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 June 30, 2002
------------------------------
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 (I.R.S. Employer
of incorporation 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 July 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 June 30, 2002
and September 30, 2001.......................................... 3
Condensed Consolidated Statements of Operations for the three
months ended June 30, 2002, and June 30, 2001, and the nine
months ended June 30, 2002 and June 30, 2001.................... 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended June 30, 2002 and June 30, 2001.................... 5
Notes to Condensed Consolidated Financial Statements............ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results Of Operations....................................... 8
Item 3. Quantitative and Qualitative Disclosure About Market Risk....... 14
PART II. OTHER INFORMATION............................................... 16
Item 1. Legal Proceedings............................................... 16
Item 6. Exhibits and Reports on Form 8-K................................ 16
Signatures...................................................... 17
2
PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, September 30,
2002 2001
------------ ------------
Assets
Loans and investments in portfolio securities, at market or fair value:
Unaffiliated companies (cost of $16,902,728 and $17,375,283) $ 17,492,885 16,669,258
Affiliated companies (cost of $20,169,273 and $22,002,764) 18,979,377 17,680,575
Controlled companies (cost of $5,053,001 and $3,005,000) 5,380,501 3,623,000
Cash and money market accounts 2,662,328 795,594
Certificates of deposit 437,176 686,859
Other assets, net 1,695,194 1,940,672
------------ ----------
Total assets $ 46,647,461 41,395,958
============ ==========
Liabilities and net assets
Liabilities:
Debentures payable, net of discount $ 26,977,369 20,972,463
Incentive fees payable 57,585 100,625
Accrued interest 627,203 119,662
Accounts payable and other liabilities 60,662 160,237
------------ ----------
Total liabilities 27,722,819 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 19,173,588 24,327,176
Unrealized depreciation on investments (272,239) (4,307,498)
------------ ----------
Total net assets 18,924,642 20,042,971
------------ ----------
Total liabilities and net assets $ 46,647,461 41,395,958
============ ==========
Net assets per share $ 8.12 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 For the nine For the nine
months ended months ended months ended months ended
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Investment income:
Interest
Unaffiliated companies $ 208,187 247,159 555,045 734,534
Affiliated companies 233,071 213,291 663,717 623,343
Controlled companies 77,502 80,786 227,707 241,944
Other 22,326 60,511 118,564 188,905
Dividends
Unaffiliated companies 67,032 38,525 185,765 122,538
Affiliated companies 145,364 36,191 284,511 217,411
Controlled companies 7,700 125,532 14,704 236,143
Processing fees 19,213 37,639 78,804 76,554
Other 44,019 40,591 95,340 41,591
----------- ------- ---------- ----------
Total income 824,414 880,225 2,224,157 2,482,963
----------- ------- ---------- ----------
Operating expenses:
Interest 543,913 433,965 1,457,541 1,328,635
Management fees 285,914 266,143 833,637 798,429
Professional fees 96,884 36,188 175,302 91,206
Other 48,203 97,784 256,938 267,894
----------- ------- ---------- ----------
Total operating expenses 974,914 834,080 2,723,418 2,486,164
----------- ------- ---------- ----------
Investment (expense) income,
net before tax expense (150,500) 46,145 (499,261) (3,201)
Income tax expense (60,000) -- (60,000) (70,000)
----------- ------- ---------- ----------
Investment (expense) income, net (210,500) 46,145 (559,261) (73,201)
----------- ------- ---------- ----------
Realized and unrealized gain (loss) on investments:
Net realized (loss) gain on investments
Unaffiliated companies (1,975,242) 6,430 (1,637,839) 4,315,412
Affiliated companies -- -- (2,956,488) (1,225,015)
Net change in unrealized appreciation/
depreciation on investments 2,579,431 (47,991) 4,035,259 (5,539,582)
----------- ------- ---------- ----------
Net gain (loss) on investments before
income tax expense 604,189 (41,561) (559,068) (2,449,185)
Income tax expense -- -- -- (680,000)
----------- ------- ---------- ----------
Net gain (loss) on investments 604,189 (41,561) (559,068) (3,129,185)
