UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file
number: 811-01639
Engex,
Inc.
(Exact
name of registrant as specified in charter)
44 Wall Street, 2nd Floor,
New York, NY 10005
(Address
of principal executive offices) (Zip code)
CT Corporation, 111 Eight
Avenue, New York, New York 10011
(Name and
address of agent for service)
Registrant's telephone
number, including area code: 212-495-4519
Date of fiscal year end:
September 30
Date of reporting period:
March 31, 2009
Item
1.
I.
Directors
J. Morton
Davis
Jerome
Fisch
Dov
Perlysky
Howard
Spindel
Leonard
Toboroff
ENGEX, Inc.
II.
Officers
J. Morton
Davis, Chairman of the Board
and
President
David
Nachamie, Secretary
Michael
Siciliano, Treasurer
III.
Custodian
Bank of
America
100
Federal Street, 17
th
Floor
FINANCIAL
STATEMENTS
Boston,
Massachusetts
02110
and
SEMI-ANNUAL
REPORT
IV.
Transfer
Agent
American
Stock Transfer & Trust Co.
59 Maiden
Lane
March 31,
2009
New York,
New York 10038
V.
Independent
Accountants
E
NGEX, INC. is listed on
the
Raich
Ende Malter & Co.
LLP American
Stock Exchange (AMEX)
1375
Broadway Symbol
- EGX
New York,
New York 10018
Engex,
Inc.
44 Wall
Street
New York,
New York 10005
(212)
495-4200
ENGEX,
INC.
STATEMENT
OF ASSETS AND LIABILITIES
March
31, 2009
(UNAUDITED)
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
in securities at market value (identified cost - $8,180,556)
(Notes
1(a) (b), 3 and 5)
|
|
$
|
3,387,018
|
|
|
|
|
|
|
|
|
|
|
|
|
Private
investments at fair value (identified cost - $2,893,568)
(Note
1(a) (b), 3 and 5)
|
|
|
597,314
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
assets
|
|
|
31,200
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
|
|
|
$
|
4,015,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
83,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due
to custodian (Notes 5 and 6)
|
|
|
627,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
|
|
|
|
710,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS APPLICABLE TO OUTSTANDING SHARES
|
|
|
|
|
|
$
|
3,304,908
|
|
|
|
|
|
|
|
|
|
|
NET
ASSET VALUE PER SHARE
|
|
|
|
|
|
$
|
2.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS APPLICABLE TO OUTSTANDING SHARES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock - $.10 par value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized
– 2,500,000 shares, Issued – 1,465,837 shares
|
|
|
|
|
|
|
146,583
|
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
|
|
|
|
15,220,318
|
|
|
|
|
|
|
|
|
|
|
Unrealized
depreciation on investments
|
|
|
|
|
|
|
(7,089,794
|
)
|
|
|
|
|
|
|
|
|
|
Cumulative
net realized loss from investment transactions
|
|
|
|
|
|
|
(2,980,900
|
)
|
|
|
|
|
|
|
|
|
|
Undistributed
net investment loss
|
|
|
|
|
|
|
(1,991,299
|
)
|
|
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
|
|
|
|
$
|
3,304,908
|
|
The
accompanying notes are an integral part of this statement
1
ENGEX, INC.
