WORLD FUNDS INC /MD/
N-30D, 1999-04-27
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                      Semi-Annual Report to Shareholders

                              THE NEW MARKET FUND

                                  A Series of
                              The World Fund, Inc.
                         a "Series" Investment Company


                              For the Period Ended
                               February 28, 1999

<PAGE>


                                 March 16, 1999




Dear Shareholders:

      In the first six months since the fund's  inception,  we generated a 13.4%
net return.  While heavy cash inflows  significantly  diluted our "equity  only"
results, we were overall pleased with the returns.

      Our investment approach will be gradual and long-term, with an emphasis on
after-tax,  net results.  The mutual fund industry  discloses  pretax returns to
their  investors  which are  generally  2%-4% higher than the actual,  after-tax
return  realized by the  shareholder.  The hidden cost is significant and one we
will try to avoid for our shareholders.

      Our  holdings  are   consistent   in  terms  of   reasonable   valuations,
shareholder-oriented   management   and  financial   strength.   With  a  highly
speculative  market trading in excess of 30x earnings,  we are quite comfortable
with the  relative  valuation  of our  positions  estimated  at an  average  15x
adjusted cash earnings.  The fund has underweighted  the speculative  technology
and large cap growth  sectors  which have been the leading  performers  over the
past three years.  Instead,  our focus has been on undervalued quality companies
under $10 billion in market  capitalization,  trading at 50+% discount to larger
capitalized  competitors.  We believe the wide  disparity in  valuation  (16 P/E
versus 40 P/E) will close in the future in one or two ways:

      1.   Larger capitalization firms will utilize their richly valued stock to
           acquire their mid-cap competitors; or

      2.   Large   capitalization   valuations  will  fall  significantly  more,
           relative to their smaller capitalized counterparts.

Either way, we believe our portfolio is  positioned to outperform  over the next
3-5 years.

      And  finally,  an  important  attribute to our  investment  philosophy  is
concentration.  Over time,  we believe  investors  need to establish  meaningful
positions in quality companies in order to generate  above-average  returns. The
industry  standard  of  owning  1%  in a  hundred  different  companies  assures
investors of mediocre (and usually subpar) returns relative to the market. It is
our  opinion  that  overall  market  returns  going  forward  will be well below
average,  and  conventional   overdiversification  will  lead  to  disappointing
results.  We will ultimately wait and take  meaningful,  selective  positions in
high quality, high return companies when the opportunity is attractive.

      Patience,  focus  and  discipline  are the  three  legs to our  investment
philosophy.  We believe over time our highly  efficient,  long-term,  investment
process will lead to consistent, top performing, after-tax returns.

      We appreciate your trust and welcome any comments you may have.

                             Sincerely,



                             Stephen M. Goddard, CFA
                             Portfolio Manager
                             Principal
<PAGE>


                        Schedule of Portfolio Investments
                                February 28, 1999
                                   (Unaudited)

  Number
    of                                                               Market
  Shares                 Security Description                         Value
- -----------              -----------------------------           ---------------

                         COMMON STOCKS:               92.51%

                         AEROSPACE/DEFENSE:           4.90%
     2,400               Allied Signal, Inc.                     $        99,300
                                                                 ---------------

                         CHEMICALS:                   5.36%
     4,600               Albemarle Corp.                                 108,675
                                                                 ---------------

                         COMPUTERS:                   4.19%
       500               International Business                         
                            Machines Corp.                                85,000
                                                                 ---------------