----------- ------- ---------- ----------
Net change in net assets
from operations $ 393,689 4,584 (1,118,329) (3,202,386)
=========== ======= ========== ==========
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 nine For the nine
months ended months ended
June 30, June 30,
2002 2001
----------- ------------
Cash flows from operating activities:
Decrease in net assets from operations $(1,118,329) (3,202,386)
----------- ----------
Adjustments to reconcile decrease in net assets from operations to net cash
used in operating activities:
Net realized and unrealized loss on investments 559,068 3,129,185
Net realized gain on other assets (48,837) --
Change in accrued interest, incentive fees payable,
accounts payable and other liabilities 364,926 117,706
Other (10,860) (237,378)
----------- ----------
Total adjustments 864,297 3,009,513
----------- ----------
Net cash used in operating activities (254,032) (192,873)
----------- ----------
Cash flows from investing activities:
Proceeds from disposition of and payments on
loans and investments in portfolio securities 2,903,000 4,578,882
Purchases of loans and investments in
portfolio securities (6,606,183) (5,536,501)
Proceeds from disposition of short-term investments 92,500 740,875
Purchases of short-term investments (118,551) (740,875)
----------- ----------
Net cash used in investing activities (3,729,234) (957,619)
----------- ----------
Cash flows from financing activities:
Proceeds from debt issuance, net of commitment fees 5,850,000 5,689,125
Payments of principal on debt -- (5,690,000)
Payments for fractional shares in connection with stock split -- (9,498)
Payments for commitment fees -- (100,000)
----------- ----------
Net cash provided by (used in) financing activities 5,850,000 (110,373)
----------- ----------
Net increase in cash and cash equivalents 1,866,734 (1,260,865)
Cash and cash equivalents at beginning of period 795,594 4,167,187
----------- ----------
Cash and cash equivalents at end of period $ 2,662,328 2,906,322
=========== =========
Supplemental disclosure of cash flow information -
Cash paid during the period for interest $ 850,434 1,087,905
=========== =========
Supplemental disclosure of noncash investing and financing information -
Debt issuance costs financed with debentures payable $ 150,000 145,875
Assets received in exchange of securities 149,408 2,175,832
=========== =========
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.
(2) Critical Accounting Policy
Investments in securities traded on a national securities exchange (or
reported on the NASDAQ national market) are stated at the average of the bid
price on the three final trading days of the valuation period which is not
material from the bid price on the final day of the period. Restricted and other
securities for which quotations are not readily available are valued at fair
value as determined by the Board of Directors. Among the factors considered in
determining the fair value of investments are the cost of the investment;
developments, including recent financing transactions, since the acquisition of
the investment; and financial condition and operating results of the investee;
the long-term potential of the business of the investee; and other factors
generally pertinent to the valuation of investments. However, because of the
inherent uncertainty of valuation, those estimated values may differ
significantly from the values that would have been used had a ready market for
the securities existed, and the differences could be material.
Realization of the carrying value of investments is subject to future
developments. Investment transactions are recorded on the trade date and
identified cost is used to determine realized gains and losses. Under the
provisions of SOP 90-7, the fair value of loans and investments in portfolio
securities on February 15, 1995, the fresh-start date, is considered the cost
basis for financial statement purposes.
6
(3) Loss Contingency
MACC is a party to arbitration proceedings instituted by TransCore Holdings,
Inc., a company (Buyer) seeking indemnification under a Stock Purchase Agreement
(the Stock Purchase Agreement), pursuant to which MACC and certain other
individuals and institutional investors (collectively, the Sellers) sold their
interest in a former portfolio company investment (Portfolio Company). Under the
Stock Purchase Agreement, the Sellers agreed to indemnify Buyer for breaches of
representations and warranties as to Portfolio Company made by the Sellers.
