THE PACIFIC CORPORATE GROUP
PRIVATE EQUITY FUND
Financial Statements
(Unaudited)
For the Three Months Ended
June 30, 2000
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
BALANCE SHEET (Unaudited)
June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Portfolio investments at fair value (cost $78,450,081) $ 90,902,057
Short-term investments, at amortized cost 27,528,107
Cash and cash equivalents 4,737,619
Receivable from indirect investments 11,782
Accrued interest 8,929
Prepaid expenses and other assets 359,520
----------------
TOTAL ASSETS $ 123,548,014
================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 62,244
----------------
Total liabilities 62,244
----------------
Shareholders' equity:
Shares of beneficial interest, 108,659.8075 shares issued and outstanding:
Adviser Trustee (500 shares) 568,222
Beneficial Shareholders (108,159.8075 shares) 122,917,548
----------------
Total shareholders' equity 123,485,770
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 123,548,014
================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Fair Value
% of
Cost Fair Value Net Assets
Direct Investments:
ADCO Global, Inc.
Raleigh, NC
Adhesives, sealants and coatings
10,000 shares of redeemable exchangeable
cumulative preferred stock $ 1,000,000 $ 1,000,000
100,000 shares of common stock 1,000,000 1,000,000
---------------- ----------------
2,000,000 2,000,000 1.62%
---------------- ----------------
HCS Holdings, Inc.
Beaumont, TX
Home healthcare supplies
27,000 shares of Series A redeemable preferred stock 2,700,000 2,700,000
30,000 shares of Class A common stock 300,000 300,000
---------------- ----------------
3,000,000 3,000,000 2.43%
---------------- ----------------
Integra Telecom, Inc.
Portland, OR
Facilities-based, integrated communications provider
4,000,000 shares of Series F preferred stock 4,000,000 4,000,000
Warrant to purchase 3,561,086 shares of Class A voting
common stock at $.001 per share, expiring 1/14/10 0 0
---------------- ----------------
4,000,000 4,000,000 3.24%
---------------- ----------------
IRMC Holdings, Inc.
Columbus, OH
Accounts receivable management and teleservices
28,480 shares of 8% Series A cumulative
redeemable preferred stock 2,848,000 2,848,000
71,200 shares of Class A common stock 712,000 712,000
---------------- ----------------
3,560,000 3,560,000 2.88%
---------------- ----------------
VS&A-DTN, LLC
New York, NY
Holding company for investment in Data Transmission
Network Corporation, a business-to-business e-commerce
and information services company serving the agriculture,
weather, energy and financial services industries
1.915% membership interest in VS&A-DTN, LLC 3,750,000 3,750,000 3.04%
VS&A HW Holding, LLC (a)
Washington, D.C
Holding company for investment in Hanley-Wood, LLC,
a business to business company providing publishing trade
show and related media for residential building industry
2.3077% membership interest in VS&A HW Holding LLC 3,000,000 3,000,000 2.43%
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited), continued
As of June 30, 2000
Fair Value
% of
Cost Fair Value Net Assets
Zhone Investors VIII, LLC
La Jolla, CA
Holding company for investment in Zhone Technologies,
Inc., a next generation telecommunications equipment,
services and solutions provider located in Oakland, CA
69.8% Class A membership interest in Zhone Investors VIII, LLC $ 1,801,000 $ 1,801,000 1.46%
---------------- ---------------- --------
Total Direct Investments 21,111,000 21,111,000 17.10%
---------------- ---------------- --------
Indirect Investments:
Alta California Partners II, L.P. 2,102,700 3,327,537 2.70%
$4,000,000 original capital commitment
1.783% limited partnership interest
American Securities Partners II, L.P. 2,861,436 2,796,623 2.27%
$5,000,000 original capital commitment
1.429% limited partnership interest
Apollo Investment Fund IV, L.P. 3,579,797 5,057,365 4.10%
$5,000,000 original capital commitment
.139% limited partnership interest
Atlas Venture Fund IV, L.P. 1,112,959 1,405,175 1.14%
$1,540,000 original capital commitment
.492% limited partnership interest
Aurora Equity Partners II L.P. 2,042,848 1,891,055 1.53%
$5,000,000 original capital commitment
.663% limited partnership interest
Bedrock Capital Partners I, L.P. 4,606,014 9,596,448 7.77%
$5,000,000 original capital commitment
4.189% limited partnership interest
