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Shareholders Report | | December 31, 2012 |
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Management Report to Shareholders
The first half of the current fiscal year of Armstrong Associates ended December 31, 2012. At that time the Fund had total net assets of $13,660,855 and a per share price of $10.84. Not reflected in the year end price is a $0.15 per share dividend from dividend income. In addition, Armstrong paid a $0.33 dividend from net realized long-term capital gains which resulted in a combined total dividend payout of $0.48 per share.
Reflecting a hedged investment position during the run up to and following the Presidential election, cash reserves in Armstrong’s portfolio ranged from 13.3% at the start of the report period to 9.0% on December 31st. The overall investment return for Armstrong for the 6 month report period was +3.14% which compares to the total return for the Dow Jones Industrial Average of +3.19%.
As an investment perspective on the 6 month period covered by this report, common stocks received support from early signs of a stabilizing domestic economy and a lack of meaningful investment returns on cash equivalent and bond investments. At the same time, investors were concerned about uncertainties related to a contentious upcoming Presidential election and, following the election, an uncertain outlook for tax rates, a looming fiscal cliff and the prospects for a weakening economy.
Now that the election has been decided, the “cliff” seems to have been avoided, some compromise appears to have been found on tax rates, at least temporarily, and there are indications that domestic economic activity is becoming increasingly positive. Given the low level of investment returns and related price risks in the fixed-income sector and virtually nonexistent returns on cash equivalents, well-positioned common stocks should offer attractive investment opportunities in a recovering economy.
Please call if you have any questions concerning your investment in Armstrong.
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Sincerely, |
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C. K. Lawson |
January 19, 2013 |
2
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The Basis for the Selection of Portfolios, Inc. as Adviser for the Fund
The approval of Armstrong’s (the “Fund”) investment advisory agreement with Portfolios, Inc., (“Portfolios”) is made annually by the Independent Directors of its Board of Directors (the “Directors”). Important determinations and conclusions made by the Directors in connection with this responsibility include the following:
First, the Directors concluded that Portfolios has adhered to the investment specifications included in the Fund’s prospectus and has provided satisfactory long term investment results for the Fund’s shareholders within a variety of investment environments over the years. In addition, on review of the investment management fee paid by the Fund to Portfolios and the related expense ratio of the Fund, the Directors concluded that in comparison to stand-alone funds of comparable size the comparison is satisfactory. The Directors further believe that the administrative and transfer agent services that Portfolios provides Armstrong have been done efficiently and were provided at a reasonable cost when compared to alternatives that had been considered.
On review of the profitability of the Fund’s investment advisory agreement to Portfolios, Inc., the Directors took into consideration the investment management services provided by the advisor, the staffing required for the advisor to provide these services, the administrative and transfer agent services provided, including staffing and equipment expenses, and the substantial additional services not required under any of the agreements that are provided to Armstrong by Portfolios which have resulted in significant cost savings for the Fund. The Directors concluded that the investment advisory agreement and related agreements with Portfolios did not result in excessive profits and were reasonable.
Regarding the potential of “economies of scale” that could result from future growth in total assets of the Fund, the Directors’ concluded that the annual investment advisory agreement renewal process allows the Board the continuing opportunity to address the appropriateness of Portfolios’ management fees and instigate changes if and when necessary.
The Directors believe that the management of the Fund by Portfolios, which has been directly involved with the management and administration of Armstrong for approximately 44 years, provides the advantage of an unusual level of continuity for the Fund’s shareholders. Further, Portfolios’ responsibility for both the Fund’s administrative and transfer agent functions had resulted in a coordinated focus on internal controls that is beneficial to the operation of the Fund.
Having considered the various responsibilities associated with the operation of the Fund and seeing no changes necessary, the Directors agreed that it was in the best interest of the Fund and its shareholders to renew the Investment Advisory, Administrative and Transfer Agent Agreements with Portfolios, Inc.
3
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About Your Fund’s Expenses
As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to enable you to compare these costs with the ongoing costs of investing in other mutual funds.
Example
The Example is based on an investment of $1,000 invested at the beginning of the Fund’s fiscal year on June 30, 2012 and held through December 31, 2012, the six months covered by this semiannual report.
