UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September 30, 1997
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 0-14772
JW CHARLES FINANCIAL SERVICES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 58-1545984
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
980 North Federal Highway - Suite 310
Boca Raton, Florida 33432
--------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 338-2600
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 last 90 days. Yes
No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 10, 1997
- --------------------------------------- --------------------------------
Common stock, $.001 par value per share 3,688,872
<PAGE>
JW CHARLES FINANCIAL SERVICES, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Condensed Statements of Financial Condition
at September 30, 1997 and December 31, 1996 3
Consolidated Condensed Statements of Income for the Three Month and
Nine Month Periods Ended September 30, 1997 and 1996 4
Consolidated Condensed Statements of Cash Flows for the Nine Month
Periods Ended September 30, 1997 and 1996 5
Notes to Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
2<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- ----------------------------
<TABLE>
<CAPTION>
JW CHARLES FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
September 30, December 31,
1997 1996(*)
---------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 13,042,000 $ 11,836,000
Commissions and other receivables from clearing brokers 3,857,000 2,203,000
Receivable from customers, net 105,073,000 98,610,000
Receivable from brokers and dealers 6,982,000 3,689,000
Securities owned, at market value 8,821,000 5,308,000
Furniture, equipment and leasehold improvements, net of accumulated
Depreciation and amortization of $1,411,000 and $1,162,000 1,676,000 1,194,000
Deferred tax asset 1,703,000 1,719,000
Other, net 4,664,000 2,772,000
--------------------------------
$ 145,818,000 $ 127,331,000
================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Short-term borrowings from banks $ 39,890,000 $ 17,375,000
Accounts payable, accrued expenses and other liabilities 12,283,000 10,441,000
Payable to customers 25,747,000 50,898,000
Payable to brokers and dealers 37,543,000 24,136,000
Securities sold, not yet purchased, at market value 1,043,000 450,000
Notes payable to affiliate 5,363,000 8,625,000
Income taxes payable 603,000 34,000
Minority Interest 430,000 -
------------------------------
122,902,000 111,959,000
------------------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value - authorized 5,000,000 shares no
shares issued or outstanding - -
Common stock, $.001 par value - authorized 9,056,000 shares; issued
and outstanding 3,688,872 and 3,230,436 4,000 3,000
Additional paid-in capital 3,949,000 821,000
Retained earnings 18,963,000 14,548,000
--------------------------------
Total stockholders' equity 22,916,000 15,372,000
--------------------------------
$ 145,818,000 $ 127,331,000
================================
</TABLE>
* - Derived from audited financial statements contained in
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
(The accompanying Notes to Consolidated Condensed Financial Statements
are an integral part of these financial statements.)
3<PAGE>
JW CHARLES FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
-------------------------------- -------------------------------
<S> <C> <C> <C> <C>
Revenues:
Commissions $ 14,450,000 $ 9,186,000 $ 36,516,000 $ 32,580,000
Market making and principal transactions, net 4,763,000 4,429,000 14,808,000 16,913,000
Interest 2,774,000 2,562,000 7,889,000 7,044,000
Clearing fees 3,312,000 3,233,000 7,693,000 8,218,000
Other 750,000 1,598,000 3,280,000 3,139,000
-------------------------------- -------------------------------
26,049,000 21,008,000 70,186,000 67,894,000
-------------------------------- -------------------------------
Expenses:
Commissions and clearing costs 13,846,000 9,677,000 36,331,000 35,651,000
Employee compensation and benefits 4,297,000 4,499,000 12,566,000 11,769,000
Selling, general and administrative 3,352,000 3,209,000 11,257,000 11,339,000
Interest 1,033,000 987,000 3,095,000 2,920,000
-------------------------------- -------------------------------
22,528,000 18,372,000 63,249,000 61,679,000
-------------------------------- -------------------------------
Income before income taxes 3,521,000 2,636,000 6,937,000 6,215,000
Provision for income taxes 1,326,000 839,000 2,522,000 2,210,000
-------------------------------- -------------------------------
Net income $ 2,195,000 $ 1,797,000 $ 4,415,000 $ 4,005,000
================================ ===============================
Earnings per common share:
Net income $ 0.62 $ 0.53 $ 1.25 $ 0.80
================================ ===============================
Weighted average common shares outstanding 3,528,000 3,386,000 3,564,000 4,989,000
================================ ===============================
</TABLE>
(The accompanying Notes to Consolidated Condensed Financial Statements
are an integral part of these financial statements.)