SCHEDULE
OF PORTFOLIO INVESTMENTS
March
31, 2009
(UNAUDITED)
|
|
Number
of Shares
|
|
|
|
|
|
|
Market
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCK (102.5%) (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Biotechnology
(87.6%) (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enzo
Biochem, Inc.*(b)
|
|
|
698,596
|
|
Shares
|
|
$
|
2,808,356
|
|
|
|
|
Keryz
Biopharmaceutical*(b)
|
|
|
85,500
|
|
Shares
|
|
|
12,902
|
|
|
|
|
MiMedx,
Inc. *(b) (c)
|
|
|
282,342
|
|
Shares
|
|
|
72,280
|
|
|
$
|
2,893,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology
(0%) (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Silverstar
Holdings Ltd.* (d)
|
|
|
51,600
|
|
Shares
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming
Industry (14.9%) (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
Vantage Company*(c)
|
|
|
474,500
|
|
Shares
|
|
|
|
|
|
|
493,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
INVESTMENT IN MARKETABLE SECURITIES (IDENTIFIED COST -
$8,180,556)
|
|
|
$
|
3,387,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRIVATE INVESTMENTS* (18.1%)
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LifeSync
Holdings, Inc. (d)
|
|
|
4,675
|
|
Shares
|
|
|
|
|
|
|
0
|
|
Corente,
Inc. (d)
|
|
|
11,793
|
|
Shares
|
|
|
|
|
|
|
0
|
|
Surgivision
Series A Pfd (d)
|
|
|
300,000
|
|
Shares
|
|
|
|
|
|
|
300,000
|
|
GFK
AG 3
rd
Closing Price Receivable (d)
|
|
|
|
|
|
|
|
|
|
|
|
297,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
PRIVATE INVESTMENTS (18.1%) (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(COST
IDENTIFIED- $2,893,568)
|
|
|
|
|
|
|
|
|
|
|
$
|
597,314
|
|
*Non
income-producing securities
(a)
Percentage of net assets
(b)
Pledged as collateral against margin balance at custodian
(c) SFAS
157 Level 2
(d) SFAS
157 Level 3
The
accompanying notes are an integral part of this statement
2
ENGEX,
INC
STATEMENT
OF OPERATIONS
For
The Six Months Ended March 31, 2009
(UNAUDITED)
INVESTMENT
INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
$
|
17
|
|
|
|
|
Miscellaneous
Income
|
|
|
32,541
|
|
|
$
|
32,558
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
105,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
fees – affiliate
|
|
|
17,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance
|
|
|
14,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
20,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Custodian
and transfer fees
|
|
|
15,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors’
fees and expenses
|
|
|
10,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’
reports and printing
|
|
|
6,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous
|
|
|
1,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
|
|
|
|
190,693
|
|
INVESTMENT
LOSS BEFORE INCOME TAXES
|
|
|
|
|
|
|
(158,135
|
)
|
INCOME
TAX EXPENSE
|
|
|
|
|
|
|
|
|
Current
|
|
|
1,430
|
|
|
|
|
|
Deferred
|
|
|
----
|
|
|
|
1,430
|
|
NET
INVESTMENT LOSS
|
|
|
|
|
|
|
(159,565
|
)
|
|
|
|
|
|
|
|
|
|
REALIZED
AND UNREALIZED GAIN ON INVESTMENTS
|
|
|
|
|
|
|
|
|
Net
realized gain from securities transactions
|
|
|
|
|
|
|
197,408
|
|
|
|
|
|
|
|
|
|
|
Net
change in unrealized depreciation on investments
|
|
|
|
|
|
|
(5,400,560
|
)
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN INVESTMENTS
|
|
|
|
|
|
|
(5,203,152
|
)
|
NET
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
|
|
|
$
|
(5,362,717
|
)
|
The
accompanying notes are an integral part of this statement
3
ENGEX,
INC.
STATEMENT
OF CHANGES IN NET ASSETS
For
The Six Months Ended March 31, 2009 and 2008
(UNAUDITED)
|
|
2009
|
|
|
2008
|
|
Increase
(decrease) in net assets from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
(loss) – net
|
|
$
|
(159,565
|
)
|
|
$
|
(283,181
|
)
|
|
|
|
|
|
|
|
|
|
Net
realized gain (loss) on securities transactions
|
|
|
197,408
|
|
|
|
(729,473
|
)
|
|
|
|
|
|
|
|
|
|
Change
in unrealized (depreciation) on investments
|
|
|
(5,400,560
|
)
|
|
|
(943,435
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
(5,362,717
|
)
|
|
|
(1,956,089
|
)
|
|
|
|
|
|
|
|
|
|
ASSETS
CONTRIBUTED BY SHAREHOLDERS
|
|
|
962,758
|
|
|
|
312,503
|
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN NET ASSETS
|
|
|
(4,399,959
|
)
|
|
|
(1,643,586
|
)
|
|
|
|
|
|
|
|
|
|
NET
ASSETS – BEGINNING OF PERIOD
|
|
|
7,704,867
|
|
|
|
8,864,902
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS – END OF PERIOD
|
|
$
|
3,304,908
|
|
|
$
|
7,221,316
|
|
The
accompanying notes are an integral part of this statement
4
ENGEX,
INC.