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $11,200 account value divided by $1,000 = 11.2), then multiply the result by the number in the line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purpose
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expenses ratio and an assumed rate of return of 5% per year before expense, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with 5% hypothetical examples that appear in the shareholder reports of the funds. You may want to add other fees that are not included in the expenses shown in the table such as IRA fees and charges for extra services such as bank wires.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do nor reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees (Note that there are no transaction costs associated with Armstrong Associates share transactions). Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
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| | Beginning Account Value June 30, 2012 | | | Ending Account Value December 31, 2012 | | | Expenses Paid During Period* | |
Actual | | $ | 1,000.00 | | | $ | 1,031.41 | | | $ | 6.91 | |
Hypothetical (5% return before expenses) | | $ | 1,000.00 | | | $ | 1,018.11 | | | $ | 6.89 | |
* | Expenses are equal to Armstrong Associates annualized expense ratio of 1.35%, multiplied by the average account value over the period, multiplied by 184/365 days. |
4
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Statement of Operations — 6 Months Ended December 31, 2012
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Investment income | | | | | | | | |
| | |
Income: | | | | | | | | |
Dividends | | | | | | $ | 219,545 | |
Interest | | | | | | | — | |
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Total income | | | | | | | 219,545 | |
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Operating expenses | | | | | | | | |
Investment advisory fees | | $ | 55,795 | | | | | |
Administrative fees | | | 8,000 | | | | | |
Custodian fees | | | 3,202 | | | | | |
Transfer agent fees | | | 5,148 | | | | | |
Legal fees | | | 3,750 | | | | | |
Accounting fees | | | 5,645 | | | | | |
Registration fees, licenses and other | | | 3,790 | | | | | |
Directors’ fees and expenses | | | 4,513 | | | | | |
Reports and notices to shareholders | | | 3,850 | | | | | |
Insurance expense | | | 747 | | | | 94,440 | |
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Net investment income | | | | | | | 125,105 | |
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Realized and unrealized gains and losses on investments | | | | | | | | |
Realized gains/losses | | | | | | | | |
Proceeds from sales | | | | | | | 482,996 | |
Cost of securities sold | | | | | | | 268,908 | |
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Net realized gains/losses | | | | | | | 174,088 | |
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Unrealized appreciation | | | | | | | | |
Beginning of year | | | | | | | 5,892,344 | |
End of year | | | | | | | 6,040,667 | |
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Increase in unrealized appreciation | | | | | | | 148,323 | |
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Net realized and unrealized gain on investments | | | | | | | 322,411 | |
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Increase in net assets from operations | | | | | | $ | 447,516 | |
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The accompanying notes are an integral part of these financial statements. | | 5 |
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Statement of Changes in Net Assets — 6 Months Ended December 31, 2012
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Operations: | | | | |
Net investment income | | $ | 125,105 | |
Net realized gain on investments | | | 174,088 | |
Increase in unrealized appreciation of investments | | | 148,323 | |
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Net increase in net assets resulting from operations | | | 447,516 | |
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Distributions to shareholders | | | | |
