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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 April 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 000-24856
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UST PRIVATE EQUITY INVESTORS FUND, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 13-3786385
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
114 West 47th Street, New York, NY 10036-1532
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(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 June 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.
The interim financial statements contained in this quarterly report 10Q
have been reviewed by Ernst & Young LLP, the Company's independent public
accountants.
INDEX PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements. 1
Portfolio of Investments as of April 30, 2003. 1
Statement of Assets and Liabilities at April 30, 2003 and October 31, 2002. 3
Statement of Operations for the six-month periods ended April 30, 2003 and April
30, 2002. 4
Statement of Operations for the three-month periods ended April 30, 2003 and April
30, 2002. 5
Statement of Changes in Net Assets for the six-month periods ended April 30, 2003
and April 30, 2002. 6
Statement of Cash Flows for the six-month periods ended April 30, 2003 and April
30, 2002. 7
Financial Highlights for the six-month periods ended April 30, 2003 and April 30,
2002. 8
Notes to Financial Statements. 9
Independent Accountant's Review Report. 12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations. 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk. 15
Item 4. Controls and Procedures. 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 15
Item 2. Changes in Securities and Use of Proceeds. 15
Item 3. Defaults Upon Senior Securities. 15
Item 4. Submission of Matters to a Vote of Security Holders. 15
Item 5. Other Information. 16
Item 6. Exhibits and Reports on Form 8-K. 16
SIGNATURES 17
CERTIFICATIONS 17
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
UST Private Equity Investors Fund, Inc.
Portfolio of Investments (Unaudited)
- -----------------------------------------------------------------------------------------------
April 30, 2003
----------------------------------------
PORTFOLIO STRUCTURE
- -------------------
PRIVATE INVESTMENT FUNDS $ 3,060,581 73.21%
PRIVATE COMPANIES --- 0.00%
SHORT-TERM INVESTMENTS:
AGENCY OBLIGATIONS 1,074,828 25.71%
INVESTMENT COMPANIES 30,822 0.74%
---------------- ------------------
TOTAL INVESTMENTS 4,166,231 99.66%
OTHER ASSETS & LIABILITIES (NET) 14,044 0.34%
---------------- ------------------
NET ASSETS $ 4,180,275 100.00%
================ ==================
Notes to Financial Statements are an integral part of these Financial
Statements.
1
UST Private Equity Investors Fund, Inc.
Portfolio of Investments (Unaudited)
- --------------------------------------------------------------------------------
April 30, 2003
Principal Acquisition Value
Amount/Shares Date ## (Note 1)
- ------------- ------- --------
AGENCY OBLIGATIONS - 25.71%
$ 1,075,000 Federal Farm Credit Bank Discount Notes 1.15%, 5/06/03
(Cost $1,074,828) $ 1,074,828
-------------
PRIVATE INVESTMENT FUNDS #, @ - 73.21%
Allegra Capital Partners III, LP 03/96 to 04/00 156,004
Brentwood Associates Buyout Fund II, LP 01/96 to 04/00 291,712
Bruckmann, Rosser, Sherrill & Co., LP 12/95 to 04/00 1,725,154
Morgenthaler Venture Partners IV, LP 12/95 to 04/00 427,728
Sevin Rosen Fund V, LP 04/96 to 04/00 205,450
Vanguard V, LP 05/96 to 02/99 254,533
-------------
Total - Private Investment Funds (Cost $6,942,038) 3,060,581
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 - 0.74%
30,822 Dreyfus Government Cash Management Fund (Cost $30,822) 30,822
-------------
TOTAL INVESTMENTS (Cost $10,197,688*) - 99.66% 4,166,231
OTHER ASSETS & LIABILITIES (NET) - 0.34% 14,044
-------------
NET ASSETS -- 100.00% $ 4,180,275
=============
* Aggregate cost for federal tax and book purposes.