STATEMENT
OF CASH FLOWS
For
The Six Months Ended March 31, 2009
(UNAUDITED)
Cash
flows provided by operating activities
|
|
|
|
|
|
|
|
Net
Investment – loss
|
|
$
|
(159,565
|
)
|
|
|
|
|
|
Net
realized and unrealized (loss) on investments
|
|
|
(5,203,152
|
)
|
Net
decrease in net assets resulting from operations
|
|
|
(5,362,717
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net decrease in net assets to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in operating assets:
|
|
|
|
|
|
|
|
|
|
Securities
owned
|
|
|
5,450,904
|
|
Other
assets
|
|
|
13,914
|
|
|
|
|
|
|
Change
in operating liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
(21,945
|
)
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
80,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows provided by financing activities
|
|
|
|
|
|
|
|
|
|
Increase
additional paid in capital
|
|
|
962,758
|
|
Repayments
of margin loan
|
|
|
(1,042,914
|
)
|
Net
cash used by financing activities
|
|
|
(80,156
|
)
|
|
|
|
|
|
Net
increase (decrease) in cash and balance at beginning and end of the
year
|
|
$
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplement
disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
20,100
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this statement
5
ENGEX,
INC.
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Engex,
Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as a
nondiversified, closed-end investment company. The investment
objective of the Fund is to seek a high total return consisting primarily of
realized and unrealized gains on i0ts equity investments. The following is a
summary of significant accounting policies followed by the Fund in the
preparation of its financial statements:
(a)
|
SECURITY
TRANSACTIONS – Security transactions are accounted for on the trade dates
the securities are purchased or sold. Dividend income and distributions to
shareholders are recorded on the ex-dividend
date.
|
(b)
|
SECURITY
VALUATION
–
Investments in securities traded on a national securities exchange are
valued at the last reported sales price on March 31, 2009. Securities
traded on the over-the-counter market and listed securities for which no
sale was reported on that date are valued at the last reported bid
price.
|
Investments
for which quotations are not readily available are valued at fair value, as
determined by Management. These estimated values may not reflect
amounts that could ultimately be realized upon sale. The estimated
fair values also may differ from the values that would have been used had a
liquid market existed, and such differences could be significant.
(c)
|
FEDERAL
INCOME TAXES – The Fund does not qualify under subchapter M of the
Internal Revenue Code as a regulated investment company, and accordingly,
is taxed as a regular corporation.
|
(d)
|
USE
OF ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
|
NOTE
2. INVESTMENT ADVISOR AND TRANSACTIONS WITH AFFILIATED
PERSON
The Fund
has entered into an investment advisory agreement (the “Agreement”) with
American Investors Advisors, Inc. (“Advisors”), which is wholly owned by the
Chairman of the Fund. Certain officers of Advisors are also officers
of the Fund. Under this Agreement, Advisors will serve as an
investment advisor of the Fund for a fee computed at an annual rate of 1.0% of
the Fund’s average weekly net assets. For the six months ended March
31, 2009, Advisors earned a management fee of $17,129, of which $7,977 was due
to Advisors at March 31, 2009 and is included in accrued expenses in the
accompanying statement of assets and liabilities. On January 8, 2009,
the Directors of the Fund met and voted to approve the continuation of the
agreement until the next annual meeting of the Directors, or approximately
through January 2010.
For the
six months ending March 31, 2009, the Fund had a receivable from Advisors of
$24,000 and is valued in other assets in the accompanying Statement of Assets
and Liabilities.
From
October 1, 2008 to March 31, 2009, the Chairman contributed to the Fund a total
of $962,758 which was reflected as an increase in additional paid-in
capital.
