SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED August 31, 2003
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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes |_| No |X|
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 163,243
held in treasury)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBUS GROWTH GROUP, INC.
CONDENSED BALANCE SHEETS
August 31, February 28,
2003 2003
----------- ------------
ASSETS (Unaudited) (See Note 1)
Investments in Securities (Note 3) $ 1,318,000 $ 1,318,000
Other Assets $ 18,000 $ 15,000
----------- -----------
TOTAL $ 1,336,000 $ 1,333,000
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Cash overdraft $ 3,000 $ 1,000
Accounts payable and accrued expenses $ 1,536,000 $ 1,520,000
Loans payable to officers/shareholders $ 461,000 $ 455,000
Demand loan payable to related party $ 621,000 $ 520,000
----------- -----------
Total Liabilities $ 2,621,000 $ 2,496,000
----------- -----------
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, 163,243 shares ($41,000) ($41,000)
Accumulated deficit ($4,016,000) ($3,894,000)
----------- -----------
Total stockholders' deficiency ($1,285,000) ($1,163,000)
----------- -----------
TOTAL $ 1,336,000 $ 1,333,000
----------- -----------
(See Accompanying Notes to Financial Statements)
GLOBUS GROWTH GROUP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Six Months
Ended August 31, Ended August 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Gain (loss) on investments:
Unrealized $ 0 ($1,000) $ 0 ($1,000)
----------- ----------- ----------- -----------
Total $ 0 ($1,000) $ 0 ($1,000)
Dividend Income $ 0 $ 0 $ 0 $ 0
Consulting and other income - related party $ 41,000 $ 0 $ 41,000 $ 32,000
----------- ----------- ----------- -----------
TOTAL $ 41,000 ($1,000) $ 41,000 $ 31,000
Expenses:
General and administrative $ 74,000 $ 73,000 $ 147,000 $ 146,000
Interest $ 8,000 $ 7,000 $ 16,000 $ 14,000
----------- ----------- ----------- -----------
TOTAL $ 82,000 $ 80,000 $ 163,000 $ 160,000
Loss from operations before taxes ($41,000) ($81,000) ($122,000) ($129,000)
Benefit/(Provision) for taxes $ 0 $ 0 $ 0 $ 0
----------- ----------- ----------- -----------
Net Loss ($41,000) ($81,000) ($122,000) ($129,000)
----------- ----------- ----------- -----------
Net Loss per share of common stock -
Basic and diluted (Note 2) ($0.02) ($0.03) ($0.05) ($0.05)
Weighted Average Number of shares of
Stock Outstanding - Basic and diluted
(Note 2) 2,335,757 2,347,257 2,335,757 2,347,257
----------- ----------- ----------- -----------
(See Accompanying Notes to Financial Statements)
GLOBUS GROWTH GROUP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months
Ended August 31,
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($122,000) ($129,000)
Adjustments to reconcile net loss to net cash used in
operating activities:
Unrealized loss on investments $ 0 $ 1,000
Increase in accounts payable, accrued expenses and
accrued interest on loans $ 32,000 $ 34,000
(Increase) in other assets ($3,000) ($3,000)
--------- ---------
Net cash used in operating activities ($93,000) ($97,000)
---------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase/(decrease) in cash overdraft $ 2,000 ($13,000)
Increase in loans payable to shareholders $ 0 $ 65,000
Increase in loans payable to officers/shareholders $ 91,000 $ 45,000
--------- ---------
Net cash provided by financing activities $ 93,000 $ 97,000
---------------------------------------------------------------------------------
Net increase in cash $ 0 $ 0
Cash - beginning of period $ 0 $ 0
--------- ---------
Cash - end of period $ 0 $ 0
--------- ---------
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) August 31, 2003
Note 1 - Basis of Condensed Information
In the opinion of the Company, the accompanying unaudited condensed
financial statements contain all adjustments, consisting of only normal
recurring accruals, necessary to present fairly the financial position as of
August 31, 2003, the results of operations for the three and six months ended
August 31, 2003 and 2002, and statements of cash flows for the six months ended
August 31, 2003 and 2002.
The results of operations for the six months ended August 31, 2003 are not
necessarily indicative of the results to be expected for the full year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. These condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's annual report filed on Form 10-K for
the year ended February 28, 2003.
The balance sheet at February 28, 2003 has been derived from the Company's
audited balance sheet included in its Annual Report on Form 10-K.
Note 2 - Earnings Per Share
Per share data are based on the weighted average number of common shares
outstanding during the period.
Note 3 - Investments
As of February 28, 2003 and August 31, 2003, investments are carried at
fair value, which, for readily marketable securities, represents the last
reported sales price or bid price on the valuation date. Investments in
restricted securities and securities which are not readily marketable are
carried at fair value as determined in good faith by Management, in the case of
interim financial statements, and by the Board of Directors, in the case of year
end financial statements; in each instance, in the exercise of their respective
judgments, after taking into consideration various indications of value
available to them.
(Continued on next page)
Note 3 - Investments (Continued)
August 31, February 28,
2003 2003
---- ----
No. No.