** At April 30, 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
April 30, 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 April 30, 2003 aggregated
$9,092,038. Total market value of restricted securities owned at April 30,
2003 was $3,060,581 or 73.21% 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 (Unaudited)
- --------------------------------------------------------------------------------
April 30, 2003 October 31, 2002
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(Unaudited)
ASSETS:
Investment Securities, at Cost $ 10,197,688 $ 9,922,387
================ ==================
Investment Securities, at Value $ 4,166,231 $ 3,669,007
Cash 55,962 ---
Receivables:
Interest 30 274
From Investment Adviser (Note2) 43,682 479,962
Prepaid Assets 1,585 3,148
---------------- ------------------
Total Assets 4,267,490 4,152,391
---------------- ------------------
LIABILITIES:
Directors' Fees Payable (Note 2) 29,753 60,000
Professional Fees Payable 24,285 83,254
Management Fees Payable (Note 2) 12,807 13,714
Administration Fees Payable (Note 2) 1,915 1,865
Accrued Expenses and Other Payables 18,455 12,581
---------------- ------------------
Total Liabilities 87,215 171,414
---------------- ------------------
NET ASSETS $ 4,180,275 $ 3,980,977
================ ==================
NET ASSETS consist of:
Undistributed Net Investment Loss $ (25,527) $ ---
Accumulated Net Realized Loss on Investments (6,140,240) (6,143,142)
Net Unrealized Depreciation on Investments (6,031,457) (6,253,380)
Par Value 405 405
Paid in Capital 16,377,094 16,377,094
---------------- ------------------
Total Net Assets $ 4,180,275 $ 3,980,977
================ ==================
Shares of Common Stock Outstanding 40,463 40,463
---------------- ------------------
NET ASSET VALUE PER SHARE $ 103.31 $ 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)
- --------------------------------------------------------------------------------
Six Months Ended
April 30,
2003 2002
---------------- -------------
INVESTMENT INCOME:
Interest Income $ 5,988 $ 24,830
Dividend Income 389 ---
-------------- -----------
Total Income 6,377 24,830
-------------- -----------
EXPENSES:
Professional Fees 39,954 64,764
Directors' Fees (Note 2) 29,753 29,753
Management Investment Advisory Fees (Note 2) 24,797 61,986
Shareholder Reports 10,216 10,217
Administrative Fees (Note 2) 5,728 13,150
Insurance Expense 1,716 3,372
Custodial Fees 522 8,083
Miscellaneous Expense 744 744
-------------- -----------
Total Expenses 113,430 192,069
Fees Waived and Expenses Reimbursed by
Adviser (Note 2) (81,526) (107,539)
-------------- -----------
Net Expenses 31,904 84,530
-------------- -----------
NET INVESTMENT LOSS (25,527) (59,700)
-------------- -----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net Realized Gain (Loss) on Security Transactions 2,902 (2,546,640)
Change in Unrealized Appreciation (Depreciation)
on Investments 221,923 (532,371)
-------------- -----------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS 224,825 (3,079,011)
Change in Management Incentive Fee --- 307,901
-------------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 199,298 $ (2,830,810)
============== ===========
Notes to Financial Statements are an integral part of these Financial
Statements.
4
UST Private Equity Investors Fund, Inc.
Statement of Operations (Unaudited)
- --------------------------------------------------------------------------------
Three Months Ended
April 30,
2003 2002
----------------------- -----------------------
INVESTMENT INCOME:
Interest Income $ 3,147 $ 9,537
Dividend Income 91 ---
----------------------- -----------------------
Total Income 3,238 9,537
----------------------- -----------------------
EXPENSES:
Professional Fees 19,501 31,845
Directors' Fees (Note 2) 14,630 14,630
Management Investment Advisory Fees (Note 2) 12,808 21,714
Shareholder Reports 5,023 5,023
Administrative Fees (Note 2) 2,794 2,173
Insurance Expense 985 1,279
Custodial Fees 270 3,505
Miscellaneous Expense 365 80
----------------------- -----------------------
Total Expenses 56,376 80,249
Fees Waived and Expenses Reimbursed by Adviser
(Note 2) (43,682) (38,693)
----------------------- -----------------------
Net Expenses 12,694 41,556
----------------------- -----------------------
NET INVESTMENT LOSS (9,456) (32,019)
----------------------- -----------------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net Realized Gain on Security Transactions --- 3,361
Change in Unrealized Appreciation (Depreciation)
on Investments 235,930 (3,420,628)
----------------------- -----------------------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS 235,930 (3,417,267)
Change in Management Incentive Fee --- 341,727
----------------------- -----------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 226,474 $ (3,107,559)
======================= =======================
Notes to Financial Statements are an integral part of these Financial
Statements.
