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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended January 31, 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 000-24856
UST PRIVATE EQUITY INVESTORS FUND, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 13-3786385
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
114 West 47th Street, New York, NY 10036-1532
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 852-1000
Former Name, Former Address and Former Fiscal Year, if Changed
Since last Report.
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
As of March 1, 2003, there were 40,463 shares of the Registrant's
Common Stock, $.01 par value per share, outstanding.
UST PRIVATE EQUITY INVESTORS FUND, INC.
This Quarterly Report on Form 10-Q contains historical information and
forward-looking statements. Statements looking forward in time are included in
this Form 10-Q pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. They involve known and unknown risks
and uncertainties that may cause UST Private Equity Investors Fund, Inc.'s (the
"Company's") actual results to differ from future performance suggested herein.
INDEX PAGE NO.
----------------------------------------------------------------------------------- --------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements. 1
Portfolio of Investments as of January 31, 2003. 1
Statement of Assets and Liabilities at January 31, 2003 and October 31, 2002. 3
Statement of Operations for the three-month periods ended January 31, 2003 and
January 31, 2002. 4
Statement of Changes in Net Assets for the three-month periods
ended January 31, 2003 and January 31, 2002. 5
Statement of Cash Flows for the three-month periods ended January 31, 2003 and
January 31, 2002. 6
Financial Highlights for the three-month periods ended January 31, 2003 and
January 31, 2002. 7
Notes to Financial Statements. 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations. 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk. 13
Item 4. Controls and Procedures. 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 13
Item 2. Changes in Securities and Use of Proceeds. 13
Item 3. Defaults Upon Senior Securities. 13
Item 4. Submission of Matters to a Vote of Security Holders. 13
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K. 13
SIGNATURES 15
CERTIFICATIONS 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
UST PRIVATE EQUITY INVESTORS FUND, INC.
PORTFOLIO OF INVESTMENTS (UNAUDITED)
JANUARY 31, 2003
----------------------------
PORTFOLIO STRUCTURE
PRIVATE INVESTMENT FUNDS $ 2,856,378 72.24%
PRIVATE COMPANIES -- 0.00%
SHORT-TERM INVESTMENTS:
AGENCY OBLIGATIONS 1,074,898 27.19%
INVESTMENT COMPANIES 30,822 0.78%
----------- -----------
TOTAL INVESTMENTS 3,962,098 100.21%
OTHER ASSETS & LIABILITIES (NET) (8,297) (0.21)%
----------- -----------
NET ASSETS $ 3,953,801 100.00%
=========== ===========
Notes to Financial Statements are an integral part of these
Financial Statements.
1
UST PRIVATE EQUITY INVESTORS FUND, INC.
PORTFOLIO OF INVESTMENTS (UNAUDITED)
JANUARY 31, 2003
------------------------------
PRINCIPAL ACQUISITION VALUE
AMOUNT/SHARES DATE ## (NOTE 1)
- --------------------------------------------------------------------- -------------- -------------
AGENCY OBLIGATIONS - 27.19%
$ 475,000 Federal Home Loan Bank Discount Note 1.19%, 2/03/03 $ 474,969
300,000 Federal Home Loan Bank Discount Note 1.18%, 2/04/03 299,970
300,000 Federal Home Loan Bank Discount Note 1.22%, 2/05/03 299,959
-------------
Total - Agency Obligations (Cost $1,074,898) 1,074,898
-------------
PRIVATE INVESTMENT FUNDS #, @ - 72.24%
Allegra Capital Partners III, LP 03/96 to 04/00 98,960
Brentwood Associates Buyout Fund II, LP 01/96 to 04/00 279,993
Bruckmann, Rosser, Sherrill & Co., LP 12/95 to 04/00 1,564,712
Morgenthaler Venture Partners IV, LP 12/95 to 04/00 424,509
Sevin Rosen Fund V, LP 04/96 to 04/00 227,389
Vanguard V, LP 05/96 to 02/99 260,815
-------------
Total - Private Investment Funds (Cost $6,973,765) 2,856,378
PRIVATE COMPANIES # , @ - 0.00%
COMMON PREFERRED STOCKS - 0.00%
MEDICAL DEVICES - 0.00%
515,464 **Cardiopulmonary Corp., Series D 11/96 --
35,294 **Cardiopulmonary Corp., Series F 07/98 --
-------------
Total - Private Companies (Cost $2,150,000) --
INVESTMENT COMPANIES - 0.78%
30,822 Dreyfus Government Cash Management Fund 30,822
-------------
(Cost $30,822)
TOTAL INVESTMENTS (Cost $10,229,485*) - 100.21% 3,962,098
OTHER ASSETS & LIABILITIES (NET) - (0.21)%
(8,297)
-------------
NET ASSETS -- 100.00% $ 3,953,801
=============
* Aggregate cost for federal tax and book purposes.
