MACC PRIVATE EQUITIES INC
10-Q, 1999-08-04
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<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                   (Mark One)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended      June 30, 1999
                                   --------------------------------------------
                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from              to
                                          ------------   -------------
               Commission file number   0-24412
                                     -----------------------------------
                           MACC Private Equities Inc.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                         Delaware                              42-1421406
         ---------------------------------------------     -------------------
         (State or other jurisdiction of incorporation      (I.R.S. Employer
                      or organization)                     Identification No.)

            101 Second Street SE, Suite 800, Cedar Rapids, Iowa 52401
           ----------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (319) 363-8249
           ----------------------------------------------------------
              (Registrant's telephone number, including area code)


           ----------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Please indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     At June 30, 1999, the registrant had issued and outstanding 1,619,097
shares of common stock.

                                  Page 1 of 18
                        Exhibit Index appears at page 15


<PAGE>   2

                                      INDEX
                                      -----

PART I.        FINANCIAL INFORMATION

     Item 1.   Financial Statements                                         Page
     -------   --------------------                                         ----

               Condensed Consolidated Balance
               Sheets at June 30, 1999 (Unaudited),
               and September 30, 1998...................................      3

               Condensed Consolidated Statements of Operations (Unaudited)
               for the three months ended June 30, 1999, and June 30, 1998,
               and the nine months ended June 30, 1999 and June 30, 1998...   4

               Condensed Consolidated Statements of
               Cash Flows (Unaudited) for the nine
               months ended June 30, 1999, and
               the nine months ended June 30, 1998......................      5

               Notes to Condensed Consolidated
               Financial Statements.....................................      6

     Item 2.   Management's Discussion and Analysis
               of Financial Condition and Results of Operations.........      7

     Item 3.   Quantitative and Qualitative
               Disclosure About Market Risk.............................     11

PART II.       OTHER INFORMATION........................................     13


Item 6.        Exhibits and Reports on Form 8-K.........................     13


               Signatures...............................................     14

EXHIBIT INDEX...........................................................     15











                                        2

<PAGE>   3

PART 1 -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                    MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                    June 30,     September 30,
                                                                     1999           1998
                                                                  (Unaudited)
                                                                  -----------    ------------

                  Assets
<S>                                                            <C>              <C>
Loans and investments in portfolio securities at market
         or fair value, cost of $27,668,561;
         $26,902,232 in 1998                                   $    31,675,794    27,201,277
U.S. treasury bills, at cost, which approximates market                      0     1,023,715
Certificates of deposit                                                693,000       297,000
Cash                                                                 3,837,977     1,287,940
Other assets, net                                                      904,504       983,592
Deferred income taxes                                                        0       501,000
                                                               ---------------   -----------

         Total assets                                          $    37,111,275    31,294,524
                                                               ===============   ===========
         Liabilities and stockholders' equity

Liabilities:
     Debentures payable, net of discount                       $    13,760,557    11,253,421
     Accrued interest                                                  149,296       284,898
     Accounts payable and other liabilities                            495,985       228,327
                                                               ---------------   -----------
         Total liabilities                                          14,405,838    11,766,646
                                                               ---------------   -----------
Stockholders' equity:
     Common stock, $.01 par value per share;
         4,000,000 shares authorized;
         1,619,097 shares issued and
         outstanding, 1,246,392 in 1998                                 16,191        12,464
     Additional paid-in-capital                                     15,312,381    15,312,381
     Net investment income                                             274,853       372,538
     Net realized gain on investments                                3,595,779     3,531,450
     Unrealized appreciation on investments                          3,506,233       299,045
                                                               ---------------   -----------
         Total stockholders' equity                                 22,705,437    19,527,878
                                                               ---------------   -----------
         Total liabilities and stockholders' equity            $    37,111,275    31,294,524
                                                               ===============   ===========
Net assets per share                                           $         14.02   $     12.06
                                                               ===============   ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.





