001 and December 31, 2000.................... 5
Notes to Condensed Consolidated
Financial Statements....................................... 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results Of Operations........... 7
Item 3. Quantitative and Qualitative
Disclosure About Market Risk............................... 11
Part II. OTHER INFORMATION................................................ 12
Item 6. Exhibits and Reports on Form 8-K........................... 12
Signatures................................................. 13
2
PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
December 31, September 30,
2001 2001
------------ -------------
Assets
Loans and investments in portfolio securities, at market or fair value:
Unaffiliated companies (cost of $17,292,684 and $17,375,283) $ 15,777,325 16,669,258
Affiliated companies (cost of $20,237,472 and $22,002,764) 18,238,870 17,680,575
Controlled companies (cost of $4,974,251 and $3,005,000) 5,592,251 3,623,000
Cash and money market accounts 1,602,221 795,594
Certificates of deposit 800,626 686,859
Other assets, net 2,049,835 1,940,672
------------ ----------
Total assets $ 44,061,128 41,395,958
============ ==========
Liabilities and net assets
Liabilities:
Debentures payable, net of discount $ 23,974,099 20,972,463
Incentive fees payable 124,539 100,625
Accrued interest 498,954 119,662
Accounts payable and other liabilities 49,455 160,237
------------ ----------
Total liabilities 24,647,047 21,352,987
------------ ----------
Net assets:
Common stock, $.01 par value per share;
authorized 4,000,000 shares;
issued and outstanding 2,329,255 shares 23,293 23,293
Additional paid-in-capital 21,978,599 24,327,176
Unrealized depreciation on investments (2,587,811) (4,307,498)
------------ ----------
Total net assets 19,414,081 20,042,971
------------ ----------
Total liabilities and net assets $ 44,061,128 41,395,958
============ ==========
Net assets per share $ 8.33 8.60
============ ==========
See accompanying notes to unaudited condensed consolidated financial statements.
3
MACC PRIVATE EQUITIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three For the three
months ended months ended
December 31, December 31,
2001 2000
------------- -------------
Investment income:
Interest
Unaffiliated companies $ 218,505 238,560
Affiliated companies 213,530 214,507
Controlled companies 73,093 80,970
Other 18,709 67,830
Dividends
Unaffiliated companies 55,256 84,012
Affiliated companies 80,575 117,686
Processing fees 29,260 3,864
Other 17,432 1,000
----------- -----------
Total income 706,360 808,429
----------- -----------
Operating expenses:
Interest 449,224 444,703
Management fees 268,951 266,143
Professional fees 42,409 25,105
Other 78,903 62,357
----------- -----------
Total operating expenses 839,487 798,308
----------- -----------
Investment (expense) income, net (133,127) 10,121
----------- -----------
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments
Unaffiliated companies 23,953 1,427,435
Affiliated companies (2,239,403) ---
Net change in unrealized appreciation/
depreciation on investments 1,719,687 (3,416,178)
----------- -----------
Net loss on investments (495,763) (1,988,743)
----------- -----------
Net change in net assets
from operations $ (628,890) (1,978,622)
=========== ===========
See accompanying notes to unaudited condensed consolidated financial statements.
