7
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED May 31, 2002
OR
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from the transition period from ____ to _____
Commission File Number 0-9987
GLOBUS GROWTH GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 13-2949462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
44 West 24th Street, New York, NY 10010
(Address of principal executive offices) (zip code)
(212) 243-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as the latest practicable date: 2,499,000 (including 151,743
held in treasury)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBUS GROWTH GROUP, INC.
CONDENSED BALANCE SHEETS
May 31, February 28,
2002 2002
----------- ------------
ASSETS (Unaudited) (See Note 1)
Cash $ 1,000
Investments in Securities (Note 3) $ 1,748,000 $ 1,748,000
Other Assets $ 14,000 $ 13,000
----------- -----------
TOTAL $ 1,763,000 $ 1,761,000
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Cash overdraft $ 0 $ 15,000
Accounts payable and accrued expenses $ 1,421,000 $ 1,417,000
Loans payable to officers/shareholders $ 454,000 $ 405,000
Demand loan payable to related party $ 350,000 $ 338,000
----------- -----------
Total Liabilities $ 2,225,000 $ 2,175,000
----------- -----------
Stockholders' equity (Note 2)
Preferred stock - $.10 par value, Authorized - 450,000 shares
None Issued
Series B convertible preferred stock - $.10 par value Authorized - 50,000
shares, None issued
Common stock - $.01 par value, Authorized - 4,500,000
shares, Issued 2,499,000 shares $ 25,000 $ 25,000
Additional paid in capital $ 2,747,000 $ 2,747,000
Treasury Stock, 151,743 shares ($ 41,000) ($ 41,000)
Accumulated deficit ($3,193,000) ($3,145,000)
----------- -----------
Total stockholders' deficiency ($ 462,000) ($ 414,000)
----------- -----------
TOTAL $ 1,763,000 $ 1,761,000
----------- -----------
(See Accompanying Notes to Financial Statements)
GLOBUS GROWTH GROUP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended May 31,
2002 2001
----------- -----------
Gain (loss) on investments:
Realized $ 0 $ 2,000
Unrealized $ 0 ($34,000)
----------- -----------
Total $ 0 ($32,000)
Dividend Income $ 0 $ 0
Consulting and other income - related party $ 32,000 $ 15,000
----------- -----------
TOTAL $ 32,000 ($17,000)
Expenses:
General and administrative $ 73,000 $ 72,000
Interest $ 7,000 $ 5,000
----------- -----------
TOTAL $ 80,000 $ 77,000
Loss from operations before taxes ($48,000) ($94,000)
Benefit/(Provision) for taxes $ 0 $ 0
----------- -----------
Net Loss ($48,000) ($94,000)
----------- -----------
Net Loss per share of common stock -
Basic and diluted (Note 2) ($0.02) ($0.04)
Weighted Average Number of shares of
Stock Outstanding - Basic and diluted
(Note 2) 2,347,257 2,347,257
----------- -----------
(See Accompanying Notes to Financial Statements)
GLOBUS GROWTH GROUP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months
Ended May 31,
2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($48,000) ($94,000)
Adjustments to reconcile net loss to net cash used in
operating activities:
Realized (gain) on investments ($2,000)
Unrealized loss on investments $ 0 $ 34,000
Increase in accounts payable, accrued expenses and
accrued interest on loans $ 10,000 $ 23,000
Decrease (increase) in prepaid assets ($1,000) $ 4,000
-------- --------
Net cash used in operating activities ($39,000) ($35,000)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments $ 0 $ 9,000
-------- --------
Net cash provided by investing activities $ 0 $ 9,000
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in cash overdraft ($15,000)
Increase in loans payable to shareholders $ 10,000 $ 0
Increase in loans payable to officers/shareholders $ 45,000 $ 30,000
-------- --------
Net cash provided by (used in) financing activities $ 40,000 $ 30,000
--------------------------------------------------------------------------------
Net increase in cash $ 1,000 $ 4,000
Cash - beginning of period $ 0 $ 21,000
-------- --------
Cash - end of period $ 1,000 $ 25,000
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 0 $ 0
Income Taxes $ 0 $ 0
(See Accompanying Notes to Financial Statements)
GLOBUS GROWTH GROUP, INC.
Notes to Condensed Financial Statements (Unaudited) May 31, 2002
Note 3
May 31, February 28,
2002 2002
---- ----
No. No.