                                        3

<PAGE>   4


                           MACC PRIVATE EQUITIES INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                                 For the three    For the three  For the nine    For the nine
                                                  months ended    months ended   months ended    months ended
                                                    June 30,        June 30,       June 30,        June 30,
                                                     1999             1998          1999             1998
                                                 -----------      -------------  ------------    ------------
<S>                                              <C>              <C>            <C>             <C>
Investment income:
     Interest                                    $   464,579         512,077      1,385,751       1,402,614
     Dividends                                         1,503          68,259        227,536         175,177
     Other                                            17,247          61,230        100,607         176,326
                                                 -----------      ----------      ---------       ---------
         Total income                                483,329         641,566      1,713,894       1,754,117
                                                 -----------      ----------      ---------       ---------
Operating expenses:
     Interest                                        274,821         240,010        761,448         704,438
     Management fees                                 206,826         185,751        604,055         514,338
     Professional fees                                37,598          59,671        143,336         159,288
     Other                                            86,397          70,429        302,739         247,017
                                                 -----------      ----------      ---------       ---------

         Total operating expenses                    605,642         555,861      1,811,578       1,625,081
                                                 -----------      ----------      ---------       ---------
         Investment (expense) income,
              net before income taxes               (122,313)         85,705        (97,684)        129,036

Income taxes                                               0               0              0         (17,100)
                                                 -----------      ----------      ---------       ---------

         Investment (expense) income, net           (122,313)         85,705        (97,684)        111,936
                                                 -----------      ----------      ---------       ---------

Realized  and unrealized gain on investments:
     Net realized gain on investments                163,731       1,009,099         77,732       1,319,604
     Net change in unrealized appreciation/
          depreciation on investments              3,370,178         692,738      3,708,188       2,453,942
                                                 -----------      ----------      ---------       ---------
         Net gain  on investments
              before income taxes                  3,533,909       1,701,837      3,785,920       3,773,546

Income taxes                                        (501,000)              0       (501,000)       (574,900)
                                                 -----------      ----------      ---------       ---------

              Net gain on investments              3,032,909       1,701,837      3,284,920       3,198,646
                                                 -----------      ----------      ---------       ---------
         Net change in net assets
              from operations                    $ 2,910,596       1,787,542      3,187,236       3,310,582
                                                 ===========      ==========      =========       =========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.










                                        4

<PAGE>   5


                    MACC PRIVATE EQUITIES INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                           For the nine     For the nine
                                                                           months ended     months ended
                                                                              June 30,         June 30,
                                                                                1999            1998
                                                                           ------------     ------------
<S>                                                                         <C>             <C>
Cash flows from operating activities:
     Increase in net assets from operations                                 $ 3,187,236       3,310,582
     Adjustments to reconcile increase in net                               -----------     -----------
          assets from operations to net cash
          provided by (used in) operating activities:
            Net realized and unrealized gain on investments                  (3,785,920)     (3,773,546)
            Other                                                                54,108          14,369
     Change in assets and liabilities:
            Other assets                                                         48,348         (48,337)
            Deferred income taxes                                               501,000         592,000
            Accrued interest, accounts payable,
                 and other liabilities                                           93,360        (141,824)
                                                                           ------------      ----------
     Total adjustments                                                       (3,089,104)     (3,357,338)
                                                                           ------------      ----------
     Net cash provided by  (used in) operating activities                        98,132         (46,756)
                                                                           ------------      ----------
Cash flows from investing activities:
     Proceeds from disposition of and payments on
          loans and investments in portfolio securities                       4,068,191       2,741,372
     Purchases of loans and investments in
          portfolio securities                                               (4,671,824)     (4,991,868)
     Proceeds from disposition of other investments                             721,670       5,226,012
     Purchases of other investments                                                   0      (4,282,669)
                                                                           ------------      ----------
     Net cash provided by (used in) investing activities                        118,037      (1,307,153)
                                                                           ------------      ----------
Cash flows from financing activities -
     Proceeds from debt issuance                                              2,500,000       1,000,000
     Payments for fractional shares in connection with stock split               (9,677)         (9,454)
     Payments for debt issuance and commitment fees                             (62,500)              0
                                                                           ------------      ----------
     Net cash provided by financing activities                                2,427,823         990,546
                                                                           ------------      ----------
     Net increase (decrease) in cash and cash equivalents                     2,643,992        (363,363)

Cash and cash equivalents at beginning of period                              1,886,985       2,902,406
                                                                           ------------      ----------
Cash and cash equivalents at end of period                                  $ 4,530,977       2,539,043
                                                                           ============      ==========
Supplemental disclosures of cash flow information -
     Cash paid during the period for interest                               $   885,251         844,088
                                                                           ============      ==========
Supplemental disclosure of noncash investing and financing information -
     Assets received in lieu of cash                                        $    72,872          71,287
                                                                           ============      ==========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

                                       5
<PAGE>   6



MACC PRIVATE EQUITIES INC.