CVC European Equity Partners II L.P. 5,054,448 4,512,238 3.65%
$7,500,000 original capital commitment
.397% limited partnership interest
Exxel Capital Partners V, L.P. 2,376,327 2,410,590 1.95%
$2,500,000 original capital commitment
.294% limited partnership interest
Fenway Partners Capital Fund II, L.P. 1,363,831 1,195,897 .97%
$5,000,000 original capital commitment
.550% limited partnership interest
First Reserve Fund VIII, L.P. 2,676,298 2,985,099 2.42%
$5,000,000 original capital commitment
.616% limited partnership interest
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited), continued
As of June 30, 2000
Fair Value
% of
Cost Fair Value Net Assets
Hicks, Muse, Tate & Furst Equity Fund IV, L.P. $ 4,477,040 $ 5,781,804 4.68%
$5,000,000 original capital commitment
.124% limited partnership interest
Hicks, Muse, Tate & Furst Latin America Fund, L.P. 2,277,668 2,293,035 1.86%
$2,500,000 original capital commitment
.260% limited partnership interest
Parthenon Investors, L.P. 2,373,061 2,300,259 1.86%
$3,500,00 original capital commitment
.990% limited partnership interest
Providence Equity Partners III, L.P. 1,843,917 2,423,526 1.96%
$3,500,000 original capital commitment
.372% limited partnership interest
Sentinel Capital Partners II, L.P. 2,132,610 1,956,513 1.58%
$5,000,000 original capital commitment
3.973% limited partnership interest
Sprout Capital VIII, L.P.(b) 4,195,929 5,224,137 4.23%
$5,000,000 original capital commitment
.667% limited partnership interest
Thomas H. Lee Equity Fund IV, L.P. 7,801,772 10,446,390 8.46%
$10,000,000 original capital commitment
.313% limited partnership interest
Triumph Partners III, L.P. 3,628,494 3,433,463 2.78%
$5,000,000 original capital commitment
.831% limited partnership interest
VS&A Communications Partners III, L.P. 831,932 753,903 .61%
$3,000,000 original capital commitment
.350% limited partnership interest
---------------- ---------------- --------
Total Indirect Investments 57,339,081 69,791,057 56.52%
---------------- ---------------- --------
Total Portfolio Investments(c) $ 78,450,081 $ 90,902,057 73.62%
================ ================ ========
</TABLE>
(a) VS&A HW Holding, LLC is held by PEF Direct, Inc., a wholly owned subsidiary
of the Trust.
(b) In April 2000, the Trust received an in-kind distribution from Sprout
Capital VIII, L.P. of 4,077 common shares of CNET Networks, Inc. valued
at $138,159 as of the distribution date. The Trust sold the CNET shares
in May 2000 for $170,637, realizing a gain of $150,456.
(c) In April 2000, the Trust sold 9,774 common shares of Cisco Systems,Inc.
for $634,675, realizing a gain of $489,971.
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
STATEMENT OF OPERATIONS (Unaudited)
For the Three Months Ended June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Income and Expenses
Interest from short-term investments $ 518,568
------------
Expenses:
Management fee 345,582
Accounting and administrative fees 32,450
Legal fees 19,219
Independent Trustee fees 11,625
Custody fees 15,750
Insurance expense 18,640
Miscellaneous 6,347
------------
Total expenses 449,613
------------
Net investment income 68,955
------------
Net Change in Net Assets from Portfolio Investments
Change in unrealized appreciation of Distributed Investments (728,926)
Realized gain from Distributed Investments 640,427
------------
Net change in net assets from Distributed Investments (88,499)
------------
Change in unrealized appreciation or depreciation of
Indirect Investments (128,071)
Expenses paid in connection with Indirect Investments (32,894)
Realized gains/income received from Indirect Investments 129,081
------------
Net change in net assets from Indirect Investments (31,884)
------------
Net Decrease in Net Assets Resulting from Operations $ (51,428)
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
For the Three Months Ended June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Adviser Beneficial
Trustee Shareholders Total
Balance as of March 31, 2000 $ 568,459 $ 122,968,739 $ 123,537,198
Net decrease in net assets from operations (237) (51,191) (51,428)
------------- ------------------ ------------------
Balance as of June 30, 2000 $ 568,222 $ 122,917,548(A) $ 123,485,770
============= ================== ==================
</TABLE>
(A) The net asset value per share of beneficial interest was $1,136.44 as of
June 30, 2000.
