SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDED FORM 10K-SB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file
May 31, 1998 number
000-18097
BERNARD HALDANE ASSOCIATES, INC.
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(Exact name of Registrant as specified in its charter)
QUANTUM VENTURES GROUP, INC.
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(Former name of Registrant)
Florida 59-2720407
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
192 Lexington Avenue, 15th Floor, New York, New York 10016
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(Address of Principal Executive Offices)
444 Park Avenue South, Suite 503, New York, New York 10016
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(Former address of principal executive offices)
Registrant's telephone number: (212) 679-3360
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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COMMON NONE
Securities registered pursuant to Section 12(g) of the Act.
COMMON
(Title of Class)
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Indicate by check mark whether the Registrant (i) 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 (or for such shorter period that the Registrant was
required to file such reports), and (ii) has been subject to such filing
requirements for the past 90 days.
YES X NO
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The aggregate market value of the voting stock held by nonaffiliates of
the Registrant is approximately $530,631* (as of July 27, 1998.)
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES NO N/A X
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(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
FILL IN BELOW
Indicate the number of shares outstanding of each of this Registrant's
classes of common stock, as of the latest practical date: 1,148,865 shares of
common stock issued and outstanding as of May 31, 1998. (Includes 199,500
treasury shares.)
DOCUMENTS INCORPORATED BY REFERENCE
Company's Registration Statement filed on Form S-18, File No.
000-18097.
Annual Report on Form 10-K for the year ended May 31, 1993.
Annual Report on Form 10-K for the year ended May 31, 1989.
*Based upon the closing bid price of $2.4375 on July 28, 1998 as
reported by NASDAQ.
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Item 7. Management's Discussion and Analysis of Financial
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Condition and Results of Operations
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While the Company remains profitable, generating approximately $275,000
in pre-tax earnings, royalty revenues from licensee offices declined from
$2,480,866 to $2,411,659, the first decline in royalty revenues since the
Company acquired the rights to the Bernard Haldane license. This represents a
decline of approximately 3% in gross royalties. Management does not believe this
decline to represent the start of a trend. During this past year a licensee
operating six offices in Texas and California breached the sublicensee agreement
by failing to pay required royalties. Rather than comply with the terms and
conditions of the sublicense agreement, the sublicensee unilaterally terminated
the agreement. The Company has initiated legal proceedings and seeks
compensatory and punitive damages. In addition, the Company intends to reopen
offices in these markets vacated by the former licensee. Further limiting
royalty income was the voluntary termination of a second sublicense agreement
encompassing four offices.
Further limiting royalty income was the voluntary termination of a
second license agreement encompassing four offices. With clients to service and
no time to interview and investigate prospective purchasers, the Company,
through wholly owned subsidiaries, was required to take over the operations of
these offices. While operating these offices, the Company generated consulting
revenues of approximately $171,000. However, payroll and related costs
associated with the operation of these offices resulted in a significant
operating deficit. During the coming year, management intends to transfer these
offices to existing licensees or other individuals currently within the Haldane
network and to date has transferred one of these offices.
The Company intends to reestablish its presence in Texas. However,
further expansion in the United States will be limited. Haldane offices are
already open in almost every major metropolitan area in the United States and
Canada. While there will likely be additional expansion into smaller
metropolitan areas, the licensing fee and the royalty revenues which can be
generated will likely be significantly less than the typical Haldane office as
the geographical and demographical market for the Haldane services and products
approach a saturation level.
In an effort to increase its revenue base, the Company has
opened two licensed offices in the United Kingdom. Management remains
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optimistic that the Company will be able to expand in the overseas market.
However, logistical constraints, operational concerns and familiarization with
local rules and customs will most likely limit a rapid expansion in Europe.
In an effort to diversify revenues, management identified a new
targeted market and developed a special program for this market, First Career.
First Career provides career management for recently graduated college students.
To date, First Career has incurred losses in excess of $500,000 and there can be
no assurance that management will be able to reverse this trend and market the
program effectively and profitably.
Last year, the Company's Board of Directors received an offer
from Mr. Weinger, Mrs. Weinger, the wife of Mr. Weinger, and Mrs.
Nadel, the wife of the Company's former president, to purchase the
shares of stock owned by the outside investors at a cost of $2.75
per share. In conjunction therewith, the Board of Directors
determined that it would be in the best interests of the company and
the outside shareholders to name two independent directors to the
Company's Board of Directors to consider and vote upon the fairness
of the offer. On April 25, 1997, Jeffrey Schachter and Gregg Weiss
were elected to the Board of Directors. In order for the Board to
determine the fairness of the offer, Laidlaw & Co. was retained to
render a fairness opinion in connection with the proposed "going
private" transaction. On August 11, 1997 Laidlaw & Co. opined that
from a financial point of view , it is their opinion that the public
shareholders would be entitled to receive the sum of $3.00 per
share. After reviewing the fairness opinion, Mr. and Mrs. Weinger
and Mrs. Nadel increased their offer to purchase the shares of
common stock owned by the public investors to $3.00 per share.
Subsequent thereto, the Board of Directors met and voted to accept
the offer made by Mrs. Nadel and Mr. and Mrs. Weinger. The offer
will be submitted to a vote of the shareholders.
