<PAGE> 1
FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Last amended by 34-32231, eff 6/3/93)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1997
-------------
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period _____________ to _________________
Commission File Number 0-24432
-------
THE AMERICAS GROWTH FUND, INC.
- -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
MARYLAND 65-0604786
- ----------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Indentification No.)
incorporation or organization)
701 Brickell Avenue, Suite 2000, Miami, Florida 33131
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(305) 374-3575
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 of 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 1,265,100
---------
Transitional Small Business Disclosure Format (Check one): Yes ; No X
--- ---
<PAGE> 2
INDEX
THE AMERICAS GROWTH FUND, INC.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Balance Sheets - June 30, 1997 and 1996 (Unaudited)
Statements of Operations for the three months and six months ended June 30, 1997
and 1996. (Unaudited)
Statements of Changes in Net Assets for the six months ended June 30, 1997 and
1996. (Unaudited)
Statements of Cash Flows for the six months ended June 30, 1997 and
1996. (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
<PAGE> 3
THE AMERICAS GROWTH FUND, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- ------------------------------
JUNE 30, 1997 JUNE 30, 1996 JUNE 30, 1997 JUNE 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Interest $ 48,000 $ 61,600 $ 97,500 $ 126,700
Dividend 6,000 -- 17,200 --
Other -- -- 10,000 --
------------ ----------- ------------ -----------
54,000 61,600 124,700 126,700
------------ ----------- ------------ -----------
Expenses:
Consulting fees, principally to affiliates 2,500 19,200 2,500 28,200
Salaries 24,800 23,700 49,600 47,300
Professional fees 38,200 52,800 160,900 100,400
Board of Directors fees 3,500 3,500 7,000 7,300
Other 25,300 24,100 43,800 53,400
------------ ----------- ----------- -----------
94,300 123,300 263,800 236,000
------------ ----------- ----------- -----------
Investment loss before income tax benefit (40,300) (61,700) (139,100) (109,900)
Less income tax benefit -- 24,800 -- 35,700
------------ ----------- ----------- -----------
Net investment loss (40,300) (37,100) (139,100) (74,200)
------------ ----------- ----------- -----------
Realized gains (losses) from sales on investments 18,200 700 20,400 (800)
Less income tax benefit (expense) applicable to
realized gains (losses) from sale on investments -- (200) -- 100
------------ ----------- ----------- -----------
18,200 500 20,400 (700)
------------ ----------- ----------- -----------
Unrealized appreciation (depreciation)
on investments 23,500 (23,800) (14,200) (28,200)
Less income tax benefit applicable to
unrealized appreciation (depreciation)
on investments -- 9,500 -- 10,600
------------ ----------- ----------- -----------
23,500 (14,300) (14,200) (17,600)
------------ ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations $ 1,400 $ (50,900) $ (132,900) $ (92,500)
============ =========== =========== ===========
Per-share amounts:
Net investment loss $ (0.03) $ (0.03) $ (0.11) $ (0.06)
Net realized gains on investments 0.01 -- 0.02 --
Net unrealized appreciation (depreciation)
on investments 0.02 (0.01) (0.01) (0.01)
------------ ----------- ----------- -----------
$ 0.00 $ (0.04) $ (0.10) $ (0.07)
============ =========== =========== ===========
Weighted average number of shares used
in per-share computations 1,265,100 1,265,100 1,265,100 1,265,100
============ =========== =========== ===========
</TABLE>
Read the accompanying notes.
<PAGE> 4
THE AMERICAS GROWTH FUND, INC.
