SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 1997
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from the transition period from ____ to _____
Commission File Number 0-9987
GLOBUS GROWTH GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 13-2949462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
44 West 24th Street, New York, NY 10010
(Address of principal executive offices) (zip code)
(212) 243-1000
(Registrant's telephone number, including area code)
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 (1) has filed all 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____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as the latest practicable date: 2,499,000 (including 134,140
held in treasury)
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBUS GROWTH GROUP, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
August 31, February 28,
1997 1997
----------- -----------
ASSETS (Unaudited) (See Note 1)
<S> <C> <C>
Cash $47,000 $512,000
Investments in Securities (Note 3) $3,051,000 $2,737,000
Promissory Note Receivable $50,000 $50,000
Other Assets $20,000 $19,000
----------- -----------
TOTAL $3,168,000 $3,318,000
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued expenses $948,000 $910,000
Loans payable to officers/shareholders $471,000 $528,000
Demand loan payable to related party $413,000 $405,000
----------- -----------
Total Liabilities $1,832,000 $1,843,000
----------- -----------
Stockholders' equity (Note 2)
Preferred stock - $.10 par value, Authorized - 450,000 shares
None Issued
Series B convertible preferred stock - $.10 par value
Authorized - 50,000 shares, None issued
Common stock - $.01 par value, Authorized - 4,500,000
shares, Issued 2,499,000 shares at 8/31/97 $25,000 $25,000
Additional paid in capital $2,747,000 $2,747,000
Treasury Stock, 134,140 shares at 8/31/97 ($37,000) ($37,000)
Accumulated earnings (deficit) ($1,399,000) ($1,260,000)
----------- -----------
Total stockholders' equity $1,336,000 $1,475,000
----------- -----------
TOTAL $3,168,000 $3,318,000
----------- -----------
</TABLE>
(See Accompanying Notes to Financial Statements)
<PAGE>
GLOBUS GROWTH GROUP, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended August 31, Ended August 31,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gain (loss) on investments:
Realized $73,000 $0 $95,000 $0
Unrealized ($12,000) ($320,000) ($154,000) $296,000
----------- ----------- ----------- -----------
Total $61,000 ($320,000) ($59,000) $296,000
Dividend Income $2,000 $11,000 $8,000 $23,000
Interest Income $4,000 $0 $5,000 $0
Consulting and other income $9,000 $9,000 $18,000 $18,000
----------- ----------- ----------- -----------
TOTAL $76,000 ($300,000) ($28,000) $337,000
Expenses:
General and administrative $44,000 $48,000 $96,000 $117,000
Interest $7,000 $9,000 $15,000 $19,000
----------- ----------- ----------- -----------
TOTAL $51,000 $57,000 $111,000 $136,000
Income (loss) from operations before taxes $25,000 ($357,000) ($139,000) $201,000
Benefit/(Provision) for taxes $0 $0 $0 $0
----------- ----------- ----------- -----------
Net earnings (loss) $25,000 ($357,000) ($139,000) $201,000
----------- ----------- ----------- -----------
Net (Loss) per share of common stock $0.01 ($0.15) ($0.06) $0.08
Weighted Average Number of shares of
Stock Outstanding 2,364,860 2,364,860 2,364,860 2,365,067
----------- ----------- ----------- -----------
</TABLE>
(See Accompanying Notes to Financial Statements)
<PAGE>
GLOBUS GROWTH GROUP, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months
Ended August 31,
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) ($139,000) $201,000
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization $0 $1,000
Realized (gain) loss on investments ($95,000) $0
Unrealized (gain) loss on investments $154,000 ($296,000)
Increase in accounts payable, accrued expenses and accrued interest
on loans $53,000 $54,000
(Increase) decrease in prepaid assets ($2,000) $2,000
--------- ---------
Net cash (used in ) operating activities ($29,000) ($38,000)
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments ($500,000) $0
Purchase of property and equipment $0 $0
Proceeds from sale of investments $128,000 $0
--------- ---------
Net cash provided by (used in ) investing activities ($372,000) $0
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loans payable to officers/shareholders ($94,000) ($60,000)
Increase (decrease) in loans payable to officers/shareholders $30,000 ($17,000)
Borrowing from related party $0 $0
Repayment to broker $0 $0
Payment from broker $0 $0
Purchase of treasury stock $0 $0
--------- ---------
Net cash provided by (used in) financing activities ($64,000) ($77,000)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash ($465,000) ($115,000)
Cash - beginning of period $512,000 $985,000
Cash - end of period $47,000 $870,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $0 $0
Income Taxes $3,000 $12,000
</TABLE>
(See Accompanying Notes to Financial Statements)
<PAGE>
GLOBUS GROWTH GROUP, INC. Notes to Condensed Financial Statements
(Unaudited) August 31, 1997
Note 1 - Basis of Condensed Information
In the opinion of the Company, the accompanying unaudited condensed
financial statements contain all adjustments, consisting of only normal
recurring accruals, necessary to present fairly the financial position as
of August 31, 1997, the results of operations for the three and six months
ended August 31, 1997 and 1996, and statement of cash flows for the six
months ended August 31, 1997 and 1996.
