UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-09261
FOXBY CORP.
(Exact name of registrant as specified in charter)
11 Hanover Square, 12th Floor 10005
New York, NY
(Address of principal executive offices) (Zip Code)
Thomas B. Winmill, President
Foxby Corp.
11 Hanover Square, 12th Floor
New York, NY 10005
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-212-344-6310
Date of fiscal year end: 12/31
Date of reporting period: 9/30/08
ITEM 1. SCHEDULE OF INVESTMENTS
FOXBY CORP.
SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 2008
(UNAUDITED)
SHARES COMMON STOCKS (99.36%) VALUE
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BITUMINOUS COAL & LIGNITE SURFACE MINING (10.14%)
3,100 Fording Canadian Coal Trust $ 257,300
725,000 Hillsborough Resources Ltd. (1) 327,314
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584,614
BOTTLED AND CANNED SOFT DRINKS (3.15%)
6,000 Hansen Natural Corp. (1) (3) 181,500
CANNED FRUITS AND VEGETABLES (4.06%)
30,000 Del Monte Foods Company 234,000
COAL PROJECT DEVELOPMENT (1.47%)
211,825 Phoenix Coal Corp. (1) 84,674
COPPER EXPLORATION AND PROJECT DEVELOPMENT (4.86%)
122,000 First Metals, Inc. (1) 34,138
30,000 Lumina Copper Corp. (1) 31,038
438,000 Nord Resources Corp. (1) 214,620
-------
279,796
CRUDE PETROLEUM AND NATURAL GAS (7.35%)
6,408 Nexen Inc. 148,858
95,000 RAM Energy Resources, Inc. (1) 274,550
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423,408
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT (5.79%)
8,000 Diana Shipping Inc. 157,520
10,000 Eagle Bulk Shipping Inc. 139,400
4,900 Navios Maritime Partners L.P. 36,995
------
333,915
DIAMOND EXPLORATION AND PROJECT DEVELOPMENT (3.94%)
185,937 Etruscan Diamonds Ltd. (1) (2) 227,350
ELECTRONIC COMPUTERS (3.57%)
12,500 Dell Inc. (1) (4) 206,000
FIRE, MARINE & CASUALTY INSURANCE (4.35%)
57 Berkshire Hathaway, Inc. - Class B (1) (4) 250,515
GOLD EXPLORATION AND PROJECT DEVELOPMENT (3.27%)
99,000 Etruscan Resources Inc. (1) 64,715
141,000 Mansfield Minerals, Inc. (1) 66,309
17,166 Q2 Gold Resources, Inc. (1) (2) -
110,000 Reunion Gold Corp (1) 21,210
140,000 Victoria Gold Corp. (1) 36,211
------
188,445
HOSPITAL AND MEDICAL SERVICE PLANS (2.20%)
5,000 UnitedHealth Group Inc. (4) 126,950
INSURANCE AGENTS, BROKERS AND SERVICES (3.98%)
10,600 Brown & Brown, Inc. (4) 229,172
75,000 Safety Intelligence Systems Corp. (1) (2) -
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229,172
INVESTMENT ADVICE (4.59%)
3,000 Franklin Resources Inc. 264,390
METAL MINING (1.62%)
15,250 HudBay Minerals Inc. (1) 93,520
NATURAL GAS DISTRIBUTION (0.84%)
12,713 MetroGAS S.A. ADR (1) 48,564
POTASH PROJECT DEVELOPMENT (4.48%)
100,000 MagMinerals Holdings Corp. (1) (2) 258,390
POWER INSULATING AND RELATED EQUIPMENT (0.74%)
4,000 NGK Insulators, Ltd. (4) 42,600
REINSURANCE CARRIERS (3.25%)
6,800 Aspen Insurance Holdings Ltd. (4) 187,000
SECURITY AND COMMODITY BROKERS, DEALERS, EXCHANGES AND SERVICES (5.78%)
6,200 T. Price Rowe Group, Inc. 333,002
SEMICONDUCTORS AND RELATED DEVICES (6.39%)
9,900 Intel Corporation (4) 185,427
8,500 Texas Instruments Inc. (4) 182,750
-------
368,177
SERVICES-PREPACKAGED SOFTWARE (5.23%)
8,100 Trend Micro Incorporated ADR (1) (4) 301,370
SMELTING (0.19%)
7,203 China Silicon Corp. (1) (2) 11,143
STATE COMMERCIAL BANKS (3.65%)
7,300 Wilmington Trust Company (4) 210,459
TIMBER, OTHER RESOURCES (2.06%)
136,700 MagIndustries Corp. (1) 118,931
ZINC EXPLORATION AND PROJECT DEVELOPMENT (2.41%)
396,000 Farallon Resources Ltd. (1) 138,741
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Total common stocks (cost: $8,032,686) (99.36%) 5,726,626
---------
PREFERRED STOCKS (2.54%)
SMELTING
945 China Silicon Corp. (cost:$224,910) (1) (2) 146,191
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PRINCIPAL AMOUNT CORPORATE BONDS AND NOTES (4.65%)
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RETAIL CONSULTING AND INVESTMENT
412,434 Amerivon Holdings LLC 4%, due 2010 (cost: $412,434) (2) 268,082
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UNITS WARRANTS (0.04%) (1)
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4 Amerivon Holdings LLC, expiring 5/31/10 (2) -
23,626 China Silicon Corp., expiring 7/18/10 (2) -
111,110 Davie Yards Inc., expiring 2/20/10 2,090
198,000 Farallon Resources Ltd., expiring 12/21/08 (2) -
219,000 Nord Resources Corp., expiring 6/05/12 (2) -
70,000 Victoria Gold Corp., expiring 5/07/09 (2) -
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Total warrants (cost: $0) 2,090
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SHARES INVESTMENT OF SECURITY LENDING COLLATERAL (2.99%)
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172,500 State Street Navigator Securities Lending Prime Portfolio (cost:$172,500) 172,500
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Total investments (cost: $8,842,530) (109.58%) 6,315,489
Liabilities in excess of other assets (-9.58%) (552,252)
--------
Net assets (100.00%) $ 5,763,237
===========
SHARES SECURITIES SOLD SHORT VALUE
--------------------------------------------------------------------------------------------------------------
GOLD ORES
95,000 High River Gold Mines Ltd. (proceeds: $69,687) (1) $ 55,399
========
(1) Non-income producing.
