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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 November 30, 2003
OR
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from the transition 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 T0 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
November 30, February 28,
2003 2003
------------ ------------
ASSETS (Unaudited) (See Note 1)
Cash $3,000
Investments in Securities (Note 3) $2,650,000 $1,318,000
Other Assets $17,000 $15,000
----------- -----------
TOTAL $2,670,000 1,333,000
----------- -----------
LIABILITIES /AND STOCKHOLDERS' EQUITY
Liabilities
Cash overdraft $1,000
Accounts payable and accrued expenses $1,561,000 $1,520,000
Loans payable to officers/ shareholders $464,000 $455,000
Demand loan payable to related party $687,000 $520,000
----------- -----------
Total Liabilities $2,712,000 $2,496,000
----------- -----------
Stockholders' equity (Note 2)
Preferred stock - $.10 par value, Authorized - 450,000 shares
None Issued
Series B convertible preferred clock - $.10 par value
Authorized - 50,000 shares, None issued
Common stock- $.01 par value, Authorized - 4,500,000
shares, Issued 2,499,000 share, Outstanding
2,335,757 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 ($2,773,000) ($3,894,000)
----------- -----------
Total stockholders' deficiency ($42,000) ($1,163,000)
----------- -----------
TOTAL $2,670,000 $1,333,000
----------- -----------
(See Accompanying Notes to Financial Statements)
GLOBUS GROWTH GROUP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Nine Months
Ended November 30, Ended November 30,
2003 2002 2003 2002
---------- ----------- ---------- -----------
Gain (loss) on investments:
Realized $0 ($56,000) $0 ($56,000)
Unrealized $1,332,000 $6,000 $1,332,000 $5,000
---------- ----------- ---------- -----------
Total $1,332,000 (50,000) $1,332,000 ($51,000)
Dividend income $0 $0 $0 $0
Consulting and other income - related party $0 $0 $41,000 $32,000
---------- ----------- ---------- -----------
TOTAL $1,332,000 ($50,000) $1,373,000 ($19,000)
Expenses:
General and administrative $80,000 $90,000 $227,000 $236,000
Interest $9,000 $8,000 $25,000 $22,000
---------- ----------- ---------- -----------
TOTAL $89,000 $98,000 $252,000 258,000
Income/(Loss) from operations before taxes $1,243,000 ($148,000) $1,121,000 ($277,000)
Benefit/(Provision) for taxes $0 ($9,000) $0 ($9,000)
---------- ----------- ---------- -----------
Net Income/(Loss) $1,243,000 ($139,000) $1,121,000 ($268,000)
---------- ----------- ---------- -----------
Net Income/(Loss) per share of common stock -
Basic and diluted (Note 2) $0.53 ($0.06) $0.48 ($0.11)
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)
Nine Months
Ended November 30,
2003 2002
----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(Loss) $1,121,000 ($268,000)
Adjustments to reconcile net income/ (loss) to net cash used in
operating activities:
Realized loss on investments $0 $56,000
Unrealized (gain) on investments ($1,332,000) ($5,000)
Increase in accounts payable, accrued expenses and
accrued interest on loans $66,000 $16,000
(Increase) in other assets ($2,000) ($3,000)
----------- ---------
Net cash used in operating activities ($147,000) ($144,000)
---------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments $0 $2,000
----------- ---------
Net cash provided by investing activities $0 $2,000
---------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in cash overdraft ($1,000) ($15,000)
Increase in loans payable to shareholders $151,000
Increase in leans payable to officers/ shareholders $0 $157,000
----------- ---------
Net cash provided by financing activities $150,000 $142,000
---------------------------------------------------------------------------------------------
Net increase in cash $3,000 $0
Cash - beginning of period $0 $0
----------- ---------
Cash - end of period $3,000 $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) November 30, 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
November 30, 2003, the results of operations for the three and nine months ended
November 30, 2003 and 2002, and statements of cash flows for the nine months
ended November 30, 2003 and 2002.