BALANCE SHEETS
JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Assets:
Investments at market or fair value:
Investment in U.S. Treasury Bills $ 3,473,600 $4,461,700
Investment in warrant 8,800 -
Investment in notes receivable - 125,000
Investment in common stock 260,000 -
------------ -----------
Total investments (amortized cost of $3,831,500
and $4,555,700 for 1997 and 1996, respectively) 3,742,400 4,586,700
Cash and cash equivalents 985,700 436,600
Prepaid expenses 22,200 15,400
Deferred tax asset 6,000 51,000
Furniture and equipment, net 15,700 15,900
Organizational costs, net 3,400 4,900
Deposits 1,100 1,100
------------ -----------
4,776,500 5,111,600
------------ -----------
Liabilities:
Accounts payable 36,000 14,800
Accrued directors fees 5,400 6,400
Deferred tax liability 2,700 2,900
------------ -----------
44,100 24,100
------------ -----------
$ 4,732,400 $5,087,500
============ ===========
Net assets:
Preferred stock, $.01 par value, 2,000,000
shares authorized, no shares issued $ - $ -
Common stock, $.01 par value, 10,000,000 shares
authorized, 1,265,100 shares issued and outstanding 12,700 12,700
Capital in excess of par 5,141,300 5,141,300
Undistributed operating income (loss) and investment
gains (losses):
Accumulated operating (losses) income (405,500) (74,500)
Realized gains on investments 43,700 44,000
Unrealized (depreciation) of investments (59,800) (36,000)
------------ -----------
Net assets applicable to outstanding common shares
(equivalent to $3.74 and $4.02 per share for 1997
and 1996, respectively, based on outstanding
common shares of 1,265,100) $ 4,732,400 $5,087,500
============ ===========
</TABLE>
Read the accompanying notes.
<PAGE> 5
THE AMERICAS GROWTH FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Net investment loss $ (139,100) $ (74,200)
Net realized gain (losses) from sale on investments 20,400 (700)
Net increase in unrealized depreciation on investments (14,200) (17,600)
------------- -------------
Net decrease in net assets resulting from operations (132,900) (92,500)
Net assets at beginning of period 4,865,300 5,180,000
------------- -------------
Net assets at end of period $ 4,732,400 $ 5,087,500
============= =============
Read the accompanying notes.
</TABLE>
<PAGE> 6
THE AMERICAS GROWTH FUND, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Sources of cash:
Interest $ 6,500 $ 16,200
------------ ------------
Uses of cash:
Payroll 49,600 47,300
Consulting fees to affiliate 2,500 28,200
Operating expenses 239,700 153,100
Income taxes 23,100
------------ ------------
291,800 251,700
------------ ------------
Cash (used in) operating activities (285,300) (235,500)
------------ ------------
Cash flows from investing activities:
Sources of cash:
Proceeds from sale of U.S. Treasury Bills 8,000,000 4,000,000
Proceeds from sale of common stock 515,400 -
------------ ------------
8,515,400 4,000,000
------------ ------------
Uses of cash:
Purchase of U.S. Treasury Bills 7,410,300 3,929,700
Purchase of common stock 250,000 -
------------ ------------
7,660,300 3,929,700
------------ ------------
Cash provided by investing activities 855,100 70,300
------------ ------------
Increase (decrease) in cash and cash equivalents 569,800 (165,200)
Cash and cash equivalents at beginning of period 415,900 601,800
------------ ------------
Cash and cash equivalents at end of period $ 985,700 $ 436,600
============ ============
</TABLE>
Read the accompanying notes.