** At January 31, 2003, the Company owned 5% or more of the company's
outstanding shares thereby making the company an affiliate as defined by
the Investment Company Act of 1940. Total market value of affiliated
securities owned at January 31, 2003 was $0.
# Non-income producing securities.
## Required disclosure for restricted securities only.
@ Restricted as to public resale. Acquired between December 1, 1995 and April
30, 2000. Total cost of restricted securities at January 31, 2003
aggregated $9,123,765. Total market value of restricted securities owned at
January 31, 2003 was $2,856,378 or 72.24% of net assets.
Notes to Financial Statements are an integral part of these
Financial Statements.
2
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, OCTOBER 31,
2003 2002
------------ ------------
(Unaudited)
ASSETS:
Investment Securities, at Cost $ 10,229,485 $ 9,922,387
============ ============
Investment Securities, at Value $ 3,962,098 $ 3,669,007
Cash 17,045 --
Receivables:
Interest 40 274
From Investment Adviser (Note2) 40,553 479,962
Prepaid Assets 2,417 3,148
------------ ------------
Total Assets 4,022,153 4,152,391
------------ ------------
LIABILITIES:
Professional Fees Payable 24,759 83,254
Directors' Fees Payable (Note 2) 14,796 60,000
Management Fees Payable (Note 2) 12,675 13,714
Administration Fees Payable (Note 2) 1,978 1,865
Accrued Expenses and Other Payables 14,144 12,581
------------ ------------
Total Liabilities 68,352 171,414
------------ ------------
NET ASSETS $ 3,953,801 $ 3,980,977
============ ============
NET ASSETS consist of:
Undistributed Net Investment Loss $ (16,071) $ --
Accumulated Net Realized Loss on Investments (6,140,240) (6,143,142)
Net Unrealized Depreciation on Investments (6,267,387) (6,253,380)
Par Value 405 405
Paid in Capital 16,377,094 16,377,094
------------ ------------
Total Net Assets $ 3,953,801 $ 3,980,977
============ ============
Shares of Common Stock Outstanding 40,463 40,463
------------ ------------
NET ASSET VALUE PER SHARE $ 97.71 $ 98.39
============ ============
Notes to Financial Statements are an integral part of these
Financial Statements.