The results of operations for the nine months ended November 30, 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 l0-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 November 30, 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 statement; 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)
GLOBUS GROWTH GROUP, INC. Notes to Condensed Financial Statements (Unaudited)
November 30, 2003
Note 3 - Investments (Continued)
November 30, 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
Genitope Corporation 251,283 $2,462,000 $630,000
---------- -------- ---------- --------
Total Common Stock $2,475,000 $643,000 $ 13,000 $ 13,000
---------- -------- ---------- --------
Preferred Stock*
Genitope Corp. Series A Pfd. 420,958 $ 631,000 $210,000
Genitope Corp. Series B Pfd. 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 $ 175,000 $175,000 $1,305,000 $805,000
---------- -------- ---------- --------
Total Investments $2,650,000 $818,000 $1,318,000 $818,000
---------- -------- ---------- --------
* Represent investments in restricted securities and securities which are
not readily marketable.
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 November 30, 2003, the Company had total assets of $2,670,000 compared
to total assets of $1,333,000 at February 28, 2003. Included in total assets
were investments of $2,650,000 at November 30, 2003 and $1,318,000 at February
28, 2003. The increase in investments is due to an increase in the value of the
Company's investment in Genitope Corporation. Shareholders deficiency was
($42,000) at November 30, 2003 and ($1,163,000) at February 28, 2003. Operating
expenses, including interest charges, amounted to $89,000 for the three months
ended November 30, 2003 and $98,000 for the three months ended November 30,
2002. Operating expenses, including interest charges, amounted to $252,000 for
the nine months ended November 30, 2003 compared to $258,000 for the nine months
ended November 30, 2002. Income from operations was $1,243,000 for the
three-month period ended November 30, 2003 compared to a loss of ($1,390,000)
for the three-month period ended November 30, 2002. Income from operations was
$1,121,000 for the nine months ended November 30, 2003 compared to a loss of
($268,000) for the nine months ended November 30, 2002. Net income per share was
$0.53 for the three months ended November 30, 2003 compared to a net loss per
share of ($0.06) for the three months ended November 30, 2002. Net income per
share was $0.48 for the nine months ended November 30, 2003 compared to a net
loss per share of ($0.11) at November 30, 2002. The weighted average number of
shares of Common Stock outstanding at November 30, 2003 is 2,335,757 and is
2,347,257 at November 30, 2002.
Liquidity, Capital Resources and Other Matters Affecting Financial Condition
The near term liquidity of the Company, as well as its near terms 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 F.
Globus (his individual account) amounted to $218,000 at November 30, 2003, an
increase of $1,000 from $217,000 at February 28, 2003. This increase is due to
an increase in accrued interest of approximately $1,000. Loans payable,
including accrued interest, to Mr. Richard D. Globus (his individual account)
remained the same at $1,000 at November 30, 2003 and February 28, 2003. Loans
payable to Messrs. Stephen F. and Richard D. Globus (a separate joint account),
including accrued interest, amounted to $245,000 at November 30, 2003, an
increase of $7,000 from $238,000 at February 28, 2003. This increase is due to
an increase in accrued interest of approximately $7,000. At November 30, 2003,
loans payable, including accrued interest, to another member of the Globus
family, Ms. Jane Globus (the mother of Stephen F. and Richard D. Globus),
amounted to approximately $686,000, an increase of $167,000 from $719,000 at
February 28, 2003. This increase was due to an increase of $151,000 in
additional loans used for operating expenses and an increase of $16,000 in
accrued interest. At November 30, 2003, unpaid salary owing to Mr. Stephen F.
Globus was $766,000, and unpaid salary owing to Mr. Richard D. Globus and his
designee was $735,000; so that at such date the total of monies owed to Messrs.
Stephen F. Globus, Richard D. Globus and Ms Jane Globus aggregated approximately
$2,651,000.
On October 30, 2003, Genitope Corporation completed its public offering opening
at $9.00 per share. The 420,858 shares of Genitope Corporation Series A
Preferred and 332,992 shares of Series B Preferred converted into 251,283 common
public shares of Genitope Corporation. The bid price per share on
November 28, 2003, the last trading day of the quarter, was $12.25. The
management of Globus Growth Group has determined that a twenty percent discount
from the quoted market price of Genitope is appropriate considering the lockup
provision of the Company's holdings. Globus Growth Group's holdings in Genitope
is under a six month IPO lockup, which expires on April 27, 2004. Management
believes that only after its lock-up terms has 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 F. Globus, own 22,617 and 22,222 shares, respectively, of
Genitope Corporation, 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 note 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 January 14, 2004, 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 January 14, 2004. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to January 14,
2004.
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
January 14, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20,549
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: January 14, 2004
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