4<PAGE>
JW CHARLES FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1997 1996
-------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,415,000 $ 4,005,000
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 249,000 193,000
Change in operating assets and liabilities:
Commissions and other receivables from clearing brokers (1,654,000) (2,160,000)
Receivable from customers (6,463,000) (8,093,000)
Receivable from brokers and dealers (3,293,000) (938,000)
Securities owned (3,513,000) 5,569,000
Deferred tax asset 16,000 132,000
Other assets (1,892,000) (38,000)
Accounts payable, accrued expenses and other liabilities 1,842,000 961,000
Payable to customers (25,151,000) 16,595,000
Payable to brokers and dealers 13,407,000 6,409,000
Securities sold, not yet purchased 593,000 (1,676,000)
Income taxes payable 569,000 (401,000)
Minority interest 430,000 -
-------------------------------
Net cash provided (used) by operating activities (20,445,000) 20,558,000
-------------------------------
INVESTING ACTIVITIES
Purchases of furniture, equipment and leasehold improvements (731,000) (105,000)
-------------------------------
FINANCING ACTIVITIES
Short-term borrowings from banks 22,515,000 (18,227,000)
Repayment of notes payable to affiliate (3,262,000) (750,000)
Issuance of common stock 3,129,000 -
Cash flow distributions and redemptions of common stock - (1,155,000)
-------------------------------
Net cash provided (used) by financing activities 22,382,000 (20,132,000)
-------------------------------
Net increase in cash and cash equivalents 1,206,000 321,000
Cash and cash equivalents at beginning of period 11,836,000 8,597,000
-------------------------------
Cash and cash equivalents at end of period $ 13,042,000 $ 8,918,000
==============================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $ 1,055,000 $ 1,436,000
===============================
Cash paid during the period for interest $ 3,095,000 $ 2,920,000
===============================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Repurchase of mandatorily redeemable common stock by issuance
of $6,125,000 of notes payable to affiliate in 1996.
</TABLE>
(The accompanying Notes to Consolidated Condensed Financial Statements
are an integral part of these financial statements.)
5<PAGE>
JW CHARLES FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The interim financial information included herein is unaudited;
however, such information reflects all adjustments, which are, in
the opinion of management, necessary for a fair presentation of
the periods indicated.
The accompanying consolidated condensed financial
statements include the accounts of the Company and its
subsidiaries. Certain information and footnote disclosures
normally included in financial statements prepared in conformity
with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. These consolidated condensed
financial statements should be read in conjunction with the
consolidated condensed financial statements and related notes contained
in the Company's 1996 Annual Report on Form 10-K.
Because of seasonal and other factors, the results of operations
for the three month and nine month periods ended September 30,
1997 are not necessarily indicative of the results of operations
to be expected for the fiscal year ending December 31, 1997.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of JW Charles Financial Services, Inc. and its
subsidiaries which are: Corporate Securities Group, Inc. ("CSG"),
JW Charles Securities, Inc. ("JWC Securities"), JW Charles
Clearing Corp. ("JWC Clearing"), CMG Capital Corp., First
Investors Life Agency, Inc., DMG Securities, Inc. ("DMG") and
Discount Securities Group, Inc. In addition, the accompanying
consolidated financial statements include the accounts of The
Americas Growth Fund, Inc. ("AGRO") (effective September 22,
1997) (See Note 5, "Acquisition and Minority Interest"). All
significant intercompany transactions have been eliminated in
consolidation.
RECLASSIFICATIONS
Certain amounts in the prior period's consolidated condensed
financial statements have been reclassified to conform to the
current period's presentation. These reclassifications are not
material to the consolidated condensed financial statements.
3. CONTINGENCIES
The Company is involved in various claims and possible actions
arising out of the normal course of its business. Although the
ultimate outcome of these claims cannot be ascertained at this
time, it is the opinion of the Company, based on knowledge of
facts and advice of counsel, that the resolution of such actions
will not have a material adverse effect on the Company's
financial condition and results of operations.