Distributions paid | | | 583,641 | |
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Decrease in net assets resulting from distribution to shareholders | | | 583,641 | |
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Capital share transactions | | | | |
Net proceeds from sale of capital stock | | | 1,182,853 | |
Net asset value of shares issued as reinvestment of dividends | | | 575,621 | |
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Less cost of shares repurchased | | | 2,073,433 | |
Net decrease in net assets resulting from capital share transactions | | | (314,959 | ) |
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Total increase/decrease in net assets | | | (451,084 | ) |
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Net assets: | | | | |
Beginning of period | | | 14,111,939 | |
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End of period | | $ | 13,660,855 | |
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Condensed Financial Information
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Selected Per Share Data and Ratios (a) | | Six months ended 12/31/12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2012 | | | 2011 | | | 2010 | | | 2009 | | | 2008 | | | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | | | 2002 | | | 2001 | | | 2000 | | | 1999 | | | 1998 | | | 1997 | |
| | | | | | | | | | | | | | | | | |
Net asset value, Beginning of year | | $ | 10.98 | | | $ | 11.25 | | | $ | 9.27 | | | $ | 8.69 | | | $ | 11.85 | | | $ | 13.34 | | | $ | 12.46 | | | $ | 12.13 | | | $ | 12.20 | | | $ | 10.85 | | | $ | 10.43 | | | $ | 12.56 | | | $ | 15.70 | | | $ | 13.53 | | | $ | 12.14 | | | $ | 11.61 | | | $ | 10.45 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | .09 | | | | .04 | | | | .05 | | | | .02 | | | | .04 | | | | .06 | | | | .04 | | | | .02 | | | | .02 | | | | — | | | | (.01 | ) | | | (.05 | ) | | | .05 | | | | .01 | | | | (.01 | ) | | | .03 | | | | .06 | |
Net realized and unrealized gains (losses) on investments | | | .25 | | | | (.18 | ) | | | 1.97 | | | | .58 | | | | (2.72 | ) | | | (.62 | ) | | | 1.27 | | | | .67 | | | | .54 | | | | 1.43 | | | | .44 | | | | (1.92 | ) | | | (2.00 | ) | | | 2.64 | | | | 1.89 | | | | 1.38 | | | | 1.64 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total from investment operations | | | .34 | | | | (.20 | ) | | | 2.02 | | | | .60 | | | | (2.68 | ) | | | (.56 | ) | | | 1.31 | | | | .69 | | | | .56 | | | | 1.43 | | | | .43 | | | | (1.97 | ) | | | (1.95 | ) | | | 2.65 | | | | 1.88 | | | | 1.41 | | | | 1.70 | |
Less distributions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | .15 | | | | (.07 | ) | | | .04 | | | | .02 | | | | .05 | | | | .07 | | | | .02 | | | | .03 | | | | — | | | | — | | | | .01 | | | | .05 | | | | — | | | | — | | | | .04 | | | | .05 | | | | .07 | |
Distributions from net realized gains | | | .33 | | | | — | | | | — | | | | — | | | | .43 | | | | .86 | | | | .41 | | | | .33 | | | | .63 | | | | .08 | | | | — | | | | .11 | | | | 1.19 | | | | .48 | | | | .45 | | | | .83 | | | | .47 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 10.84 | | | $ | 10.88 | | | $ | 11.25 | | | $ | 9.27 | | | $ | 8.69 | | | $ | 11.85 | | | $ | 13.34 | | | $ | 12.46 | | | $ | 12.13 | | | $ | 12.20 | | | $ | 10.85 | | | $ | 10.43 | | | $ | 12.56 | | | $ | 15.70 | | | $ | 13.53 | | | $ | 12.14 | | | $ | 11.61 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total return Ratios/supplemental data | | | 3.14 | % | | | -1.75 | | | | 21.82 | | | | 6.89 | | | | -22.39 | | | | -4.55 | | | | 10.44 | | | | 5.69 | | | | 4.64 | | | | 13.22 | | | | 4.13 | | | | (15.85 | ) | | | (12.99 | ) | | | 20.38 | | | | 16.26 | | | | 13.31 | | | | 17.19 | |
Net assets, end of period (000’s) | | | 13,660 | | | | 14,112 | | | | 14,837 | | | | 12,205 | | | | 12,271 | | | | 16,777 | | | | 18,406 | | | | 17,506 | | | | 17,043 | | | | 16,227 | | | | 14,148 | | | | 13,875 | | | | 17,565 | | | | 20,126 | | | | 17,214 | | | | 15,213 | | | | 14,300 | |