The results of operations for the six months ended August 31, 1997 are not
necessarily indicative of the results to be expected for the full year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's annual report filed on Form 10-K,
as amended, for the year ended February 28, 1997.
The balance sheet at February 28, 1997 has been derived from the Company's
audited balance sheet included in its Annual Report on Form 10-K, as
amended.
Note 2 - Earnings Per Share
Per share data are based on the weighted average number of common shares
outstanding during the period. Common equivalent shares (options and
warrants) would be anti-dilutive and are therefore excluded from the
calculations.
Note 3 - Investments
As of February 28, 1997 and August 31, 1997, investments are carried at
fair value, which, for readily marketable securities, represents the last
reported sales price or bid price on the valuation date. Investments in
restricted securities and securities which are not readily marketable are
carried at fair value as determined in good faith by the Board of
Directors, in the exercise of its judgment, after taking into consideration
various indications of value available to the Board.
(Continued on next page)
<PAGE>
Note 3 - (Continued)
<TABLE>
<CAPTION>
August 31, February 28,
1997 1997
---- ----
No. No.
Shares Value Cost Shares Value Cost
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Common Stock
- ------------
Catamount Brewing Co. 23,215 $569,000 $176,000 23,215 $569,000 $176,000
Interface Systems Inc. 775 $2,000 $7,000 775 $4,000 $7,000
Nematron Corp. 16,925 $110,000 $30,000
Energy Research Corp.* 74,000 $796,000 $86,000 76,000 $883,000 $88,000
Kimeragen, Inc. Cl A 108,827 $609,000 $219,000 108,827 $609,000 $219,000
Kimeragen, Inc. Cl B 35,000 $196,000 $75,000 35,000 $196,000 $75,000
Repligen Corporation 100,468 $99,000 $190,000 100,468 $86,000 $190,000
---------- ---------- ---------- ----------
Total Common Stock* $2,271,000 $753,000 $2,457,000 $785,000
========== ========== ========== ==========
Preferred Stock
- ---------------
Catamount Brewing Co. - Pfd 4,286 $150,000 $150,000 4,286 $150,000 $150,000
Genitope Corp. Series A Pfd 420,858 $210,000 $210,000 260,000 $130,000 $130,000
---------- ----------
Genitope Corp. Series B Pfd 332,992 $420,000 $420,000
---------- ----------
Total Preferred Stock $780,000 $780,000 $280,000 $280,000
========== ========== ========== ==========
Promissory Note
- ---------------
Woodstock Communications Inc. $50,000 $50,000 $50,000 $50,000
---------- ---------- ---------- ----------
Total Investments - Fair value* $3,101,000 $1,583,000 $2,787,000 $1,115,000
---------- ---------- ---------- ----------
====================================================================================================================================
</TABLE>
*On September 18, 1997, the Company sold all of the shares of common stock of
Energy Research Corp. held by it for the net sum of $960,116.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Analysis of Results of Operations
Prior to fiscal 1987, the Company was engaged in the camera and photography
business. On February 28, 1986, the Company sold its operating business to an
affiliated company and since that date the Company's principal activity has been
the making of investments in other companies.
