<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, 1998
or
[x] 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
incorporation or organization) Identification No.)
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, 1998 and 1997. (Unaudited)
Statements of Operations for the three months and six months ended June 30, 1998
and 1997. (Unaudited)
Statements of Changes in Net Assets for the six months ended June 30, 1998 and
1997. (Unaudited)
Statements of Cash Flows for the six months ended June 30, 1998 and 1997.
(Unaudited)
Notes to Financial Statements. (Unaudited)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES.
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.
BALANCE SHEETS
JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Assets:
Investments at market or fair value:
Investments in U.S. Treasury Bills $ 3,489,100 $ 3,473,600
Investment in common stock 110,500 260,000
Investment in warrant 92,100 8,800
----------- -----------
Total investments (amortized cost of $3,821,700
and $4,555,700 for 1998 and 1997, respectively) 3,691,700 3,742,400
Cash and cash equivalents 755,600 985,700
Prepaid expenses 1,800 22,200
Deferred tax asset 1,500 6,000
Furniture and equipment, net 14,000 15,700
Organizational costs, net 1,900 3,400
Deposits 1,100 1,100
----------- -----------
4,467,600 4,776,500
----------- -----------
Liabilities:
Accounts payable 4,900 36,000
Accrued directors fees 6,400 5,400
Deferred tax liability 1,500 2,700
----------- -----------
12,800 44,100
----------- -----------
$ 4,454,800 $ 4,732,400
=========== ===========
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 (605,500) (405,500)
Realized gains on investments 31,800 43,700
Unrealized depreciation of investments (125,500) (59,800)
----------- -----------
(699,200) (421,600)
----------- -----------
Net assets applicable to outstanding common shares
(equivalent to $3.52 and $3.74 per share for 1998
and 1997, respectively, based on outstanding
common shares of 1,265,100) $ 4,454,800 $ 4,732,400
=========== ===========
</TABLE>
Read the accompanying notes.
<PAGE> 4
STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------------- -----------------------------------
JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 JUNE 30, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Interest $ 51,300 $ 48,000 $ 103,300 $ 97,500
Dividends - 6,000 - 17,200
Other - - - 10,000
--------- --------- --------- ----------
51,300 54,000 103,300 124,700
--------- --------- --------- ----------
Expenses:
Salaries 26,100 24,800 52,100 49,600
Professional fees 53,100 38,200 67,400 160,900
Board of Directors fees 3,500 3,500 7,000 7,000
Other 24,500 27,800 38,800 46,300
--------- --------- --------- ----------
107,200 94,300 165,300 263,800
--------- --------- --------- ----------
Investment loss before income tax (benefit) (55,900) (40,300) (62,000) (139,100)
Less income tax (benefit) - - - -
--------- --------- --------- ----------
Net investment loss (55,900) (40,300) (62,000) (139,100)
--------- --------- --------- ----------
Realized gain on investments 43,400 18,200 43,400 20,400
Less income tax (benefit) applicable to
realized gain on investments - - - -
--------- --------- --------- ----------
43,400 18,200 43,400 20,400
--------- --------- --------- ----------
Unrealized appreciation (depreciation) of investments 102,500 23,500 100,800 (14,200)
Less income tax (benefit) applicable
to unrealized depreciation of investments - - - -
--------- --------- --------- ----------
102,500 23,500 100,800 (14,200)
--------- --------- --------- ----------
Net increase (decrease) in net assets
resulting from operations $ 90,000 $ 1,400 $ 82,200 $ (132,900)
========= ========= ========= ==========
Per-share amounts:
Net investment loss $ (0.04) $ (0.03) $ (0.05) $ (0.11)
Net realized gains on investments 0.03 0.01 0.03 0.02
Net unrealized gains (losses) on investments 0.08 0.02 0.08 (0.01)
--------- --------- --------- ----------
$ 0.07 $ - $ 0.06 $ (0.10)
========= ========= ========= ==========
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> 5
THE AMERICAS GROWTH FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Net investment loss $ (62,000) $ (139,100)
Net realized gain on investments 43,400 20,400
Net increase in unrealized appreciation
(depreciation) of investments 100,800 (14,200)
----------- -----------
Net increase (decrease) in net assets resulting
from operations 82,200 (132,900)
Net assets at beginning of period 4,372,600 4,865,300
----------- -----------
Net assets at end of period
(includes undistributed net investment
loss of ($605,500) and ($405,500) at
June 30, 1998 and 1997, respectively) $ 4,454,800 $ 4,732,400
=========== ===========
</TABLE>
Read the accompanying notes.