Ratio of expenses to average net assets | | | 1.35 | | | | 1.28 | | | | 1.30 | | | | 1.32 | | | | 1.30 | | | | 1.17 | | | | 1.2 | | | | 1.2 | | | | 1.3 | | | | 1.2 | | | | 1.3 | | | | 1.2 | | | | 1.2 | | | | 1.2 | | | | 1.2 | | | | 1.3 | | | | 1.4 | |
Ratio of net investment income to average net assets | | | .9 | | | | .7 | | | | .5 | | | | .3 | | | | .4 | | | | .5 | | | | .3 | | | | .2 | | | | .2 | | | | — | | | | — | | | | — | | | | .4 | | | | .1 | | | | (.1 | ) | | | .2 | | | | .5 | |
Portfolio turnover rate | | | 2 | % | | | 7 | | | | 10 | | | | 4 | | | | 5 | | | | 2 | | | | 4 | | | | 11 | | | | 7 | | | | 5 | | | | 4 | | | | 7 | | | | 9 | | | | 6 | | | | 3 | | | | 20 | | | | 7 | |
Notes:
(a) | For a share outstanding throughout the year. Per share data has been rounded to nearest cent and adjusted to give effect to a 2-for-1 stock split, effective October 16, 1978, by means of a stock distribution. |
(b) | For the six month period ending December 31, 2012, the total return for the period was 3.14%. This return is not annualized. |
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6 | | The accompanying notes are an integral part of these financial statements. |
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Statement of Net Assets — December 31, 2012
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Assets: | | | | |
Investment in securities at market value (identified cost, $6,393,301) | | $ | 12,433,968 | |
Cash | | | 1,038,961 | |
Receivable for sale of securities | | | 110,286 | |
Dividends receivable | | | 25,130 | |
Interest receivable | | | — | |
Receivable for fund shares purchased | | | 38,700 | |
Prepaid expenses and other assets | | | 556 | |
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| | $ | 13,647,601 | |
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Liabilities: | | | | |
Payable to Portfolios, Inc. | | | 11,110 | |
Accrued expenses and other liabilities | | | (24,364 | ) |
Payable fund shares redeemed | | | — | |
Payable for purchase of securities | | | — | |
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| | | (13,254 | ) |
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Total net assets equivalent to $10.84 per share with 1,260,532 shares outstanding | | $ | 13,660,855 | |
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Per share income and capital changes for a share outstanding throughout the year ended Jun 30 (a) | |
1996 | | | 1995 | | | 1994 | | | 1993 | | | 1992 | | | 1991 | | | 1990 | | | 1989 | | | 1988 | | | 1987 | | | 1986 | | | 1985 | | | 1984 | | | 1983 | | | 1982 | | | 1981 | | | 1980 | | | 1979 | | | 1978 | | | 1977 | | | 1976 | | | 1975 | |
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$ | 9.70 | | | $ | 8.19 | | | $ | 8.26 | | | $ | 7.08 | | | $ | 6.87 | | | $ | 7.38 | | | $ | 7.74 | | | $ | 7.17 | | | $ | 9.66 | | | $ | 8.72 | | | $ | 7.65 | | | $ | 7.29 | | | $ | 10.22 | | | $ | 7.10 | | | $ | 9.37 | | | $ | 7.74 | | | $ | 7.06 | | | $ | 6.50 | | | $ | 5.68 | | | $ | 5.30 | | | $ | 3.81 | | | $ | 2.74 | |
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| .05 | | | | .02 | | | | — | | | | .02 | | | | .06 | | | | .16 | | | | .23 | | | | .24 | | | | .09 | | | | .10 | | | | .14 | | | | .24 | | | | .16 | | | | .21 | | | | .41 | | | | .24 | | | | .23 | | | | .16 | | | | .08 | | | | .04 | | | | .03 | | | | .07 | |
| 1.10 | | | | 2.12 | | | | .10 | | | | 1.19 | | | | .33 | | | | (.27 | ) | | | .19 | | | | .67 | | | | (.53 | ) | | | 1.51 | | | | 1.17 | | | | 1.02 | | | | (2.51 | ) | | | 3.72 | | | | (1.28 | ) | | | 2.62 | | | | 1.40 | | | | .84 | | | | .78 | | | | .38 | | | | 1.53 | | | | 1.04 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1.15 | | | | 2.14 | | | | .10 | | | | 1.21 | | | | .39 | | | | (.11 | ) | | | .42 | | | | .91 | | | | (.44 | ) | | | 1.61 | | | | 1.31 | | | | 1.26 | | | | (2.35 | ) | | | 3.93 | | | | (.87 | ) | | | 2.86 | | | | 1.63 | | | | 1.00 | | | | .86 | | | | .42 | | | | 1.56 | | | | 1.11 | |
| | | | | | | | | | | | | | | | | | | | | |