Mr. and Mrs. Weinger and Mrs. Nadel (the "Weinger-Nadel Group") formed
Bernard Haldane Acquisition Corp., a Florida corporation ("NEWCO") for the
purpose of merging with and/or combining with the Company. The Weinger-Nadel
Group will contribute 731,670 of their shares of Common Stock in the Company to
NEWCO in exchange for securities of NEWCO. The Weinger-Nadel Groups's proposal
is to be submitted to the vote of the Company's stockholders and will be subject
to their approval. However, members of the Weinger-Nadel Group have, and
therefore, NEWCO, will have a sufficient number of votes to carry stockholder
approval of the proposal. It is anticipated that if such merger or combination
is approved, all stockholders (other than member s of the Weinger-Nadel Group),
will be entitled to receive $3.00 per share for their shares of the Company's
Common Stock or such amount as if found appropriate in
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court assessing their rights under Florida law. In furtherance of the
consummation of this transaction, the Company has filed a Preliminary Schedule
14A and Schedule 13E-3 with the Securities and Exchange Commission (the
"Commission"). The Company has responded to comments submitted by the Commission
and anticipates disseminating a proxy statement to all stockholders of record
detailing the proposal, the reasons for same and described stockholder rights.
LIQUIDITY CAPITAL RESOURCES
As of May 31, 1998 the Company had $2,528,263 in current assets as
compared to $2,538,234 on May 31, 1997.
Accounts receivable for 1998 total $315,436 as compared to $419,470 in
1997. Notes receivable declined from $600,389 to $537,970. This decline in both
accounts receivable and notes receivable is attributable to increased collection
efforts on the part of the Company. The Company has also recorded prepaid
expenses and other miscellaneous receivables of $185,957 as compared to $60,158
for the prior year.
Total assets declined from $3,984,088 to $3,928,198. This decline can be
attributable to the amortized cost of the Haldane license and does not reflect
an overall decline in the fair market value of the Company's assets.
Accounts payable declined from $207,316 to $127,314, a decline of
approximately 39% and total current liabilities declined from $592,213 to
$264,199, a decline of more than 55%.
Long term debt has increased from $498,839 to $599,135.
For 1998, cash flow from operating activities totaled $439,613 as
compared to $750,972 in 1997 and $746,509 in 1996.
The Company believes that its current cash position and working capital
are sufficient to meet its operational requirements for the coming year. Royalty
revenues from licensee offices and the sale of territorial rights to the Bernard
Haldane offices are expected to be sufficient to meet the Company's ongoing
operational expenses. Management does not anticipate the need for any
significant capital expenditures in the coming year which would require any
third party financing. Nor does the Company believe that there is any material
risk of any sublicensee seeking rescission pursuant to any technical violations
of state franchising statutes.
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RESULTS OF OPERATION
The Company reported income from continuing operations before income
taxes of $275,605 on revenues of $2,888,734, and net after tax income of
$162,070. This compares to a net after tax income of $461,092 on revenues of
$2,747,795 for the fiscal year ended May 31, 1997 and net after tax income of
$533,440 on revenues of $2,344,439 for 1996. Royalty income from Haldane offices
decreased from $2,480,866 in 1997, to $2,411,659 in 1998. This decline of almost
3% in royalty revenue is primarily attributable to the departure of two
licensees from the organization. The Company took over the operation of four of
the Haldane offices (one of which has since been sold) and hopes to open new
offices in those territories where the licensee breached the sublicensing
agreement and abandoned the organization. The Company in 1998 reported $208,694
in consulting income after showing only nominal income in 1997 and no income at
all in 1996. Approximately $63,000 of this revenue is attributable to the
operations of First Career and the balance is attributable to revenues earned
from the operation of Haldane offices in those markets where the license was
terminated by Haldane.
Payroll and related costs continue to increase; rising from $362,554 to
$453,573 to $773,945. This increase can be primarily attributable to increased
costs and expenses associated with the operations, management and oversight of
the Haldane operations in those cities where the Company assumed operations of
the Haldane office as well as costs associated with the operation of First
Career.
Advertising expenditures increased from $78,544 to $144,699. This
increase in advertising expense is due primarily to costs incurred by both the
company owned Haldane offices and First Career.
Income before taxes was $275,605 as compared to $752,318 in 1997 and
$841,768 in 1996. Net income after taxes continues to decline, falling from
$533,440 in 1996 to $461,092 in 1997 and $162,070 in 1998. Management attributes
this significant decline in net income to the fact that the Company was not able
to recognize royalty revenues from the operation of the Haldane offices in six
cities located throughout the Southwest and the fact that the Company was forced
to operate four offices when the owner defaulted under the sublicensing
agreement and left the organization. Management hopes to open new licensed
offices throughout the
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Southwest and transfer ownership of the Company owned offices to an existing
licensee(s).
The Company anticipates increases in royalty payments in the coming
year as the existing Haldane offices generate marginal increases in revenues.
However, it is unlikely that the Company will be able to maintain its prior
growth rate as fewer new markets become available and competition in existing
markets becomes increasingly difficult.
Management remains disappointed with the results of launch of First
Career. While the focus and pricing of the program have been modified, there can
be no assurances that the Company will continue to fund and operate First
Career.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BERNARD HALDANE ASSOCIATES, INC.
By:/s/ JEROLD WEINGER
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JEROLD WEINGER
PRESIDENT/TREASURER
DATED: September 17, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has ben signed below on those dates by the following persons on
behalf of this Registrant in the capacities indicate.
By:/s/ JEROLD WEINGER
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JEROLD WEINGER
PRESIDENT/TREASURER/DIRECTOR
DATED:
/s/ JEFFREY G. KLEIN
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JEFFREY G. KLEIN
SECRETARY/DIRECTOR
DATED: September 17, 1998
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