Shares Value Cost Shares Value Cost
------ ----- ---- ------ ----- ----
Common Stock
Catamount Brewing Co. 23,215 $ 176,000 23,215 $ 176,000
Tumbleweed Communications Corp. 204 $ 0 $ 7,000 204 $ 1,000 $ 7,000
ValiGen, N.V 85,404 $ 50,000 $ 444,000 85,404 $ 50,000 $ 444,000
Repligen Corporation 468 $ 2,000 $ 1,000 468 $ 1,000 $ 1,000
Carta Proteomics, Inc. 33,333 $ 13,000 $ 13,000 33,333 $ 13,000 $ 13,000
---------- ---------- ---------- ----------
Total Common Stock $ 65,000 $ 641,000 $ 65,000 $ 641,000
---------- ---------- ---------- ----------
Preferred Stock
Catamount Brewing Co. Series A Pfd 4,286 $ 150,000 4,286 $ 150,000
Genitope Corp. Series A Pfd. 420,858 $ 842,000 $ 210,000 420,858 $ 842,000 $ 210,000
Genitope Corp. Series B Pfd. 332,992 $ 666,000 $ 420,000 332,992 $ 666,000 $ 420,000
Carta Proteomics, Inc. Series A Pfd. 100,000 $ 150,000 $ 150,000 100,000 $ 150,000 $ 150,000
Carta Proteomics, Inc. Series B Pfd. 10,000 $ 25,000 $ 25,000 10,000 $ 25,000 $ 25,000
---------- ---------- ---------- ----------
Total Preferred Stock $1,683,000 $ 955,000 $1,683,000 $ 955,000
---------- ---------- ---------- ----------
Total Investments $1,748,000 $1,596,000 $1,748,000 $1,596,000
---------- ---------- ---------- ----------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Prior to fiscal 1987, the Company was engaged in the camera and
photography business. On February 28, 1986, the Company sold its operating
business to an affiliated company and since that date the Company's principal
activity has been the making of investments in other companies.
At May 31, 2002, the Company had total assets of $1,763,000 compared to
total assets of $1,761,000 at February 28, 2002. Included in total assets were
investments of $1,748,000 at May 31, 2002 and February 28, 2002. Shareholders
deficiency was ($462,000) at May 31, 2002 and ($414,000) at February 28, 2002.
Loss on investments amounted to a loss of ($32,000) for the three month period
ended May 31, 2001. Included in such losses were realized gain of $2,000 and
($34,000) of unrealized loss for the three month period ended May 31, 2001.
Operating expenses, including interest charges, amounted to $80,000 for the 2002
three month period and $77,000 for the 2001 three month period. (Loss) from
operations, both before and after provision for taxes, was ($48,000) for the
three month period ended May 31, 2002 compared to ($94,000) for the three month
period ended May 31, 2001. Net (loss) per share was ($0.02) for the 2002 three
month period compared to ($0.04) for the comparable 2001 period. The weighted
average number of shares of Common Stock outstanding at May 31, 2002 and May 31,
2001 is 2,347,257.
Liquidity, Capital Resources and Other Matters Affecting Financial
Condition
The near term liquidity of the Company, as well as its near term capital
resources position, are presently dependent upon the continued willingness, as
to which there can be no assurance whatsoever, of the members of the Globus
family who have made loans to the Company not to demand full or substantially
full repayment of such loans and to continue to make loans to the Company, if
necessary. Thus, loans payable by the Company, including accrued interest, to
Mr. Stephen E. Globus (his individual account) amounted to $216,000 at May 31,
2002, an increase of $1,000 from February 28, 2002. This increase is due to an
increase in accrued interest. Loans payable by the Company, including interest,
to Mr. Richard D. Globus (his individual account) remained the same at $1,000 as
at February 28, 2002. Loans payable to Messrs. Stephen E. and Richard D. Globus
(a separate joint account), including accrued interest, amounted to $238,000 at
May 31, 2002, an increase of $49,000 from $189,000 at February 28, 2002. This
increase was due to an increase in principal of $45,000, and an increase in
accrued interest of approximately $4,000. As at May 31, 2002, loans payable to
another member of the Globus family, to wit: Ms. Jane Globus (the mother of
Stephen E. and Richard D. Globus), amounted to approximately $350,000, including
accrued interest. As at May 31, 2002, unpaid salary owing to Mr. Stephen E.
Globus was $691,000, and unpaid salary owing to Mr. Richard D. Globus was
$660,000; so that at such date the total of monies owed to Messrs. Stephen E.
Globus, Richard D. Globus and Ms. Jane Globus aggregated approximately
$2,156,000.
There are in fact presently no known events that can be considered certain
to occur which would materially change favorably either the short term or long
term liquidity (i.e., ability of the Company to generate adequate amounts of
cash to meet its needs for cash) or capital resources position (i.e., source of
funds) of the Company from that in which it presently finds itself, and, absent
continuation of the presently existing loans without call for payment, or
additional loans, from the Globus family, the present liquidity and capital
resources position of the Company necessarily adversely affects the financial
condition of the Company and its ability to make new investments. In such
connection it must be noted that: the profitability of a BDC, like the Company,
is largely dependent upon its ability to make
investments and upon increases in the value of its investments; and a BDC is
also subject to a number of risks which are not generally present in an
operating company, and which are discussed generally in Item 1 of the Company's
10K Report for its fiscal year ended February 28, 2002 to which Item reference
is hereby made. Reference is also hereby made to Item 1 and Item 7 of such
Report and to the Financial Statements and notes thereto contained in such
Report for information concerning the Company's investments and its financial
condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this Report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 11, 2002
GLOBUS GROWTH GROUP, INC.
(Registrant)
s/Stephen E. Globus
STEPHEN E. GLOBUS
Chairman of the Board,
(Principal Executive Officer)
s/Lisa M. Vislocky
LISA M. VISLOCKY
Vice President,
Chief Financial Officer