Buyer claims that accounting irregularities at Portfolio Company resulted in a
breach of the Sellers' representations and warranties. The Sellers have retained
counsel and forensic accountants to defend the Sellers against Buyer's claim for
indemnification. Based on its evaluation of Buyer's claim and discussions with
external legal counsel, Equities believes that it is reasonably possible that a
loss may have been incurred as a result of the indemnification claim, against
which no accrual for loss has been made as of June 30, 2002, but the amount of
the possible loss, and therefore its materiality to the financial statements,
cannot be estimated.
[Remainder of page intentionally left blank]
7
ITEM 2. 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
MACC's investment income includes income from interest, dividends and fees.
Net investment 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 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.
Third Quarter Ended June 30, 2002, Compared to Third Quarter Ended June 30,
2001
For the three months
ended June 30,
---------------------------
2002 2001 Change
--------------------------- ------------
Investment income $ 824,414 880,225 (55,811)
Operating expenses (974,914) (834,080) 140,834
Income taxes (60,000) -- 60,000
----------- ----------- -----------
Investment (expense) income, net (210,500) 46,145 (256,645)
----------- ----------- -----------
Net realized (loss) gain on investments after
income tax expense (1,975,242) 6,430 (1,981,672)
Net increase (decrease) in unrealized appreciation/
depreciation on investments 2,579,431 (47,991) 2,627,422
----------- ----------- -----------
Net gain (loss) on investments after income
tax expense 604,189 (41,561) 645,750
----------- ----------- -----------
Net increase in net asset value $ 393,689 4,584 389,105
=========== =========== ===========
Net asset value:
Beginning of period $ 7.96 9.92
=========== ===========
End of period $ 8.12 9.92
=========== ===========
8
Investment Income
During the current year third quarter total investment income of $824,414
was approximately 6% lower than total investment income of $880,225 for the
prior year third quarter. In the current year third quarter as compared to the
prior year third quarter, interest income decreased $60,661, dividend income
increased $19,848, processing fees decreased $18,426 and other income increased
$3,428. The decrease in interest income is due to four investments which are on
non-accrual of interest status in the current year third quarter as compared to
three investments in the prior year third quarter. Also, MACC received less
interest on cash equivalents during the current year third quarter because cash
on hand was lower in the current year third quarter than in the prior year third
quarter, as cash was received on the sale of an investment in the prior year
third quarter and also the lower interest rate earned on cash on hand held in
interest earning investments was lower. 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 third quarter MACC received dividends on seven portfolio companies
as compared to dividends received on four portfolio companies in the prior year
third quarter. Processing fees decreased due to the smaller dollar amount
invested in two new portfolio company investments in the current year third
quarter in which MACC received processing fees at the closing compared to the
larger dollar amount invested in two new portfolio investments in the prior year
third quarter in which MACC received processing fees at closing. The increase in
other income is due to the receipt of advisory fees from one portfolio company
and the collection of an escrow received as part of a liquidation of a
previously held portfolio company investment, as compared to one portfolio
company investment liquidated in the prior year third quarter in which shares of
stock were received and recorded at fair market value.
Operating Expenses
Total operating expenses for the third quarter of the current year total
were $974,914, an increase of approximately 17%, as compared to total operating
expenses for the prior year third quarter of $834,080. Interest expense
increased to $543,913 in the current year third quarter as compared to $433,965
in the prior year third quarter due to $6,500,000 of additional borrowings of
SBA-guaranteed debentures since the end of the prior year third quarter.
Management fees increased to $285,914 in the current year third quarter as
compared to $266,143 in the prior year third quarter due to an increase in
assets under management. Professional fees increased to $96,884 in the current
year third quarter from $36,188 in the prior year third quarter. Professional
fees are expected to be higher for at least the next three months as a result of
the item identified in Note 3 to the Unaudited Condensed Consolidated Financial
Statements. Other expenses decreased to $48,203 from $97,784 in the current year
third quarter as compared to the prior year third quarter due to the timing of
administrative expenses.
Net Investment Expense
For the current year third quarter, MACC recorded a net investment expense
of $210,500, as compared to net investment income of $46,145 during the prior
year third quarter.