<PAGE> 7
THE AMERICAS GROWTH FUND, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
1997 1996
----------- -----------
Reconciliation of net (decrease) in net assets
resulting from operations to cash used in
operating activities:
Net (decrease) in net assets resulting
from operations $ (132,900) $ (92,500)
----------- -----------
Adjustments to reconcile net (decrease) in net
assets resulting from operations to cash used
in operating activities:
Accretion of discount on U.S. Treasury Bills (91,000) (111,300)
Realized (gain) loss from sale on investments (20,400) 800
Amortization and depreciation 1,700 1,600
Unrealized depreciation on investments 14,200 28,200
Provision for deferred income taxes (benefit) -- (46,900)
Stock dividends and stock compensation (27,200) --
Changes in assets and liabilities:
Interest receivable -- 800
Prepaid expenses -- (7,400)
Accounts payable (31,500) (200)
Accrued directors fees 1,800 (900)
Income taxes payable -- (7,700)
----------- -----------
Total adjustments (152,400) (143,000)
----------- -----------
Cash (used in) operating activities $ (285,300) $ (235,500)
=========== ===========
Schedule of non-cash investing activities:
Acquisition of common stock $ 10,000 $ --
Less amount received in exchange for consulting (10,000) --
----------- -----------
$ -- $ --
=========== ===========
Acquisition of common stock $ 17,200 $ --
Less amount received as stock dividends (17,200) --
----------- -----------
$ -- $ --
=========== ===========
Read the accompanying notes.
<PAGE> 8
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
(UNAUDITED)
1. ORGANIZATION AND NATURE OF OPERATIONS:
The Americas Growth Fund, Inc. (the "Company") was incorporated under the laws
of the State of Maryland on June 3, 1994. The Company is a non-diversified,
closed-end management investment company and has filed with the Securities and
Exchange Commission ("SEC") a notification of election to be treated as a
"business development company" as that term is defined in the Investment Company
Act of 1940, as amended.
The Company's primary investment objective is to achieve long-term capital
appreciation of its assets, rather than current income, by investing in equity
and debt securities of and providing managerial assistance to, emerging and
established companies that management believes offer significant potential
opportunities for growth (individually, "portfolio company", collectively,
"portfolio companies"). The Company has and plans to continue to invest
primarily in United States based portfolio companies "strategically-linked" to
the Caribbean and Latin America. The Company considers companies to be
strategically-linked to the Caribbean and Latin America if they derive
substantial revenue (at least 50%) from operations or transactions in the
Caribbean and Latin America or, if in the Company's view, they are positioned to
do so. The Company considers "Caribbean and Latin American" countries to be
Argentina, Aruba, the Bahamas, Barbados, Belize, Bolivia, Brazil, Chile,
Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, Guatemala,
Haiti, Honduras, Jamaica, Mexico, Netherlands Antilles, Nicaragua, Panama,
Paraguay, Peru, the Commonwealth of Puerto Rico, Trinidad and Tobago, Uruguay
and Venezuela. During 1997 and 1996 due to difficulties in locating quality
portfolio companies meeting the Company's investment objectives, the Company's
assets were primarily invested in U.S. Treasury bills. There can be no assurance
that the Company will be able to negotiate and complete transactions with
potential portfolio companies which meet the Company's investment objectives.
The Company considers "emerging companies" to be those companies in the early
stages of development with little or no operating history, and minimal revenue
or profits, which the Company anticipates will increase revenues and become
profitable. The Company considers "established companies" to be those with an
existing revenue and profit base. To a lesser extent, certain of the emerging
and established companies in which the Company invests may be in "turnaround" or
other restructuring situations.
The Company has placed and intends to place its emphasis on private investments
in restricted securities for which the Company is granted registration rights
and/or rights to participate in the sale of securities of a portfolio company by
other stockholders.
Such investments may be private investments in capital stock of privately-held
companies that the Company anticipates will engage in a public offering within
one to three years after the investment; private investments in capital stock of
publicly-held companies; or bridge loans which are convertible into common stock
or preferred stock of the issuer or issued together with equity participations
such as common stock, preferred stock or warrants to purchase such stock or a
combination thereof, or both, for privately-held companies which the Company
anticipates will complete a public offering, other financing or a merger or
acquisition transaction (other than a leveraged buy-out) within one to three
years from the date of investment.
<PAGE> 9
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES:
SECURITIES VALUATION:
Investments in unrestricted securities that are traded in the over-the-counter
market are generally valued at the closing bid price on the last day of the
period. U.S. Treasury bills are valued at market value. Restricted securities
and securities of non-public companies are valued at fair value as determined by
the Board of Directors. Because of the inherent uncertainty of such valuations,
the estimated values may differ significantly from the values that would have
been used had a ready market for the securities existed, and the differences
could be material.
