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, 2003
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 July 31, 2003, the registrant had issued and outstanding 2,329,255
shares of common stock.
Page 1 of 27
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at June 30, 2003
and September 30, 2002 ................................ 3
Condensed Consolidated Statements of Operations for the
three months ended June 30, 2003 and June 30, 2002 and
the nine months ended June 30, 2003 and June 30,
2002................................................... 4
Condensed Consolidated Statements of Cash Flows for
the nine months ended June 30, 2003 and June 30, 2002.. 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............................................ 15
Item 4. Controls and Procedures................................ 16
PART II. OTHER INFORMATION...................................... 17
Item 1. Legal Proceedings...................................... 17
Item 6. Exhibits and Reports on Form 8-K....................... 18
Signatures............................................. 18
Certifications......................................... 19
2
PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, September 30,
2003 2002
------------ -------------
Assets
Loans and investments in portfolio securities, at market or fair value:
Unaffiliated companies (cost of $13,778,052 and $15,406,644) $ 12,097,662 16,033,745
Affiliated companies (cost of $22,640,399 and $23,341,683) 20,377,501 19,212,232
Controlled companies (cost of $4,490,501and $5,053,002) 4,756,001 5,380,501
Cash and money market accounts 2,160,550 1,802,603
Other assets, net 1,315,169 1,584,620
------------ ----------
Total assets $ 40,706,883 44,013,701
============ ==========
Liabilities and net assets
Liabilities:
Debentures payable, net of discount $ 27,938,910 27,934,004
Incentive fees payable 27,528 55,737
Accrued interest 684,057 187,070
Accounts payable and other liabilities 460,687 180,386
------------ ----------
Total liabilities 29,111,182 28,357,197
------------ ----------
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 15,250,196 18,808,062
Unrealized depreciation on investments (3,677,788) (3,174,851)
------------ ----------
Total net assets 11,595,701 15,656,504
------------ ----------
Total liabilities and net assets $ 40,706,883 44,013,701
============ ==========
Net assets per share $ 4.98 6.72
============ ==========
See accompanying notes to unaudited condensed consolidated financial statements.
3
MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
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,
2003 2002 2003 2002
------------- ------------- ------------ ------------
Investment income:
Interest
Unaffiliated companies $ 145,667 178,170 390,523 464,993
Affiliated companies 271,734 263,088 785,611 753,769
Controlled companies 60,626 77,502 195,126 227,707
Other 6,998 22,326 22,907 118,564
Dividends
Unaffiliated companies 74,141 67,032 238,892 185,765
Affiliated companies 131,756 145,364 189,161 284,511
Controlled companies 7,700 7,700 23,442 14,704
Processing fees 5,556 19,213 22,741 78,804
Other 11,556 44,019 97,582 95,340
----------- --------- ---------- ---------
Total investment income 715,734 824,414 1,965,985 2,224,157
----------- --------- ---------- ---------
Operating expenses:
Interest 550,420 543,913 1,651,261 1,457,541
Management fees 209,362 285,914 693,792 833,637
Professional fees 467,257 96,884 797,524 175,302
Other 245,389 48,203 473,226 256,938
----------- --------- ---------- ---------
Total operating expenses 1,472,428 974,914 3,615,803 2,723,418
----------- --------- ---------- ---------
Investment expense, net before tax expense (756,694) (150,500) (1,649,818) (499,261)
Income tax expense -- (60,000) (15,000) (60,000)
----------- --------- ---------- ---------
Investment expense, net (756,694) (210,500) (1,664,818) (559,261)
----------- --------- ---------- ---------
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments
Unaffiliated companies 748,734 (1,975,242) (46) (1,637,839)
Affiliated companies 150,500 -- (1,893,002) (2,956,488)
Net change in unrealized appreciation/
depreciation on investments (2,955,958) 2,579,431 (502,937) 4,035,259
----------- --------- ---------- ---------
Net (loss) gain on investments (2,056,724) 604,189 (2,395,985) (559,068)
----------- --------- ---------- ---------
Net change in net assets
from operations $(2,813,418) 393,689 (4,060,803) (1,118,329)