Notes to Unaudited Condensed Consolidated Financial Statements


(1)  Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements
include the accounts of MACC Private Equities Inc. (MACC) and its wholly-owned
subsidiary MorAmerica Capital Corporation (MorAmerica Capital) which have been
prepared in accordance with generally accepted accounting principles for
investment companies. All material intercompany accounts and transactions have
been eliminated in consolidation.

     The financial statements included herein have been prepared in accordance
with generally accepted accounting principles for interim financial information
and instructions to Form 10-Q and Article 6 of Regulation S-X. The financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto of MACC Private Equities Inc. and its Subsidiary as
of and for the year ended September 30, 1998. The information reflects all
adjustments consisting of normal recurring adjustments which are, in the opinion
of management, necessary for a fair presentation of the results of operations
for the interim periods. The results of the interim period reported are not
necessarily indicative of results to be expected for the year. The balance sheet
information as of September 30, 1998 has been derived from the audited balance
sheet as of that date.

     SFAS 130, Reporting Comprehensive Income, establishes the standards for the
reporting and display of comprehensive income in the financial statements.
Comprehensive income represents net earnings and certain amounts reported
directly in stockholders' equity, such as the net unrealized gain or loss on
available-for-sale securities. MACC adopted SFAS 130 effective October 1, 1998.
Because net unrealized gains or losses on available-for-sale securities are
included in the Statement of Operations, SFAS 130 has no effect on MACC's
financial statements.

















                                        6


<PAGE>   7

ITEM2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

        This section contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "1995
Act"). Such statements are made in good faith by MACC pursuant to the
safe-harbor provisions of the 1995 Act, and are identified as including terms
such as "may," "will," "should," "expects," "anticipates," "estimates," "plans,"
or similar language. In connection with these safe-harbor provisions, MACC has
identified in its Annual Report to Shareholders for the fiscal year ended
September 30, 1998, important factors that could cause actual results to differ
materially from those contained in any forward-looking statement made by or on
behalf of MACC, including, without limitation, the high risk nature of MACC's
portfolio investments, any failure to achieve annual investment level
objectives, changes in prevailing market interest rates, and contractions in the
markets for corporate acquisitions and initial public offerings. MACC further
cautions that such factors are not exhaustive or exclusive. MACC does not
undertake to update any forward-looking statement which may be made from time to
time by or on behalf of MACC.

                              RESULTS OF OPERATIONS

        Third Quarter and Nine Months Ended June 30, 1999, Compared to Third
Quarter and Nine Months Ended June 30, 1998

        MACC's investment income includes income from interest, dividends and
fees. Net investment income/expense represents total investment income minus
operating and interest expenses, net of applicable income taxes. The main
objective of portfolio company investments is to achieve capital appreciation
and realized gains in the portfolio. These are not included in net investment
income. However, another one of MACC's long-term goals is to achieve net
investment income and increased earnings stability in future years. In this
regard, a significant proportion of new portfolio investments are structured so
as to provide a current yield through interest or dividends. MACC also earns
interest on short term investments of cash.

        During the current year, third quarter total investment income of
$483,329 was approximately 25% lower than total investment income of $641,566
for the prior year third quarter. In the current year third quarter as compared
to the prior year third quarter, interest income decreased $47,498, dividend
income decreased $66,756, and other income decreased $43,983. The decrease in
interest income is attributable primarily to the payoff of portfolio investments
and the conversion of interest paying portfolio investments to equity
investments in MACC's portfolio. During the third quarter, MACC reversed
$113,312 of dividend income relating to a distribution received in the current
year second quarter, which will be repaid. Without this reversal, dividends for
the current year third quarter were greater as compared to the prior year third
quarter. MACC records distributions from its investments in limited liability
companies as dividends. The decrease in other income is due to a revaluation on
an other asset in the prior year third quarter.



                                        7

<PAGE>   8


        During the current year nine-month period, total income of $1,713,894
decreased 2% over total income of $1,754,117 in the prior year nine-month
period. For the current year nine-month period as compared to the prior year
nine-month period, interest income decreased from $1,402,614 to $1,385,751,
dividend income increased from $175,177 to $227,536 and other income decreased
from $176,326 to $100,607. The decreases in interest income and other income are
as a result of the same factors as indicated above for the third quarter. The
principal reason for the increase in dividend income is the payment by one
portfolio company of accrued dividends in the current year nine-month period.