9
Realized Gain (Loss) on Disposition of Investments
During the current year third quarter, MACC recorded net realized loss on
investments of $1,975,242, as compared with net realized gain on investments of
$6,430 during the prior year third quarter. In the current year third quarter,
MACC realized a gain of $59,834 in one portfolio company investment and realized
a loss of $2,035,076 from the write-off of one portfolio company of which
$2,035,075 was previously recorded as unrealized depreciation. Management does
not attempt to maintain a comparable level of realized gains 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.
Changes in Unrealized Appreciation/Depreciation of Investments
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 or disposes of a depreciated portfolio
investment for a loss, unrealized depreciation for the portfolio as a whole
decreases as the loss is realized.
MACC recorded net change in unrealized appreciation/depreciation on
investments of $2,579,431 during the current year third quarter, as compared to
($47,991) during the prior year period. This net change in unrealized
appreciation/depreciation on investments of $2,579,431 is the net effect of
increases in fair value of seven portfolio companies totaling $1,724,846,
decreases in fair value of eight portfolio companies totaling $1,167,157, the
reversal of appreciation of $13,333 in one portfolio investment in which a sale
of warrant shares resulted in a realized gain, and the reversal of $2,035,075 of
depreciation resulting from the write-off of the investment in one portfolio
company referenced above.
Net Change in Net Assets from Operations
MACC experienced an increase of $393,689 in net assets during the third
quarter of fiscal year 2002, and the resulting net asset value per share was
$8.12 as of June 30, 2002, as compared to $8.60 as of September 30, 2001.
Through the third quarter of fiscal year 2002, MACC's operating results have
been affected by challenging economic conditions which have adversely impacted
the operating performance and financial condition of some companies in MACC's
investment portfolio. Management is encouraged by the performance of the
portfolio as a whole and the improvement in the US economy in the second quarter
of calendar year 2002. Many of the companies in the portfolio have increased
sales and show improved overall performance. Several companies in the portfolio
could be sold or could repurchase MACC's position and an improved economy may
increase these liquidity opportunities. It is uncertain, however, when any of
these dispositions may occur or the prices of these transactions.
10
Nine Months Ended June 30, 2002, Compared to Nine Months Ended June 30, 2001
For the nine months
ended June 30,
-------------------------
2002 2001 Change
----------- ----------- -----------
Investment income $ 2,224,157 2,482,963 (258,806)
Operating expenses (2,723,418) (2,486,164) 237,254
Income taxes (60,000) (70,000) (10,000)
----------- ----------- -----------
Net investment expense (559,261) (73,201) 486,060
----------- ----------- -----------
Net realized (loss) gain on investments after income
tax expense (4,594,327) 2,410,397 (7,004,724)
Net increase (decrease) in unrealized appreciation/
depreciation on investments 4,035,259 (5,539,582) 9,574,841
----------- ----------- -----------
Net loss on investments after income tax expense (559,068) (3,129,185) 2,570,117
----------- ----------- -----------
Net decrease in net asset value $(1,118,329) (3,202,386) 2,084,057
=========== =========== ===========
Net asset value:
Beginning of period $ 8.60 11.01
=========== ===========
End of period $ 8.12 9.92
=========== ===========
Investment Income
During the current year nine-month period, total income of $2,224,157 was a
decrease of $258,806, or 10%, from total income of $2,482,963 in the prior year
nine-month period. For the current year nine-month period as compared to the
prior year nine-month period, interest income decreased to $1,565,033 from
$1,788,726, dividend income decreased to $484,980 from $576,092, processing fee
income increased to $78,804 from $76,554 and other income increased to $95,340
from $41,591. The decrease in interest income is due to the reasons stated above
for the current year third quarter. In the current year nine-month period and
the prior year nine-month period, dividend income was received on eight
portfolio companies, however the dividend payments were greater in the prior
year nine-month period. Processing fees increased due to three new portfolio
company investments made in the current year, a restructuring of an existing
portfolio company investment and a follow-on investment in which MACC received
processing fees at the closing compared to three new portfolio company
investments and three smaller follow-on portfolio investments made in the prior
year nine-month period in which MACC received a processing fee at closing. Other
income increased due to the receipt of advisory fees from one portfolio company,
the collection of an escrow received as part of a liquidation of a previously
held portfolio company investment and the reimbursement of legal fees expensed
in the prior fiscal year, as compared to one portfolio company investment
liquidated in the prior year nine-month period in which shares of stock were
received and recorded at fair market value.