=========== ======= ========== ==========
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,
2003 2002
------------ -----------
Cash flows from operating activities:
Decrease in net assets from operations $(4,060,803) (1,118,329)
----------- -----------
Adjustments to reconcile decrease in net assets from operations to net cash
used in operating activities:
Net realized and unrealized loss on investments 2,395,985 559,068
Net realized and unrealized loss (gain) on other assets 238,309 (48,837)
Change in accrued interest, incentive fees payable,
accounts payable and other liabilities 777,288 364,926
Other (169,305) (10,860)
----------- -----------
Total adjustments 3,242,277 864,297
----------- -----------
Net cash used in operating activities (818,526) (254,032)
----------- -----------
Cash flows from investing activities:
Proceeds from disposition of and payments on
loans and investments in portfolio securities 2,218,500 2,903,000
Purchases of loans and investments in
portfolio securities (977,027) (6,606,183)
Proceeds from disposition of short-term investments -- 92,500
Purchases of short-term investments -- (118,551)
----------- -----------
Net cash provided by (used in) investing activities 1,241,473 (3,729,234)
----------- -----------
Cash flows from financing activities:
Proceeds from debt issuance, net of commitment fees -- 5,850,000
Payment of commitment fees (65,000) --
----------- -----------
Net cash (used in) provided by financing activities (65,000) 5,850,000
----------- -----------
Net increase in cash and cash equivalents 357,947 1,866,734
Cash and cash equivalents at beginning of period 1,802,603 795,594
----------- -----------
Cash and cash equivalents at end of period $ 2,160,550 2,662,328
=========== ===========
Supplemental disclosure of cash flow information -
Cash paid during the period for interest $ 1,071,804 850,434
=========== ===========
Supplemental disclosure of noncash investing and financing
information -
Debt issuance costs financed with debentures payable $ -- 150,000
Assets received in exchange of securities 699,428 149,408
=========== ===========
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. (MACC) and its wholly owned
subsidiary MorAmerica Capital Corporation (MorAmerica Capital) 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, 2002. 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,
2002 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
materially different 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; 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.
In the valuation process, MorAmerica Capital uses financial information
received monthly, quarterly, and annually from its portfolio companies which
includes both audited and unaudited financial statements. This information is
used to determine financial condition, performance, and valuation of the
portfolio investments.
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
MorAmerica Capital is party to arbitration proceedings instituted by
TransCore Holdings, Inc., a company (Buyer) seeking indemnification under the
Stock Purchase Agreement (the Stock Purchase Agreement), pursuant to which
MorAmerica Capital and certain other individuals and institutional investors
(collectively, 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. Following discovery,
depositions and other preliminary proceedings, in June the formal arbitration
proceedings commenced and are being intensively contested by all parties. Based
on the current schedule for the arbitration, a decision will not be rendered
until at least December, 2003. Based on its evaluation of the 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, 2003,
because the amount of the possible loss, and therefore its materiality to the
financial statements, cannot be estimated. MorAmerica Capital intends to
continue vigorously defending this arbitration. MorAmerica Capital owns debt
securities of Buyer with a face value of $508,761, acquired as part of the sale
of the Portfolio Company. Buyer has defaulted on interest payments due on these
debt securities. On March 31, 2003, MorAmerica reduced the valuation of the debt
securities by $254,380 in light of the interest default and information
regarding the related dispute as of that date. On June 30, 2003, MorAmerica
further reduced the valuation of these debt securities by $254,380 to $1 based
upon the continuing interest default and additional information regarding the
related dispute as of that date.