6<PAGE>
4. NET CAPITAL
The broker-dealer subsidiaries of the Company are subject to the
requirements of Rule 15c3-1 under the Securities Exchange Act of
1934. This rule requires that aggregate indebtedness, as
defined, not exceed fifteen times net capital, as defined. Rule 15c3-
1 also provides for an "alternative net capital requirement"
which, if elected, requires that net capital be equal to the
greater of $250,000 or two percent of aggregate debit items
computed in applying the formula for determination of reserve
requirements. The New York Stock Exchange, Inc. ("NYSE") may
require a member organization to reduce its business if its net
capital is less than four percent of aggregate debit items and
may prohibit a member firm from expanding its business if its net
capital is less than five percent of aggregate debit items. At
September 30, 1997, the net capital positions of the Company's broker-
dealer subsidiaries were as follows:
JWC Clearing (alternative method elected):
Net capital as a percent of aggregate debit items 8.5%
Net capital $10,376,000
Required net capital $2,436,000
CSG:
Ratio of aggregate indebtedness to net capital 1.50
Net capital $2,829,000
Required net capital $282,000
JWC Securities:
Ratio of aggregate indebtedness to net capital 2.28
Net capital $1,967,000
Required net capital $ 299,000
DMG:
Ratio of aggregate indebtedness to net capital .84
Net capital $ 426,000
Required net capital $ 100,000
5. ACQUISITION AND MINORITY INTEREST
On September 22, 1997, the Company completed its exchange tender
offer (the "Exchange Offer") for all (but not less than 51%) of
the outstanding shares of common stock of AGRO not already owned
by the Company. Prior to the commencement of the Exchange Offer,
the Company owned 26% of the outstanding shares of common stock
of AGRO. A total of approximately 823,000 shares of AGRO common
stock, representing approximately 65% of the outstanding shares of
AGRO common stock, were tendered pursuant to the Exchange offer.
All shares of AGRO common stock tendered were accepted for
exchange by the Company according to the terms of the Exchange
Offer on the basis of .431 shares of the Company's common stock
for each share of AGRO resulting in the issuance by the Company
of 354,851 shares of its authorized but unissued common stock.
The tendered shares together with the shares already owned by the
Company represent approximately 91% of the outstanding shares of
AGRO common stock, with the remaining 9% of AGRO shares held by
minority shareholders (the "AGRO Minority Shareholders'"). The
AGRO acquisition was accounted for under the purchase method of
accounting.
7<PAGE>
The Company has consolidated the accounts of AGRO in the
accompanying financial statements effective as of September 22,
1997. The AGRO Minority Shareholders' interests in these
accounts is reflected as Minority Interest in the accompanying
financial statements.
6. NEW ACCOUNTING PRONOUNCEMENT
In February 1997, the FASB issued SFAS No. 128, "Earnings Per
Share", which is effective for financial statements ending after
December 15, 1997. SFAS No. 128 simplifies the guidance for
computing earnings per share ("EPS") and replaces the
presentation of primary and fully diluted EPS with basic and
diluted EPS.
Basic EPS excludes dilution related to incremental shares and is
computed by dividing net income available to common stockholders
by the weighted-average number of common shares outstanding for
the period. Diluted EPS includes incremental shares.
Presented below is basic and diluted EPS under SFAS No. 128
compared with primary and fully diluted EPS for the three month
and nine month periods ended September 30, 1997 and 1996:
<TABLE>
<CAPTION>
Pro Forma SFAS No. 128: Three Months Ended September 30, Nine Months Ended September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic $0.59 $0.60 $1.20 $1.33
==========================================================
Diluted $0.62 $0.53 $1.25 $0.80
==========================================================
As Currently Reported:
Earnings Per Share $0.62 $0.53 $1.25 $0.80
==========================================================
</TABLE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Certain statements included or incorporated by reference in this
Form 10-Q may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act. Such forward-
looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements. Any such forward-
looking statements contained herein should be read in conjunction
with Management's Discussion and Analysis of Financial Condition
and Results of Operations in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
8<PAGE>
RESULTS OF OPERATIONS -- THREE MONTHS ENDED SEPTEMBER 30, 1997
(THE "1997 PERIOD") VS. 1996 (THE "1996 PERIOD")
<TABLE>
<CAPTION>
Three Months Ended September 30,
---------------------------------------------------------
1997 1996 1995
(000's) % Change (000's) % Change (000's)
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Commissions $14,450 57 $ 9,186 -23 $11,952
Market making and principal
transactions, net 4,763 8 4,429 -15 5,226
Interest 2,774 8 2,562 31 1,960
Clearing fees 3,312 2 3,233 67 1,936
Other 750 -53 1,598 15 1,394
---------------------------------------------------------
$26,049 24 $21,008 -7 $22,468
=========================================================
<CAPTION>
Three Months Ended September 30,
----------------------------------------------------------
1997 1996 1995
(000's) % Change (000's) % Change (000's)
----------------------------------------------------------
Expenses:
Commissions and clearing costs $13,846 43 $ 9,677 -20 $12,100
Employee compensation and benefits 4,297 -4 4,499 33 3,380
Selling, general and administrative 3,352 4 3,209 -20 4,026
Interest 1,033 5 987 26 784
---------------------------------------------------------
$22,528 23 $18,372 -9 $20,290
=========================================================
<CAPTION>
Three Months Ended September 30,
---------------------------------------------------------
1997 % Change 1996 % Change 1995
---------------------------------------------------------
Clearing Factor 72% 1 71% 1 70%
==========================================================
</TABLE>
Total revenues of $26,049,000 recorded in the 1997 Period increased
by 24% compared to last year's $21,008,000. In particular, commissions
increased by 57% to $14,450,000 from $9,186,000. The substantial increase
in commissions is primarily due to the expanded operations of the Company's
New York office and generally favorable market conditions experienced in
the 1997 Period. Market making and principal transactions, net, interest
income and clearing fees experienced increases, although not as significant
as the increase in commission income. The increase in these revenue
categories was a result of generally favorable market conditions
experienced during the 1997 Period.
