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Previous: TOCQUEVILLE TRUST, NSAR-B, 1998-12-31 |
Next: HALDANE BERNARD ASSOCIATES INC, 10QSB/A, 1998-12-31 |
Securities and Exchange Commission
Washington D.C. 20549
Form 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 1997
---------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________________to____________________
Commission file number 000-18097
----------------------------------------------------
BERNARD HALDANE ASSOCIATES, INC.
--------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 59-2720407
------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
192 Lexington Avenue, 15th Floor, New York, New York 10016
----------------------------------------------------------
(address of principal executive offices)
(212) 679-3360
--------------
(Issuer's telephone number)
Not Applicable
--------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months, (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: August 31, 1997
---------------
Class Outstanding at August 31, 1997
----- ------------------------------
Common Stock, $.00001 Par Value 1,148,865 shares
<PAGE>
BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
<S> <C>
PAGE
----
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets
as of August 31, 1997 (Unaudited)
and May 31, 1997 3 - 4
Consolidated Statements of Income
for the Three Months Ended
August 31, 1997 and 1996 (Unaudited) 5
Consolidated Statements of Cash Flows
for the Three Months Ended
August 31, 1997 and 1996 (Unaudited) 6
Notes to Consolidated Financial Statements
as of August 31, 1997 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. OTHER INFORMATION AND SIGNATURES
Signatures 9
</TABLE>
-2-
<PAGE>
BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
AUGUST 31, MAY 31,
1997 1997*
--------------- ---------------
(Restated) (Restated)
(Unaudited)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 1,672,846 $ 1,698,099
Short-term investments 56,026 55,426
Accounts receivable - net of allowance for
doubtful accounts of $330,000 and $290,000, respectively 421,637 419,470
Notes receivable 195,409 149,080
Due from related parties 52,544 11,001
Prepaid expenses and miscellaneous receivables 66,597 60,158
Deferred taxes 162,000 145,000
--------------- ---------------
Total current assets 2,627,059 2,538,234
--------------- ---------------
OTHER ASSETS:
Licenses - net of accumulated amortization of
$1,707,302 and $1,657,917, respectively 815,226 864,611
Equipment, fixtures and leasehold improvements -
net of accumulated depreciation of $32,789
and $28,871, respectively 51,626 50,831
Security deposits and other 79,103 79,103
Notes receivable 434,167 451,309
--------------- ---------------
Total other assets 1,380,122 1,445,854
--------------- ---------------
TOTAL ASSETS $ 4,007,181 $ 3,984,088
=============== ===============
</TABLE>
*The consolidated balance sheet at May 31, 1997 is derived from the audited
financial statements of that date.
-3-
<PAGE>
BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
AUGUST 31, MAY 31,
1997 1997*
--------------- ---------------
(Restated) (Restated)
(Unaudited)
CURRENT LIABILITIES:
<S> <C> <C>
Current maturities of long-term debt $ 248,016 $ 235,240
Accounts payable 117,355 207,316
Accrued expenses and other current liabilities 23,513 8,147
Income taxes payable 87,433 141,510
--------------- ---------------
Total current liabilities 476,317 592,213
--------------- ---------------
OTHER LIABILITIES:
Long-term debt 481,803 498,839
Deferred rent payable 13,679 13,679
--------------- ---------------
495,482 512,518
Total liabilities 971,799 1,104,731
--------------- ---------------
STOCKHOLDERS' EQUITY:
Common stock ($.00001 par value; 950,000,000
shares authorized, 1,148,865 shares issued
and outstanding) 12 12
Additional paid-in capital 2,738,015 2,738,015
Retained earnings 803,793 647,768
--------------- ---------------
3,541,820 3,385,795
Less: Treasury stock (199,500 shares at cost) 506,438 506,438
--------------- ---------------
Total stockholders' equity 3,035,382 2,879,357
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,007,181 $ 3,984,088
=============== ===============
</TABLE>
*The consolidated balance sheet at May 31, 1997 is derived from the audited
financial statements of that date.