[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, 2002, 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, the effects of general economic conditions on MACC's
portfolio companies, the effects of recent or future losses on the ability of
MorAmerica Capital to comply with applicable regulations of the Small Business
Administration and MorAmerica Capital's ability to obtain future funding, any
failure to achieve annual investment level objectives, changes in prevailing
market interest rates, contractions in the markets for corporate acquisitions
and initial public offerings, and an adverse outcome on the pending arbitration
proceedings against MorAmerica Capital. 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. Investment expense, net represents total investment income minus operating
expenses. The main objective of portfolio company investments is to achieve
capital appreciation and realized gains in the portfolio. These gains and losses
are not included in investment expense, net. 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, 2003 Compared to Third Quarter Ended June 30, 2002
For the three months
ended June 30,
-------------------------
2003 2002 Change
------------------------- ---------
Investment income $ 715,734 824,414 (108,680)
Operating expenses (1,472,428) (974,914) (497,514)
Income taxes -- (60,000) 60,000
----------- ---------- ----------
Investment expense, net (756,694) (210,500) (546,194)
----------- ---------- ----------
Net realized gain (loss) on investments 899,234 (1,975,242) 2,874,476
Net change in unrealized appreciation/
depreciation on investments (2,955,958) 2,579,431 (5,535,389)
----------- ---------- ----------
Net (loss) gain on investments (2,056,724) 604,189 (2,660,913)
----------- ---------- ----------
Net change in net assets from operations $(2,813,418) 393,689 (3,207,107)
=========== ========== ==========
Net asset value:
Beginning of period $ 6.74 7.96
=========== ==========
End of period $ 4.98 8.12
=========== ==========
8
Investment Income
During the current year third quarter, total investment income was
$715,734, a decrease of $108,680, or 13%, from total investment income of
$824,414 from the prior year third quarter. In the current year third quarter as
compared to the prior year third quarter, interest income decreased $56,061, or
10%, dividend income decreased $6,499, or 3%, processing fees decreased $13,657,
or 71%, and other income decreased $32,463, or 74%. The decrease in interest
income is due to four investments which were on non-accrual of interest status
in the current year third quarter which were accruing interest in the prior year
third quarter and also the lower interest rate earned on cash on hand held in
interest earning investments. In the current year third quarter MACC received
dividends on seven existing portfolio companies, four of which are distributions
from limited liability companies, as compared to dividend income received on
seven existing portfolio companies, six of which were distributions from limited
liability companies in the prior year third quarter. The distributions from
limited liability companies in the prior year third quarter were larger than in
the current year third quarter. Processing fees decreased due to only one
restructure of an existing portfolio company investment in the current year
third quarter in which MACC received a processing fee, compared to one new
portfolio company investment in which MACC received a processing fee at closing
and a processing fee received on the restructuring of an existing portfolio
company in the prior year third quarter. The decrease in other income is due to
the increase in valuation of a receivable in the prior year third quarter.
Operating Expenses
Total operating expenses for the third quarter of the current year were
$1,472,428, an increase of $497,514, or 51%, as compared to total operating
expenses for the prior year third quarter of $974,914. Interest expense
increased $6,507, or 1%, in the current year third quarter due to $955,000 of
additional borrowings of SBA-guaranteed debentures since the end of the prior
year third quarter. Management fees decreased $76,552, or 27%, in the current
year third quarter due to MACC's investment advisor agreeing to a voluntary,
temporary reduction in management fees to reduce the expenses of MACC.
Professional fees increased $370,373, or 382%, in the current year third quarter
primarily due to increased legal fees in connection with arbitration proceedings
related to the sale of a former portfolio company and increased legal and
accounting fees to comply with new securities and exchange corporate governance
requirements. Professional fees are expected to be higher for at least the next
six months as a result of the item identified in Note 3 to the Unaudited
Condensed Consolidated Financial Statements. Other expenses increased $197,186,
or 409%, in the current year third quarter as compared to the prior year third
quarter mainly due to the change in the other assets loss provision.
Investment Expense, Net
As a result of the factors discussed above, for the current year third
quarter, MACC recorded a net investment expense of $756,694, as compared to net
investment expense of $210,500 during the prior year third quarter.
9
Realized (Loss) Gain on Disposition of Investments
During the current year third quarter, MACC recorded net realized gain
on investments of $899,234, as compared with net realized loss on investments of
$1,975,242 during the prior year third quarter. In the current year third
quarter, MACC realized a gain of $696,428 from the sale of warrants of one
portfolio company, which was previously recorded as unrealized appreciation, and
realized a gain of $178,028 from the equity reorganization of another portfolio
company. MACC also recovered $24,778 from one portfolio company investment which
was written off in a prior period. 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
MACC recorded net change in unrealized appreciation/depreciation on
investments of ($2,955,958) during the current year third quarter, as compared
to $2,579,431 during the prior year third quarter. This net change in unrealized
appreciation/depreciation on investments of ($2,955,958) is the net effect of
increases in fair value of five portfolio companies totaling $961,471, decreases
in fair value of ten portfolio companies totaling $3,221,001, and the reversal
of $696,428 of appreciation resulting from the sale of warrants of one portfolio
company referenced above.
Net change in unrealized appreciation/depreciation on investments
represents the change for the period in the unrealized appreciation net of
unrealized depreciation on MACC's total investment portfolio. When MACC
increases the fair value of a portfolio investment above its cost, the
unrealized appreciation for the portfolio as a whole increases, and when MACC
decreases the fair value of a portfolio investment below its cost, unrealized
depreciation 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 writes off a depreciated portfolio investment for a loss, unrealized
depreciation for the portfolio as a whole decreases as the loss is realized.