| .02 | | | | .04 | | | | — | | | | .02 | | | | .15 | | | | .23 | | | | .24 | | | | .11 | | | | .14 | | | | .16 | | | | .24 | | | | .14 | | | | .20 | | | | .43 | | | | .19 | | | | .23 | | | | .13 | | | | .11 | | | | .04 | | | | .04 | | | | .07 | | | | .04 | |
| | | | | | | | | | | | | | | | | | | | | |
| .38 | | | | .59 | | | | .17 | | | | .01 | | | | .03 | | | | .17 | | | | .54 | | | | .23 | | | | 1.91 | | | | .51 | | | | — | | | | .76 | | | | .38 | | | | .38 | | | | 1.21 | | | | 1.00 | | | | .82 | | | | .33 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 10.45 | | | $ | 9.70 | | | $ | 8.19 | | | $ | 8.26 | | | $ | 7.08 | | | $ | 6.87 | | | $ | 7.38 | | | $ | 7.74 | | | $ | 7.17 | | | $ | 9.66 | | | $ | 8.72 | | | $ | 7.65 | | | $ | 7.29 | | | $ | 10.22 | | | $ | 7.10 | | | $ | 9.37 | | | $ | 7.74 | | | $ | 7.06 | | | $ | 6.50 | | | $ | 5.68 | | | $ | 5.30 | | | $ | 3.81 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 12.09 | | | | 27.32 | | | | 1.13 | | | | 17.12 | | | | 5.79 | | | | (.92 | ) | | | 5.93 | | | | 13.23 | | | | (6.27 | ) | | | 20.00 | | | | 17.80 | | | | 19.10 | | | | (24.01 | ) | | | 61.27 | | | | (9.87 | ) | | | 38.04 | | | | 24.08 | | | | 15.17 | | | | 15.31 | | | | 8.05 | | | | 42.06 | | | | 41.46 | % |
| | | | | | | | | | | | | | | | | | | | | |
| 13,100 | | | | 11,961 | | | | 9,255 | | | | 9,680 | | | | 9,366 | | | | 9,228 | | | | 9,770 | | | | 9,887 | | | | 10,435 | | | | 12,294 | | | | 11,714 | | | | 10,957 | | | | 9,788 | | | | 12,869 | | | | 7,669 | | | | 8,277 | | | | 5,777 | | | | 4,538 | | | | 3,886 | | | | 3,649 | | | | 3,785 | | | $ | 2,892 | |
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| 1.4 | | | | 1.8 | | | | 1.8 | | | | 1.8 | | | | 1.9 | | | | 1.9 | | | | 1.8 | | | | 1.9 | | | | 2.0 | | | | 1.7 | | | | 1.6 | | | | 1.7 | | | | 1.6 | | | | 1.6 | | | | 1.7 | | | | 1.5 | | | | 1.6 | | | | 1.5 | | | | 1.5 | | | | 1.5 | | | | 1.5 | | | | 1.5 | |
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| .5 | | | | .2 | | | | — | | | | .2 | | | | .8 | | | | 2.3 | | | | 2.9 | | | | 3.0 | | | | 1.3 | | | | 1.0 | | | | 1.6 | | | | 3.1 | | | | 1.9 | | | | 2.4 | | | | 5.6 | | | | 2.7 | | | | 3.2 | | | | 2.3 | | | | 1.6 | | | | 1.9 | | | | .8 | | | | 2.7 | |
| 19 | | | | 12 | | | | 21 | | | | 17 | | | | 36 | | | | 24 | | | | 44 | | | | 46 | | | | 20 | | | | 51 | | | | 54 | | | | 53 | | | | 96 | | | | 59 | | | | 34 | | | | 60 | | | | 131 | | | | 97 | | | | 151 | | | | 113 | | | | 113 | | | | 210 | % |
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The accompanying notes are an integral part of these financial statements. | | 7 |
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Portfolio of Investments in Securities — December 31, 2012
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| | Shares or principal amount | | | Cost | | | Market value | |
| | | |
COMMON STOCK (88.2%) | | | | | | | | | | | | |
Industry and issue | | | | | | | | | | | | |
Aerospace and Diversified Industrial Goods (14.0%) | | | | | | | | | | | | |
The Boeing Company | | | 5,000 | | | $ | 293,580 | | | $ | 376,800 | |
Caterpillar, Inc. | | | 4,000 | | | | 267,040 | | | | 358,434 | |
General Electric Company | | | 15,000 | | | | 147,489 | | | | 314,850 | |
SPX Corporation | | | 3,000 | | | | 167,286 | | | | 210,450 | |
United Technologies Corporation | | | 8,000 | | | | 254,750 | | | | 656,080 | |
| | | | | | | | | | | | |
| | | | | | | 1,130,145 | | | | 1,916,614 | |
| | | | | | | | | | | | |
Beverages and Food Products (8.6%) | | | | | | | | | | | | |
Kraft Foods Company | | | 3,500 | | | | 134,716 | | | | 159,145 | |
Mondelez International | | | 6,500 | | | | 134,964 | | | | 165,446 | |
Pepsico, Inc. | | | 12,500 | | | | 73,001 | | | | 855,375 | |
| | | | | | | | | | | | |
| | | | | | | 342,681 | | | | 1,179,966 | |
| | | | | | | | | | | | |
Business Services and Products (6.6%) | | | | | | | | | | | | |
Avery Dennison Corporation | | | 10,000 | | | | 140,800 | | | | 349,200 | |
Iron Mountain, Inc. | | | 17,696 | | | | 329,042 | | | | 549,463 | |
| | | | | | | | | | | | |
| | | | | | | 469,842 | | | | 898,663 | |
| | | | | | | | | | | | |