<PAGE> 6
THE AMERICAS GROWTH FUND, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Source of cash:
Interest $ 18,300 $ 6,500
------------ ------------
Uses of cash:
Payroll 52,100 49,600
Operating expenses 116,900 242,200
------------ ------------
169,000 291,800
------------ ------------
Cash (used-in) operating activities (150,700) (285,300)
------------ ------------
Cash flows from investing activities:
Sources of cash:
Proceeds from sale of U.S. Treasury Bills 13,500,000 8,000,000
Proceeds from sale of common stock 219,700 515,400
------------ ------------
13,719,700 8,515,400
------------ ------------
Uses of cash:
Purchase of U.S. Treasury Bills 13,410,600 7,410,300
Purchase of common stock 226,800 250,000
Purchase of equipment 3,400 --
------------ ------------
13,640,800 7,660,300
------------ ------------
Cash provided by investing activities 78,900 855,100
------------ ------------
(Decrease) increase in cash and cash equivalents (71,800) 569,800
Cash and cash equivalents at beginning of period 827,400 415,900
------------ ------------
Cash and cash equivalents at end of period $ 755,600 $ 985,700
============ ============
</TABLE>
Read the accompanying notes.
<PAGE> 7
THE AMERICAS GROWTH FUND, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Reconciliation of net increase (decrease) in net
assets resulting from operations to cash used-in
operating activities:
Net increase (decrease) in net assets resulting
from operations $ 82,200 $(132,900)
--------- ---------
Adjustments to reconcile net increase (decrease) in
net assets resulting from operations to cash (used-in)
operating activities:
Accretion of discount on U.S. Treasury Bills (85,000) (91,000)
Realized (gain) on investments (43,400) (20,400)
Amortization and depreciation 1,400 1,700
Unrealized (appreciation) depreciation of investments (100,800) 14,200
Stock dividends and stock compensation -- (27,200)
Changes in assets and liabilities:
Accounts payable (2,400) (31,500)
Accrued directors fees (2,700) 1,800
--------- ---------
Total adjustments (232,900) (152,400)
--------- ---------
Cash (used-in) operating activities $(150,700) $(285,300)
========= =========
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)
---------
$ --
=========
</TABLE>
Read the accompanying notes.
<PAGE> 8
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997
(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 1998 and 1997 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 participation 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, 1998 AND 1997
(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 year. U.S. Treasury bills are valued at market
value. Restricted securities are valued at fair value as determined
by the Board of Directors based on the circumstances of each
individual case. Such valuations of restricted securities could be
based upon a multiple of earnings, a discount from market of a
similar freely traded security, yield to maturity with respect to
debt issues, or a combination of these and other methods determined
to be appropriate in good faith by the Board of Directors. Restricted
convertible securities are valued based on the closing bid price on
the last day of the year of the underlying securities, for which
quoted market prices are available, taking into account any
appropriate adjustments for dividend features, registration rights,
market discounts or other factors as deemed appropriate by the Board
of Directors. Warrants and options to acquire equity securities are
valued using an option pricing model. Because of the inherent
uncertainty of valuation, those 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
$5,600 and $4,100 at June 30, 1998 and 1997, respectively, and are
being amortized using the straight-line method over five years.