Shares Value Cost Shares Value Cost
------ ----- ---- ------ ----- ----
Common Stock
ExSAR Corp. 33,333 $ 13,000 $ 13,000 33,333 $ 13,000 $ 13,000
---------- -------- ---------- --------
Total Common Stock $ 13,000 $ 13,000 $ 13,000 $ 13,000
---------- -------- ---------- --------
Preferred Stock
Genitope Corp. Series A Pfd. 420,858 $ 631,000 $210,000 420,858 $ 631,000 $210,000
Genitope Corp. Series B Pfd. 332,992 $ 499,000 $420,000 332,992 $ 499,000 $420,000
ExSAR Corp. Series A Pfd. 100,000 $ 150,000 $150,000 100,000 $ 150,000 $150,000
ExSAR Corp. Series B Pfd. 10,000 $ 25,000 $ 25,000 10,000 $ 25,000 $ 25,000
---------- -------- ---------- --------
Total Preferred Stock $1,305,000 $805,000 $1,305,000 $805,000
---------- -------- ---------- --------
Total Investments $1,318,000 $818,000 $1,318,000 $818,000
---------- -------- ---------- --------
Note: At August 31, 2003 and February 28, 2003 all investments represent
securities which are not readily marketable and which are carried at fair value.
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 August 31, 2003, the Company had total assets of $1,336,000 compared to
total assets of $1,333,000 at February 28, 2003. Included in total assets were
investments of $1,318,000 at August 31, 2003 and February 28, 2003. Shareholders
deficiency was ($1,285,000) at August 31, 2003 and ($1,163,000) at February 28,
2003. There was no change in the fair value of the investments from February 28,
2003 to August 31, 2003. Operating expenses, including interest charges,
amounted to $82,000 for the three months ended August 31, 2003 and $80,000 for
the three months ended August 31, 2002. Operating expenses, including interest
charges, amounted to $163,000 for the six months ended August 31, 2003 compared
to $160,000 for the six months ended August 31, 2002. (Loss) from operations was
($41,000) for the three-month period ended August 31, 2003 compared to ($81,000)
for the three-month period ended August 31, 2002. (Loss) from operations was
($122,000) for the six months ended August 31, 2003 compared to ($129,000) for
the six months ended August 31, 2002. Net (loss) per share was ($0.02) for the
three months ended August 31, 2003 compared to ($0.03) for the three months
ended August 31, 2002. Net (loss) per share was ($0.05) for the six months ended
August 31, 2003 and August 31, 2002. The weighted average number of shares of
Common Stock outstanding at August 31, 2003 is 2,335,757 and is 2,347,257 at
August 31, 2002.
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, including accrued interest, to Mr. Stephen E.
Globus (his individual account) amounted to $217,000 at August 31, 2003 and
February 28, 2003. Loans payable, including accrued interest, to Mr. Richard D.
Globus (his individual account) remained the same at $1,000 at August 31, 2003
and February 28, 2003. Loans payable to Messrs. Stephen E. and Richard D. Globus
(a separate joint account), including accrued interest, amounted to $243,000 at
August 31, 2003, an increase of $5,000 from $238,000 at February 28, 2003. This
increase was due to an increase in accrued interest of approximately $5,000. At
August 31, 2003, loans payable, including accrued interest, to another member of
the Globus family, Ms. Jane Globus (the mother of Stephen E. and Richard D.
Globus), amounted to approximately $621,000, an increase of $102,000 from
February 28, 2003. This increase was due to an increase of $91,000 in additional
loans used for operating expenses and an increase of $11,000 in accrued
interest. At August 31, 2003, unpaid salary owing to Mr. Stephen E. Globus was
$754,000, and unpaid salary owing to Mr. Richard D. Globus and his designee was
$723,000; so that at such date the total of monies owed to Messrs. Stephen E.
Globus, Richard D. Globus and Ms. Jane Globus aggregated approximately
$2,559,000.
In September, 2003, Genitope Corporation announced its plans to have a public
offering in the calendar year 2003. At the time of the Company's 10-Q filing,
the final terms and conditions have not been set and this offering has not been
completed. Globus Growth Group's management expects that if such event occurs,
its holdings in Genitope will be under a "lock-up letter" condition which will
require the Company to wait before selling its holdings. Management believes
that only after this offering is completed and its lock-up terms have expired,
that its chief holding, Genitope, will be liquid for
equity sales. Until that occurs, the Globus family will continue to bridge the
capital and liquidity requirements through additional short term loans. Samuel
T. Globus and Dorothy S. Globus, the adult children of Stephen E. Globus, own
133,333 shares of Genitope, which was purchased from Genitope's private offering
finalized in June of 2003.
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, 2003 to which Item reference
is hereby made. Reference is also made to Item 1 and Item 7 of such Report and
to the Financial Statements and notes 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.
Item 4. Controls and Procedures
As of October 15, 2003, an evaluation was performed under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of October 15, 2003. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to October 15,
2003.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit A (next page)
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this Report is filed.
Exhibit A
October 15, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Globus Growth Group, Inc.
File No. 0-9987
Dear Sirs,
We refer to the accompanying periodic report on Form 10-Q. To the best of
the knowledge of each of the undersigned, this report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
The information contained in this report fairly presents in all material
respects the Registrant's financial condition and results of operations as of
the periods stated.
Very truly yours,
/s/Stephen E. Globus
Stephen E. Globus
Chief Executive Officer
/s/Lisa M. Vislocky
Lisa M. Vislocky
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 15, 2003
GLOBUS GROWTH GROUP, INC.
(Registrant)
/s/ Stephen E. Globus
STEPHEN E. GLOBUS
Chief Executive Officer
/s/ Lisa M. Vislocky
LISA M. VISLOCKY
Chief Financial Officer