USE OF ESTIMATES.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.
FURNITURE AND EQUIPMENT:
Furniture and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets.
ORGANIZATIONAL COSTS:
Organizational costs are stated net of accumulated amortization of $4,100 and
$2,600 at June 30, 1997 and 1996, respectively, and are being amortized using
the straight-line method over five years.
INCOME TAXES:
The Company is not entitled to the special treatment available to regulated
investment companies and is taxed as a regular corporation for federal and state
income tax purposes. The aggregate cost of securities at June 30, 1997 and 1996
for federal income tax purposes and financial reporting purposes was the same.
The aggregate net unrealized depreciation for the six months ended June 30, 1997
and 1996 is $14,200 and $28,200, respectively.
PER SHARE AMOUNTS:
Per share amounts are computed by dividing the net investment income (loss) and
net realized and unrealized gains (losses) on investments by the weighted
average number of shares outstanding throughout the year.
3. CONCENTRATION OF CREDIT RISK:
Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of cash and cash equivalents. During the year
the Company had deposits with financial institutions which were not covered by
the Federal Deposit Insurance Corporation. Management regularly monitors their
balances and attempts to keep this potential risk to a minimum by maintaining
their accounts with financial institutions they believe are of good quality.
<PAGE> 10
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
4. INVESTMENTS:
INVESTMENTS INCLUDE THE FOLLOWING AT JUNE 30, 1997 AND 1996:
VALUE VALUE
PRINCIPAL TYPE OF ISSUE AND JUNE 30, JUNE 30,
AMOUNT NAME OF ISSUER 1997 1996
- -------------------------------------------------------------------------------
U.S. Treasury bills (73.4%
and 87.7% of net assets at
June 30, 1997 and 1996,
respectively)
$ 487,890 U.S. Treasury bill,
$500,000 face value,
matures July 11, 1996 -- $ 499,200
$ 1,465,940 U.S. Treasury bill,
$1,500,000 face value,
matures August 8, 1996 -- 1,491,800
$ 1,975,800 U.S. Treasury bill,
$2,000,000 face value,
matures September 5, 1996 -- 1,980,600
$ 476,030 U.S. Treasury bill,
$500,000 face value,
matures November 14, 1996 -- 490,100
$ 1,481,630 U.S. Treasury bill,
$1,500,000 face value,
matures August 7, 1997 $ 1,491,500 --
$ 494,230 U.S. Treasury bill,
$500,000 face value,
matures August 14, 1997 496,600 --
$ 1,482,065 U.S. Treasury bills,
$1,500,000 face value,
matures September 4, 1997 1,485,500 --
----------- -----------
Total U.S. Treasury bills $ 3,473,600 $ 4,461,700
=========== ===========
<PAGE> 11
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
4. INVESTMENTS (CONTINUED):
NUMBER OF NUMBER OF
SHARES SHARES VALUE VALUE
JUNE 30, JUNE 30, TYPE OF ISSUE AND JUNE 30, JUNE 30,
1997 1996 NAME OF ISSUER 1997 1996
- -------------------------------------------------------------------------------
Common stocks (5.5% and
0.0% of net assets
at June 30, 1997 and
1996, respectively:
130,000 -- The Americas Group, Inc.
(unrestricted) $ 260,000 $ --
Majority owned (restricted):
-- 80 Americas Growth
Partners, Inc. -- --
---------- -------
$ 260,000 $ --
========== =======
NUMBER OF NUMBER OF
WARRANTS WARRANTS VALUE VALUE
JUNE 30, JUNE 30, TYPE OF ISSUE AND JUNE 30, JUNE 30,
1997 1996 NAME OF ISSUER 1997 1996
- -------------------------------------------------------------------------------
Common stocks warrants:
(0.2% and 0.0% of net
assets at June 30, 1997
and 1996, respectively)
Restricted:
- 1 Greg Manning
Auctions, Inc. $ -- $ --
1 - Globalink $ 8,800 $ --
========= =======
Golf Reservations
of America, Inc.