                         CONSUMER GOODS               14.85%
     1,500               Gillette Co.                                     80,438
     1,200               Mattel, Inc.                                     31,650
     2,400               Nike, Inc.                                      128,700
     1,600               Pepsico, Inc.                                    60,200
                                                                 ---------------
                                                                         300,988
                                                                 ---------------
                         DIVERSIFIED:                 14.10%
     4,500               Tredegar Industries, Inc.                       115,031
         2               Berkshire Hathaway, Inc-Cl A*                   142,200
        12               Berkshire Hathaway, Inc-Cl B*                    28,548
                                                                 ---------------
                                                                         285,779
                                                                 ---------------
                         FINANCIALS:                  21.53%
       600               American Express Co.                             65,100
       600               Capital One Financial Corp.                      76,575
     1,200               Financial Security Assurance 
                           Holdings  Ltd.                                 63,375
       800               Federal Home Loan Mortgage Corp.                 47,100
       600               Merrill Lynch & Co.                              46,050
       400               Markel Corp.*                                    72,000
     1,800               Wells Fargo Co.                                  66,150
                                                                 ---------------
                                                                         436,350
                                                                 ---------------
                         MEDICAL:                     8.49%
       700               Bristol-Myers Squibb Co.                         88,156
       600               Johnson & Johnson                                51,225
       400               Merck & Co.                                      32,700
                                                                 ---------------
                                                                         172,081
                                                                 ---------------
                         DRILLING:                    1.82%
     2,200               Atwood Oceanics, Inc.*                           36,987
                                                                 ---------------

                         REITS:                       5.20%
     1,925               Prison Realty Corp.                              38,380
     6,800               United Dominion Realty Trust                     67,150
                                                                 ---------------
                                                                         105,530
                                                                 ---------------
  
                         RETAIL:                      5.73%
       600               McDonald's Corp.                                 51,000
     1,200               Circuit City Stores                              65,100
                                                                 ---------------
                                                                         116,100
                                                                 ---------------
                         SERVICES:                    2.48%
     1,500               Service Corp. Int'l.                             23,063
     1,200               United Asset Management Corp.                    27,225
                                                                 ---------------
                                                                          50,288
                                                                 ---------------
                         TOBACCO:                     3.86%
     2,000               Philip Morris Companies, Inc.                    78,250
                                                                 ---------------

                         TOTAL COMMON STOCKS:
                         (Cost: $1,805,334)                            1,875,328
                                                                 ---------------

                         SHORT TERM INVESTMENTS:      5.92%
   119,972               Star Treasury Fund (Cost:  $119,972)            119,972
                                                                 ---------------
                        

                         TOTAL INVESTMENTS:
                         (Cost: $1,925,306)**             98.43%    $  1,995,300
                         Other assets, net                 1.57%          31,801
                                                        ---------   ------------
                         NET ASSETS                      100.00%    $  2,027,101
                                                        =========   ============


*  Non-income producing
** Cost for Federal income tax purpose is $1,925,306 and net unrealized
   appreciation consists of:


      Gross unrealized appreciation                                  $   169,989
      Gross unrealized depreciation                                     (99,995)
                                                                 ---------------
      Net unrealized appreciation                                    $    69,994
                                                                 ===============



See Notes to Financial Statements
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
ASSETS
Investments at value (identified cost of $1,925,306 )            
  (Notes 1 & 3)                                                    $   1,995,300
Receivable for:
Dividends                                        $    859
Interest                                              801
Capital stock sold                                 26,478
                                               ----------                 28,138
Deferred organization costs (Note 1)                                      50,652
Other assets                                                               3,011
                                                                      ----------
        TOTAL ASSETS                                                   2,077,101
                                                                      ----------

LIABILITIES
Organization costs due to manager                  50,000
                                                ----------
      TOTAL LIABILITIES                                                   50,000
                                                                      ----------

NET ASSETS                                                          $  2,027,101
                                                                    ============

NET ASSET VALUE AND REDEMPTION
PRICE PER SHARE ($ 2,027,101 / 178,748 shares outstanding)                $11.34
                                                                      ==========

OFFERING PRICE ($11.34 x 100 / 97.25)                                     $11.66
                                                                      ==========

At February 28, 1999 there were 50,000,000 shares of
$.01 par value stock authorized and components of net
assets are:

   Paid in capital                                                   $ 1,959,005
   Net investment loss                                                   (1,898)
   Net unrealized appreciation of investments                             69,994
                                                                      ----------
   Net Assets                                                        $ 2,027,101
                                                                      ==========