Consumer Staples (7.2%) | | | | | | | | | | | | |
Kimberly Clark Corporation | | | 6,000 | | | | 227,121 | | | | 506,580 | |
Procter & Gamble Company | | | 7,051 | | | | 166,631 | | | | 478,692 | |
| | | | | | | | | | | | |
| | | | | | | 393,752 | | | | 985,272 | |
| | | | | | | | | | | | |
Energy Related (7.4%) | | | | | | | | | | | | |
Cameron International | | | 4,000 | | | | 208,400 | | | | 225,840 | |
Chevron Corporation | | | 3,000 | | | | 211,633 | | | | 324,420 | |
Halliburton Company | | | 11,000 | | | | 238,361 | | | | 381,590 | |
Weatherford International, Inc. | | | 6,500 | | | | 92,538 | | | | 72,735 | |
| | | | | | | | | | | | |
| | | | | | | 750,932 | | | | 1,004,585 | |
| | | | | | | | | | | | |
Entertainment Services (2.9%) | | | | | | | | | | | | |
DIRECTV Corporation | | | 8,000 | | | | 198,781 | | | | 401,280 | |
| | | | | | | | | | | | |
| | | |
Environmental Services (9.3%) | | | | | | | | | | | | |
Stericycle, Inc. | | | 4,500 | | | | 230,318 | | | | 419,760 | |
Waste Connection, Inc. | | | 15,000 | | | | 133,911 | | | | 506,850 | |
Waste Management, Inc. | | | 10,000 | | | | 309,300 | | | | 337,400 | |
| | | | | | | | | | | | |
| | | | | | | 673,529 | | | | 1,264,010 | |
| | | | | | | | | | | | |
Financial Services (3.3%) | | | | | | | | | | | | |
American Express Company | | | 5,000 | | | | 231,450 | | | | 287,400 | |
Western Union Company | | | 12,000 | | | | 220,229 | | | | 163,320 | |
| | | | | | | | | | | | |
| | | | | | | 451,679 | | | | 450,720 | |
| | | | | | | | | | | | |
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| | | | | | | | | | | | |
| | Shares or principal amount | | | Cost | | | Market value | |
| | | |
Industrial Gases (4.4%) | | | | | | | | | | | | |
Praxair, Inc. | | | 5,500 | | | $ | 98,948 | | | $ | 601,976 | |
| | | | | | | | | | | | |
| | | |
Medical Products (8.6%) | | | | | | | | | | | | |
Abbott Laboratories, Inc. | | | 8,500 | | | | 48,460 | | | | 556,750 | |
Medtronic, Inc. | | | 15,000 | | | | 142,828 | | | | 615,300 | |
| | | | | | | | | | | | |
| | | | | | | 191,288 | | | | 1,172,050 | |
| | | | | | | | | | | | |
Metals and Mining (1.5%) | | | | | | | | | | | | |
Freeport-McMoRan Copper & Gold, Inc. | | | 6,000 | | | | 198,258 | | | | 205,200 | |
| | | | | | | | | | | | |
| | | |
Retail Stores (7.8%) | | | | | | | | | | | | |
CVS Caremark Corporation | | | 8,000 | | | | 233,482 | | | | 386,800 | |
Wal-Mart Stores, Inc. | | | 10,000 | | | | 123,000 | | | | 682,300 | |
| | | | | | | | | | | | |
| | | | | | | 356,482 | | | | 1,069,100 | |
| | | | | | | | | | | | |
Technology Related Products (7.2%) | | | | | | | | | | | | |
Broadcom Corporation | | | 5,000 | | | | 176,456 | | | | 166,050 | |
Cisco Systems, Inc. | | | 11,000 | | | | 196,641 | | | | 216,143 | |
Corning, Inc. | | | 12,000 | | | | 65,522 | | | | 151,440 | |
EMC Corporation | | | 8,000 | | | | 221,612 | | | | 202,400 | |
Intel Corporation | | | 12,000 | | | | 201,840 | | | | 247,440 | |
| | | | | | | | | | | | |
| | | | | | | 862,071 | | | | 983,473 | |
| | | | | | | | | | | | |
Transportation Services (2.2%) | | | | | | | | | | | | |
Southwest Airlines | | | 15,000 | | | | 128,736 | | | | 153,600 | |
United Parcel Service, Inc. | | | 2,000 | | | | 146,177 | | | | 147,460 | |
| | | | | | | | | | | | |
| | | | | | | 274,913 | | | | 301,060 | |
| | | | | | | | | | | | |
| | | |
Total Common Stocks (91.0%) | | | | | | $ | 6,393,301 | | | $ | 12,433,968 | |
| | | | | | | | | | | | |
| | | |
Other Assets Less Liabilities (9.0%) | | | | | | | | | | $ | 1,226,887 | |
| | | | | | | | | | | | |
| | | |
Total Net Assets (100%) | | | | | | | | | | $ | 13,660,855 | |
| | | | | | | | | | | | |
| | |
The accompanying notes are an integral part of these financial statements. | | 9 |
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Notes to Financial Statements — December 31, 2012
Note 1 — Operations and Summary of Significant Accounting Policies
Nature of Operations
Armstrong Associates, Inc. (the Fund) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end investment management company.