3
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED
JANUARY 31,
2003 2002
---------- ----------
INVESTMENT INCOME:
Interest Income $ 2,841 $ 15,293
Dividend Income 298 --
---------- ----------
Total Income 3,139 15,293
---------- ----------
EXPENSES:
Professional Fees 20,453 32,919
Directors' Fees (Note 2) 15,123 15,123
Management Investment Advisory Fees (Note 2) 11,989 40,272
Shareholder Reports 5,193 5,194
Administrative Fees (Note 2) 2,934 10,977
Insurance Expense 731 2,093
Custodial Fees 252 4,578
Miscellaneous Expense 379 664
---------- ----------
Total Expenses 57,054 111,820
Fees Waived and Expenses Reimbursed by Adviser
(Note 2) (37,844) (68,846)
---------- ----------
Net Expenses 19,210 42,974
---------- ----------
NET INVESTMENT LOSS (16,071) (27,681)
---------- ----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net Realized Gain (Loss) on Security Transactions 2,902 (2,550,001)
Change in Unrealized Appreciation (Depreciation)
on Investments (14,007) 2,888,257
---------- ----------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS (11,105) 338,256
Change in Management Incentive Fee -- (33,826)
---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ (27,176) $ 276,749
========== ==========
Notes to Financial Statements are an integral part of these
Financial Statements.
4
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS (UNAUDITED)
THREE MONTHS ENDED
JANUARY 31,
2003 2002
------------ ------------
OPERATIONS:
Net Investment Loss $ (16,071) $ (27,681)
Net Realized Gain (Loss) on Investments 2,902 (2,550,001)
Change in Unrealized Appreciation (Depreciation)
on Investments (14,007) 2,888,257
Change in Allowance for Management
Incentive Fee -- (33,826)
------------ ------------
Net Increase (Decrease) in Net Assets
Resulting From Operations (27,176) 276,749
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Return of Capital -- (2,905,629)
------------ ------------
NET DECREASE IN NET ASSETS (27,176) (2,628,880)
NET ASSETS:
Beginning of Period 3,980,977 14,135,475
------------ ------------
End of Period $ 3,953,801 $ 11,506,595
============ ============
Notes to Financial Statements are an integral part of these
Financial Statements.
5
UST PRIVATE EQUITY INVESTORS FUND, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED
JANUARY 31,
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Increase (Decrease) in Net Assets resulting from Operations .... $ (27,176) $ 276,749
Adjustments to reconcile net increase (decrease) in net assets from
operations to net cash provided by operating activities:
Change in unrealized (appreciation) depreciation on investments .. 14,007 (2,888,257)
Change in short-term investments ................................. (693,246) 1,971,990
Proceeds from sales of investments ............................... 389,050 423,680
Realized loss (gain) on investments .............................. (2,902) 2,550,001
Decrease in interest receivable .................................. 234 581
Decrease in receivable from investment adviser ................... 439,409 651,984
Decrease in prepaid insurance .................................... 731 2,092
Decrease in expenses payable ..................................... (103,062) (99,423)
------------ ------------
Net cash provided by operating activities ...................... 17,045 2,889,397
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to shareholders ......................................... -- (2,905,629)
------------ ------------
Net cash provided by financing activities ...................... -- --
------------ ------------
Net change in cash ............................................. 17,045 (16,232)
------------ ------------
Cash at beginning of period .................................. -- 16,232
------------ ------------
Cash at end of period ........................................ $ 17,045 $ --
============ ============
Notes to Financial Statements are an integral part of these
Financial Statements.
6
UST PRIVATE EQUITY INVESTORS FUND, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
PER SHARE OPERATING PERFORMANCE: (1)
THREE MONTHS ENDED THREE MONTHS ENDED
JANUARY 31, 2003 JANUARY 31, 2002
-------------------- --------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 98.39 $ 349.34
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Loss (0.40) (0.68)
Net Realized and Unrealized Gain (Loss) on Investments (0.28) 8.36
Change in Allowance for Management Incentive Fee -- (0.84)
-------------------- --------------------
Total from Investment Operations (0.68) 6.84
-------------------- --------------------
DISTRIBUTIONS:
Return of Capital -- (71.81)
-------------------- --------------------
Total Distributions -- (71.81)
-------------------- --------------------
NET ASSET VALUE, END OF PERIOD $ 97.71 $ 284.37
==================== ====================
TOTAL NET ASSET VALUE RETURN (3),(4) (0.68)% 1.96%
==================== ====================
RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period (000's) $ 3,954 $ 11,507
Ratios to Average Net Assets (2)
Gross Expenses (5) 5.75% 3.49%
Net Expenses 1.94% 1.34%
Net Investment (Loss) (1.62)% (0.86)%
Portfolio Turnover (3) 0.00% 0.00%
(1) For a share outstanding throughout the period
(2) Annualized
(3) Non-annualized
(4) Total investment return based on per share net asset value reflects the
effects of changes in net asset value based on the performance of the Fund
during the period, and assumes dividends and distributions, if any, were
reinvested. The Fund's shares were issued in a private placement and are
not traded. Therefore, market value total investment return is not
calculated.