Commissions and clearing costs, which represent the portion of fee
income payable by the Company to registered representatives or other broker-
dealers as a result of securities transactions (and the related costs
associated with the execution of such trades), increased reflecting the
increase in third quarter 1997 commissions and market making and
principal transactions, net. Commissions and clearing costs as a
percentage of commissions and market making and principal transactions,
9<PAGE>
net (the "Clearing Factor") increased slightly to approximately 72% in
the 1997 Period as compared to 71% in the 1996 Period.
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1997 (the "1997 Period") vs. 1996 (the "1996 Period")
Nine Months Ended September 30,
---------------------------------------------------------
1997 1996 1995
(000's) % Change (000's) % Change (000's)
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Commissions $36,516 12 $32,580 9 $29,928
Market making and principal
transactions, net 14,808 -12 16,913 16 14,639
Interest 7,889 12 7,044 48 4,753
Clearing fees 7,693 -6 8,218 23 6,690
Other 3,280 4 3,139 36 2,302
---------------------------------------------------------
$70,186 3 $67,894 16 $58,312
=========================================================
<CAPTION>
Nine Months Ended September 30,
---------------------------------------------------------
1997 1996 1995
(000's) % Change (000's) % Change (000's)
---------------------------------------------------------
Expenses:
Commissions and clearing costs $36,331 2 $35,651 14 $31,138
Employee compensation and benefits 12,566 7 11,769 17 10,057
Selling, general and administrative 11,257 -1 11,339 1 11,270
Interest 3,095 6 2,920 54 1,890
---------------------------------------------------------
$63,249 3 $61,679 13 $54,355
=========================================================
<CAPTION>
Nine Months Ended September 30,
---------------------------------------------------------
1997 % Change 1996 % Change 1995
---------------------------------------------------------
Clearing Factor 71% -1 72% 3 70%
=========================================================
</TABLE>
Total revenues of $70,186,000 recorded in the 1997 Period increased
by 3% compared to last year's $67,894,000. In particular, commissions
increased by approximately 12% while at the same time market making and
principal transactions, net decreased by 12%. The shift in revenues
between these categories can be primarily attributed to the following two
reasons. In 1997, new regulations were introduced which have led to a
narrowing of the spread between the bid and ask prices of securities
traded on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"). Secondly, as a result of the general
strength and market leadership of the "large cap" stocks throughout much
of the 1997 Period, a greater percentage of the Company's securities
business was concentrated in the non-NASDAQ market as compared to the
prior year.
Commissions and clearing costs increased reflecting the Company's
overall business growth. Commissions and clearing costs as a percentage
of commissions and market making and principal transactions, net,
decreased slightly to approximately 71% in the 1997 Period as compared to
72% in the 1996 Period.
10<PAGE>
Employee compensation and benefits increased primarily the result of
two factors: (i) expansion of the Company's New York City branch office
in the first quarter of 1997 and (ii) increase in the cost of certain
employee benefits, primarily health insurance.
LIQUIDITY AND CAPITAL RESOURCES
The Company maintains a highly liquid balance sheet with the
majority of the Company's assets consisting of cash and cash equivalents,
securities owned, which are marked to market, and receivables from
customers, brokers, dealers and clearing brokers arising from customer
related securities transactions. Receivables from customers consist
primarily of collateralized customer margin loans and securities
borrowed, which are typically secured with marketable corporate debt and
equity securities. The nature of the Company's business as a market maker
and securities dealer requires it to carry significant levels of
securities inventories in order to meet its customer and internal trading
needs. Additionally, the Company's role as a financial intermediary for
customer activities, which it conducts on a principal basis, results in
significant levels of customer related balances. Accordingly, the
Company's total assets and financial leverage can fluctuate significantly
depending largely upon general economic and market conditions, volume of
activity, customer demand and underwriting commitments. The Company's
ability to support increases in its total assets is a function of its
ability to generate funds internally and obtain short-term borrowings
from banks.