4
MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three For the three
months ended months ended
December 31, December 31,
2001 2000
------------- -------------
Cash flows from operating activities:
Decrease in net assets from operations $ (628,890) (1,978,622)
----------- ----------
Adjustments to reconcile decrease in net assets from operations to net cash
provided by operating activities:
Net realized and unrealized loss on investments 495,763 1,988,743
Change in accrued interest, incentive fees payable,
accounts payable and other liabilities 268,511 84,927
Other 98,795 (52,634)
----------- ----------
Total adjustments 863,069 2,021,036
----------- ----------
Net cash provided by operating activities 234,179 42,414
----------- ----------
Cash flows from investing activities:
Proceeds from disposition of and payments on
loans and investments in portfolio securities 130,466 894,601
Purchases of loans and investments in
portfolio securities (2,369,251) (539,926)
Purchases of short-term investments (113,767) --
----------- ----------
Net cash (used in) provided by investing activities (2,352,552) 354,675
----------- ----------
Cash flows from financing activities:
Proceeds from debt issuance, net of commitment fees 2,925,000 --
----------- ----------
Net cash provided by financing activities 2,925,000 --
----------- ----------
Net increase in cash and cash equivalents 806,627 397,089
Cash and cash equivalents at beginning of period 795,594 4,167,187
----------- ----------
Cash and cash equivalents at end of period $ 1,602,221 4,564,276
=========== =========
Supplemental disclosure of cash flow information -
Cash paid during the period for interest $ 37,853 296,887
=========== =========
Supplemental disclosure of noncash investing and financing
information -
Debt issuance costs financed with debentures payable $ 75,000 --
Assets received in exchange of securities 84,709 1,887,179
=========== =========
See accompanying notes to unaudited condensed consolidated financial statements.
5
MACC PRIVATE EQUITIES INC.
Notes to Unaudited Condensed Consolidated Financial Statements
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of MACC Private Equities Inc. (Equities) and its
wholly-owned subsidiary MorAmerica Capital Corporation (MACC) which have been
prepared in accordance with accounting principles generally accepted in the
United States of America for investment companies. All material intercompany
accounts and transactions have been eliminated in consolidation.
The financial statements included herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and instructions to Form 10-Q and
Article 6 of Regulation S-X. The financial statements should be read in
conjunction with the consolidated financial statements and notes thereto of MACC
Private Equities Inc. and its Subsidiary as of and for the year ended September
30, 2001. The information reflects all adjustments consisting of normal
recurring adjustments which are, in the opinion of management, necessary for a
fair presentation of the results of operations for the interim periods. The
results of the interim period reported are not necessarily indicative of results
to be expected for the year. The balance sheet information as of September 30,
2001 has been derived from the audited balance sheet as of that date.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "1995
Act"). Such statements are made in good faith by MACC pursuant to the
safe-harbor provisions of the 1995 Act, and are identified as including terms
such as "may," "will," "should," "expects," "anticipates," "estimates," "plans,"
or similar language. In connection with these safe-harbor provisions, MACC has
identified in its Annual Report to Shareholders for the fiscal year ended
September 30, 2001, important factors that could cause actual results to differ
materially from those contained in any forward-looking statement made by or on
behalf of MACC, including, without limitation, the high risk nature of MACC's
portfolio investments, any failure to achieve annual investment level
objectives, changes in prevailing market interest rates, and contractions in the
markets for corporate acquisitions and initial public offerings. MACC further
cautions that such factors are not exhaustive or exclusive. MACC does not
undertake to update any forward-looking statement which may be made from time to
time by or on behalf of MACC.
RESULTS OF OPERATIONS
Three Months Ended December 31, 2001, Compared to Three Months Ended
December 31, 2000
MACC's investment income includes income from interest, dividends and
fees. Net investment income/expense represents total investment income minus
operating and interest expenses, net of applicable income taxes. The main
objective of portfolio company investments is to achieve capital appreciation
and realized gains in the portfolio. These are not included in net investment
income/expense. However, another one of MACC's on-going goals is to achieve net
investment income and increased earnings stability. In this regard, a
significant proportion of new portfolio investments are structured so as to
provide a current yield through interest or dividends. MACC also earns interest
on short-term investments of cash.
During the current year first quarter total investment income of
$706,360 was approximately 13% lower than total investment income of $808,429
for the prior year first quarter. In the current year first quarter as compared
to the prior year first quarter, interest income decreased $78,030, dividend
income decreased $65,867, processing fees increased $25,396 and other income
increased $16,432. The decrease in interest income is due to an increase in the
number of investments which are on non-accrual of interest status, the decreased
cash on hand held in interest earning investments and the lower interest rate
earned on these investments. The receipt of dividend income is based primarily
on the performance of the limited liability companies in MACC's portfolio and
the timing of when these companies make distributions. In the current year first
quarter dividends were received on four portfolio companies as compared to
dividends received on six portfolio companies in the prior year first quarter.