        Total operating expenses for the third quarter and nine-month period of
the current year total $605,642 and $1,811,578, respectively, increases of 9%
and 11%, respectively, as compared to total operating expenses for the prior
year third quarter of $555,861 and nine-month period of $1,625,081. Interest
expense increased by $34,811 and $57,010 due to additional borrowings from the
Small Business Administration in the current year third quarter and nine-month
period, respectively. Management fees increased from $185,751 to $206,826 in the
current year third quarter as compared to the prior year third quarter and
increased from $514,338 to $604,055 in the current nine-month period as compared
to the prior year nine-month period due to the increase of assets under
management. Professional fees decreased by $22,073 and $15,952, respectively,
and other expenses, which includes administrative expenses associated with being
a public corporation, increased by $15,968 and $55,722 in the current year third
quarter and nine-month period.

        For the current year third quarter and nine-month period, MACC recorded
net investment expense of ($122,313) and ($97,684), respectively, as compared to
net investment income of $85,705 and $111,936 during the prior year third
quarter and nine-month period, respectively. MACC has received cash on realized
gains from several portfolio investments in the third quarter. Investment income
is expected to improve for the year as MACC realizes short term income during
the fourth quarter on this cash and the cash on the gain realized in July 1999,
as discussed in the next paragraph. As stated above, MACC continues to seek
investments with some current return as well as the potential for capital
appreciation.

        During the current year third quarter and nine-month period, MACC
recorded net realized gain on investments before income taxes of $163,731 and
$77,732, respectively, as compared with net realized gain on investments before
income taxes during the prior year third quarter and nine-month period of
$1,009,099 and $1,319,604, respectively. In the current year third quarter, MACC
realized gains of $1,791,809 from three portfolio companies and realized a loss
of $1,628,078 from one portfolio company. The portfolio investment to which the
realized loss relates was depreciated during fiscal 1997 to $1, and accordingly
the realization of this loss did not have any impact on MACC's net asset value
as of June 30, 1999. MACC previously announced that it anticipated a significant
gain in connection with the potential sale of one portfolio company investment.
This transaction was consummated in July 1999, and MACC recorded unrealized
appreciation during the third quarter of the current year of $2,335,048 as a
result of this transaction. As a result of the significant increase in
unrealized appreciation during the current year third quarter, MACC recorded
$501,000 of income tax expense, eliminating the remainder of its deferred tax
asset. Management does not attempt to maintain a comparable level of realized
gains from year to year or quarter to quarter but instead

                                        8


<PAGE>   9

attempts to maximize total investment portfolio appreciation through realizing
gains in the disposition of securities and investing in new portfolio
investments.

        MACC recorded net change in unrealized appreciation/depreciation on
investments of $3,370,178 during the current year third quarter, as compared to
$692,738 during the prior year period. For the current year nine-month period as
compared to the prior year nine-month period, net change in unrealized
appreciation/depreciation on investments was $3,708,188 and $2,453,942,
respectively. Net change in unrealized appreciation/depreciation on investments
represents the change for the period in the unrealized appreciation on MACC's
total investment portfolio net of unrealized depreciation on MACC's total
portfolio investment. Generally, when MACC increases the fair value of a
portfolio investment above its cost, the unrealized appreciation item for the
portfolio as a whole increases, and when MACC decreases the fair value of a
portfolio investment below its cost, the unrealized depreciation item for the
portfolio as a whole increases. When MACC sells an appreciated portfolio
investment for a gain, unrealized appreciation for the portfolio as a whole
decreases as the gain is realized. Similarly, when MACC sells a depreciated
portfolio investment for a loss, unrealized depreciation for the portfolio as a
whole decreases as the loss is realized.

        The net change in unrealized appreciation/depreciation on investments of
$3,370,178 recorded during the current year third quarter is the net effect of a
write off of one portfolio investment which resulted in a decrease in unrealized
depreciation of $1,628,078, a revaluation of another portfolio investment due to
its sale in July 1999 which increased unrealized appreciation by $2,335,048, the
sale of another portfolio investment resulting in a net decrease in unrealized
appreciation of $766,428, and the sale of a portion of another portfolio
investment resulting in a decrease in unrealized depreciation of $173,722.

         At the end of the current year third quarter, MACC's net asset value
per share of $14.02 exceeded management's projected September 30, 1999 net asset
value per share of $13.65 and has increased 16.25% over the $12.06 net asset
value on September 30, 1998, as adjusted for the March 1999 30% stock split
effected in the form of a stock dividend.

              FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

        To date, MACC has relied upon several sources to fund its investment
activities, including MACC's cash equivalents and cash, and the Small Business
Investment Company ("SBIC") capital program operated by the Small Business
Administration (the "SBA").