(5) Expense ratio before waiver of fees and reimbursement of expenses by
adviser.
Notes to Financial Statements are an integral part of these
Financial Statements.
7
UST PRIVATE EQUITY INVESTORS FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JANUARY 31, 2003
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
UST Private Equity Investors Fund, Inc. (the "Company") was incorporated
under the laws of the State of Maryland on September 16, 1994, and is a
non-diversified, closed-end management investment company that has elected to be
treated as a business development company under the Investment Company Act of
1940, as amended.
The following is a summary of the Company's significant accounting
policies. Such policies are in conformity with generally accepted accounting
principles for investment companies and are consistently followed in the
preparation of the financial statements. Generally accepted accounting
principles in the United States require management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from these estimates.
(a) PORTFOLIO VALUATION:
The Company values portfolio securities quarterly and at such other
times as, in the Board of Directors' view, circumstances warrant.
Investments in securities for which market quotations are readily available
generally will be valued at the last sale price on the date of valuation
or, if no sale occurred, at the mean of the latest bid and ask prices;
provided that, as to such securities that may have legal, contractual or
practical restrictions on transfer, a discount of 10% to 40% from the
public market price will be applied. Securities for which no public market
exists and other assets will be valued at fair value as determined in good
faith by the Managing Investment Adviser (as defined below) or a committee
of the Board of Directors under the supervision of the Board of Directors
pursuant to certain valuation procedures summarized below. Securities
having remaining maturities of 60 days or less are valued at amortized
cost.
The value for securities for which no public market exists is
difficult to determine. Generally, such investments will be valued on a
"going concern" basis without giving effect to any disposition costs. There
is a range of values that is reasonable for such investments at any
particular time. Initially, direct investments are valued based upon their
original cost, until developments provide a sufficient basis for use of a
valuation other than cost. Upon the occurrence of developments providing a
sufficient basis for a change in valuation, direct investments will be
valued by the "private market" or "appraisal" method of valuation. The
private market method shall only be used with respect to reliable third
party transactions by sophisticated, independent investors. The appraisal
method shall be based upon such factors affecting the company such as
earnings, net worth, reliable private sale prices of the company's
securities, the market prices for similar securities of comparable
companies, an assessment of the company's future prospects or, if
appropriate, liquidation value. The values for the investments referred to
in this paragraph will be estimated regularly by the Managing Investment
Adviser or a committee of the Board of Directors and, in any event, not
less frequently than quarterly. However, there can be no assurance that
such values will represent the return that might ultimately be realized by
the Company from the investments.
At January 31, 2003, market quotations were not readily available for
securities valued at $2,856,378. Such securities were valued by the
Managing Investment Adviser, under the supervision of the Board of
Directors. Because of the inherent uncertainty of valuation, the 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.
(b) SECURITY TRANSACTIONS AND INVESTMENT INCOME:
Security transactions are recorded on a trade date basis. Realized
gains and losses on investments sold are recorded on the basis of
identified cost. Interest income, adjusted for amortization of premiums and
discounts on investments, is earned from settlement date and is recorded on
the accrual basis. Dividend income is recorded on the ex-dividend date.