(2) Illiquid and/or restricted security that has been fair valued.
(3) All or a portion of this security was on loan. The total value of the
securities on loan, as of September 30, 2008, was $181,500.
(4) Fully or partially pledged as collateral on bank credit facility.
ADR means "American Depositary Receipt."
NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED):
SECURITY VALUATION
Securities traded on a U.S. national securities exchange ("USNSE") are valued at
the last reported sales price on the day the valuations are made. Securities
traded primarily on the Nasdaq Stock Market ("Nasdaq") are normally valued by
the Fund at the Nasdaq Official Closing Price ("NOCP") provided by Nasdaq each
business day. The NOCP is the most recently reported price as of 4:00:02 p.m.,
ET, unless that price is outside the range of the "inside" bid and asked prices
(i.e., the bid and asked prices that dealers quote to each other when trading
for their own accounts); in that case, Nasdaq will adjust the price to equal the
inside bid or asked price, whichever is closer. Because of delays in reporting
trades, the NOCP may not be based on the price of the last trade to occur before
the market closes. Securities that are not traded on a particular day and
securities traded in foreign and over-the-counter markets that are not also
traded on a USNSE or Nasdaq, are valued at the mean between the last bid and
asked prices. Certain of the securities in which the Fund invests are priced
through pricing services that may utilize a matrix pricing system which takes
into consideration factors such as yields, prices, maturities, call features,
and ratings on comparable securities. Bonds may be valued according to prices
quoted by a dealer in bonds that offers pricing services. Debt obligations with
remaining maturities of 60 days or less are valued at cost adjusted for
amortization of premiums and accretion of discounts. Open end investment
companies are valued at their net asset value. Foreign securities markets may be
open on days when the U.S. markets are closed. For this reason, the value of any
foreign securities owned by the Fund could change on a day when stockholders
cannot buy or sell shares of the Fund. Securities for which market quotations
are not readily available or reliable and other assets may be valued as
determined in good faith under the direction of and pursuant to procedures
established by the Fund's Board of Directors. Due to the inherent uncertainty of
valuation, these values may differ from the values that would have been used had
a readily available market for the securities existed. These differences in
valuation could be material. A security's valuation may differ depending on the
method used for determining value. The use of fair value pricing by the Fund may
cause the net asset value of its shares to differ from the net asset value that
would be calculated using market prices.
The Fund adopted Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157") on January
1, 2008. FAS 157 defines fair value as the price that the Fund would receive to
sell an asset or pay to transfer a liability in an orderly transaction between
market participants at the measurement date. FAS 157 establishes a framework for
measuring fair value and a three level hierarchy for fair value measurements
based on the transparency of inputs to the valuation of an asset or liability.
Inputs may be observable or unobservable and refer broadly to the assumptions
that market participants would use in pricing the asset or liability. Observable
inputs reflect the assumptions market participants would use in pricing the
asset or liability based on market data obtained from sources independent of the
Fund. Unobservable inputs reflect the Fund's own assumptions about the
assumptions that market participants would use in pricing the asset or liability
developed based on the best information available under the circumstances. The
Fund's investment in its entirety is assigned a level based upon the inputs
which are significant to the overall valuation. The hierarchy of inputs is
summarized below.
Level 1 - quoted prices in active markets for identical investments.
Level 2 - other significant observable inputs (including quoted prices for
similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments).
The inputs or methodology used for valuing securities are not an indication of
the risk associated with investing in those securities.