2 2 Class A $ -- $ --
2 2 Class B $ -- $ --
========= =======
<PAGE> 12
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
4. INVESTMENTS (CONTINUED):
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
OF NOTES OF NOTES VALUE VALUE
JUNE 30, JUNE 30, TYPE OF ISSUE AND JUNE 30, JUNE 30,
1997 1996 NAME OF ISSUER 1997 1996
- -------------------------------------------------------------------------------
Notes (0.0% and 2.5% of
net assets at June 30,
1997 and 1996, respectively)
$ - $ 50,000 Golf Reservations of
America, Inc. $ -- $ 25,000
$ - $ 100,000 Approved Financial
Corporation -- 100,000
------ --------
$ -- $125,000
====== ========
In January, 1997, the Company invested $250,000 in The Americas Group, Inc.
(TAG), an unaffiliated company, pursuant to a private placement under Rule 504
of Regulation D of the Securities Act of 1933. The Company received 125,000
shares of TAG common stock. In addition, the Company also received 5,000 shares
of common stock in consideration of the Company's chairman serving on TAG's
board of advisors.
In December 1996, the Company purchased in a private placement for an aggregate
consideration of $500,000, 14,953 shares of Globalink, Inc. (Globalink), 8%
convertible, redeemable preferred stock and a warrant entitling the holder to
purchase 149,530 shares of Globalink common stock at $4.18 per share through
December 20, 2001. Each share of preferred stock is convertible into ten shares
of Globalink common stock at the original purchase price of the preferred stock,
subject to adjustment should certain events occur. During May 1997, the Company
converted and sold all of its shares of Globalink. At June 30, 1997, the Company
holds a warrant for which the Board of Directors has valued at $8,800.
The Company agreed to loan up to $200,000 to Golf Reservations of America, Inc.
("Golf") pursuant to two 10% promissory notes in January and March, 1995. As of
June 30, 1997 and 1996, the outstanding balance was $50,000. The note is in
default as of June 30, 1997 and the Board of Directors has valued the note at $0
as of that date. In connection with the notes, the Company received warrants to
purchase an aggregate 110,906 shares of Golf's common stock at an exercise price
of $1.88 per share. As of June 30, 1997 and 1996, the Board of Directors has
valued the warrants at $0.
<PAGE> 13
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
4. INVESTMENTS (CONTINUED):
On July 6, 1995, the Company entered into a joint venture agreement with
Approved Financial Corporation (Approved) to market commercial loans to
businesses that derive, or are in a position to derive, a substantial portion of
their revenue from the Caribbean and Latin America. The loans were to be secured
by qualified first or second mortgages. On August 1, 1995, the Company provided
Approved with a $200,000 credit facility bearing interest at prime. On July 24,
1996, the outstanding credit facility was repaid in full and the joint venture
was terminated.
During 1995, the Company advanced funds to Americas Growth Partners, Inc. (AGP)
aggregating $22,608 pursuant to a 10% promissory note. In addition, the Company
received 80 shares of AGP common stock, representing an 80% interest, in
connection with the promissory note. AGP is a publishing and consulting business
which began operations in January, 1995 and currently as ceased operations. The
Board of Directors deemed the note receivable to be uncollectible and the
Company recognized a realized loss on the outstanding balance during 1996. The
Board of Directors has valued the common stock at $0 as of June 30, 1997. AGP's
operating results for 1997 and 1996 were not significant.