Processing fees increased due to one new portfolio company investment made in
the current year first quarter in which MACC received processing fees at the
closing compared to only one small follow-on portfolio investment in the prior
year first quarter in which MACC received a processing fee at closing. The
increase in other income is due to the receipt of advisory fees from one
portfolio company and the reimbursement of legal fees expensed in the prior
fiscal year.
7
Total operating expenses for the first quarter of the current year
total $839,487, an increase of approximately 5% as compared to total operating
expenses for the prior year first quarter of $798,308. Interest expense
increased to $449,224 due to additional borrowings of SBA-guaranteed debentures.
Management fees increased to $268,951 in the current year first quarter as
compared $266,143 in the prior year first quarter. Professional fees increased
to $42,409 in the current year first quarter from $25,105 in the prior year
first quarter. Other expenses increased to $78,903 from $62,357 in the current
year first quarter as compared to the prior year first quarter mainly due to
increased administrative expenses.
For the current year first quarter, MACC recorded a net investment
expense of $133,127 as compared to net investment income of $10,121 during the
prior year first quarter.
During the current year first quarter, MACC recorded net realized loss
on investments of $2,215,450 as compared with net realized gain on investments
of $1,427,435 during the prior year first quarter. The net realized loss is the
net result of $34,550 of gains from two portfolio companies and a write-off of
$2,250,000 from one portfolio company of which $2,249,999 was previously
recorded as unrealized depreciation. MACC has several portfolio investment
companies that are seeking to sell or buyout MACC's position, however, it is
uncertain at this time whether any of these dispositions will occur or the
prices at which such transactions may occur. Management does not attempt to
maintain a comparable level of realized gains from year to year or quarter to
quarter but instead attempts to maximize total investment portfolio appreciation
through realizing gains in the disposition of securities and investing in new
portfolio investments.
MACC recorded net change in unrealized appreciation/depreciation on
investments of $1,719,687 during the current year first quarter, as compared to
($3,416,178) during the prior year period. The net change in unrealized
appreciation/depreciation on investments of $1,719,687 is the net effect of
increases in fair value of five portfolio companies totaling $547,630, decreases
in fair value of three portfolio companies totaling $1,077,942 and the reversal
of $2,249,999 of depreciation on the write-off of the investment in one
portfolio company referenced above.
Net change in unrealized appreciation/depreciation on investments
represents the change for the period in the unrealized appreciation on MACC's
total investment portfolio net of unrealized depreciation on MACC's total
investment portfolio. Generally, when MACC increases the fair value of a
portfolio investment above its cost, the unrealized appreciation item for the
portfolio as a whole increases, and when MACC decreases the fair value of a
portfolio investment below its cost, the unrealized depreciation item for the
portfolio as a whole increases. When MACC sells an appreciated portfolio
investment for a gain, unrealized appreciation for the portfolio as a whole
decreases as the gain is realized. Similarly, when MACC sells a depreciated
portfolio investment for a loss, unrealized depreciation for the portfolio as a
whole decreases as the loss is realized.
MACC experienced a decrease of $628,890 in net assets during the first
quarter of fiscal year 2002, the resulting net asset value per share was $8.33
as of December 31, 2001, as compared to $8.60 as of September 30, 2001. During
the first quarter of the current year, MACC's operating results were adversely
affected by challenging economic conditions. These economic factors have
adversely impacted the operating performance and financial condition of a number
of companies in MACC's investment portfolio. For example, several
8
of MACC's portfolio companies are in the aerospace and travel industries, both
of which have been adversely affected following the events of September 11. In
addition, management believes that current economic conditions, coupled with
market uncertainty regarding hostilities involving the United States, have
resulted in a contraction in the availability of capital generally, and from
senior lenders in particular. The contraction in the availability of senior
credit was a primary factor involving one portfolio investment that experienced
a decrease in fair value during the first quarter of fiscal year 2002. These
challenging economic conditions have resulted in fewer projected liquidity
events for MACC's investment portfolio during fiscal year 2002, and potentially
lower prices generally on those liquidity events that are projected to occur
during fiscal year 2002.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
To date, MACC has relied upon several sources to fund its investment
activities, including MACC's cash equivalents and cash, and the Small Business
Investment Company ("SBIC") capital program operated by the Small Business
Administration (the "SBA").