6
ENGEX,
INC
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
3. INVESTMENT TRANSACTIONS
For the
six months ended March 31, 2009, purchases and sales of investment securities
were $27,342 and $375,000 respectively. Gross realized appreciation
amounted to $197,408 and gross unrealized depreciation amounted to $5,400,560
for the six months ended March 31, 2009.
The
investment securities sold represented the Company’s ownership interest in
Etilize, Inc. (“Etilize”), an investment in a privately held entity that was
acquired by a foreign company (the “Purchaser”) in January of 2009. Pursuant to
the sale and disposition of the Etilize stock, the transaction called for Three
Closing Price payments. The First Closing Price Payment was for $355,134, of
which the Company received cash of $275,094 on January 7, 2009, and retains an
interest in $80,040 escrowed from sale proceeds. The Second Closing Price
Payment is contingent upon earnings before interest and taxes (“EBIT”) of the
Purchaser and Etilize for the fiscal years ending December 31, 2009 and 2010.
Based on the pure contingent nature of this earnings threshold, with no minimum
payment defined, the Company did not recognize any gain under the Second Closing
Price Payment. The Third Closing Price Payment established a minimum payout
attributable to the Company of $341,200, and is expected to be paid in 2013. The
Company recognized $297,314 of gain attributable to the 2013 expected payment
based on its fair market value at March 31, 2009 using a discount rate of
3.5%.
Summary
of realized gain:
First
Closing Price Payment – gross
|
$
355,134
|
First
Closing Price Payment escrow reduction
|
(80,404)
|
Second
Closing Price Payment
|
-0-
|
Third
Closing Price Payment – gross
|
341,200
|
Third
Closing Price Payment – discount
|
(43,522)
|
Total
recognized Closing Price Consideration
|
572,408
|
Fair
Market Value Basis at September 30, 2008
|
375,000
|
Realized
gain on disposition of Etilize
|
$197,408
|
ENGEX, INC
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
|
NOTE
4. DUE TO BROKER – MARGIN
LOAN
|
The Fund
has a margin loan payable to its broker. Such loan bears interest at
a rate which varies with the broker’s prime lending rate. The
interest paid during the six months ranged from a rate of 6.25% to 3.50% with a
weighted average interest rate 3.96%. The maximum loan outstanding
and the weighted average amount of loans (computed on a monthly basis) during
the six months were $1,335,032 and $903,675 respectively.
At March
31, 2009, the margin loan was $627,602 and was collateralized by certain Fund
investment securities aggregating $2,893,538.
NOTE
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
Investments
in securities are carried at market value or estimated fair
value. Management has estimated that the carrying amount of the
margin loan approximates fair value due to the variable interest rate of the
loan.
Fair
value estimates are made at a specific point in time, are subjective in nature,
and involve uncertainties and matters of significant
judgment. Settlement of the Fund’s debt obligations at fair value may
not be possible and may not be a prudent management decision.
SFAS 157 Fair Value
Measurements
. The most significant element of the Standard is
the development of a three-level fair value hierarchy.
Fair Value
Hierarchy
. The three levels of the hierarchy and the material
inputs are as follows:
Level 1 Inputs
– include
unadjusted quoted prices for identical assets or liabilities in active markets
(e.g., exchange-traded securities). An active market is defined as a
market in which transactions for the asset or liability occur with sufficient
frequency and volume to provide reliable pricing information on an ongoing
basis.
Level 2 Inputs
– include
quoted prices for identical assets in markets that are not active (e.g., thinly
traded securities), quoted prices for similar assets (e.g., restricted
securities, private investments in public companies, etc.) or market inputs
other than directly observable quoted price. These “other market
inputs” are often used in conjunction with valuation models and include interest
rates, yield curves, prepayment speeds, default rates and other
market-corroborated inputs.
Level 3 Inputs
– include those
inputs that are not currently observable (e.g., an option-pricing model using
historical volatility, an entity’s own data or assumptions as a multiple of
earning or discounted cash flow projections, etc.)
The
Fund’s management using SFAS 157 has determined that American Vantage Company
and MiMedx, Inc., are Level 2 securities and a 20% discount should be taken from
the quoted price, and that all the private investments are Level 3.