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
STATEMENT OF CASH FLOWS (Unaudited)
For the Three Months Ended June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS PROVIDED FROM OPERATING ACTIVITIES
Net decrease in net assets from operations $ (51,428)
Adjustments to reconcile net decrease in net assets from operations to net cash
provided from operating activities:
Net change in net assets from Distributed Investments 88,499
Net change in net assets from Indirect Investments 31,884
Decrease in accrued interest 23,169
Decrease in prepaid expenses and other assets 49,534
Decrease in accounts payable and accrued expenses (24,118)
----------------
Net cash provided from operating activities 117,540
----------------
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Net return of short-term investments 10,129,000
Cost of Direct Investments purchased (4,351,000)
Capital contributed to Indirect Investments (6,091,814)
Return of capital distributions received from Indirect Investments 163,347
Expenses paid in connection with Indirect Investments (32,894)
Realized gains/income received from Indirect Investments 178,747
Proceeds from the sale of Distributed Investments 805,312
----------------
Net cash provided from investing activities 800,698
----------------
Increase in cash and cash equivalents 918,238
Cash and cash equivalents at beginning of period 3,819,381
----------------
Cash and cash equivalents at end of period $ 4,737,619
================
Supplemental disclosure of non-cash investing activities:
Value of in-kind distributions received from Indirect Investments $ 138,159
================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
FINANCIAL HIGHLIGHTS (Unaudited)
For the Three Months Ended June 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
THE FOLLOWING PER SHARE DATA AND RATIOS HAVE BEEN DERIVED FROM INFORMATION
PROVIDED IN THE FINANCIAL STATEMENTS.
Increase (Decrease) in Net Asset Value
Per Share Operating Performance:
Net asset value, beginning of period $ 1,136.92
Net investment income $ .63
Net change in net assets from portfolio investments (1.11)
---------
Net decrease in net assets from operations (.48)
-------------
Net asset value, end of period $ 1,136.44
=============
Total investment return (.17)%
==============
Ratios to Average Net Assets:
Investment expenses 1.46%
==============
Net income (.17)%
==============
Supplemental Data:
Net assets, end of period $ 123,485,770
=================
Portfolio turnover 0.93%
==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. Organization and Purpose
The Pacific Corporate Group Private Equity Fund (the "Trust") is a Delaware
business trust, formed on September 22, 1997. The Trust, which began operations
on February 9, 1998 ("Commencement of Operations"), is registered under the
Investment Company Act of 1940, as amended, as a closed-end management
investment company. Pacific Corporate Group, Inc., the Adviser Trustee of the
Trust (the "Adviser Trustee") manages the investment policies and operations of
the Trust. The Adviser Trustee and four individual Trustees (collectively the
"Trustees"), three of whom are not affiliated with the Adviser Trustee (the
"Independent Trustees"), are responsible for the overall supervision of the
Trust.
The objective of the Trust is to achieve, through selected private market equity
and equity-related investments, rates of return superior to public market
investment alternatives, while reducing risks through the diversification of
investments within the private market. The Trust seeks to achieve this objective
through investments primarily in a portfolio of partnerships ("Indirect
Investments") and, with respect to up to 25% of committed capital, direct
investment in private or public operating companies ("Direct Investments").
The Trust is scheduled to terminate on December 31, 2009, subject to extension
in the sole discretion of the Trustees, for up to three additional one-year
periods.
2. Summary of Significant Accounting Policies
Valuation of Investments - Short-term investments are valued at amortized cost,
which approximates market. Portfolio investments are carried at fair value as
determined quarterly by the Adviser Trustee in accordance with procedures
established by the Trustees.
In determining the fair value of the Trust's Indirect Investments, the Adviser
Trustee considers, among other things, the valuations provided by the general
partner managers of such investments. The valuations provided by the general
partner managers are reflected by the fair value of the Trust's capital account
balance for each such Indirect Investment. The capital account balance for each
Indirect Investment includes capital contributed by the Trust, distributions
received by the Trust and the Trust's allocated share of the Indirect
Investment's profits and losses, including unrealized profits and losses. Such
allocations reflect certain fees and expenses incurred by the Indirect
Investment entity and drawn against that entity's cash position. The Trust's
capital account balance for each Indirect Investment is reviewed by the Adviser
Trustee for reasonableness and the fair value of each Indirect Investment may be
adjusted in the discretion of the Adviser Trustee. No such adjustments have been
made as of June 30, 2000.