5. CASH AND CASH EQUIVALENTS:
Number of Number of Cost and Cost and
Shares Shares Value Value
June 30, June 30, Type of Issue and June 30, June 30,
1997 1996 Name of Issuer 1997 1996
- -------------------------------------------------------------------------------
984,100 425,700 Money market fund,
Cortland Trust, Inc. $ 984,100 $ 425,700
-- -- Checking account
with bank 1,600 10,900
--------- ---------
Total cash and cash
equivalents (20.8 %
and 8.6% of net assets
at June 30, 1997 and
1996, respectively) $ 985,700 $ 436,600
========= =========
<PAGE> 14
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
6. FURNITURE AND EQUIPMENT:
Furniture and equipment are comprised of the following at June 30, 1997 and
1996:
1997 1996
-------- --------
Furniture and fixtures $ 1,500 $ 1,500
Computer equipment 17,900 16,400
-------- --------
19,400 17,900
Less accumulated depreciation (3,700) (2,000)
-------- --------
$ 15,700 $ 15,900
======== ========
7. INCOME TAXES:
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The deferred tax
liability is the result of unrealized appreciation (depreciation) on investments
and the use of accelerated depreciation methods for income tax purposes.
The significant components of deferred tax assets and liabilities on the balance
sheet at June 30, 1997 and 1996 are:
Deferred tax assets:
Net operating loss $71,800 $42,000
Unrealized depreciation of investments 17,400 9,000
------- -------
89,200 51,000
Less valuation allowance 83,200 --
------- -------
6,000 51,000
Deferred tax liability:
Depreciation 2,700 2,900
------- -------
Net deferred tax asset $ 3,300 $48,100
======= =======
<PAGE> 15
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
7. INCOME TAXES (CONTINUED):
Significant components of the provision for income taxes (benefits) attributable
to continuing operations in 1997 and 1996 are as follows:
1997 1996
-------- --------
[S] [C] [C]
Current:
Federal $ -- $ --
State -- --
-------- --------
-- --
-------- --------
Deferred:
Federal (benefit) (16,700) (39,000)
State (benefit) (6,400) (7,400)
-------- --------
(23,100) (46,400)
Increase in valuation allowance 23,100 --
-------- --------
Provision for income taxes
(benefit) $ -- $(46,400)
======== ========
The provision for income taxes at the Company's effective tax rate differed from
the provision for income taxes at the statutory rate (1997, 15%; 1996, 35%) as
follows:
Computed tax expense (benefit)
at the expected statutory rate $(19,900) $(48,600)
State tax, net of federal effect (6,200) (4,900)
Valuation allowance 23,100 --
Other 3,000 7,100
-------- --------
$ -- $(46,400)
======== ========
The Company generated net federal operating losses in the amount of
approximately $406,600 of which approximately $40,800 has been carried back to
prior years resulting in a net operating loss carryforward of approximately
$365,800 which will expire in the year 2011.
8. RELATED PARTY TRANSACTIONS:
The Company has entered into one year renewable consulting agreements with an
entity of which a director of the Company was Chairman and President. The
agreement terminated in July, 1996. The Company paid $18,000 during the period
ended June 30, 1996.
The Company leased its office space pursuant to a noncancelable operating lease
which expired in September, 1995. Commencing in October 1995, the Company is
provided with free office space by a law firm with which the Chairman is "of
counsel". The Company paid and accrued the law firm legal fees of approximately
$42,900 and $29,300 in the six months ended June 30, 1997 and 1996,
respectively.
<PAGE> 16
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996
(UNAUDITED)
8. RELATED PARTY TRANSACTIONS (CONTINUED):
On August 10, 1994, the Company entered into an Employment Agreement with its
President who also serves as the Company's Chairman of the Board and Portfolio
Manager. The term of the Employment Agreement was for an initial three year
term, which is automatically extended one additional year on each anniversary of
the Employment Agreement beginning in August 30, 1996 unless the Board of
Directors provides Mr. Sokolow with one year prior notice that the term shall
not be extended. The Employment Agreement currently terminates on August 30,
1999, unless extended in accordance with its terms. Under the Employment
Agreement, Mr. Sokolow received a salary of $96,100 in 1996, which amount
increases annually by the percentage increase in the consumer price index. The
Company paid the president $49,600 and $47,300 pursuant to this agreement for
the six months ended June 30, 1997 and 1996, respectively.