8
ENGEX,
INC.
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
6. CONCENTRATIONS OF CREDIT RISK
The Fund
presently intends to seek investment opportunities in one or more additional
companies in which it would acquire a controlling interest. While
such acquisitions are likely to bring the Fund closer to its expressed intention
of seeking to deregister under the Investment Company Act of 1940, they are
likely to require a substantial investment of the Fund’s assets and a further
concentration of the Fund’s investments in particular companies or
industries. Such concentration might increase the risk of loss to the
Fund as a result of the negative results or financial condition of any
particular company and/or industry.
The Fund
has borrowed funds in connection with its investment portfolio, and plans to
continue to do so, and to consider various alternative means of doing so which
may be available to it. Such borrowings are presently limited by
certain asset coverage requirements under the Investment Company Act of
1940. By increasing the amount of such leverage utilized by the Fund,
opportunities may be enhanced, but certain risks are created, including a higher
volatility of the net asset value of the Fund’s common stock and potentially
higher volatility in its market value. When monies are borrowed by
the Fund, creditors have a fixed dollar claim on the Fund’s assets and income,
which is prior to any claim on the Fund’s assets and income by its
stockholders. Therefore, any relative decline in the value of the
Fund’s assets or the income it receives will cause the net asset value of the
Fund’s stock and any income available to it to decline more sharply than if
there were no such prior claims.
NOTE
7. INCOME TAXES
The Fund
accounts for income taxes using the liability method, recognizing certain
temporary differences between the financial reporting basis of the Fund’s assets
and liabilities and the related tax basis for such assets and liabilities. This
method may generate a net deferred income tax asset or liability for the Fund as
of the end of the year, as measured by the statutory tax rate in effect as
enacted. At March 31, 2009, all deferred tax assets have been fully reserved
through the valuation allowance. For interim periods the Fund computes its
income taxes in accordance with APB 28, Interim Financial Reporting, using the
effective rate method. The current interim period tax provision consists of
state franchise and local taxes and is computed on the Investment Capital of the
Fund.
The Fund
has elected to defer the application of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes (FIN 48), an interpretation of FASB Statement
No. 109, Accounting for Income Taxes (FASB 109), as permitted by FASB Staff
Position FIN 48-3 (FSP FIN 48-3). FIN 48 is effective for the Fund’s
annual financial statements for the fiscal period beginning October 1,
2008. FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in a company’s financial statements in accordance with FASB
109.
9
ENGEX,
INC.
FINANCIAL
HIGHLIGHTS
UNAUDITED
|
Six
Months
Ended
March
31,
|
Six
Months
Ended
March
31,
|
Years
Ended September
30,
|
|
|
2009
|
|
|
2008
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
Per
share operating performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(For
a share of capital stock outstanding throughout the
period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value – beginning of period
|
|
$
|
5.26
|
|
|
$
|
6.05
|
|
|
$
|
6.05
|
|
|
$
|
5.79
|
|
|
$
|
8.84
|
|
|
$
|
9.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)
|
|
|
(0.12)
|
|
|
|
(0.19)
|
|
|
|
(0.30)
|
|
|
|
(0.45)
|
|
|
|
(0.44)
|
|
|
|
(.46)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized and unrealized gain (loss) on investment
transactions
|
|
|
(3.55)
|
|
|
|
(1.14)
|
|
|
|
(0.70)
|
|
|
|
0.40
|
|
|
|
(2.61)
|
|
|
|
(0.17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
from investment operations
|
|
|
(3.67)
|
|
|
|
(1.33)
|
|
|
|
(1.00)
|
|
|
|
(0.05)
|
|
|
|
(3.05)
|
|
|
|