Operating Expenses
Total operating expenses for the current year nine-month period were
$2,723,418 an increase of approximately 10%, as compared to total operating
expenses for the prior year nine-month period of $2,486,164. Interest expense
increased to $1,457,541 in the current year
11
nine-month period as compared to $1,328,635 in the prior year nine-month period
due to $6,500,000 of additional borrowings of SBA-guaranteed debentures since
the end of the prior year third quarter. Management fees increased to $833,637
in the current year nine-month period as compared to $798,429 in the prior year
nine-month period due to an increase in assets under management. Professional
fees increased to $175,302 in the current year nine-month period from $91,206 in
the prior year nine-month period. Professional fees are expected to be higher
for at least the next three months as a result of the item identified in Note 3
to the Unaudited Condensed Consolidated Financial Statements. Other expenses
decreased to $256,938 from $267,894 in the current year nine-month period as
compared to the prior year nine-month period mainly due to the timing of
administrative expenses.
Net Investment Expense
For the current year nine-month period, MACC recorded a net investment
expense of $559,261, as compared to $73,201 during the prior year nine-month
period.
Realized Gain (Loss) on Disposition of Investments
During the current year nine-month period, MACC recorded net realized loss
on investments of $4,594,327, as compared with net realized gain on investments
of $3,090,397 during the prior year nine-month period. In the current year
nine-month period, MACC realized a gain of $945,691 in five portfolio company
investments and realized a loss of $5,540,018 from the write-off of three
portfolio companies, of which $4,115,424 was previously recorded as unrealized
depreciation. Management does not attempt to maintain a comparable level of
realized gains from year to year but instead attempts to maximize total
investment portfolio appreciation through realizing gains in the disposition of
securities and investing in new portfolio investments.
Changes in Unrealized Appreciation/Depreciation of Investments
MACC recorded net change in unrealized appreciation/depreciation on
investments of $4,035,259 during the current year nine-month period, as compared
to ($5,539,582) during the prior year period. This net change in unrealized
appreciation/depreciation on investments of $4,035,259 is the net effect of
increases in fair value of ten portfolio companies totaling $2,740,665,
decreases in fair value of nine portfolio companies totaling $2,180,114, the
reversal of appreciation of $538,000 in one portfolio investment in which the
portfolio company was a part of a recapitalization resulting in a realized gain,
the reversal of appreciation of $102,716 in one portfolio investment in which an
outstanding cash escrow was received, and the reversal of $4,115,424 of
depreciation resulting from the write-off of the investment in three portfolio
investments.
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").
12
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 June 30, 2002, MACC's cash totaled $2,662,328. MACC has a commitment
for an additional $4,455,000 in SBA guaranteed debentures, which expires
September 30, 2005 and has submitted an application for an additional $6,500,000
in SBA guaranteed debentures. MACC believes that its existing cash, together
with the $4,455,000 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 $26,985,000 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 $6,000,000
in 2012. It is anticipated MorAmerica Capital will be able to roll over these
debenture with new ten year debentures when they mature.
MACC anticipates that it will rely primarily on the SBIC capital program and
its cash flows from operations to fund its investment activities and other cash
requirements 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. MACC's cash
flow could also be reduced by the loss contingency contingent liabilities
discussed in Note 3 to the Unaudited Condensed Consolidated Financial
Statements. MACC intends to draw $1,000,000 of its existing $4,445,000 SBA
commitment to fund its investment activities during the fourth quarter of fiscal
year 2002.