5
UST Private Equity Investors Fund, Inc.
Statement of Changes in Net Assets (Unaudited)
- --------------------------------------------------------------------------------
Six Months Ended
April 30,
2003 2002
------------------------ ------------------------
OPERATIONS:
Net Investment Loss $ (25,527) $ (59,700)
Net Realized Gain (Loss) on Investments 2,902 (2,546,640)
Change in Unrealized Appreciation (Depreciation) on
Investments 221,923 (532,371)
Change in Allowance for Management
Incentive Fee --- 307,901
------------------------ ------------------------
Net Increase (Decrease) in Net Assets
Resulting From Operations 199,298 (2,830,810)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Return of Capital --- (2,905,629)
------------------------ ------------------------
NET INCREASE (DECREASE) IN NET ASSETS 199,298 (5,736,439)
NET ASSETS:
Beginning of Period 3,980,977 14,135,475
------------------------ ------------------------
End of Period $ 4,180,275 $ 8,399,036
======================== ========================
Notes to Financial Statements are an integral part of these Financial
Statements.
6
UST Private Equity Investors Fund, Inc.
Statement of Cash Flows (Unaudited)
- --------------------------------------------------------------------------------
Six Months Ended April 30,
2003 2002
------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Increase (Decrease) in Net Assets resulting from Operations ....... $ 199,298 $ (2,830,810)
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 .... (221,923) 532,371
Change in short-term investments ................................... (693,176) 1,709,638
Proceeds from dispositions of investments .......................... 420,777 583,134
Realized loss (gain) on investments ................................ (2,902) 2,546,640
Decrease in interest receivable .................................... 244 542
Decrease in receivable from investment adviser ..................... 436,280 443,678
Decrease in prepaid insurance ...................................... 1,563 3,372
Decrease in expenses payable ....................................... (84,199) (99,168)
-------------- --------------
Net cash provided by operating activities ......................... 55,962 2,889,397
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to shareholders .......................................... -- (2,905,629)
-------------- --------------
Net cash provided by financing activities ......................... -- (2,905,629)
-------------- --------------
Net change in cash ................................................ 55,962 (16,232)
-------------- --------------
Cash at beginning of period ...................................... -- 16,232
-------------- --------------
Cash at end of period ............................................ $ 55,962 $ --
============== ==============
Notes to Financial Statements are an integral part of these Financial
Statements.
7
UST Private Equity Investors Fund, Inc.
Financial Highlights (Unaudited)
- --------------------------------------------------------------------------------
Per Share Operating Performance: (1)
Six Months Ended
April 30, 2003
2003 2002
---------------------- ----------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 98.39 $ 349.34
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Loss (0.63) (1.47)
Net Realized and Unrealized Gain (Loss) on Investments 5.55 (76.10)
Change in Allowance for Management Incentive Fee -- 7.61
---------------------- ----------------------
Total from Investment Operations 4.92 (69.96)
---------------------- ----------------------
DISTRIBUTIONS:
Return of Capital -- (71.81)
---------------------- ----------------------
Total Distributions -- (71.81)
---------------------- ----------------------
NET ASSET VALUE, END OF PERIOD $ 103.31 $ 207.57
====================== ======================
TOTAL NET ASSET VALUE RETURN (3),(4) 5.01% (20.03)%
====================== ======================
Ratios and supplemental data:
Net Assets, End of Period (000's) $ 4,180 $ 8,399
Ratios to Average Net Assets (2)
Gross Expenses (5) 5.62% 3.39%
Net Expenses 1.58% 1.49%
Net Investment (Loss) (1.26)% (1.05)%
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
Company during the period, and assumes dividends and distributions, if any,
were reinvested. The Company'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.