9. PROFIT SHARING PLAN:
The Company provides an employee profit sharing plan (the Plan) which provides
for a performance fee equal to twenty percent (20%) of net income. As of June
30, 1997 and 1996, there was no accrual in connection with the Plan.
10. MERGER ACTIVITY:
On November 21, 1995, the Company entered into a non-binding letter of intent
with Tallard Technologies B.V. (Tallard), a privately-held company. The
contemplated merger with Tallard was terminated prior to June 30, 1996.
On June 15, 1996, the Company entered into an Agreement and Plan of Merger with
Advanced Electronic Support Products, Inc. (AESP), a privately held company
engaged in the manufacturing and international distribution of computer
connectivity and networking products. Prior to December 31, 1996, the
contemplated merger with Advanced Electronics Support Products, Inc. was
terminated. The Company incurred approximately $136,700 of legal and other costs
associated with the merger. These costs have been charged to operations.
11. CONTINGENCY:
On November 26, 1996, a derivative stockholders' suit alleging breach of
fiduciary duty under the Investment Company Act of 1940 was filed against the
Company and its board of directors. The plaintiffs seek a permanent injunction
pursuant to Section 36(a) of the Investment Company Act of 1940 to enjoin the
Company's board of directors from making any investments or expenditures, except
for payment of regular expenses and salaries and from acting in their fiduciary
capacities as directors and officers of the Company. The plaintiffs also seek an
unspecified amount of damages. Based on information currently available, the
management of the Company does not believe that the ultimate resolution of this
litigation will have a material adverse impact on the financial position or
results of operations of the Company.
12. OTHER:
JWCharles Financial Services, Inc. ("JWCharles") has filed a registration
statement with the Securities and Exchange Commission relating to its intended
offer to exchange 0.418 shares of common stock of JWCharles for each properly
tendered share of the Company's common stock. The Board of Directors of the
Company intends to meet to consider such exchange offer if and when such
registration statement has been declared effective by the Securities and
Exchange Commission.
<PAGE> 17
PART I - FINANCIAL INFORMATION (continued)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997
As a result of operations, the net assets increased approximately
$1,400 (or approximately 0.03% of net assets) during the quarter ended June 30,
1997. For the comparable period in 1996, net assets decreased approximately
$50,900. The net increase in net assets resulting from operations for the
quarter ended June 30, 1997 was primarily due to resulted from a net investment
gain of $18,200 and an increase in unrealized appreciation of investments of
$23,500.
The Company recognized investment income (which consisted entirely of
interest income) of approximately $54,000 for the quarter ended June 30, 1997
as compared to $61,600 for the quarter ended June 30, 1996. The lower
investment income resulted primarily from lower interest rates.
Expenses aggregated approximately $94,300 during the quarter ended June
30, 1997 which included salaries, accounting fees, consulting fees, legal fees,
rent and administrative expenses. Expenses for the quarter ended June 30, 1996
were approximately $123,300. The decreased expenses for the quarter ended June
30, 1997 resulted primarily from a decrease in consulting fees to $2,500 from
$19,200 and a decrease in legal fees to $38,200 from $52,800 due to legal fees
associated with the negotiation of the potential merger transaction with
Advanced Electronic Support Services, Inc. and the terminated merger
negotiations with Tallard Technologies B.V. which occurred in the quarter ended
June 30, 1996.
Six Months Ended June 30, 1997
As a result of operations, net assets decreased 132,900 (or
approximately 2.8% of net assets) during the six months ended June 30, 1997.