A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:
Valuation of Securities
The net asset value per share of the Fund is calculated following the close of trading on the New York Stock Exchange (usually 4:00 p.m., New York time) each day the Exchange is open for business. A security quoted on the New York Stock Exchange Composite Tape or on the NASDAQ National Market is valued at its last sale price reported prior to the time the assets are valued. A security not quoted on the New York Stock Exchange Composite Tape or the NASDAQ National Market is valued, in the case of an exchange listed security, at the last reported sale price on that exchange where it is quoted prior to the time the assets are valued and, in the case of securities which are not traded or did not trade on an exchange or for which over-the-counter last sale market quotations are not readily available, on the basis of the last current bid price prior to the time the assets are valued. When market quotations are not available, a security is valued at the fair market value that is determined in line with the framework established under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820-10-35 “Fair Value Measurements”. Using the fair market value to price securities may result in value that is different from a security’s most recent closing price and from the prices used by other mutual funds to calculate their net asset values. Short-term debt securities are carried at cost which approximates market.
Fair Value Measurement
Fair value measurements defines fair value, expands disclosure requirements, and specifies a hierarchy of valuation measurement techniques. The following are the levels of the hierarchy and a brief description of the type of valuation information (inputs) used to determine the value of the Fund’s investments.
| • | | Level 1: Quoted prices for identical assets in active markets. |
| • | | Level 2: Significant inputs other than Level 1 that are based on observable market data. These inputs could include, among other things, quoted prices for similar assets in active markets, quoted prices for identical assets in inactive markets and inputs that are observable that are not prices. |
| • | | Level 3: Developed from significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
All of the Fund’s investments were classified as Level 1 as of December 31, 2012.
Investment Transactions and Investment Income
Investment transactions are recorded on the trade date basis, and realized gains and losses are calculated using the identified cost method. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income is recorded daily on the accrual basis.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 may differ from those estimates.
Distributions
Distributions of ordinary income and/or capital gains to shareholders, when made, normally occur in the fourth quarter of the calendar year.
Note 2 — Investment Advisory, Transfer Agent and Administrative Fees
Portfolios, Inc. (Portfolios) is the investment advisor and transfer agent for the Fund and provides administrative services for the Fund under Investment Advisory, Transfer Agent and Administrative Services Agreements. An officer and director of Portfolios is also an officer and director of the Fund.
Under the terms of the Investment Advisory Agreement, the Fund pays Portfolios a fee of .80% per annum of the average net asset value of the Fund. For the six months ended December 31, 2012, investment advisory fees to Portfolios amounted to $55,795. Transfer Agent fees of $4,200, and Administrative Services fees of $8,000, charged in equal monthly installments, were incurred by the Fund for the six months ended December 31, 2012. At December 31, 2012, the Fund owed Portfolios $11,110 in accrued investment advisory, transfer agent and administrative fees.
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In order to effectively limit the expenses of the Fund, the advisor has agreed to reimburse the Fund for all expenses (including the advisory fee but excluding the brokerage commissions, taxes, and interest and extraordinary charges such as litigation costs) incurred by the Fund in any fiscal year in excess of 2% of the first $10 million of average daily net assets; 1.5% of the next $20 million of average daily net assets; and 1% of the remaining average daily net assets. No reimbursements were required during the six months ended December 31, 2012.
Note 3 — Purchases and Sales of Securities
For the six months ended December 31, 2012, purchases and sales of securities, excluding short-term debt securities and U.S. government obligations, including applicable commissions, totaled $260,555 and $442,996, respectively.