See Notes to Financial Statements
<PAGE>

STATEMENT OF OPERATIONS
Period ended February 28, 1999* (Unaudited)
- --------------------------------------------------------------------------------



INVESTMENT INCOME:
                                  
Dividend                                      $4,188
Interest                                       3,466
                                          ----------
Total income                                                           $   7,654
                                                                       ---------

EXPENSES:
  Investment advisory fees (Note 2)           4,800
  Transfer agent fees (Note 2)                4,601
  Recordkeeping and 
     administrative services (Note 2)         6,329
  Shareholder servicing and reports   
     (Note 2)                                 2,378
  12B-1 fee                                   2,400
  Organization expense amortization             754
  Miscellaneous                               1,629
                                         ----------
     Total expenses                                                       22,891
  Management fee waiver and reimbursed expenses                         (13,339)
                                                                      ----------
     Net expenses                                                          9,552
                                                                      ----------
  Net investment loss                                                    (1,898)
                                                                      ----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
  Net increase in unrealized 
    appreciation on investments                                           69,994
                                                                      ----------
  Net increase in net assets 
    resulting from operations                                            $68,096
                                                                      ==========


* Commencement of operations October 1, 1998

See Notes to Financial Statements
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
For the period ended February 28, 1999* (Unaudited)
- --------------------------------------------------------------------------------


OPERATIONS
   Net investment loss                                                $  (1,898)
   Change in unrealized appreciation of investments                       69,994
                                                                      ----------
   Net increase in net assets resulting from operations                   68,096

DISTRIBUTION TO SHAREHOLDERS FROM:
   Net investment income                                                      --
   Capital gains                                                              --

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting from
    capital share transactions**                                       1,954,005
                                                                      ----------
   Net increase in net assets                                          2,022,101
   Net assets at beginning of period                                       5,000
                                                                      ----------
NET ASSETS at the end of the period                                   $2,027,101
                                                                      ==========


*  Commencement  of  operations  October 1, 1998 
** A summary  of capital  share transactions follows:

                                          For the period
                                              ended
                                         February 28, 1999*
                                            (Unaudited)
                                   ----------------------------
                                      Shares          Value
                                     -------       -----------
Shares sold                          178,293        $1,954,518
Shares reinvested from dividends          --                --
Shares redeemed                         (45)             (513)
                                     -------       -----------
Net increase                         178,248        $1,954,005
                                     =======       ===========


See Notes to Financial Statements
<PAGE>

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------


                                                                Period ended
                                                             February 28, 1999*
                                                                 (Unaudited)
                                                             -------------------
Per Share Operating Performance
Net asset value, beginning of period                                      $10.00

Income from investment operations-
   Net investment loss                                                    (0.01)
   Net realized and unrealized gain on investments                          1.35
                                                                         -------
   Total from investment operations                                         1.34
                                                                         -------
Less distributions-
   Distributions from net investment income                                   --
   Distributions from capital gains                                           --
                                                                         -------
   Total distributions                                                      0.00
                                                                         -------
Net asset value, end of period                                            $11.34
                                                                         =======

Total Return                                                              13.40%

Ratios/Supplemental Data
   Net assets, end of period (000's)                                      $2,027
Ratio to average net assets - (A)
   Expenses                                                             4.70% **
   Expense ratio - net                                                  1.96% **
   Net investment loss                                                 (0.39%)**
Portfolio turnover rate                                                    0.00%


*  Commencement of operations October 1, 1998
** Annualized

(A)  Management  fee waivers  reduced the expense  ratios and  increased the net
     investment income ratio by 2.76%


See Notes to Financial Statements
<PAGE>

Notes to the Financial Statements
February, 28, 1999(Unaudited)
- --------------------------------------------------------------------------------

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES-The New Market Fund(the"Fund")is a series
of The World  Funds,  Inc.  ("TWF")  which is  registered  under The  Investment
Company  Act of 1940,  as  amended,  as a  non-diversified  open-end  management
company.  The Fund was  established  in June,  1998 as a series of TWF which has
allocated to the Fund 50,000,000  shares of its  500,000,000  shares of $.01 par
value common stock.  Initial outside  investors  purchased shares of the fund on
June 30, 1998.  However operations of the Fund did not commence until October 1,
1998.