(0.63)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in net asset value due to conversion of debt to capital
stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
contributed by shareholders
|
|
|
.66
|
|
|
|
0.21
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
increase (decrease) in net asset value for the period
|
|
|
(3.01)
|
|
|
|
(1.12)
|
|
|
|
(0.79)
|
|
|
|
0.26
|
|
|
|
(3.05)
|
|
|
|
(0.63)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value – end of period
|
|
$
|
2.25
|
|
|
$
|
4.93
|
|
|
$
|
5.26
|
|
|
$
|
6.05
|
|
|
$
|
5.79
|
|
|
$
|
8.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares outstanding at end of period
|
|
|
1,465,837
|
|
|
|
1,465,837
|
|
|
|
1,465,837
|
|
|
|
1,465,837
|
|
|
|
977,223
|
|
|
|
977,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
value at end of period
|
|
|
1.80
|
|
|
|
5.80
|
|
|
|
5.28
|
|
|
|
5.85
|
|
|
|
7.55
|
|
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
debt per share
|
|
|
.69
|
|
|
|
1.15
|
|
|
|
1.32
|
|
|
|
2.43
|
|
|
|
5.56
|
|
|
|
5.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense
to average net assets
|
|
|
5.51%
|
|
|
|
3.58%
|
|
|
|
5.42%
|
|
|
|
6.16%
|
|
|
|
6.87%
|
|
|
|
4.56%
|
|
Net
investment income (loss) to average net assets
|
|
|
(4.58%)
|
|
|
|
(3.59%)
|
|
|
|
(5.45%)
|
|
|
|
(6.14%)
|
|
|
|
(6.37%)
|
|
|
|
(4.64%)
|
|
Portfolio
turnover
|
|
|
9.34%
|
|
|
|
15.74%
|
|
|
|
17.03%
|
|
|
|
5.47%
|
|
|
|
0.00%
|
|
|
|
3.56%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return (a)
|
|
|
(68.9%)
|
|
|
|
(0.90%)
|
|
|
|
(9.74%)
|
|
|
|
(22.52%)
|
|
|
|
(28.44%)
|
|
|
|
14.67%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Total
Return. A periodic measure of a fund’s overall change in market
value, which assumes the
reinvestment
|
of
dividends and capital gain distributions.
10
ENGEX,
INC.
SUPPLEMENTAL
INFORMATION
Board
Approval of Investment Advisory Agreement
At its
meeting held on January 8, 2009, the Directors of the Fund, including a majority
of the Directors who are not “interested persons” (as such term is defined in
Section 2(a)(19) of the Investment Company Act of 1940), met in person and voted
to approve the continuation of the Agreement between the Fund and
Advisors. In reaching their decision to approve the continuation of
the Agreement, the Directors considered information requested by them and
provided by Advisors.
In
addition to discussing Advisors’ capabilities with management of Advisors, the
Directors received materials provided by Lipper, Inc. (“Lipper”) comparing the
Fund’s expenses and performance with other similar funds determined by Lipper to
be comparable to the Fund. In addition, the Directors received from
Fund counsel a memorandum discussing the legal standards for their consideration
of the Agreement. In their deliberations, the Directors did not
identify any particular information that was all important or controlling, and
each Director may have attributed different weight to various
factors. The Directors considered whether the continuation of the
Agreement would be in the best interests of the Fund and its stockholders and
whether the fee to be paid under the Agreement was fair and reasonable in
relation to the services to be rendered by Advisors.
With
respect to the nature, extent and quality of the advisory services provided by
Advisors, it was noted that the Fund was the only entity utilizing Advisors’
services and that it was the smallest fund in the expense group provided by
Lipper in its customized report, making it difficult to make direct comparisons
given the fixed expenses incurred and minimum services that must be provided in
managing the Fund. The Directors determined that Advisors’ general
investment philosophy had not changed and concluded that, because of the size of
the Fund and the likelihood that another adviser would be unwilling to manage a
portfolio of the Fund’s size at the fee currently being paid, it was impractical
for the Directors to consider a different adviser. Based on this
review, the Directors concluded that retaining Advisors would be most
appropriate for the Fund.