At August 31, 1997, the Company had total assets of $3,168,000 compared to
total assets of $3,318,000 as at February 28, 1997. Included in total assets at
such dates were investments of $3,101,000 for the six month period ended August
31, 1997 and $2,787,000 for the year ended February 28, 1997. Shareholders
equity at such dates was $1,336,000 for the six month period ended August 31,
1997 and $1,475,000 for the year ended February 28, 1997. Loss on investments
amounted to ($59,000) for the six month period ended August 31, 1997 as compared
to a gain of $296,000 for the six month period ended August 31, 1996. Included
in such gains (losses) were realized gain of $95,000 and unrealized loss of
($154,000) for the six month period ended August 31, 1997 compared to $296,000
of unrealized gain and no realized gain or loss for the six month period ended
August 31, 1996. Operating expenses, including interest charges, amounted to
$111,000 for the 1997 six month period and $136,000 for the 1996 six month
period. Income (loss) from operations, both before and after provision for
taxes, was ($139,000) for the six month period ended August 31, 1997 compared to
$201,000 for the six month period ended August 31, 1996. Net earnings (loss) per
share were ($0.06) for the 1997 six month period compared to $0.08 for the
comparable 1996 period. The weighted average number of shares of Common Stock
outstanding at August 31, 1997 was 2,364,860 and 2,365,067 at August 31, 1996.
Analysis of Financial Condition
The Company's pro forma cash position as at August 31, 1997 (i.e., $47,000
plus $960,116 representing the net proceeds of its sale in September 1997 of its
holdings in Energy Research Corp.) is offsetable by the indebtedness that is
owing to members of the Globus family described below. The near term liquidity
of the Company, as well as its near term capital resources position, are
presently principally dependent upon the continued willingness, as to which
there can be no assurance whatsoever, of the members of the Globus family who
have made loans to the Company (chiefly Stephen E. Globus) not to demand full or
substantially full repayment of such loans and to continue to make loans to the
Company, if necessary. Thus, loans payable by the Company (including accrued
interest) to Messrs. Stephen E. and Richard D. Globus amounted to $471,000 at
August 31, 1997, a decrease of $57,000 from $528,000 at February 28, 1997. This
decrease was due to a $61,000 loan repayment to Stephen E. and Richard D. Globus
and a $33,000 charge to the two officers/shareholders loans for general and
administrative costs and use by them of the Company's office and personnel for
the six month period (reference is made to Note H of Form 10K, as amended, for
the year ended February 28, 1997); which decrease was somewhat offset by an
increase in loans of approximately $30,000 and an increase in accrued interest
of approximately $7,000. As at August 31, 1997, loans payable to another member
of the Globus family, to wit: Ms. Jane Globus (the mother of Stephen E. and
Richard D. Globus), amounted to approximately $413,000, including accrued
interest. As at August 31, 1997, unpaid salaries owing to Messrs. Stephen E. and
Richard D. Globus aggregated $910,000; so that at such date the total of monies
owed to Messrs. Stephen E. Globus, Richard D. Globus and Ms. Jane Globus
aggregated approximately $1,794,000.
<PAGE>
There are in fact presently no known events that can be considered
reasonably certain to occur which would materially change favorably either the
short term or long term liquidity (i.e., ability of the Company to generate
adequate amounts of cash to meet its needs for cash) or capital resources
position (i.e., source of funds) of the Company from that in which it presently
finds itself, and, absent continuation of the presently existing loans without
call for payment, or additional loans, from the Globus family, the present
liquidity and capital resources position of the Company necessarily adversely
affects the financial condition of the Company and its ability to make new
investments. In such connection it must be noted that: the profitability of a
BDC, like the Company, is largely dependent upon its ability to make investments
and upon increases in the value of its investments; and a BDC is also subject to
a number of risks which are not generally present in an operating company, and
which are discussed generally in Item 1 of the Company's 10K Report, as amended,
for its fiscal year ended February 28, 1997 to which Item reference is hereby
made. Reference is also hereby made to Item 1 and Item 7 of such Report, as
amended, and to the Financial Statements and notes thereto contained in such
Report, as amended, for information concerning the Company's investments and its
financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this Report is filed.
<PAGE>
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.
Date: October 15, 1997
GLOBUS GROWTH GROUP, INC.
(Registrant)
/s/ Stephen E. Globus
---------------------
STEPHEN E. GLOBUS
Chairman of the Board,
(Principal Executive Officer)
s/ Richard D. Globus
---------------------
RICHARD D. GLOBUS
President, Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10Q at
August 31, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> AUG-31-1997
<CASH> 47,000
<SECURITIES> 3,051,000
<RECEIVABLES> 50,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,000
<PP&E> 25,000
<DEPRECIATION> 23,000
<TOTAL-ASSETS> 3,168,000
<CURRENT-LIABILITIES> 1,832,000
<BONDS> 0
25,000
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,168,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 96,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,000
<INCOME-PRETAX> (139,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (139,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (139,000)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