MACC, through its wholly-owned subsidiary, MorAmerica Capital, from
time to time may seek to procure additional capital through the SBIC capital
program to provide a portion of its future investment capital requirements. At
present, it appears that there is availability of capital for the next five
years through the SBIC capital program.
As of December 31, 2001, MACC's cash totaled $1,602,221. MACC has a
commitment for an additional $7,455,000 in SBA guaranteed debentures, which
expires September 30, 2005. MACC believes that its existing cash, together with
a $7,455,000 SBA commitment which expires September 30, 2005, additional
commitments anticipated through the SBIC capital program and other anticipated
cash flows, will provide adequate funds for MACC's anticipated cash requirements
during the current fiscal year, including portfolio investment activities,
interest payments on outstanding debentures payable and administrative expenses.
MACC's investment objective has been revised to invest $8,500,000 in new and
follow-on investments during the current fiscal year.
Liquidity for the next several years will be impacted by principal
payments on MACC's debentures payable. Debentures payable are composed of
$23,985,000 in principal amount of SBA-guaranteed debentures issued by MACC's
subsidiary, MorAmerica Capital, which mature as follows: $2,150,000 in 2003,
$1,000,000 in 2007, $2,500,000 in 2009, $9,000,000 in 2010, $6,335,000 in 2011,
and $3,000,000 in 2012. It is anticipated MorAmerica Capital will be able to
roll over these debenture with new ten year debentures when they mature. As
indicated above, the total amount of MorAmerica Capital's commitment from the
SBA is $7,455,000.
During the current year first quarter, MACC adopted a stock repurchase
program to repurchase up to $100,000 of common stock on the open market,
depending on market conditions and other factors. The stock repurchase program
will run through April 15, 2002, unless extended. To date, MACC has not
repurchased any shares of stock due to the lack of consistent trading activity.
9
MACC anticipates that it will rely primarily on the SBIC capital
program and its cash flows from operations to fund its investment activities
during fiscal year 2002. Although management believes these sources will provide
sufficient funds for MACC to meet its revised fiscal 2002 investment level
objective and other anticipated cash requirements, there can be no assurances
that the SBIC capital program will continue to be available to MACC or that
MACC's cash flows from operations will be as projected. If MACC's liquidity is
materially adversely affected by any of these factors, MACC may be required to
further reduce its investment level objectives for fiscal year 2002, which could
adversely affect its cash flows from operations and ability to realize gains in
future periods. Currently MACC has a $7,455,000 SBA commitment and plans to draw
$3,000,000 of this commitment in 2002 to fund investment activities.
PORTFOLIO ACTIVITY
During the three months ended December 31, 2001, MACC invested
$2,369,251 in three portfolio companies, consisting of $1,463,000 invested in
one new portfolio company and $906,251 invested in follow-on investments in two
existing portfolio companies. MACC frequently co-invests with other funds
managed by MACC's investment advisor and with funds affiliated with MACC's
largest shareholder, Zions First National Bank. When it makes any co-investment
with these related funds, MACC follows certain procedures consistent with orders
of the Securities and Exchange Commission for related party co-investments to
reduce or eliminate conflict of interest issues. Of the $2,369,251 invested
during the three months ended December 31, 2001, $2,369,251 represented
co-investments with funds managed by MACC's investment advisor and $400,000
represented co-investments with funds affiliated with Zions First National Bank.