8
UST Private Equity Investors Fund, Inc.
Notes to Financial Statements (Unaudited)
April 30, 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.
The financial information for the Company as of April 30, 2003 and 2002 and
for the three and six-month periods then ended is unaudited, but includes all
adjustments (consisting only of normal recurring accruals) which, in the opinion
of management are necessary in order to make the financial statements not
misleading at such dates and for those periods. These financial statements have
been prepared in accordance with the instructions for Form 10-Q and, therefore,
do not include all information and footnotes required by accounting principles
generally accepted in the United States. These financial statements should be
read in conjunction with the audited financial statements and related notes
included in the Company's Form 10-K for the year ended October 31, 2002.
Operating results for the three or six months ended April 30, 2003 are not
necessarily indicative of the results that may be expected for the entire year.
(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.
The valuation of the Company's private funds is based upon its
pro-rata share of the value of the assets of a
9
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
Managing Investment Adviser, the Managing Investment Adviser, 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.
At April 30, 2003, market quotations were not readily available for
securities valued at $3,060,581. 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.
(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 receipt 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 April 30, 2003, the tax basis of the Company's investments for
federal income tax purposes amounted to $10,197,688. The net unrealized
depreciation amounted to $6,031,457, which is comprised of gross unrealized
appreciation of $752,813 and aggregate gross unrealized depreciation of
$6,784,270.
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") served during the reporting period 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,
10
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. Pursuant to a sub-advisory
agreement among the Company, U.S. Trust NY, U.S. Trust and U.S. Trust Company,
N.A., U.S. Trust Company, N.A. served during the reporting period as the
investment sub-adviser to the Company and received an investment management fee
from the Managing Investment Adviser.
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.
U.S. Trust NY is a New York state-chartered bank and trust company and a
member bank of the Federal Reserve System. Effective June 1, 2003, U.S. Trust
Company merged into U.S. Trust Company, N.A., a nationally chartered bank. As a
result, U.S. Trust Company, N.A., acting through its registered investment
advisory division, U.S. Trust Company, N.A. Asset Management Division, will
serve as Managing Investment Adviser to the Company. Pursuant to an assumption
agreement dated June 1, 2003, U.S. Trust Company, N.A. has assumed the duties
and obligations of U.S. Trust Company under the Agreement. The merger will have
no impact on the management or operations of the investment advisory functions
performed for the Company and does not constitute a change in control. U.S.
Trust NY and U.S. Trust Company, N.A. are each 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 $81,526 for the six months ended April 30, 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 six-month period ended April 30, 2003 were $0 and $0
respectively. Excluding short-term investments, the Company's purchases and
sales of securities for the six-month period ended April 30, 2002 were $0 and
$3,361 respectively.
The Company received distributions from private investment funds in the
amount of $420,777 for the six-month period ended April 30, 2003. The Company
received distributions from private investment funds in the amount of $579,773
for the six-month period ended April 30, 2002.
Note 4 -- Transactions with Affiliated Portfolio 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 six-month period ended
11
April 30, 2003. There were no transactions with companies, which are or were
affiliates during the period.
Independent Accountant's Review Report
To the Shareholders and Board of Directors of
UST Private Equity Investors Fund, Inc.
We have reviewed the accompanying statement of assets and liabilities of UST
Private Equity Investors Fund, Inc. ("the Fund"), including the portfolio of
investments, as of April 30, 2003, the related statements of operations for the
three-month and six-month periods ended April 30, 2003 and 2002, and the
statement of changes in net assets, the statement of cash flows, and the
financial highlights for the six-month periods ended April 30, 2003 and 2002.