8
(c) REPURCHASE AGREEMENTS:
The Company enters into agreements to purchase securities and to
resell them at a future date. It is the Company's policy to take custody of
securities purchased and to ensure that the market value of the collateral
including accrued interest is sufficient to protect the Company from losses
incurred in the event the counterparty does not repurchase the securities.
If the seller defaults and the value of the collateral declines or if
bankruptcy proceedings are commenced with respect to the seller of the
security, realization of the collateral by the Company may be delayed or
limited.
(d) FEDERAL INCOME TAXES:
It is the policy of the Company to continue to qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code and
distribute substantially all of its taxable income to its shareholders.
Therefore, no federal income or excise tax provision is required.
Dividends from net investment income are declared and paid at least
annually. Any net realized capital gains, unless offset by any available
capital loss carryforwards, are distributed to shareholders at least
annually. Dividends and distributions are determined in accordance with
federal income tax regulations that may differ from generally accepted
accounting principles. These "book/tax" differences are either considered
temporary or permanent. To the extent these differences are permanent, such
amounts are reclassified within the capital accounts based on their federal
tax basis treatment; temporary differences do not require reclassification.
The Company has an unused capital loss carryforward of $6,143,142
available for income tax purposes, to be applied against future net
security profits, if any, realized after October 31, 2002. If not applied,
2,261,586 of the carryover will expire in 2009 and 3,881,556 will expire in
2010.
At January 31, 2003, the tax basis of the Company's investments for
federal income tax purposes amounted to $10,229,485. The net unrealized
depreciation amounted to $6,267,387, which is comprised of gross unrealized
appreciation of $560,644 and aggregate gross unrealized depreciation of
$6,828,031.
(e) CASH EQUIVALENTS
The Company treats all highly-liquid financial instruments that mature
within three months as cash equivalents.
NOTE 2 -- INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND RELATED PARTY
TRANSACTIONS
Pursuant to an Investment Management Agreement ("Agreement"), United States
Trust Company of New York ("U.S. Trust NY") and U.S. Trust Company ("U.S.
Trust") serve as the Managing Investment Adviser to the Company. Under the
Agreement, for the services provided, the Managing Investment Adviser is
entitled to receive a management fee at the annual rate of 1.50% of the net
assets of the Company, determined as of the end of each fiscal quarter, that are
invested or committed to be invested in Portfolio Companies or Private Funds and
equal to an annual rate of 0.50% of the net assets of the Company, determined as
of the end of each fiscal quarter, that are invested in short-term investments
and are not committed to Portfolio Companies or Private Funds.
In addition to the management fee, the Company has agreed to pay the
Managing Investment Adviser an incentive fee in an amount equal to 10% of the
cumulative realized capital gains (net of realized capital losses and unrealized
net capital depreciation), less the aggregate amount of incentive fee payments
in prior years. If the amount of the incentive fee in any year is a negative
number, or cumulative net realized gains less net unrealized capital
depreciation at the end of any year is less than such amount calculated at the
end of the previous year, the Managing Investment Adviser will be required to
repay the Company all or a portion of the incentive fee previously paid.
9
On December 20, 2001, the Board (including a majority of the directors that
are not interested persons of the Company) approved an Investment Sub-Advisory
Agreement (the "Sub-Advisory Agreement") among the Company, U.S. Trust NY, U.S.
Trust and U.S. Trust Company, N.A. Pursuant to the Sub-Advisory Agreement, U.S.
Trust Company, N.A. serves as the investment sub-adviser to the Company and
receives an investment management fee from the Managing Investment Adviser.
U.S. Trust NY is a New York state-chartered bank and trust company and a
member bank of the Federal Reserve System. U.S. Trust is a Connecticut state
bank and trust company. U.S. Trust Company, N.A. is a nationally chartered bank.
Each is a wholly-owned subsidiary of U.S. Trust Corporation, a registered bank
holding company. U.S. Trust Corporation is a wholly-owned subsidiary of The
Charles Schwab Corporation.