Net Change in Net Assets from Operations
MACC experienced a decrease of $2,813,418 in net assets at the end of
the third quarter of fiscal year 2003, and the resulting net asset value per
share was $4.98 as of June 30, 2003, as compared to $6.72 as of September 30,
2002. Although general economic conditions continue to have an adverse impact on
the operating results and financial condition of a number of MACC's portfolio
companies, the majority of MACC's forty-two portfolio companies continue to be
valued at cost or above. MACC has fifteen portfolio investments valued at cost
and has recorded unrealized appreciation on twelve portfolio investments and has
recorded unrealized depreciation on fifteen portfolio investments.
To mitigate the effects of the current economic environment on MACC's
operating performance during fiscal 2003, MACC's investment advisor voluntarily
agreed to reduce the
10
amount of management fees payable by MACC from January 1, 2003 through February
29, 2004. In addition, MACC has reduced its projected investment rate and
projected borrowing rate in the revised fiscal 2003 budget. Recent years have
been difficult years for the venture capital industry, with few comparisons to
past business cycles. The declines in the stock market, increased regulations,
world tensions, terrorism and the continuing conflict in Iraq, all contribute to
increased risk and uncertainty to future performance of MACC's investment
portfolio. If the economy continues to improve, management believes MACC's
investment portfolio will benefit from improved operating performance at a
number of portfolio companies and from a more robust market for corporate
acquisitions and investments.
Nine Months Ended June 30, 2003, Compared to Nine Months Ended June 30, 2002
For the nine months
ended June 30,
-------------------------
2003 2002 Change
------------------------- -----------
Investment income $ 1,965,985 2,224,157 (258,172)
Operating expense (3,615,803) (2,723,418) (892,385)
Income taxes (15,000) (60,000) 45,000
----------- ---------- ----------
Investment expense, net (1,664,818) (559,261) (1,105,557)
----------- ---------- ----------
Net realized loss on investments (1,893,048) (4,594,327) 2,701,279
Net increase (decrease) in unrealized appreciation/
depreciation on investments (502,937) 4,035,259 (4,538,196)
----------- ---------- ----------
Net loss on investments (2,395,985) (559,068) (1,836,917)
----------- ---------- ----------
Net change in net assets from operations $(4,060,803) (1,118,329) (2,942,474)
=========== ========== ==========
Net asset value:
Beginning of period $ 6.72 8.60
=========== ==========
End of period $ 4.98 8.12
=========== ==========
Investment Income
During the current year nine-month period, total income of $1,965,985
was a decrease of $258,172, or 12%, from total income of $2,224,157 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 11% to $1,394,167
from $1,565,033, dividend income decreased 7% to $451,495 from $484,980,
processing fee income decreased 71% to $22,741 from $78,804 and other income
increased 2% to $97,582 from $95,340. 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, MACC received dividends on eight existing portfolio
companies, five of which are distributions from limited liability companies, as
compared to dividend income received on eight portfolio companies in the prior
year nine-month period, six of which were distributions from limited liability
companies. Processing fees decreased due to two follow-on investments and one
existing portfolio company investment in which MACC received processing fees at
the closing, compared to three new portfolio company investments made in the
prior year period, a restructuring of an existing portfolio company investment
and a follow-on investment in which MACC received processing fees at closing.
Other income increased due to the receipt of advisory fees from two portfolio
companies in the current year nine-month period, as compared to only one
portfolio company paying advisory fees and the increase in valuation of a
receivable in the prior year nine-month period.
11
Operating Expenses
Total operating expenses for the current year nine-month period were
$3,615,803, an increase of $892,385, or 33%, as compared to total operating
expenses for the prior year nine-month period of $2,723,418. Interest expense
increased 13% to $1,651,261 in the current year nine-month period, as compared
to $1,457,541 in the prior year nine-month period due to $6,000,000 of
additional borrowings during the prior year nine-month period and the higher
interest rate charged on these borrowings during the current year nine-month
period. Management fees decreased 17% to $693,792 in the current year nine-month
period as compared to $833,637 in the prior year nine-month period due to MACC's
investment advisor agreeing to a voluntary, temporary reduction in management
fees from January 1, 2003 through February 29, 2004 to reduce the expenses of
MACC. Professional fees increased 355% to $797,524 in the current year
nine-month period from $175,302 in the prior year nine-month period for the
reasons stated above with respect to the current year third quarter.
Professional fees are expected to be higher for at least the next six months as
a result of the item identified in Note 3 to the Unaudited Condensed
Consolidated Financial Statements. Other expenses increased 84% to $473,226 from
$256,938 in the current year nine-month period as compared to the prior year
nine-month period mainly due to the change in the other assets loss provision.