In
assessing the fee to be paid by the Fund, the Directors noted that the Fund was
above the median with respect to the fees paid by the Lipper comparison
group. It was also noted that the Fund ranked fifth in the Lipper
expense group of eight companies comparing actual management fees, and that its
ranking had improved from previous years. The Directors considered
that Advisors does not waive any of its fee, nor does it reimburse to the Fund
any of the Fund’s expenses. The Directors also considered the fact
that the Fund is not able to avail itself of the special tax treatment under the
Internal Revenue Code afforded to registered investment companies and is,
therefore, taxed as a corporation. The Directors concluded that
because the Fund was significantly smaller than any other fund in the
comparative group, evaluating the Fund with respect to the other funds was of
minimal relevance.
The
Directors also considered the Fund’s performance for the quarter ended September
30, 2008, and the one-, three- and five-year periods ended September 30,
2008. The Directors noted that performance was unfavorable for the
three-year and five-year periods when measured against the Lipper performance
group, ranking in the fifth quintile, but ranked in the first quintile for the
one-year period and the latest quarter. The Directors recognized that
the Fund was unique in that approximately 75% of the value of its portfolio was
comprised of the securities of one issuer.
The
Directors noted that even though Advisors was financially sound, it generally
did not make a profit from the fees paid by the Fund. They also noted
that since common management by Advisors was not shared with other funds, it was
difficult for Advisors to realize economies of scale and that, as a
closed-end fund, the Fund’s assets would not grow through new investments by the
stockholders.
Based on
its evaluation of all materials factors, including those described above, the
Directors concluded that the continuation of the Agreement was in the best
interests of the Fund and its stockholders.
11
ENGEX,
INC.
SUPPLEMENTAL
INFORMATION
Board
of Directors
Name and Age
|
Position(s)
Held with
the Fund
|
Length
of
Time Served
|
Principal
Occupation
During Past 5 Years
|
Other
Directorships Held in Public
Companies
|
Directors Considered to be “Interested
Persons”
|
J.
Morton Davis, 80
|
President
and Director
|
Since
1968.
|
Chairman,
President, Director and sole stockholder of D.H. Blair
Investment
Banking Corp.; President, Chairman and CEO of the
Investment
Adviser.
|
None
|
Dov
Perlysky, 46
|
Director
|
Since
1999.
|
Managing
member, Nesher, LLC (financial services) .
|
Pharma-Bio
Serv, Inc.
Highlands
State
Bank
|
Directors Considered to be
Independent
|
Jerome
Fisch, 82
|
Director
|
Since
1975.
|
Attorney.
|
None
|
Howard
Spindel, 63
|
Director
|
Since
2004.
|
Senior
Managing Director, Integrated Management Solutions
(consulting).
|
Pharma-Bio
Serv, Inc.
|
Leonard
Toboroff, 76
|
Director
|
Since
1993.
|
Director/Vice
Chair, Allis-Chalmers Energy, Incorporated
(oil
and gas equipment and services).
|
NOVT
Corporation
|
Portfolio
Holdings
The Fund
files a complete schedule of its portfolio holdings with the Securities and
Exchange Commission (“SEC”) for the first and third quarters of each fiscal year
on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website
at
http://www.sec.gov
, and
may be reviewed and copied at the SEC’s Public Reference Room in Washington,
DC. Information on the operation of the Public Reference Room may be
obtained by calling 1-800-SEC-0330.
Proxy
Voting
A
description of the policies and procedures that the Fund uses to determine how
to vote proxies relating to portfolio securities is available, without charge,
by calling 1-800-999-0015, and can also be found on the SEC’s website at
http://www.sec.gov
.
12
Item
2. Code
of Ethics.
Not
Applicable
Item
3. Audit
Committee Financial Expert.
Not
Applicable
Item
4. Principal
Accountant Fees and Services.
Not
Applicable
Item
5. Audit
Committee of Listed Registrants.
Not
Applicable
Item
6. Schedule
of Investments.
Schedule
appears as part of the report to stockholders filed in response to Item 1 of
this Form.
Item
7.
|
Disclosure
of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies.
|
Not
Applicable
Item
8.
|
Portfolio
Managers of Closed-End Management Investment
Companies.
|
Not
Applicable
Item
9.
|
Purchases
of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
|
There
were no purchases of shares of registrant's equity securities by or on behalf of
the Registrant or any "affiliated purchaser," as defined in Rule 10b-18(a)(3)
under the Securities Exchange Act of 1934, as amended.
