<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended July 31, 1998 Commission file number 0-5653
-------------- --------
BALA CYNWYD CORPORATION
--------------------------------------------------------------------------------
NEW JERSEY 22-1436237
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 CITY AVENUE BALA CYNWYD, PA 19004
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-667-8225
------------
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes No X
------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the close of the period covered by this report.
Class: COMMON, PAR VALUE $.05 PER SHARE
--------------------------------
OUTSTANDING at July 31, 1998 1,021,314
<PAGE>
BALA CYNWYD CORPORATION
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 31, 1998
--------------------------------------------------------------------------------
INDEX
Part I - Financial Information (unaudited):
Condensed balance sheet as of
July 31,1998 and January 31,1998 2
Condensed statement of operations
for the three-month and six-month periods ended
July 31, 1998 and 1997 3
Condensed statement of cash flows
for the six-month periods ended
July 31, 1998 and 1997 4
Notes to condensed financial statements 5
Report of independent accountants 6
Management's discussion and analysis of the
financial condition and results of operations 7
Part II - Other Information
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports of Form 8-K 8
Signature 9
-1-
<PAGE>
BALA CYNWYD CORPORATION
CONDENSED BALANCE SHEET
(unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JULY 31, JANUARY 31,
1998 1998
--------- -----------
ASSETS
<S> <C> <C>
Cash and cash equivalents $468,139 $467,350
Receivables, litigation 1,294 1,294
Due from shareholder 11,768 11,768
-------- --------
$481,201 $480,412
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Due to affiliates $ 3,648 $ 3,436
Accrued expenses 13,400 16,250
Income taxes payable 5,624 9,892
-------- ---------
22,672 29,578
-------- ---------
Shareholders' equity:
Preferred stock, cumulative convertible, $.05 par
value; 500,000 shares authorized, 2,600
shares issued 130 130
Common stock, $.05 par value; 2,000,000 shares
authorized, 1,054,419 shares issued 52,721 52,721
Additional paid-in capital 462,327 462,327
Accumulated deficit (37,083) (44,778)
-------- --------
478,095 470,400
Less treasury stock, at cost:
Preferred stock (2,600 shares) ( 5,000) ( 5,000)
Common stock (33,105 shares) (14,566) (14,566)
-------- --------
Net shareholders' equity 458,529 450,834
-------- --------
$481,201 $480,412
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
-2-
<PAGE>
BALA CYNWYD CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31, JULY 31,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue, interest income $ 5,375 $ 5,354 $10,749 $ 10,418
General and administrative expenses 1,448 818 2,304 2,394
--------- --------- --------- ----------
Income before provision
for income taxes 3,927 4,536 8,445 8,024
Provision for personal holding
company income taxes 375 1,194 750 2,388
--------- --------- --------- ----------
Net income $ 3,552 $ 3,342 $ 7,695 $ 5,636
========= ========= ========= =========
Net income per share,
basic and diluted $ - $ - $.01 $.01
===== ==== ==== ====
Weighted average number of
outstanding shares for basic
and diluted 1,021,314 1,021,314 1,021,314 1,021,314
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed financial statements.
-3-
<PAGE>
BALA CYNWYD CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 31,
1998 1997
-------- --------
INCREASE (DECREASE) IN CASH
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,695 $ 5,636
Adjustments to reconcile net income to net
cash provided by operating activities:
Decrease in operating assets:
Receivables - 15,480
Increase (decrease) in operating liabilities:
Accrued expenses (2,850) -
Income taxes payable (4,268) 2,388
-------- --------
Net cash provided by operating activities 577 23,504
-------- --------
Cash flows from investing activities:
Advances to/from shareholder, net 212 ( 3,428)
-------- --------
Net cash provided by (used in) investing activities 212 ( 3,428)
-------- --------
Net increase in cash and cash equivalents 789 20,076
Cash and cash equivalents at beginning of period 467,350 444,201
-------- --------
Cash and cash equivalents at end of period $468,139 $464,277
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
-4-
<PAGE>
BALA CYNWYD CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
--------------------------------------------------------------------------------
1. In the opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments necessary to present fairly
the financial position as of July 31, 1998 and the results of operations
for the three-month and six-month periods ended July 31, 1998 and 1997 and
cash flows for the six-month periods ended July 31, 1998 and 1997. The
results of operations for the six-month period ended July 31, 1998 are not
necessarily indicative of the results to be expected for the full year.