<PAGE> 10
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(UNAUDITED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
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, 1998 and 1997 for federal income tax purposes
and financial reporting purposes was the same. The aggregate net
unrealized appreciation (depreciation) for the six months ended June
30, 1998 and 1997 is $100,800 and ($14,200) 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> 11
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(UNAUDITED)
4. INVESTMENTS:
Investments include the following at June 30, 1998 and 1997:
<TABLE>
<CAPTION>
VALUE VALUE
PRINCIPAL TYPE OF ISSUE AND JUNE 30, JUNE 30,
AMOUNT NAME OF ISSUER 1998 1997
----------------- -------------------------------- ----------------- ---------------
<S> <C> <C> <C>
U.S. Treasury bills (78.0%
and 73.4% of net assets at
June 30, 1998 and 1997,
respectively):
$ 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 bill,
$1,500,000 face value,
matures September 4, 1997 -- 1,485,500
$ 498,010 U.S. Treasury bill,
$500,000 face value,
matures July 2, 1998
499,700 --
$ 2,966,205 U.S. Treasury bill,
$3,000,000 face value,
matures July 23, 1998 2,989,400 --
----------------- ---------------
Total U.S. Treasury bills $ 3,489,100 $ 3,473,600
================= ===============
</TABLE>
<PAGE> 12
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(UNAUDITED)
4. INVESTMENTS (CONTINUED):
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES TYPE OF ISSUE VALUE VALUE
JUNE 30, JUNE 30, AND NAME OF JUNE 30, JUNE 30,
1998 1997 ISSUER 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stocks (2.4% and
5.5% of net assets at
June 30, 1998 and
1997, respectively):
The Americas Group, Inc.
130,000 130,000 (unrestricted) $ 50,000 $ 260,000
15,606 -- Globalink (unrestricted)
60,500 --
------------ ------------
$ 110,500 $ 260,000
============ ============
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
WARRANTS WARRANTS TYPE OF ISSUE VALUE VALUE
JUNE 30, JUNE 30, AND NAME OF JUNE 30, JUNE 30,
1998 1997 ISSUER 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock warrants:
(2.1% and 0.2% of net
assets at June 30, 1998
and 1997, respectively):
Restricted:
1 1 Globalink, Inc. $ 92,100 $ 8,800
=========== =======
Golf Reservations of
America, Inc.
-- 2 Class A $ -- $ --
-- 2 Class B $ -- $ --
=========== =======
</TABLE>
<PAGE> 13
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(UNAUDITED)
4. INVESTMENTS (CONTINUED):
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 192,894 shares of Globalink common
stock at a revised price of $3.24 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.
During June, 1998, the Company exercised the warrant and purchased
70,000 shares of Globalink. Subsequent to June 30, 1998 the Company
exercised the remainder of the warrant and sold all of the common
shares. At June 30, 1998, the Company held the warrant, with a remainder
of 122,894 shares, for which the Board of Directors has valued at
$92,100.
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, 1998, they were deemed worthless by the
Board. 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, 1998, the Board of
Directors has also deemed the warrants as worthless.
5. CASH AND CASH EQUIVALENTS:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF COST AND COST AND
SHARES SHARES TYPE OF ISSUE VALUE VALUE
JUNE 30, JUNE 30, AND NAME OF JUNE 30, JUNE 30,
1998 1997 ISSUER 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
744,600 984,100 Money market fund,
Cortland Trust, Inc. $ 744,600 $ 984,100
-- -- Checking account
with bank 11,000 1,600
------------ ------------
Total cash and cash
equivalents (17.0% and
20.8% of net assets
at June 30, 1998 and
1997, respectively) $ 755,600 $ 985,700
============ ============
</TABLE>
<PAGE> 14
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(UNAUDITED)
6. FURNITURE AND EQUIPMENT:
Furniture and equipment are comprised of the following at June 30, 1998
and 1997:
1998 1997
-------- --------
Furniture and fixtures $ 1,500 1,500
Computer equipment 15,800 17,900
-------- --------
17,300 19,400
Less accumulated depreciation (3,300) (3,700)
-------- --------
$ 14,000 $ 15,700
======== ========
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, 1998 and 1997 are:
Deferred tax assets:
Net operating loss $108,100 $ 71,800
Unrealized depreciation of investments 24,200 17,400
-------- --------
132,300 89,200
Less valuation allowance 130,800 83,200
-------- --------
1,500 6,000
Deferred tax liability:
Depreciation 1,500 2,700
-------- --------
Net deferred tax asset $ -- 3,300
======== ========
<PAGE> 15
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(UNAUDITED)
7. INCOME TAXES (CONTINUED):
Significant components of the provision for income taxes (benefits)
attributable to continuing operations in 1998 and 1997 are as follows:
1998 1997
-------- --------
Current:
Federal $ -- $ --
State -- --
-------- --------
State -- --
-------- --------
Deferred:
Federal (benefit) 12,700 (16,700)
State (benefit) 4,900 (6,400)
-------- --------
17,600 (23,100)
Increase (decrease) in valuation allowance (17,600) 23,100
-------- --------
Provision for income tax benefits $ -- $ --
======== ========
The provision for income taxes at the Company's effective tax rate differed from
the provision for income taxes at the statutory rate (15%) as follows:
Computed tax expense (benefit)
at the expected statutory rate $ 12,300 $(19,900)
State tax, net of federal effect 3,600 (6,200)
Valuation allowance (17,600) 23,100
Other 1,700 3,000
-------- --------
$ -- $ --
======== ========
SFAS 109, ACCOUNTING FOR INCOME TAXES, requires a valuation allowance to reduce
the deferred tax assets reported if, based on the weight of the evidence, it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. After consideration of all the evidence, both positive and
negative, management has determined that a $130,800 valuation allowance at June
30, 1998 is necessary to reduce the deferred tax assets to the amount that will
more likely than not be realized. The change in the valuation allowance for the
six months ended June 30, 1998, is ($17,600). At June 30, 1998, the Company has
available net operating loss carryforwards of $550,900 which expire in the years
2010 through 2013.