Beginning January 1, 2002, PFPC, Inc. ("PFPC") began providing
administrative and accounting services to the Company pursuant to an
Administration and Accounting Services Agreement. Also beginning January 1,
2002, PFPC Trust Company began providing custodian services to the Company
pursuant to a Custodian Services Agreement. Beginning February 1, 2002, PFPC
began providing transfer agency services to the Company pursuant to a Transfer
Agency Agreement. For the services provided to the Company by PFPC and its
affiliates, PFPC is entitled to an annual fee of 0.02% of average net assets
plus reimbursement of reasonable expenses, subject to a base fee, payable
monthly.
The Managing Investment Adviser has voluntarily agreed to waive or
reimburse other operating expenses of the Company, exclusive of management fees,
to the extent they exceed 0.42% of the Company's net assets, and will waive or
reimburse, exclusive of management fees, all such expenses with respect to that
portion of the Company's net assets, determined as of the end of each fiscal
quarter, that is invested in short-term investments. This reimbursement amounted
to $37,844 for the three-months ended January 31, 2003.
Each director of the Company receives an annual fee of $9,000, plus a
meeting fee of $1,500 for each meeting attended, and is reimbursed for expenses
incurred for attending meetings. No person who is an officer, director or
employee of the Managing Investment Adviser, or U.S. Trust Corporation or its
subsidiaries, who serves as an officer, director or employee of the Company
receives any compensation from the Company.
NOTE 3 -- PURCHASES AND SALES OF SECURITIES
Excluding short-term investments, the Company's purchases and sales of
securities for the three-month period ended January 31, 2003 were $0 and $0
respectively. Excluding short-term investments, the Company's purchases and
sales of securities for the three-month period ended January 31, 2002 were $0
and $0 respectively.
The Company received distributions from private investment funds in the
amount of $389,050 for the three-month period ended January 31, 2003. The
Company received distributions from private investment funds in the amount of
$423,680 for the three-month period ended January 31, 2002.
NOTE 4 -- TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated company is a company in which the Company has ownership of
at least 5% of the voting securities. The Company did not receive dividend or
interest income from affiliated companies during the nine-month period ended
January 31, 2003. There were no transactions with companies, which are or were
affiliates during the period.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED JANUARY 31, 2003 AS COMPARED TO THE SIMILAR PERIOD IN
2002
The Company's net asset value per common share was $97.71 at January 31,
2003, down ($.68) per share from the net asset value per common share of $98.39
at October 31, 2002. This decrease is principally the result of a slight decline
in the valuations of private investment funds held by the Company. The Company's
net asset value per common share was $284.37 at January 31, 2002, down ($64.97)
per share from the net asset value per common share of $349.34 at October 31,
2001. This decrease is primarily the result of a return of capital distribution
of ($2,905,629) or ($71.81) per share paid to shareholders on January 7, 2002.
REALIZED AND UNREALIZED GAINS AND LOSSES FROM PORTFOLIO INVESTMENTS
For the three-month periods ended January 31, 2003 and 2002, the Company
had a net realized gain/loss on security transactions of $2,902 and
($2,550,001), respectively. For the three-month periods ended January 31, 2003
and 2002, the Company had a net change in unrealized appreciation/(depreciation)
on investments of ($14,007) and $2,888,257, respectively. The realized gain for
the period ended January 31, 2003 was the result of a final distribution
received from the Company's investment in CommSite International. The realized
loss recorded for the period ended January 31, 2002 was principally the result
of a write-off on AbTox, Inc. after the conclusion of the company's bankruptcy
proceeding. The net change in unrealized appreciation/(depreciation) for the
period ended January 31, 2003 was due to declines in the valuations of private
investment funds. For the same period ended January 31, 2002, the net change in
unrealized appreciation was principally the result of a reclassification of
AbTox from unrealized depreciation to realized loss.