The Fund paid total brokerage commissions aggregating $2,480 in the six months ended December 31, 2012 on purchases and sales of investment securities. All commissions were paid to unaffiliated broker-dealers.
Note 4 — Federal Income Taxes
As of December 31, 2012, the Fund qualified and intends to continue to qualify each fiscal year as a “regulated investment company” under Subchapter M of the Internal Revenue Code, as amended. By qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes all of its taxable income for its fiscal year.
On December 31, 2012, the cost of investment securities for tax purposes was $6,393,301. Net unrealized appreciation of investment securities for tax purposes was $6,040,667, consisting of unrealized gains of $6,146,997 on securities that had risen in value since their purchase and $(106,330) in unrealized losses on securities that had fallen in value since their purchase.
At December 31, 2012, the tax basis components of distributable earnings were as follows:
| | | | |
| | 2012 | |
Unrealized appreciation | | $ | 6,146,997 | |
Unrealized depreciation | | | (106,330 | ) |
| | | | |
Net unrealized appreciation | | $ | 6,040,667 | |
| | | | |
Undistributed ordinary income | | | (32,579 | ) |
| | | | |
Undistributed short-term capital gains | | | — | |
| | | | |
Undistributed long-term capital gains | | | 10,336 | |
| | | | |
Note 5 — Capital Stock
On December 31, 2012, there were 6,000,000 shares of $1 par value capital stock authorized, and capital paid in was $7,858,204. Transactions in capital stock for the six months ended December 31, 2012 and 2011 were as follows:
| | | | | | | | |
| | 2012 | | | 2011 | |
Shares bought | | $ | 104,533 | | | $ | 33,977 | |
Shares issued as reinvestment of dividends | | | 53,646 | | | | 8,656 | |
| | | | | | | | |
| | | 158,179 | | | | 42,633 | |
| | |
Shares redeemed | | | (182,695 | ) | | | (38,208 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | $ | (24,516 | ) | | $ | 4,425 | |
| | | | | | | | |
Note 6 — Distributions to Shareholders
The tax character of distributions paid during the six months ended December 31, 2012 and 2011 were as follows:
| | | | | | | | | | | | | | | | |
| | 2012 | | | 2011 | |
| | Amount | | | Per share | | | Amount | | | Per share | |
Distributions paid from | | | | | | | | | | | | | | | | |
Ordinary income | | $ | 182,388 | | | $ | .15 | | | $ | 91,735 | | | $ | .07 | |
Capital gains | | | 401,253 | | | | .33 | | | | — | | | | .00 | |
| | | | | | | | | | | | | | | | |
| | $ | 583,641 | | | $ | .48 | | | $ | 91,735 | | | $ | .07 | |
| | | | | | | | | | | | | | | | |
11
Officers and Directors
| | |
C.K. Lawson | | Cruger S. Ragland |
President, Treasurer and Director. | | Director |
| | Retired President, |
Candace L. Bossay | | Ragland Insurance Agency, Inc. |
Vice President and Secretary | | |
| | Ann D. Reed |
George Y. Banks | | Director |
Director | | Private Investor |
Retired Partner, Grant Thornton, L.L.P. | | |
| |
Eugene P. Frenkel, M.D. | | |
Director | | |
Professor of Internal Medicine and Radiology | | |
Southwestern Medical School | | |
| | | | | | |
Custodian | | Transfer Agent | | Auditors | | Investment Advisor |
Union Bank | | Portfolios, Inc. | | Travis Wolff & Company L.L.P. | | Portfolios, Inc. |
San Francisco, California | | Dallas, Texas | | Dallas, Texas | | Dallas, Texas |
Proxy Voting Information
Shareholders can obtain a free copy of Armstrong’s proxy voting policies and procedures and voting record over the most recent 12 months ending June 30 upon request to: Armstrong Associates, Inc. 750 N. St. Paul St., Ste. 1300, Dallas, Texas 75201, (214) 720-9101, or at the SEC’s website, www.sec.gov.
Armstrong’s Portfolio Information
Armstrong files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Form N-Q is available on the SEC’s website at http://www.sec.gov. In addition the Form N-Q 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.
This report is unaudited and is prepared for the information of the shareholders of Armstrong Associates, Inc. It is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.
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750 N. St. Paul Suite 1300 Dallas, Texas 75201-3250
(214)720-9101 (214)871-8948 FAX