At September 30, 1997, the Company had stockholders' equity of
$22,916,000, representing an increase of $7,544,000 from December 31,
1996, and the Company had cash and cash equivalents of $13,042,000. At
September 30, 1997, the Company had an aggregate of $5,000,000 of
additional borrowing capacity available under its committed bank lines of
credit described in its Annual Report on Form 10-K for the year ended
December 31, 1996.
II - OTHER INFORMATION
Item 1. Legal Proceedings
- ---------------------------
There are no material legal proceedings pending or threatened in
which the Company is party or of which the Company's property is the
subject. The Company has been named in various arbitration and legal
proceedings arising in the ordinary course of its securities brokerage
business. Although arbitration and litigation involves contingencies
that cannot be definitively predicted, including the unpredictability of
actions that might be taken by an arbitration panel or jury on matters
that are submitted to them, the Company expects that the ultimate
disposition of arbitration and litigation arising from the ordinary
course of business will not have a material adverse impact upon its
financial position and results of operations.
11<PAGE>
Item 5. Other Information
- ---------------------------
On September 23, 1997, the Company issued a press release and filed
a Schedule 14D-1 with the Commission, to announce the completion of its
exchange tender offer (the "Exchange Offer") for all (but not less than
51%) of the outstanding shares of common stock of The Americas Growth
Fund, Inc. ("AGRO Shares") not already owned by the Company. A total of
approximately 822,938 shares of AGRO common stock, representing
approximately 65% of the outstanding shares of AGRO common stock, were
tendered pursuant to the Exchange offer. All shares of AGRO common stock
tendered were accepted for exchange by the Company according to the terms
of the Exchange Offer on the basis of .431 shares of the Company's common
stock for each share of AGRO. The tendered shares together with the
shares already owned by the Company represent approximately 91% of the
outstanding shares of AGRO common stock.
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits:
Exhibit 27 Financial Data Schedule (for SEC use only)
Exhibit 99 Press Release dated September 23, 1997
(b) Reports on Form 8-K:
None.
12<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.
JW CHARLES FINANCIAL SERVICES, INC.
Date: November 14, 1997 /s/ Marshall T. Leeds
(President and Chief Executive Officer)
(Duly Authorized Officer)
Date: November 14, 1997 /s/ Joel E. Marks
(Joel E. Marks, Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000741557
<NAME> JW CHARLES FINANCIAL SERVICES, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 13,042,000
<SECURITIES> 8,821,000
<RECEIVABLES> 115,912,000
<ALLOWANCES> 1,811,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,676,000
<DEPRECIATION> 1,411,000
<TOTAL-ASSETS> 145,818,000
<CURRENT-LIABILITIES> 0
<BONDS> 5,363,000
0
0
<COMMON> 4,000
<OTHER-SE> 22,912,000
<TOTAL-LIABILITY-AND-EQUITY> 145,818,000
<SALES> 0
<TOTAL-REVENUES> 70,186,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,095,000
<INCOME-PRETAX> 6,937,000
<INCOME-TAX> 2,522,000
<INCOME-CONTINUING> 4,415,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,415,000
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 1.25
</TABLE>
EXHIBIT 99
Press Release
JWCHARLES FINANCIAL SERVICES COMPLETES EXCHANGE OFFER
FOR THE AMERICAS GROWTH FUND
BOCA RATON, FLORIDA, SEPTEMBER 23, 1997: JWCharles Financial
Services, Inc. ("JWCFS") (AMEX: JWC) announced today that its
offer to exchange (the "Exchange Offer") shares of its common
stock for any and all (but not less than 51%) of the outstanding
shares of common stock of The Americas Growth Fund, Inc. ("AGRO")
(NASDAQ: AGRO) was completed with the expiration of the Exchange
Offer at 12:00 midnight, Atlanta time, September 22, 1997. A
total of approximately 822,938 shares of AGRO common stock
(including approximately 16,380 shares tendered subject to
notices of guaranteed delivery), representing approximately 65%
of the outstanding shares of AGRO common stock, were tendered
pursuant to the Exchange Offer. All shares of AGRO common stock
tendered were accepted for exchange by JWCFS according to the
terms of the Exchange Offer on the basis of .431 share of JWCFS
common stock for each share of AGRO common stock. The tendered
shares together with the shares already owned by JWCFS represent
approximately 91% of the outstanding shares of AGRO common stock.
JWCFS, through its wholly owned subsidiaries, engages in
securities brokerage, trading, investment banking and a wide
range of related financial services provided to individuals,
businesses and other brokerage firms. AGRO is a business
development company with an investment objective of achieving long-
term capital appreciation of assets by investing in U.S.
companies.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
the JWCFS securities referred to in this news release in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state.