The investment  objective of the Fund is to achieve  long-term growth of capital
by investing in a portfolio composed of common stocks and securities convertible
into  common  stock,  such  as  warrants,   convertible  bonds,   debentures  or
convertible preferred stock.

The  following  is a summary of  significant  accounting  policies  consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

A. Security Valuation. Investments in securities traded on a national securities
exchange or included in the NASDAQ National Market System are valued at the last
reported sales price; other securities traded in the over-the-counter market and
listed  securities  for which no sale is reported on that date are valued at the
last reported bid price.  Money market  investments with a remaining maturity of
sixty days or less are  valued at  amortized  cost,  which  approximates  market
value.

B. Federal Income Taxes. The Fund intends to comply with the requirements of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute all of its taxable income to its shareholders.  Therefore, no federal
income tax provision is required.

C. Security  Transactions  and Income.  As is common in the  industry,  security
transactions are accounted for on the trade date. Dividend income is recorded on
the ex-dividend date. Interest income is recorded on an accrual basis.

D.  Deferred  Organizational  Expenses.  All of the  expenses of TWF incurred in
connection with its organization and the public offering of its shares have been
assumed by the series funds of TWF. The organization  expenses  allocable to The
New Market Fund are being amortized over a period of fifty-six (56) months.

E.  Distributions to Shareholders.  Distributions from net investment income and
realized  gains,  if  any,  are  recorded  on  the  ex-dividend   date.   Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These  distribution  differences  primarily  result from  different
treatments of equalization and post-October capital losses.

F. Accounting  Estimates.  In preparing financial  statements in conformity with
generally  accepted  accounting  principles,   management  makes  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 2-INVESTMENT  MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER--Pursuant to
an Investment Advisory Agreement,  the Advisor,  Virginia Management  Investment
Corporation  ("VMIC")provides  investment  services for an annual fee of 1.0% of
the average daily net assets of the Fund.

The Fund has adopted a plan pursuant to Rule 12b-1 under the Investment  Company
Act of 1940, as amended,  whereby the Fund or VMIC may finance  activities which
are primarily  intended to result in the sale of the Fund's  shares,  including,
but not limited to, advertising,  printing of prospectuses and reports for other
than  existing   shareholders,   preparation  and  distribution  of  advertising
materials  and  sales  literature,  and  payments  to  dealers  and  shareholder
servicing  agents who enter into  agreements  with the Fund or VMIC. The Fund or
VMIC may incur such  distribution  expenses at the rate of .50% per annum on the
Fund's average net assets. For the period ended February 28, 1999, there were no
distribution expenses incurred by the Fund.

As provided in the Administrative  Agreement,  the Fund reimbursed  Commonwealth
Shareholder  Services,  Inc.  ("CSS"),  its  Administrative  Agent,  $10,124 for
providing  shareholder  services,  recordkeeping,  administrative  services  and
blue-sky  filings.  The Fund  compensates  CSS for blue-sky  filings and certain
shareholder  servicing  on  an  hourly  rate  basis.  For  other  administrative
services, CSS receives .20% of average daily net assets.

Fund  Services,  Inc.  ("FSI") is the Fund's  Transfer and Dividend  Disbursing
Agent.  FSI received  $4,601 for its  services  for the period  ended  February
28, 1999.

Certain officers and/or directors of the Fund are also officers and/or directors
of VMIC, CSS and FSI.

NOTE 3-  INVESTMENTS--The  cost of  purchases of  securities  (excluding
money  market   investments)  for  the  period  ended  February  28,  1999,  was
$1,805,334.







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