INVESTMENT INCOME AND EXPENSES
For the three-month period ended January 31, 2003, the Company had
investment income of $3,139 and net operating expenses, net of expenses
reimbursed by the Managing Investment Adviser (as defined below) of $19,210,
resulting in a net investment loss of ($16,071) as compared to investment income
of $15,293 and net operating expenses, net of expenses reimbursed by the
Managing Investment Adviser of $42,974 resulting in a net investment loss of
($27,681) for the three-month period ended January 31, 2002. The primary reason
for the decrease in interest income was a decrease in assets invested in
short-term instruments. Net expenses declined mainly as a result of the
reduction in management advisory fees and other operating expenses of the
Company.
United States Trust Company of New York and U.S. Trust Company (together,
the "Managing Investment Adviser") provide investment management and
administrative services required for the operation of the Company. In
consideration of the services rendered by the Managing Investment Adviser, the
Company pays a management fee based upon a percentage of the net assets of the
Company invested or committed to be invested in certain types of investments and
an incentive fee based in part on a percentage of realized capital gains of the
Company. Such management fee is determined and payable quarterly. For the
three-month periods ended January 31, 2003 and 2002, the Managing Investment
Adviser earned $11,989 and $40,272 in management advisory fees, respectively. In
addition, for the three-month periods ended January 31, 2003 and 2002, the
change in allowance for the management incentive fee was $0 and ($33,826),
respectively. As of January 31, 2003, there is no incentive fee receivable from
the Adviser or payable by the Company. There was a payable by the Company to the
Adviser of $33,826 at January 31, 2002. For the same periods, the Managing
Investment Adviser reimbursed other operating expenses of the Company in the
amounts of $37,844 and $68,846, respectively, as a result of expenses incurred
in excess of those permitted pursuant to the Company's prospectus.
NET ASSETS
At January 31, 2003, the Company's net assets were $3,953,801, a decrease
of ($27,176) from net assets of $3,980,977 at October 31, 2002, resulting
primarily from an increase in unrealized depreciation during the three-month
period. The Company's net assets at January 31, 2002 were $11,506,595, a
decrease of ($2,628,880) from October 31, 2001 net assets of $14,135,475,
principally the result of a return of capital distribution of ($2,905,629)
11
or ($71.81) per share paid to shareholders on January 7, 2002.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2003, the Company held $17,045 in cash and $1,105,720 in
short-term investments as compared to $0 in cash and $412,474 in short-term
investments at October 31, 2002. The change in short-term investments from
October 31, 2002 was the result of distributions received from private
investment funds as well as the prior year incentive fee receivable paid by the
Adviser. As of January 31, 2003, the Company has contributed all of its
aggregate capital commitments to private funds, a total of $12 million, and does
not intend to make follow-on investments in the future. At January 31, 2002, the
Company held $0 in cash and $1,042,361 in short-term investments as compared to
$16,232 in cash and $3,014,351 in short-term investments at October 31, 2001.
The decrease in short-term investments from October 31, 2001 was due to a
distribution paid to shareholders on January 7, 2002.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Under the supervision of the Company's Valuation and Audit Committees,
consisting of the independent directors of the Company, the Investment Advisers
make certain critical accounting estimates with respect to the valuation of
private portfolio investments. These estimates could have a material impact on
the presentation of the Company's financial condition, because in total, they
currently represent 72.2% of the Company's net assets at January 31, 2003.
During the period ended January 31, 2003, changes to these estimates, i.e.
changes in the valuations of private investments, resulted in a slight decrease
in net asset value.
The value for securities for which no public market exists is difficult to
determine. Generally speaking, such investments will be valued on a "going
concern" basis without giving effect to any disposition costs. There is a range
of values that is reasonable for such investments at any particular time.
Because of the inherent uncertainty of valuation, the 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.