Item
10. Submission
of Matters to a Vote of Security Holders.
Since
last disclosed, there have been no material changes to Registrant’s procedures
by which stockholders may recommend nominees to the Board of
Directors.
Item
11. Controls
and Procedures.
(a) Registrant's
principal executive and principal financial officers conclude that registrant's
disclosure controls and procedures, as defined in Rule 30a-3(c) under the
Investment Company Act of 1940 (the “Act”), are effective based on their
evaluation within the last 90 days of those controls and procedures as required
by Rule 30a-3(b) under the Act and Rules 13a-15(b) under the Securities Exchange
Act of 1934.
(b) There
has been no change in the Registrant’s internal control over financial reporting
(as defined in Rule 30a-3(d) under the Act) during Registrant’s fiscal quarter
ended March 31, 2009 that has materially affected, or is reasonably likely to
materially affect, Registrant’s internal control over financial
reporting.
Item
12. Exhibits.
(a)(2)(i) Certification
of principal executive officer
(a)(2)(ii) Certification
of principal financial officer
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Engex,
Inc.
By
/s/ J. Morton
Davis
J. Morton Davis
Date
June 4,
2009
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
By
/s/ J. Morton
Davis
J. Morton Davis, President
Date
June 4, 2009
By
/s/ Michael
Siciliano
Michael Siciliano,
Treasurer
Date
June 4, 2009
Exhibit
(a)(1)
I, J.
Morton Davis, certify that:
1. I
have reviewed this report on Form N-CSR of Engex, Inc. (the
"registrant");
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
for the registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
d) Disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the second fiscal quarter of the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The
registrant's other certifying officer and I have disclosed to the registrant's
auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
Date
June 4,
2009
/s/ J. Morton Davis
J. Morton
Davis
President
Exhibit
(a)(2)
I,
Michael Siciliano, certify that:
1. I
have reviewed this report on Form N-CSR of Engex, Inc. (the
"registrant");
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
for the registrant and have: a) Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
d) Disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the second fiscal quarter of the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The
registrant's other certifying officer and I have disclosed to the registrant's
auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
Date
June 4,
2009
/s/ Michael Siciliano
Michael
Siciliano
Treasurer
Certification
Required By Section 906 of the Sarbanes-Oxley Act
(Not an
exhibit of Form N-CSR)
This
certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. ss. 1350, and accompanies the report on Form N-CSR for the
period ended March 31, 2009 of Engex, Inc. (the "Registrant").
I,
Michael Siciliano, the Principal Financial Officer of the Registrant, certify
that, to the best of my knowledge:
1. the
Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 ( 15 U.S.C. 78m(a) or 78o(d); and
2. the
information contained in the Form N-CSR fairly presents, in all material
respects, the financial condition and results of operations of the
Registrant.
Date
June 4,
2009
/s/
Michael Siciliano
Michael
Siciliano
Treasurer
A signed
original of this written statement required by Section 906 has been provided to
the Registrant and will be retained by the Registrant and furnished to the
Securities and Exchange Commission or its staff upon request.
Certification
Required By Section 906 of the Sarbanes-Oxley Act
(Not an
exhibit of Form N-CSR)
This
certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. ss. 1350, and accompanies the report on Form N-CSR for the
period ended March 31, 2009 of Engex, Inc. (the "Registrant").
I, J.
Morton Davis, the Principal Executive Officer of the Registrant, certify that,
to the best of my knowledge:
1. the
Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 ( 15 U.S.C. 78m(a) or 78o(d); and
2. the
information contained in the Form N-CSR fairly presents, in all material
respects, the financial condition and results of operations of the
Registrant.
Date
June 4,
2009
/s/ J. Morton Davis
J. Morton
Davis
President
A signed
original of this written statement required by Section 906 has been provided to
the Registrant and will be retained by the Registrant and furnished to the
Securities and Exchange Commission or its staff upon request.
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