-4-
<PAGE>
BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED AUGUST 31,
----------------
1997 1996
------------ -----------
REVENUES:
<S> <C> <C>
Royalty income $ 703,535 $ 582,175
Interest, dividends and other income 53,372 24,088
Sub-license income 41,721 43,718
------------ -----------
Total revenues 798,628 649,981
------------ -----------
EXPENSES:
Payroll and related costs 145,389 84,810
Other general and administrative 323,390 235,528
Amortization 49,385 49,385
Interest 14,439 15,259
------------ -----------
Total expenses 532,603 384,982
------------ -----------
INCOME BEFORE PROVISION FOR INCOME TAXES 266,025 264,999
PROVISION FOR INCOME TAXES 110,000 106,000
------------ -----------
INCOME FROM CONTINUING OPERATIONS 156,025 158,999
DISCONTINUED OPERATIONS:
Loss from operations of travel agency to be disposed of - 10,241
------------ -----------
NET INCOME $ 156,025 $ 148,758
============ ===========
NET EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE:
Continuing operations $ .15 $ .16
Discontinued operations - (.01)
------------ -----------
$ .15 $ .15
============ ===========
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES 1,054,365 1,022,222
============ ===========
DIVIDENDS None None
==== ====
</TABLE>
-5-
<PAGE>
BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED AUGUST 31,
----------------
1997 1996
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 156,025 $ 148,758
Loss from discontinued operations - 10,241
Adjustments to reconcile net income to net cash provided by operating
activities:
Expenses (income) not requiring the use of cash:
Provision for losses on accounts receivable 40,000 30,000
Depreciation 3,918 537
Amortization of licenses 49,385 49,385
Interest expense - imputed 10,440 11,261
Interest income - imputed (5,038) (550)
Deferred income taxes (17,000) (12,000)
Changes in assets and liabilities:
Accounts receivable (42,167) 7,798
Prepaid expenses (6,439) (5,447)
Cash overdraft - (18,044)
Accounts payable and other current liabilities (74,595) 34,108
Income taxes payable (54,077) 25,000
Net assets of discontinued operations - 185,697
------------ -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 60,452 466,744
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments (600) (570)
Decrease in due from related parties (41,543) (67,596)
Acquisition of fixed assets (4,713) -
Addition to notes receivable (65,472) (17,718)
Payments of notes receivable 41,323 8,666
------------ -----------
NET CASH USED IN INVESTING ACTIVITIES (71,005) (77,218)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt (14,700) (28,000)
Repurchase of common stock - (55,115)
------------ -----------
NET CASH USED IN FINANCING ACTIVITIES (14,700) (83,115)
------------ -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS (25,253) 306,411
CASH AND CASH EQUIVALENTS - beginning 1,698,099 1,615,073
------------ -----------
CASH AND CASH EQUIVALENTS - ending
(includes cash of discontinued operations of
$-0- and $249,654, respectively) $1,672,846 $1,921,484
============ ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 14,439 $ 15,260
Income taxes 176,500 101,000
</TABLE>
-6-
<PAGE>
BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1997
(UNAUDITED)
The accompanying interim consolidated financial statements are unaudited and
include the accounts of Bernard Haldane Associates, Inc. ("Haldane") and its
subsidiaries.
NOTE 1
In the opinion of management, the accompanying interim consolidated
financial statements contain all material and significant adjusting and
eliminating entries consisting only of normal recurring adjustments and
eliminations necessary to present fairly the financial condition as of
August 31, 1997 and the results of operations and cash flows for the three
months ended August 31, 1997. The results of operations for the three month
period ended August 31, 1997 are not necessarily indicative of the results
of operations for the year ended May 31, 1998.
NOTE 2
The Company utilizes Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," to record income taxes.
The component of the deferred tax asset is the allowance for doubtful
accounts.
NOTE 3
For the three months ended August 31, the calculation of net earnings per
share is based on the modified treasury stock method.
NOTE 4
On May 31, 1996, the Company adopted a plan to terminate its travel agency
operations which ceased in February 1997. The operating results of the
travel agency segment for the three months ended August 31, 1996 are shown
separately in the accompanying consolidated income statement. Net revenues
of the travel agency segment for the three months ended August 31, 1996
amounted to $2,838, and are not included in consolidated revenues.
NOTE 5
Haldane has hired a financial advisory company and attorneys to evaluate
the possibility of going private in the future. Haldane's president and the
former president's spouse have offered to purchase the shares of common
stock owned by the public investors at $3 per share, which is the valuation
made by the financial advisory company in its fairness opinion. The
estimated number of shares to be purchased is less than 300,000 shares or
$900,000.
NOTE 6
Additional paid-in capital and retained earnings at May 31, 1996 have been
adjusted to record the cumulative equity of minority interests in losses
for the period 1989 through February 1995, not previously recorded. On
February 2, 1995 such interests were purchased through the issuance of
75,000 shares of common stock. The error had no effect on net income for
years subsequent to May 31, 1995.
-7-
<PAGE>
SIGNATURES
----------
PURSUANT TO THE REQUIREMENTS OF SECTION 13 or 15(d) OF THE SECURITIES
ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THIS REGISTRANT IN THE CAPACITIES INDICATED.
BERNARD HALDANE ASSOCIATES, INC.
(Registrant)
/s/ Jerold Weinger
By: _______________________
JEROLD WEINGER
PRESIDENT/TREASURER
December 31, 1998
DATED:__________________
PURSUANT TO THE REQUIREMENTS OF SECTION 13 or 15(d) OF THE SECURITIES
ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THIS REGISTRANT IN THE CAPACITIES INDICATED.
BERNARD HALDANE ASSOCIATES, INC.
(Registrant)
/s/ Jerold Weinger
By: ___________________________
JEROLD WEINGER
PRESIDENT/TREASURER/DIRECTOR
December 31, 1998
DATED:__________________
/s/ Jeffrey Klein
___________________________
JEFFREY G. KLEIN
SECRETARY/DIRECTOR
December 31, 1998
DATED:__________________
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S UNAUDITED BALANCE SHEET AS OF AUGUST 31, 1997 AND UNAUDITED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUN-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 1,672,846
<SECURITIES> 0
<RECEIVABLES> 551,637
<ALLOWANCES> 330,000
<INVENTORY> 0
<CURRENT-ASSETS> 2,627,059
<PP&E> 84,415
<DEPRECIATION> 32,789
<TOTAL-ASSETS> 4,007,181
<CURRENT-LIABILITIES> 476,317
<BONDS> 0
0
0
<COMMON> 12
<OTHER-SE> 3,035,370
<TOTAL-LIABILITY-AND-EQUITY> 4,007,181
<SALES> 0
<TOTAL-REVENUES> 798,628
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 518,164
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,439
<INCOME-PRETAX> 266,025
<INCOME-TAX> 110,000
<INCOME-CONTINUING> 156,025
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 156,025
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
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