<PAGE> 16
THE AMERICAS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998 AND 1997
(UNAUDITED)
8. RELATED PARTY TRANSACTIONS:
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 $7,400 and $42,900 in the six months ended
June 30, 1998 and 1997, respectively.
The Company entered into an employment agreement with the president of
the Company. The agreement currently terminates on August 30, 2000,
unless extended in accordance with its terms. Compensation is $90,000
per year with cost of living increases each year. The Company paid the
president $52,100 and $49,600 pursuant to this agreement for the six
months ended June 30, 1998 and 1997, 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, 1998 and 1997, there was no accrual in connection
with the Plan.
10. MERGER ACTIVITY:
In September 1997, JW Charles Financial Services, Inc. ("JW Charles")
completed its offer to exchange (the "Exchange Offer") shares of its
common stock, par value $.001 per share ("JW Charles Shares"), for any
and all (but not less than 51%) of the outstanding shares of common
stock, par value $.01 per share ("Company Shares") of the Company. At
that time, JW Charles reported that a total of approximately 822,938
Company Shares (including approximately 16,380 Company Shares tendered
subject to Notices of Guaranteed Delivery) were validly tendered and not
withdrawn pursuant to the Exchange Offer and were accepted by JW Charles
for exchange in accordance with the terms of the Exchange Offer on the
basis of 0.431 of a JW Charles Share for each Company Share. As a result
of the Exchange Offer, JW Charles reported that it beneficially owned
1,149,488 Company Shares, representing approximately 90.9% of the
outstanding Company Shares.
Since JW Charles owned more than 90% of the outstanding Company Shares,
under Maryland General Corporation Law and the Florida Business
Corporation Act, JW Charles advised the Company that it intended to
merge the Company with and into JW Charles without a vote of the
Company's shareholders. Because the merger could have been deemed to
involve the purchase of property of the Company by JW Charles, the
merger might have been prohibited under Section 57(a) (2) of the
Investment Company Act of 1940 (the "1940 Act") in the absence of
exemptive relief from the Securities and Exchange Commission (the
"Commission"). Accordingly, in December 1997, an Application for an
Order to exempt the merger from Section 57(a) (2) of the 1940 Act was
filed with the Commission. On May 20, 1998, the Commission issued the
requested order. In June 1998, JW Charles combined with Genesis Merchant
Group Securities, LCC to form a new entity, JWGenesis Financial Corp.
("JWGenesis"). JWGenesis has advised the Company that it intends to
proceed with the "short-form" merger of the Company with and into
JWGenesis. If the contemplated merger is completed, the Company
understands that shareholders of the Company will receive 0.431 of a
share of common stock of JWGenesis for each Company Share owned by each
shareholder.
<PAGE> 17
PART I - FINANCIAL INFORMATION (continued)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND LIQUIDITY
RESULTS OF OPERATIONS
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997
As a result of operations, net assets increased approximately $90,000
(or approximately 2.0% of net assets) during the quarter ended June 30, 1998.
For the comparable period in 1997, net assets decreased approximately $1,400.
The net increase in net assets resulting from operations for the quarter ended
June 30, 1998 was primarily due to a net investment gain of $43,400 and an
increase in unrealized appreciation of investments of $102,500.