PORTFOLIO ACTIVITY
MACC's primary business is investing in and lending to businesses through
investments in subordinated debt (generally with detachable equity warrants),
preferred stock and common stock. The total portfolio value of investments in
publicly and non-publicly traded securities was $41,852,763 and $37,972,833 at
June 30, 2002 and September 20, 2001, respectively. During the nine months ended
June 30, 2002, MACC made investments totaling $6,606,183 consisting of
$5,220,251 of investments in six new portfolio companies and $1,385,932 of
follow-on investments in five 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
13
consistent with orders of the Securities and Exchange Commission for related
party co-investments to reduce or eliminate conflict of interest issues. Of the
$6,606,183 invested during the nine months ended June 30, 2002, $5,837,682
represented co-investments with funds managed by MACC's investment advisor and
$560,000 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.
CRITICAL ACCOUNTING POLICY
Investments in securities traded on a national securities exchange (or
reported on the NASDAQ national market) are stated at the average of the bid
price on the three final trading days of the valuation period which is not
material from the bid price on the final day of the period. Restricted and other
securities for which quotations are not readily available are valued at fair
value as determined by the Board of Directors. Among the factors considered in
determining the fair value of investments are the cost of the investment;
developments, including recent financing transactions, since the acquisition of
the investment; and financial condition and operating results of the investee;
the long-term potential of the business of the investee; and other factors
generally pertinent to the valuation of investments. However, because of the
inherent uncertainty of valuation, those estimated values may differ
significantly from the values that would have been used had a ready market for
the securities existed, and the differences could be material.
Realization of the carrying value of investments is subject to future
developments. Investment transactions are recorded on the trade date and
identified cost is used to determine realized gains and losses. Under the
provisions of SOP 90-7, the fair value of loans and investments in portfolio
securities on February 15, 1995, the fresh-start date, is considered the cost
basis for financial statement purposes.
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.
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
June 30, 2002,
14
publicly traded equity securities in the MACC consolidated investment portfolio
were recorded at a fair value of $2,763,657. 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 $276,366.
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 June 30, 2002, was
$27,640,000, with a cost of $26,985,000. 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 $27,640,000
Amount Above Cost $ 655,000
Additional Market Risk $ 755,000
------------------------------------------------------
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
MorAmerica Capital is a party to arbitration proceedings
instituted on May 30, 2002 by Transcore Holdings, Inc., a company
(Buyer) seeking indemnification under a Stock Purchase Agreement (the
Stock Purchase Agreement), pursuant to which MorAmerica Capital and
certain other individuals and institutional investors (the Sellers)
sold their interest in a former portfolio company investment (Portfolio
Company). The arbitration proceedings are being administered by JAMS.
Under the Stock Purchase Agreement, the Sellers agreed to indemnify
Buyer for breaches of representations and warranties as to Portfolio
Company made by the Sellers. Buyer claims that accounting
irregularities at Portfolio Company resulted in a breach of the
Sellers' representations and warranties. The Sellers have retained
counsel and forensic accountants to defend the Sellers against Buyer's
claim for indemnification. Based on its evaluation of Buyer's claim and
discussions with external legal counsel, MACC believes that it is
reasonably possible that a loss may have been incurred as a result of
the indemnification claim, against which no accrual for loss has been
made as of June 30, 2002, but the amount of the possible loss, and
therefore its materiality to the financial statements, cannot be
estimated. MorAmerica Capital intends to vigorously defend this
arbitration.
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
The following exhibits are filed with this quarterly report on Form
10-Q:
99.1 Section 906 Certification of David R. Schroder (CEO)
99.2 Section 906 Certification of Robert A. Comey (CFO)
(b) Reports on Form 8-K
MACC filed no current reports on Form 8-K during the quarter ended
June 30, 2002.
16
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: 8/13/02 By: /s/ David Schroder
---------------- ------------------------------------
David Schroder, President
Date: 8/13/02 By: /s/ Robert A. Comey
---------------- -------------------------------------
Robert A. Comey, Treasurer
17
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
99.1 Section 906 Certification of David R. Schroder (CEO) 19
99.2 Section 906 Certification of Robert A. Comey (CFO) 21
18