        MACC, through its wholly-owned subsidiary, MorAmerica Capital, from time
to time may seek to procure additional capital through the SBIC capital program
to provide a portion of its future investment capital requirements. At present,
there is availability of capital for the next three years in commitment periods
of up to five years through the SBIC capital program and MACC anticipates that
there will be capital available in future periods.

        As of June 30, 1999, MACC's certificates of deposit and cash totaled
$4,530,977. MACC borrowed $1,500,000 in new SBA Guaranteed Debentures in April
1999 and has a commitment for an additional $15,790,000 in SBA guaranteed
debentures. MACC believes

                                        9


<PAGE>   10

that its existing cash, together with the cash receipt of $7,382,000 from the
sale of one portfolio company in July 1999, the available proceeds from the
additional $15,790,000 in SBA guaranteed debentures and other anticipated cash
flows, will provide adequate funds for MACC's anticipated cash requirements
during the current fiscal year and over the next three years, including
portfolio investment activities, principal and interest payments on outstanding
debentures payable and administrative expenses. MACC has planned $8,500,000 in
new and follow-on investment activities during the current fiscal year.

        Liquidity for the next several years will be impacted by principal
payments on MACC's debentures payable. Debentures payable are composed of
$13,790,000 in principal amount of SBA-guaranteed debentures issued by MACC's
subsidiary, MorAmerica Capital, which mature as follows: $2,450,000 in 2000,
$5,690,000 in 2001, $2,150,000 in 2003, $1,000,000 in 2007, and $2,500,000 in
2009. It is anticipated MorAmerica Capital would be able to roll over this debt
with new ten year debentures when it matures. MorAmerica Capital has obtained a
commitment of leverage from SBA which includes commitments to refinance these
debentures for another 10 year term. As indicated above, the total amount of
MorAmerica Capital's commitment from the SBA is $15,790,000.

                               PORTFOLIO ACTIVITY

        During the nine months ended June 30, 1999, MACC invested $4,671,824 in
eight portfolio companies, consisting of $4,421,215 invested in five new
portfolio companies and $250,609 invested in follow-on investments in three
existing portfolio companies. MACC's investment level objectives for fiscal year
1999 call for total new and follow-on investments of $8,500,000. Although the
timing of new and follow-on portfolio investments is somewhat uncertain, MACC
anticipates that it will meet its investment level objectives for the current
fiscal year. However, management views investment level objectives for any given
year as secondary in importance to MACC's overriding concern of investing in
only those portfolio companies which satisfy MACC's investment criteria.

                        DETERMINATION OF NET ASSET VALUE

        The net asset value per share of MACC's outstanding common stock is
determined quarterly, as soon as practicable after and as of the end of each
calendar quarter, by dividing the value of total assets minus total liabilities
by the total number of shares outstanding at the date as of which the
determination is made.

        In calculating the value of total assets, securities that are traded in
the over-the-counter market or on a stock exchange are valued in accordance with
the current valuation policies of the Small Business Administration ("SBA").
Under SBA regulations, publicly traded equity securities are valued by taking
the average of the close (or bid price in the case of over-the-counter equity
securities) for the valuation date and the preceding two days. This policy
differs from the Securities and Exchange Commission's guidelines which utilize
only a one day price measurement. MACC's use of SBA valuation procedures did not
result in a material variance as of June 30, 1999, from valuations using the
Securities and Exchange Commission's guidelines.

                                       10

<PAGE>   11


        All other investments are valued at fair value as determined in good
faith by the Board of Directors. The Board of Directors has determined that all
other investments will be valued initially at cost, but such valuation will be
subject to semi-annual adjustments and on such other interim periods as are
justified by material portfolio company events if the Board of Directors
determines in good faith that cost no longer represents fair value.