Investment Expense, Net
For the current year nine-month period, MACC recorded a net investment
expense of $1,664,818, as compared to $559,261 during the prior year nine-month
period.
Realized (Loss) Gain on Disposition of Investments
During the current year nine-month period, MACC recorded net realized
loss on investments of $1,893,048, as compared with net realized loss on
investments of $4,594,327 during the prior year nine-month period. In the
current year nine-month period, MACC realized a gain of $874,456 from the sale
of warrant shares of one portfolio company and the equity reorganization of
another portfolio company, of which $696,428 was previously recorded as
unrealized appreciation, and realized losses of $236,785 from the sale of one
portfolio company and $2,573,323 from the write-off of two portfolio companies,
of which $2,842,774 was previously recorded as unrealized depreciation. MACC
also recovered $42,604 from one portfolio company investment which was written
off in a prior period. 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 ($502,937) during the current year nine-month period, as compared
to $4,035,259 during the prior year period. This net change in unrealized
appreciation/depreciation on investments of ($502,937) is the net effect of
increases in fair value of six portfolio companies totaling $1,531,967,
decreases in fair value of sixteen portfolio companies totaling $4,641,110, the
reversal of $335,002 of depreciation from the sale of one portfolio company
investment, the
12
reversal of $301,566 of appreciation from the partial sale of one portfolio
company investment, and the reversal of $2,572,770 of depreciation resulting
from the write-off of the investment in two portfolio companies referenced
above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
To date, MACC has relied upon several sources to fund its investment
activities, including MACC's cash and money market accounts and the Small
Business Investment Company ("SBIC") leverage 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 leverage
program to provide a portion of its investment capital requirements. At present,
capital with a commitment period of up to five years is available through the
SBIC leverage program and MACC anticipates that capital will be available in
future periods.
As an SBIC, MorAmerica Capital is required to comply with the
regulations of the SBA (the "SBA Regulations"). These regulations include the
capital impairment rules, as defined by Regulation 107.1830 of the SBA
Regulations. As of June 30, 2003, the capital of MorAmerica Capital was impaired
less than the maximum impairment percentage permitted under SBA Regulations. No
assurances can be given, however, that MorAmerica Capital will continue to be
less than the maximum impairment percentage in future periods if MorAmerica
Capital continues to experience negative operating results. If MorAmerica
Capital would exceed the maximum impairment percentage in future periods, a
number of events could occur which could have a material adverse effect on the
financial position, results of operations, cash flow and liquidity of MACC and
MorAmerica Capital. MorAmerica Capital is currently limited by the SBA
Regulations in the amount of distributions it may make to MACC. Because MACC
historically has relied in large part on distributions from MorAmerica Capital
to fund its operating expenses and other cash requirements, MACC is currently
evaluating a number of alternatives to seek to provide sufficient liquidity at
the parent-company level.
As of June 30, 2003, MACC's cash and money market accounts totaled
$2,160,550. MACC has commitments for an additional $3,500,000 and $6,500,000 in
SBA guaranteed debentures, which expire on September 30, 2005 and September 30,
2007, respectively. Subject to the risks and uncertainties described in this
report on Form 10-Q, MACC believes that its existing cash and money market
accounts, the $10,000,000 SBA commitments, and other anticipated cash flows,
will provide adequate funds for MACC's anticipated cash requirements during the
current fiscal year, including portfolio investment activities, principal and
interest payments on outstanding debentures payable and administrative expenses.
MACC's investment objective has been revised to reflect no new portfolio
investments and follow-on investments of approximately $2,000,000 during the
current fiscal year, subject to further adjustment based upon current economic
and operating conditions. MACC anticipates over the next twelve months to invest
only the return of capital from the current investment portfolio and to borrow
$1,000,000 of additional SBA-guaranteed debentures.
13
Liquidity for the current year will be impacted by principal payments
on MACC's debentures payable. Debentures payable are composed of $27,940,000 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, $5,835,000 in 2011, and $7,455,000
in 2012. Subject to the risks and uncertainties described in this report on Form
10-Q, it is anticipated MorAmerica Capital will be able to roll over these
debentures with new ten-year debentures when they mature.