Initially, direct private company investments are valued based upon their
original cost until developments provide a sufficient basis for use of a
valuation other than cost. Upon the occurrence of developments providing a
sufficient basis for a change in valuation, direct private company investments
will be valued by the "private market" or "appraisal" methods of valuation. The
private market method shall only be used with respect to reliable third party
transactions by sophisticated, independent investors. The appraisal method shall
be based upon such factors affecting the company such as earnings, net worth,
reliable private sale prices of the company's securities, the market prices for
similar securities of comparable companies, an assessment of the company's
future prospects or, if appropriate, liquidation value. The values for the
investments referred to in this paragraph will be estimated regularly by the
Investment Adviser or a committee of the Board and, in any event, not less
frequently than quarterly. However, there can be no assurance that such value
will represent the return that might ultimately be realized by the Company from
the investments.
The valuation of the Company's private funds is based upon its pro-rata
share of the value of the assets of a private fund as determined by such private
fund, in accordance with its partnership agreement, constitutional or other
documents governing such valuation, on the valuation date. If such valuation
with respect to the Company's investments in private funds is not available by
reason of timing or other event on the valuation date, or are deemed to be
unreliable by the Investment Advisers, the Investment Advisers, under
supervision of the Board, shall determine such value based on its judgment of
fair value on the appropriate date, less applicable charges, if any.
The Investment Advisers also make estimates regarding discounts on market
prices of publicly traded securities where appropriate. For securities, which
have legal, contractual or practical restrictions on transfer, a discount of 10%
to 40% from the public market price will be applied.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
EQUITY PRICE RISK
At January 31, 2003, the Company's investment portfolio consisted of equity
securities of private investment funds, representing 72.2% of the investment
portfolio, which are not publicly traded. These investments are recorded at fair
value as determined by the Managing Investment Adviser in accordance with
valuation guidelines adopted by the Board of Directors. This method of valuation
does not result in increases or decreases in the fair value of these equity
securities in response to changes in market prices. Thus, these equity
securities are not subject to equity price risk normally associated with public
equity markets. At October 31, 2002, the Company held no investments in the
equity securities of public companies.
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures. The Company's
principal executive officers and principal financial officer, after evaluating
the effectiveness of the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) on March 13, 2003, have
concluded that, based on such evaluation, the Company's disclosure controls and
procedures were adequate and effective to ensure that material information
relating to the Company was made known to them by others within those entities,
particularly during the period in which this Quarterly Report on Form 10-Q was
being prepared.
(b) Changes in Internal Controls. There were no significant changes
in the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, nor were there
any significant deficiencies or material weaknesses in the Company's internal
controls. Accordingly, no corrective actions were required or undertaken.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13
(b) Reports on Form 8-K.
None.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
UST PRIVATE EQUITY INVESTORS FUND, INC.
Date: March 17, 2003 By: /s/ David I. Fann
--------------------------------
David I. Fann
Co-Chief Executive Officer
Date: March 17, 2003 By: /s/ Douglas A. Lindgren
--------------------------------
Douglas A. Lindgren
Co-Chief Executive Officer
Date: March 17, 2003 By: /s/ Brian F. Schmidt
--------------------------------
Brian F. Schmidt
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
I, David I. Fann, certify that:
1. I have reviewed this quarterly report on Form 10-Q of UST Private Equity
Investors Fund, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
15
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 17, 2003
/s/ David I. Fann
- -------------------
David I. Fann, Co-Chief Executive Officer
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
I, Douglas A. Lindgren, certify that:
1. I have reviewed this quarterly report on Form 10-Q of UST Private Equity
Investors Fund, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
16
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 17, 2003
/s/ Douglas A. Lindgren
- -------------------------
Douglas A. Lindgren, Co-Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Brian F. Schmidt, certify that:
1. I have reviewed this quarterly report on Form 10-Q of UST Private Equity
Investors Fund, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 17, 2003
/s/ Brian F. Schmidt
- ----------------------------
Brian F. Schmidt, Chief Financial Officer
17