                              YEAR 2000 COMPLIANCE

        MACC has made the enhancements necessary to prepare its systems for the
year 2000. The expense of the year 2000 projects as well as the related
potential effect on MACC's earnings has not had a material effect on MACC's
financial position or results of operations. MACC is aware of potential year
2000 risks and the possible adverse impact resulting from failures by third
parties (such as banks and vendors) and portfolio companies to adequately
address year 2000 problems. MACC could incur losses if portfolio companies incur
business losses related to the year 2000. To date, MACC has been advised by such
parties that they do have plans in place to address and correct the issues
associated with the year 2000; however, no assurance can be given as to the
adequacy of such plans or to the timeliness of their implementation. MACC's
computer operations are not complex and functions can be performed manually for
some period of time.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        MACC is exposed to market risk from changes in market prices of publicly
traded equity securities held in the MACC consolidated investment portfolio. At
June 30, 1999, publicly traded equity securities in the MACC consolidated
investment portfolio were recorded at a fair value of $402,669. In accordance
with MACC's valuation policies and SBA regulations, the fair value of publicly
traded equity securities is determined based upon the average of the closing
prices (or bid price in the case of over-the-counter equity securities) for the
valuation date and the preceding two days. The publicly traded equity securities
in the MACC consolidated investment portfolio thus have exposure to price risk,
which is estimated as the potential loss in fair value due to a hypothetical 10%
adverse change in quoted market prices, and would amount to a decrease in the
recorded value of such publicly traded equity securities of approximately
$40,267. Actual results may differ.

        MACC is also exposed to market risk from changes in market interest
rates that affect the fair value of MorAmerica Capital's debentures payable
determined in accordance with Statement of Financial Accounting Standards No.
107, Disclosures About Fair Value of Financial Instruments. The estimated fair
value of MorAmerica Capital's outstanding debentures payable at June 30, 1999,
was $13,950,000, with a cost of $13,790,000. Fair value of MorAmerica Capital's
outstanding debentures payable is calculated by discounting cash flows through
estimated maturity using the borrowing rate currently available to MorAmerica
Capital for debt of similar original maturity. None of MorAmerica Capital's
outstanding debentures payable are publicly traded. Market risk is estimated as
the potential increase in fair value resulting from a hypothetical 0.5% decrease
in interest rates. Actual results may differ.



                                       11

<PAGE>   12

<TABLE>
<CAPTION>

             -------------------------------------------------

                                                      1999
             -------------------------------------------------

<S>                                                <C>
             Fair Value of Debentures Payable      $13,950,000

             Amount Over Cost                      $   160,000

             Additional Market Risk                $   167,000
             -------------------------------------------------

</TABLE>














                  [Remainder of page intentionally left blank]




















                                       12

<PAGE>   13


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        There are no items to report.

ITEM 2. CHANGES IN SECURITIES

        There are no items to report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        There are no items to report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE
        OF SECURITY HOLDERS

        There are no items to report.


ITEM 5. OTHER INFORMATION

        There are no items to report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a)    Exhibits

               (27) Financial Data Schedule

        No other exhibits are applicable.

        (b)    Reports on Form 8-K

        The Company filed no reports on Form 8-K during the three months ended
June 30, 1999.











                                       13

<PAGE>   14


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        MACC PRIVATE EQUITIES INC.


Date:         8/2/99                    By:       David Scroder
     ---------------------------           ----------------------------------
                                             David Schroder, President


Date:         8/2/99                    By:      Robert A. Comey
     ---------------------------           ----------------------------------
                                              Robert A. Comey, Treasurer

































                                       14


<PAGE>   15

                                  EXHIBIT INDEX



Exhibit             Description                                          Page
- - -------             -----------                                          ----

(27)           Financial Data Schedule                                    16










































                                       15


<TABLE> <S> <C>

<ARTICLE> 6

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               JUN-30-1999
<INVESTMENTS-AT-COST>                       27,668,561
<INVESTMENTS-AT-VALUE>                      31,675,794
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                 904,504
<OTHER-ITEMS-ASSETS>                         4,530,977
<TOTAL-ASSETS>                              37,111,275
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     13,760,557
<OTHER-ITEMS-LIABILITIES>                      645,281
<TOTAL-LIABILITIES>                         14,405,838
<SENIOR-EQUITY>                                 16,191
<PAID-IN-CAPITAL-COMMON>                    15,312,381
<SHARES-COMMON-STOCK>                        1,619,097
<SHARES-COMMON-PRIOR>                        1,246,392
<ACCUMULATED-NII-CURRENT>                      274,853
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      3,595,779
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,506,233
<NET-ASSETS>                                22,705,437
<DIVIDEND-INCOME>                              227,536
<INTEREST-INCOME>                            1,385,751
<OTHER-INCOME>                                 100,607
<EXPENSES-NET>                               1,811,578
<NET-INVESTMENT-INCOME>                       (97,684)
<REALIZED-GAINS-CURRENT>                        77,732
<APPREC-INCREASE-CURRENT>                    3,207,188
<NET-CHANGE-FROM-OPS>                        3,187,236
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,177,559
<ACCUMULATED-NII-PRIOR>                        372,538
<ACCUMULATED-GAINS-PRIOR>                    3,531,450
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0


</TABLE>


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