The following is a summary of the inputs used as of September 30, 2008 in
valuing the Fund's assets and liabilities carried at fair value:
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------
Assets:
Investments in securities $ 5,404,333 $ - $ 911,156 $ 6,315,489
Liabilities:
Securities sold short $ 55,399 $ - $ - $ 55,399
The following is a reconciliation of the Fund's investments that were valued
using Level 3 inputs for the period:
INVESTMENT IN
SECURITIES
--------------------------------------------------------------------------------
Balance, December 31, 2007 $ 799,385
Net purchases (sales) 456,823
Change in unrealized appreciation (depreciation) 81,897
Realized gain (loss) -
Transfers in and / or out of Level 3 (426,949)
--------
Balance, September 30, 2008 $ 911,156
=========
COST FOR FEDERAL INCOME TAX PURPOSES
The cost of investments for federal income tax purposes is $8,949,649 and net
unrealized depreciation is $2,634,160, comprised of aggregate gross unrealized
appreciation and depreciation of $142,090 and $2,776,250, respectively.
ILLIQUID AND RESTRICTED SECURITIES
The Fund owns securities which have a limited trading market and/or certain
restrictions on trading and, therefore, may be illiquid and/or restricted. Such
securities have been valued at fair value in accordance with the procedures
described above. Due to the uncertainty of valuation, these values may differ
from the values that would have been used had a ready market for these
securities existed and these differences could be material. Illiquid and/or
restricted securities owned at September 30, 2008, were as follows:
ACQUISITION
SECURITY DATE COST VALUE
-------------------------------------------------------------------------------------------------------------------------
MagMinerals Holdings Corp. 03/18/08 $ 397,520 $ 258,390
China Silicon Corp. common shares 01/01/08 17,143 11,143
Victoria Resource Corp. warrants expiring 05/07/09 10/17/07 - -
Amerivon Holdings LLC 4% due 05/31/10 09/20/07 412,434 268,082
Amerivon Holdings LLC warrants expiring 05/31/10 09/20/07 - -
China Silicon Corp. Preferred Shares 07/18/07 224,910 146,191
China Silicon Corp. warrants expiring 07/18/10 07/18/07 - -
Q2 Gold Resources Corp. 07/06/07 65 -
Nord Resources Corp. warrants expiring 06/05/12 05/14/07 - -
Etruscan Diamonds Ltd. 02/28/07 320,129 227,350
Farallon Resources Ltd warrants expiring 12/21/08 12/12/06 - -
Safety Intelligence Systems Corp. 09/05/02 225,000 -
------------------------------------
$ 1,597,201 $ 911,156
====================================
Percent of net assets 27.7% 15.8%
====================================
AFFILIATED ISSUER
The term affiliate, as defined under the Act, includes companies in which there
is a direct or indirect (a) ownership of, control of or, voting power over 5% or
more of the outstanding voting shares or (b) control of, or common control
under, another company or persons. Midas Management Corporation and Investor
Service Center, Inc. act as the investment manager and distributor,
respectively, of Midas Dollar Reserves, Inc. and are affiliates of the Fund's
Investment Manager, CEF Advisers, Inc. Transactions with affiliates for the
nine months ended September 30, 2008 were as follows:
NUMBER OF SHARES HELD
---------------------------------------------------
VALUE
DECEMBER GROSS GROSS SEPTEMBER 30, SEPTEMBER 30, DIVIDEND REALIZED GAINS/
NAME OF ISSUER 31, 2007 ADDITIONS REDUCTIONS 2008 2008 INCOME (LOSSES)
----------------------------------------------------------------------------------------------------------------------------
Midas Dollar Reserves, Inc. - 221,884 221,884 - - $16 $-
ITEM 2. CONTROLS AND PROCEDURES
(a) The registrant's principal executive officer and principal financial
officer have concluded that the registrant's disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act
of 1940, as amended (the "1940 Act")) are effective as of a date within 90
days of the filing date of this report that includes the disclosure
required by this paragraph, based on their evaluation of the disclosure
controls and procedures required by Rule 30a-3(b) under the 1940 Act and
15d-15(b) under the Securities Exchange Act of 1934.
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred
during the registrant's second fiscal quarter of the period covered by the
report that have materially affected, or are likely to materially affect
the registrant's internal control over financial reporting.
ITEM 3. EXHIBITS
(a) Certifications of principal executive and principal financial officers as
required by Rule 30a-2(a) under the Investment Company Act of 1940.
SIGNATURES
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.
FOXBY CORP.
By : /s/ Thomas B. Winmill
------------------------
Thomas B. Winmill, President
Date: October 24, 2008
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/ Thomas B. Winmill
---------------------
Thomas B. Winmill, President
Date: October 24, 2008
By: /s/ Thomas O'Malley
-------------------
Thomas O'Malley, Chief Financial Officer
Date: October 24, 2008
EXHIBIT INDEX
(a) Certifications of principal executive and principal financial officers as
required by Rule 30a-2(a) under the Investment Company Act of 1940.
(EX-99.CERT)