The Company recognized investment income (which consisted entirely of
interest income) of approximately $51,300 for the quarter ended June 30, 1998 as
compared to $54,000 for the quarter ended June 30, 1997. The lower investment
income resulted primarily from the lack of dividends.
Expenses aggregated approximately $107,200 during the quarter ended
June 30, 1998 which included salaries, accounting fees, consulting fees, legal
fees and administrative expenses. Expenses for the quarter ended June 30, 1997
were approximately $94,300. The increased expenses for the quarter ended June
30, 1998 resulted primarily from an increase of professional fees to $53,100
from $38,200 due to legal and accounting fees associated with the filings by
JWGenesis Financial Corp. in connection with its exchange offer (the "Exchange
Offer"). Pursuant to such Exchange Offer JWGenesis Financial Corp. is seeking to
exchange with the shareholders of the Company the Company's shares of common
stock for shares of JWGenesis Financial Corp. See "Part II - Item 5. Other
Information."
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
As a result of operations, net assets increased $82,200 (or
approximately 1.8% of net assets) during the six months ended June 30, 1998. For
the comparable period in 1997, net assets decreased approximately $132,900. The
increase in net assets resulting from operations for the six months ended June
30, 1998 was primarily due to a net investment gain of $43,400 and an increase
in unrealized appreciation of investments of $100,800.
The Company recognized investment income (which consisted primarily of
interest income) of approximately $103,300 for the six months ended June 30,
1998 as compared to $124,700 for the six months ended June 30, 1997. The lower
investment income resulted primarily from the lack of dividends and other
income.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1998, the Company had cash and cash equivalents of
approximately $755,600 and U.S. Treasury Bills of approximately $3,489,100 as
compared to cash and cash equivalents of approximately $985,700 and U.S.
Treasury Bills of approximately $3,473,600 at June 30, 1997. The increase in
capital resources for the six months ended June 30, 1998 of $75,100 was
primarily due to an increase in unrealized appreciation of investments of
$100,800 as compared to the decrease in capital resources for the six months
ended June 30, 1997 which was primarily due to a net investment loss of
$139,100. As of June 30, 1998, the company had liabilities of approximately
$12,800.
<PAGE> 18
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
Not applicable.
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.
In September 1997, JW Charles Financial Services, Inc. ("JW Charles") completed
its offer to exchange (the "Exchange Offer") shares of its common stock, par
value $.001 per share ("JW Charles Shares"), for any and all (but not less than
51%) of the outstanding shares of common stock, par value $.01 per share
("Company Shares") of the Company. At that time, JW Charles reported that a
total of approximately 822,938 Company Shares (including approximately 16,380
Company Shares tendered subject to Notices of Guaranteed Delivery) were validly
tendered and not withdrawn pursuant to the Exchange Offer and were accepted by
JW Charles for exchange in accordance with the terms of the Exchange Offer on
the basis of 0.431 of a JW Charles Share for each Company Share. As a result of
the Exchange Offer, JW Charles reported that it beneficially owned 1,149,488
Company Shares, representing approximately 90.9% of the outstanding Company
Shares.
Since JW Charles owned more than 90% of the outstanding Company Shares, under
Maryland General Corporation Law and the Florida Business Corporation Act, JW
Charles advised the Company that it intended to merge the Company with and into
JW Charles without a vote of the Company's shareholders. Because the merger
could have been deemed to involve the purchase of property of the Company by JW
Charles, the merger might have been prohibited under Section 57(a)(2) of the
Investment Company Act of 1940 (the "1940 Act") in the absence of exemptive
relief from the Securities and Exchange Commission (the "Commission").
Accordingly, in December 1997, an Application for an Order to exempt the merger
from Section 57(a)(2) of the 1940 Act was filed with the Commission. On May 20,
1998, the Commission issued the requested order. In June 1998, JW Charles
combined with Genesis Merchant Group Securities, LLC to form a new entity,
JWGenesis Financial Corp. ("JWGenesis"). JWGenesis has advised the Company that
it intends to proceed with the "short-form" merger of the Company with and into
JWGenesis. If the contemplated merger is completed, the Company understands that
shareholders of the Company will receive 0.431 of a share of common stock of
JWGenesis for each Company Share owned by each shareholder.
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 12, 1998
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
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