For the comparable period in 1996, the net assets decreased approximately
$92,500. The decrease in net assets resulting from operations for the six
months ended June 30, 1997 was primarily due to a net investment loss of
$139,100 and an increase in unrealized depreciation of investments of $14,200.
The Company recognized investment income (which consisted primarily of
interest income) of approximately $124,700 for the six months ended June 30,
1997 as compared to 126,700 for the six months ended June 30, 1996. The lower
investment income resulted primarily from lower interest rates.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company had cash and cash equivalents of
approximately $985,700 and US Treasury Bills of approximately $3,473,600 as
compared to cash and cash equivalents of approximately $436,600 and US Treasury
Bills of approximately $4,461,700 at June 30, 1996. The decrease in capital
resources for the six months ended June 30, 1997 of $439,000 was primarily due
to a net investment loss of $139,100 as compared to the decrease in capital
resources for the six months ended June 30, 1996 which was primarily due to a
net investment loss of $74,200. As of June 30, 1997, the Company had
liabilities of approximately $44,100.
<PAGE> 18
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
On November 26, 1996, a purported derivative stockholders' suit
alleging breach of fiduciary duty under the Investment Company Act of 1940 was
filed in the Circuit Court for the Fifteenth Judicial Circuit in Palm Beach
County, Florida against, among others, the Company and its board of directors.
The suit was filed by Kevin King, Herbert Hill, a general partner of Double H
Investment Co. and Bargelt Investments, Bonnie Cool Hayes and Ronald Hayes, who
purportedly own an aggregate of approximately 10% of the Company's outstanding
shares of common stock. The plaintiffs seek certain equitable relief, including
enjoining the directors from acting in their capacities as directors of the
Company and from making any investments or expenditures, except for payment of
regular expenses and salaries, and an unspecified amount of damages in
connection with, among other things, the previously announced proposed merger
between the Company and Advanced Electronic Support Products, Inc. ("AESP"),
which proposed merger was terminated by mutual agreement of the Company and
AESP on November 8, 1996. The Company has removed such suit to the United
States District Court, Southern District of Florida, Miami Division. The
defendants believe that the suit is completely without merit and are vigorously
contesting the plaintiffs' claims. The Company and the other defendants have
filed several motions to dismiss this suit. Based upon information currently
available, the management of the Company does not believe that the ultimate
solution of this litigation will have a material adverse impact on the
financial position or results of operations of the Company.
Pursuant to the Company's Articles of Incorporation, Bylaws and
applicable federal and state law, the board of directors has sought
indemnification regarding this suit and the Company has agreed to indemnify the
board of directors in connection therewith. As part of such indemnification, the
Company has agreed to advance legal fees and expenses incurred by the board of
directors in defending such suit. Each board member has affirmed in writing his
good faith belief that the standard of conduct necessary for indemnification by
the Company has been met and each board member has made a written undertaking
to repay any such advance if it should be ultimately determined that the
standard of conduct has not been met. The Company is not currently engaged in
any other pending legal proceedings.
Item 2. CHANGES IN SECURITIES.
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the
quarter covered by this report.
Item 5. OTHER INFORMATION.
JWCharles Financial Services, Inc. ("JWCharles") has filed a
registration statement with the Securities and Exchange Commission relating to
its intended offer to exchange 0.431 shares of common stock of JWCharles for
each properly tendered share of the Company's common stock. The Company has been
advised that such registration statement was declared effective by the
Securities and Exchange Commission on August 13, 1997. The Board of Directors of
the Company intends to meet during the week of August 18, 1997 to consider such
exchange offer.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit 27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
None
<PAGE> 19
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.
THE AMERICAS GROWTH FUND, INC.
By: /s/ LEONARD J. SOKOLOW
------------------------------------
Leonard J. Sokolow
Chairman of the Board, President and
Chief Financial Officer
(Principal Executive, Financial and
Accounting Officer)
Date: August 14, 1997
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