These financial statements and financial highlights are the responsibility of
the Fund's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements and financial highlights
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the statement of assets and liabilities,
including the portfolio of investments, as of October 31, 2002, the related
statements of operations and cash flows for the year then ended, the statement
of changes in net assets for each of the two years then ended and the financial
highlights for each of the five years then ended (not presented herein) and in
our report dated December 17, 2002, we expressed an unqualified opinion on such
financial statements and financial highlights.
ERNST & YOUNG LLP
Boston, Massachusetts
June 11, 2003
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Six-month Period Ended April 30, 2003 as Compared to the Similar Period in 2002
Realized and Unrealized Gains and Losses from Portfolio Investments
For the six-month periods ended April 30, 2003 and 2002, the Company had a
net realized gain/loss on security transactions of $2,902 and ($2,546,640),
respectively. For the six-month periods ended April 30, 2003 and 2002, the
Company had a net change in unrealized appreciation/(depreciation) on
investments of $221,923 and ($532,371), respectively. The realized gain for the
period ended April 30, 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 April 30, 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 April 30,
2003 was due to increases in the valuations of private investment funds. For the
same period ended April 30, 2002, the net change in unrealized appreciation was
principally the result of a reclassification of AbTox from unrealized
depreciation to realized loss (an increase), offset by declines in the
valuations of private investment funds held by the Company.
Investment Income and Expenses
For the six-month period ended April 30, 2003, the Company had investment
income of $6,377 and net operating expenses, net of expenses reimbursed by the
Managing Investment Adviser (as defined below) of $31,904, resulting in a net
investment loss of ($25,527) as compared to investment income of $24,830 and net
operating expenses, net of expenses reimbursed by the Managing Investment
Adviser of $84,530 resulting in a net investment loss of ($59,700) for the
six-month period ended April 30, 2002. The primary reason for the decrease in
investment income was a decrease in assets invested in short-term instruments as
well as a decline in short-term interest rates. Net expenses declined mainly as
a result of the reduction in management advisory fees and professional fees.
For the three-month period ended April 30, 2003, the Company had
investment income of $3,238 and net operating expenses, net of expenses
reimbursed by the Managing Investment Adviser (as defined below) of $12,694,
resulting in a net investment loss of ($9,456) as compared to investment income
of $9,537 and net operating expenses, net of expenses reimbursed by the Managing
Investment Adviser of $41,556, resulting in a net investment loss of ($32,019)
for the three-month period ended April 30, 2002. The decrease in investment
income was a result of the decrease in assets invested in short-term instruments
as well as a decline in short-term interest rates. Net expenses declined because
of a reduction in management advisory fees and professional fees.
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
six-month periods ended April 30, 2003 and 2002, the Managing Investment Adviser
earned $24,797 and $61,986 in management advisory fees, respectively. In
addition, for the six-month periods ended April 30, 2003 and 2002, the change in
allowance for the management incentive fee was $0 and $307,901, respectively. As
of April 30, 2003, there is no incentive fee receivable from the Managing
Investment Adviser or payable by the Company. There was an incentive fee
receivable to the Company by the Managing Investment Adviser of $307,901 at
April 30, 2002. For the six-month periods ended April 30, 2003 and 2002, the
Managing Investment Adviser reimbursed other operating expenses of the Company
in the amounts of $81,526 and $107,539, respectively, as a result of expenses
incurred in excess of those permitted pursuant to the Company's prospectus.
Net Assets
At April 30, 2003, the Company's net assets were $4,180,275 or a net asset
value per common share of
13
$103.31, up $4.92 per share. This represents an increase of $199,298 from net
assets of $3,980,977 at October 31, 2002 or a net asset value per common share
of $98.39. This increase is principally the result of an increase in the
valuations of private investment funds held by the Company.
Liquidity and Capital Resources
The Company has focused its investments in the private equity securities
of expansion and later stage venture capital companies and middle-market
companies that the Company believes offer significant long-term capital
appreciation. The Company may offer managerial assistance to certain of these
companies. The Company invests its available cash in short-term investments of
marketable securities pending distribution to shareholders.