The fair value of Direct Investments and securities received from Indirect
Investments ("Distributed Investments") is determined by the Adviser Trustee as
follows: (i) unrestricted publicly-held securities for which market quotations
are readily available are valued at the closing public market price for the last
trading day of the accounting period, (ii) restricted publicly-held securities
may be valued at a discount from the closing public market price, depending on
the circumstances; and (iii) privately-held securities are valued at cost until
significant developments affecting the portfolio company provide a basis for
change in valuation. Factors to be considered in arriving at a change in
valuation of such privately-held securities include the price of recent
transactions in the company's securities and the company's earnings, sales and
book value.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued
The values assigned to portfolio investments are based on available information
and do not necessarily represent amounts that might ultimately be realized,
since such amounts depend on future circumstances that cannot be determined
until the investments are actually liquidated. Because of the inherent
uncertainty of valuation, the assigned values may differ significantly from the
values that would have been used had a ready market for the investments existed,
and the differences could be material.
The Trust's Direct Investments are restricted as to resale. Additionally, the
Trust's Indirect Investments in limited partnerships may be illiquid due to
provisions of the limited partnership agreements restricting the sale of
partnership interests.
Security Transactions and Investment Income - Security transactions are
accounted for on the date the security is purchased or sold (trade date). Costs
used in determining realized gains and losses on the sale of investment
securities are those of the specific securities sold. Interest income is
recorded on the accrual basis.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Currency Risk - Although the majority of the Trust's investments are denominated
in U.S. dollars, the Trust may invest in securities denominated in currencies
other than its reporting currency, the U.S. dollar. Consequently, the Trust is
exposed to risk that the exchange rate of the U.S. dollar relative to other
currencies may change in a manner which has an adverse effect on the reported
value of that portion of the Trust's assets which are denominated in currencies
other than the U.S. dollar.
Syndication Costs - Selling commissions of $1,926,568 and other costs associated
with selling shares of the Trust totaling $568,126 have been recorded as a
direct reduction to shareholders' equity since the inception of the Trust.
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the shareholders for inclusion in their respective tax
returns.
Statement of Cash Flows - The Trust considers its interest-bearing account to be
a cash equivalent.
Financial Instruments - The Trust carries its financial instruments at amounts
which approximate fair value.
3. Shareholders' Equity
In connection with the issuance of 108,659.8075 shares of beneficial interest
(the "Shares") of the Trust, shareholders contributed capital totaling $110.6
million, including a $500,000 capital contribution from the Adviser Trustee. The
Trust paid selling commissions of $1.9 million in connection with the sale of
the shares.
<PAGE>
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued
4. Management Fee
The Adviser Trustee receives a management fee at the annual rate of 1.25% of the
aggregate capital commitments to the Trust, reduced by capital returned and
realized investment losses. Such fee is determined and payable quarterly in
advance. The management fee is reduced by 100% of directors' fees or other
remuneration received by the Adviser Trustee from any portfolio company of the
Trust.
5. Independent Trustee Fees
As compensation for services rendered to the Trust, each Independent Trustee
receives $10,000 annually in quarterly installments and $500 for each meeting of
the Independent Trustees attended, plus out-of-pocket expenses. Additionally,
the Independent Trustees also are members of the Audit Committee. As
compensation for services rendered to the Trust as members of the Audit
Committee, each of the Independent Trustees receives an additional $2,500
annually in quarterly installments and $250 for each Audit Committee meeting
attended.
6. Allocation of Net Income and Net Loss
Net income and net loss, other than net income and net loss from Direct
Investments, is allocated to all shareholders, including the Adviser Trustee,
pro rata based on Shares held.
Additionally, the Adviser Trustee will be allocated, on a cumulative basis over
the life of the Trust, 20% of the Trust's aggregate net income and net loss from
Direct Investments, other than "pari passu co-investments", and 15% from Direct
Investments in "pari passu co-investments" (as described below), provided that
such amount is positive. The remaining 80% and/or 85% of such amounts is
allocated to all shareholders including the Adviser Trustee, pro rata based on
Shares held. If the aggregate net income and net loss from Direct Investments
(including "pari passu co-investments") is negative, such net income and net
loss is allocated to all shareholders, including the Adviser Trustee, pro rata
based on Shares held.
"Pari passu co-investments" refers to Direct Investments that are co-investments
in the same securities and on the same terms alongside general partner managers
of Indirect Investments held by the Trust, in transactions involving issuers
held by investment vehicles in which the Trust has invested.
7. Investment Commitments
As of June 30, 2000, the Trust's unfunded investment commitments totaled
$29,859,591 for Indirect Investments and $1,200,000 for Direct Investments.