MACC's revised investment level objectives for fiscal year 2002 call for total
new and follow-on investments of $8,500,000. The timing of new and follow-on
portfolio investments is somewhat uncertain and given current economic
conditions, MACC may not meet its investment level objectives for the current
fiscal year. However, management views investment level objectives for any given
year as secondary in importance to MACC's overriding concern of investing in
only those portfolio companies which satisfy MACC's investment criteria.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of MACC's outstanding common stock is
determined quarterly, as soon as practicable after and as of the end of each
calendar quarter, by dividing the value of total assets minus total liabilities
by the total number of shares outstanding at the date as of which the
determination is made.
In calculating the value of total assets, securities that are traded in
the over-the-counter market or on a stock exchange are valued in accordance with
the current valuation policies of the Small Business Administration ("SBA").
Under SBA regulations, publicly traded equity securities are valued by taking
the average of the close (or bid price in the case of over-the-counter equity
securities) for the valuation date and the preceding two days. This policy
differs from the Securities and Exchange Commission's guidelines which utilize
only a one day price measurement. MACC's use of SBA valuation procedures on
three publicly traded portfolio companies did not result in a material variance
of December 31, 2001, from valuations using the Securities and Exchange
Commission's guidelines.
10
All other investments are valued at fair value as determined in good
faith by the Board of Directors. The Board of Directors has determined that all
other investments will be valued initially at cost, but such valuation will be
subject to quarterly adjustments and on such other periods as are justified by
material portfolio company events if the Board of Directors determines in good
faith that cost no longer represents fair value.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
MACC is exposed to market risk from changes in market prices of
publicly traded equity securities held in the MACC consolidated investment
portfolio. At December 31, 2001, publicly traded equity securities in the MACC
consolidated investment portfolio were recorded at a fair value of $2,316,801.
In accordance with MACC's valuation policies and SBA regulations, the fair value
of publicly traded equity securities is determined based upon the average of the
closing prices (or bid price in the case of over-the-counter equity securities)
for the valuation date and the preceding two days. The publicly traded equity
securities in the MACC consolidated investment portfolio thus have exposure to
price risk, which is estimated as the potential loss in fair value due to a
hypothetical 10% adverse change in quoted market prices, and would amount to a
decrease in the recorded value of such publicly traded equity securities of
approximately $231,680. Actual results may differ.
MACC is also exposed to market risk from changes in market interest
rates that affect the fair value of MorAmerica Capital's debentures payable
determined in accordance with Statement of Financial Accounting Standards No.
107, Disclosures About Fair Value of Financial Instruments. The estimated fair
value of MorAmerica Capital's outstanding debentures payable at December 31,
2001, was $25,016,000, with a cost of $23,985,000. Fair value of MorAmerica
Capital's outstanding debentures payable is calculated by discounting cash flows
through estimated maturity using the borrowing rate currently available to
MorAmerica Capital for debt of similar original maturity. None of MorAmerica
Capital's outstanding debentures payable are publicly traded. Market risk is
estimated as the potential increase in fair value resulting from a hypothetical
0.5% decrease in interest rates. Actual results may differ.
-----------------------------------------------------
2002
-----------------------------------------------------
Fair Value of Debentures Payable $25,016,000
Amount Above Cost $ 1,031,000
Additional Market Risk $ 601,000
-----------------------------------------------------
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no items to report.
ITEM 2. CHANGES IN SECURITIES
There are no items to report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There are no items to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There are no items to report.
ITEM 5. OTHER INFORMATION
There are no items to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
No exhibits are applicable.
(b) Reports on Form 8-K
MACC filed a current report on Form 8-K on October 24, 2001 disclosing
under Item 5 the adoption of its common stock repurchase program.
12
SIGNATURES
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.
MACC PRIVATE EQUITIES INC.
Date: 2/13/02 By: /s/ David Schroder
--------------------- ----------------------------------
David Schroder, President
Date: 2/13/02 By: /s/ Robert A. Comey
--------------------- ----------------------------------
Robert A. Comey, Treasurer
13