2. Margolis & Company P.C., the Company's auditors, has performed a limited
review of the financial information included herein. Their report on such
review accompanies this filing.
-5-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Bala Cynwyd Corporation
Bala Cynwyd, PA
We have reviewed the accompanying condensed balance sheet of Bala Cynwyd
Corporation as of July 31, 1998 and the related condensed statements of
operations for the three-month and six- month periods ended July 31, 1998 and
1997 and cash flows for the six-month periods ended July 31, 1998 and 1997.
These financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of January 31, 1998 and the related statements
of operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated January 11, 2000, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of January
31, 1998 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
Certified Public Accountants
Bala Cynwyd, Pennsylvania
June 27, 2000
-6-
<PAGE>
BALA CYNWYD CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(unaudited)
--------------------------------------------------------------------------------
Nature of Business
------------------
The Company presently conducts no business, but is searching for appropriate
investment and acquisition opportunities. Its only income consists of interest
from investment income.
Results of Operations
---------------------
During the six months ended July 31, 1998, the Company earned interest of
$10,749 as compared to $10,418 of interest earned in the six months ended July
31, 1997, an increase of $331. During the six months ended July 31, 1998, the
Company incurred general and administrative expenses of $2,304, a decrease of
$90 as compared with the six months ended July 31, 1997 expenses of $2,394.
Liquidity and Capital Resources
-------------------------------
During the six months ended July 31, 1998, the Company satisfied its working
capital needs from cash on hand at the beginning of the year and cash generated
from interest income during the period. As of July 31, 1998, the Company had
working capital of $458,529. This working capital is expected to provide the
Company with sufficient capital while it seeks a merger, acquisition or other
arrangement by and between the Company and a viable operating entity, although
there is no assurance that this will occur.
-7-
<PAGE>
BALA CYNWYD CORPORATION
Part II - Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports of Form 8-K
None
-8-
<PAGE>
BALA CYNWYD CORPORATION
SIGNATURE
--------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BALA CYNWYD CORPORATION
/s/Albert M. Zlotnick
----------------------------------
Albert M. Zlotnick, President and
Chief Executive Officer
Date: August 25, 2000
-9-
<PAGE>
BALA CYNWYD CORPORATION
APPENDIX A TO ITEM 601(c) OF REGULATION S-B
--------------------------------------------------------------------------------
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BALA CYNWYD CORPORATION AS OF AND FOR THE SIX MONTHS
ENDED JULY 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
ITEM NUMBER AMOUNT ITEM DESCRIPTION
----------- ------ ----------------
5-02(1) $ 468,139 Cash and cash items
5-02(2) 0 Marketable securities
5-02(3)(a)(1) 0 Notes and accounts receivable, trade
5-02(4) 0 Allowances for doubtful accounts
5-02(6) 0 Inventories
5-02(9) 481,201 Total current assets
5-02(13) 0 Property, plant and equipment
5-02(14) 0 Accumulated depreciation
5-02(18) 481,201 Total assets
5-02(21) 22,672 Total current liabilities
5-02(22) 0 Bonds, mortgages and similar debt
5-02(28) 0 Preferred stock, mandatory redemption
5-02(29) 130 Preferred stock, no mandatory redemption
5-02(30) 52,721 Common stock
5-02(31) 405,678 Other shareholders' equity
5-02(32) 481,201 Total liabilities and shareholders' equity
5-03(b)1(a) 0 Net sales of tangible products
5-03(b)1 10,749 Total revenues
5-03(b)2(a) 0 Cost of tangible goods sold
5-03(b)2 0 Total costs and expenses applicable to
sales and revenues
5-03(b)3 2,304 Other costs and expenses
5-03(b)5 0 Provision for doubtful accounts and notes
5-03(b)(8) 0 Interest and amortization of debt discount
5-03(b)(10) 8,445 Income before taxes and other items
5-03(b)(11) 750 Income tax expense
5-03(b)(14) 7,695 Income from continuing operations
5-03(b)(15) 0 Discontinued operations
5-03(b)(17) 0 Extraordinary items
5-03(b)(18) 0 Cumulative effect, changes in
accounting principles
5-03(b)(19) 7,695 Net income
5-03(b)(20) .01 Earnings per share, basic
5-03(b)(20) .01 Earnings per share, diluted