The Company made no follow-on investments in the six-month period ended
April 30, 2002. At April 30, 2003, the Company held $55,962 in cash and
$1,105,650 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
Managing Investment Adviser. As of April 30, 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.
The Company believes that its liquidity and capital resources are adequate
to satisfy its operational needs.
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 Managing Investment
Adviser makes 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 73.2% of the Company's net assets at
April 30, 2003. During the six-month period ended April 30, 2003, changes to
these estimates, i.e. changes in the valuations of private investments, resulted
in a $221,923 increase 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
Managing 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 Managing Investment Adviser, the Managing Investment Adviser,
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 Managing Investment Adviser also makes estimates regarding discounts
on market prices of publicly traded
14
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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Equity Price Risk
At April 30, 2003, the Company's investment portfolio consisted of
securities of private investment funds, currently representing 73.2% of net
assets, 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 securities
in response to changes in market prices. Thus, these securities are not subject
to equity price risk normally associated with public equity markets, except that
to the extent that the private investment funds hold underlying public
securities, the Company is indirectly exposed to equity price risk associated
with the public markets. At April 30, 2003, the Company directly held no
investments in the equity securities of public companies.
Item 4. Controls and Procedures.
(a) The Company has established and maintained disclosure controls and
procedures which are designed to provide reasonable assurance that material
information relating to the Company is made known to its Co-Chief Executive
Officers and its Treasurer. The Company has established a Disclosure Committee,
which is made up of several key management employees of the Managing Investment
Adviser and its affiliates, that report directly to the Company's Co-Chief
Executive Officers and Treasurer. The Disclosure Committee monitors and
evaluates these disclosure controls and procedures. The Co-Chief Executive
Officers and Treasurer have evaluated the effectiveness of the Company's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this report. Based on this evaluation, the Co-Chief Executive
Officers and Treasurer have concluded that the Company's disclosure controls and
procedures were effective in providing reasonable assurance that material
information relating to the Company was made known to them during the period
covered in this report. However, at the time the evaluation occurred, it was
noted that the quarterly reports of the Company filed on Form 10-Q for the
fiscal quarters ended April 30, 2001 and 2002 and July 31, 2001 and 2002 did not
include Statements of Operations for the three month periods then ended and for
the corresponding periods of the prior years. Such information is included in
this Quarterly Report on Form 10-Q, and the Company will file appropriate
amendments to its prior Reports.
(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.
15
The Annual Meeting of Shareholders of the Company was held at the offices
of United States Trust Company 114 West 47th Street, New York, New York 10036 at
10:00 a.m. (New York time) on March 21, 2003 (the "Meeting"). Of the 40,463
shares outstanding as of January 24, 2003, the record date for the Meeting,
21,226 were present or represented by proxy at the Meeting. The shareholders of
the Company approved the following matter: to elect each of Mr. Hover, Mr.
Bernstein, Mr. Murphy and Mr. Imbimbo as Directors of the Company. The results
of the voting for this proposal were as follows:
1. Election of Directors: For Withheld
--- --------
John C. Hover II 21,071 155
Gene M. Bernstein 21,121 105
Stephen V. Murphy 21,121 105
Victor F. Imbimbo, Jr. 21,121 105
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
15 Independent Accountants' Acknowledgement Letter
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
None.
16
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: June 16, 2003 By: /s/ David I. Fann
-----------------------------------------
David I. Fann
Co-Chief Executive Officer
Date: June 16, 2003 By: /s/ Douglas A. Lindgren
-----------------------------------------
Douglas A. Lindgren
Co-Chief Executive Officer
Date: June 16, 2003 By: /s/ Robert F. Aufenanger
-----------------------------------------
Robert F. Aufenanger
Treasurer
(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):
17
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: June 16, 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
18
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: June 16, 2003
/s/ Douglas A. Lindgren
- ---------------------------
Douglas A. Lindgren, Co-Chief Executive Officer
CERTIFICATION OF TREASURER
I, Robert F. Aufenanger, 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: June 16, 2003
/s/ Robert F. Aufenanger
- ----------------------------
Robert F. Aufenanger, Treasurer
19