MACC currently anticipates that it will rely primarily on its current
cash and money market accounts, the SBIC capital program and its cash flows from
operations to fund its investment activities and other cash requirements during
the remainder of fiscal year 2003. Although management believes these sources
will provide sufficient funds for MACC to meet its fiscal 2003 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, that MACC's
cash flows from operations will be as projected, or that MACC's cash
requirements will be as projected. MACC's cash flow has been negatively affected
by expenses associated with the pending arbitration proceedings described in
Note 3 to the Unaudited Condensed Consolidated Financial Statements. An adverse
outcome on such arbitration proceedings could further adversely affect MACC's
cash flow.
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 $37,231,164 and
$40,626,478 at June 30, 2003 and September 30, 2002, respectively. During the
three months ended June 30, 2003, MACC invested $853,000 in follow-on
investments in four existing portfolio companies. Management views investment
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. MACC's investment objective for fiscal year 2003 has been
revised for total follow-on investments of approximately $2,000,000.
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. MACC did not co-invest with any other fund during
the nine months ended June 30, 2003.
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
materially different 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
14
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; the 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.
In the valuation process, MorAmerica Capital uses financial information
received monthly, quarterly, and annually from its portfolio companies which
includes both audited and unaudited financial statements. This information is
used to determine financial condition, performance, and valuation of the
portfolio investments.
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, 2003, publicly traded equity securities in the MACC
consolidated investment portfolio were recorded at a fair value of $3,293,267.
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 $329,327. 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, 2003,
was $31,085,000, with a cost of $27,940,000. 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
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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.
----------------------------------------------
2003
----------------------------------------------
Fair Value of Debentures Payable $ 31,085,000
Amount Above Cost $ 3,145,000
Additional Market Risk $ 832,000
----------------------------------------------
ITEM 4. CONTROLS AND PROCEDURES
In accordance with Item 307 of Regulation S-K promulgated under the
Securities Act of 1933, as amended, and within 90 days of the date of this
Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial
Officer of MACC (the "Certifying Officers") have conducted evaluations of MACC's
disclosure controls and procedures. As defined under Sections 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the term "disclosure controls and procedures" means controls and other
procedures of an issuer that are designed to ensure that information required to
be disclosed by the issuer 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 Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. The Certifying Officers have reviewed MACC's disclosure controls and
procedures and have concluded that those disclosure controls and procedures are
effective as of the date of this Quarterly Report on Form 10-Q. In compliance
with Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the
Certifying Officers executed an Officer's Certification included in this
Quarterly Report on Form 10-Q.
As of the date of this Quarterly Report on Form 10-Q, there have not
been any significant changes in MACC's internal controls or other factors that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
MorAmerica Capital is party to arbitration proceedings
instituted by TransCore Holdings, Inc., a company (Buyer) seeking
indemnification under the Stock Purchase Agreement (the Stock Purchase
Agreement), pursuant to which MorAmerica Capital and certain other
individuals and institutional investors (collectively, 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. Following discovery, depositions and other
preliminary proceedings, in June the formal arbitration proceedings
commenced and are being intensively contested by all parties. Based on
the current schedule for the arbitration, a decision will not be
rendered until at least December, 2003. Based on its evaluation of the
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, 2003, because the amount
of the possible loss, and therefore its materiality to the financial
statements, cannot be estimated. MorAmerica Capital intends to continue
vigorously defending this arbitration. MorAmerica Capital owns debt
securities of Buyer with a face value of $508,761, acquired as part of
the sale of the Portfolio Company. Buyer has defaulted on interest
payments due on these debt securities. On March 31, 2003, MorAmerica
Capital reduced the valuation of these debt securities by $254,380 in
light of the interest default and information regarding the related
dispute as of that date. On June 30, 2003, MorAmerica further reduced
the valuation of these debt securities by $254,380 to $1 based upon the
continuing interest default and additional information regarding the
related dispute as of that date.
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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following exhibits are filed with this quarterly report on Form
1O-Q:
31.1 Section 302 Certification of David R. Schroder (CEO)
31.2 Section 302 Certification of Robert A. Comey (CFO)
32.1 Section 906 Certification of David R. Schroder (CEO)
32.2 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, 2003.
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: 8/12/03 By: /s/ David Schroder
------------------------------
David Schroder, President
Date: 8/12/03 By: /s/ Robert A.Comey
------------------------------
Robert A.Comey, Treasurer
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EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
31.1 Section 302 Certification of David R. Schroder (CEO) 20
31.2 Section 302 Certification of Robert A. Comey (CFO) 22
32.1 Section 906 Certification of David R. Schroder (CEO) 24
32.2 Section 906 Certification of Robert A. Comey (CFO) 26
19