-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EOZaNdoUNCTxla7HGl0pB/7mFdQRv8LMK1oiH90DT/D5FFdLoXDd3dnqYDnYpIfX FQLIey9mHDzp9mRivlwjOw== 0001042910-98-001259.txt : 19990101 0001042910-98-001259.hdr.sgml : 19990101 ACCESSION NUMBER: 0001042910-98-001259 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971130 FILED AS OF DATE: 19981231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALDANE BERNARD ASSOCIATES INC CENTRAL INDEX KEY: 0000801557 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 592720407 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-18097 FILM NUMBER: 98779718 BUSINESS ADDRESS: STREET 1: 192 LEXINGTON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126793360 MAIL ADDRESS: STREET 1: 2600 N MILIARY TRAIL STREET 2: SUITE 270 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: QUANTUM VENTURES GROUP INC DATE OF NAME CHANGE: 19920703 10QSB/A 1 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 November 30, 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 or 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: November 30, 1997 ----------------- Class Outstanding at November 30, 1997 ----- -------------------------------- Common Stock, $.00001 Par Value 1,148,865 shares BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES INDEX
PAGE PART I. FINANCIAL INFORMATION Consolidated Balance Sheets as of November 30, 1997 (Unaudited) and May 31, 1997 3 - 4 Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended November 30, 1997 and 1996 5 Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended November 30, 1997 and 1996 6 - 7 Notes to Consolidated Financial Statements (Unaudited) as of November 30, 1997 8 - 9 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION AND SIGNATURES Signatures 11
-2- BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
NOVEMBER 30, MAY 31, 1997 1997* ---------------- ---------------- (Restated) (Restated) (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 2,033,595 $ 1,698,099 Short-term investments 56,626 55,426 Accounts receivable - net of allowance for doubtful accounts of $360,000 and $290,000, respectively 333,379 419,470 Notes receivable 174,180 149,080 Due from related parties 5,235 11,001 Prepaid expenses and miscellaneous receivables 92,743 60,158 Deferred taxes 174,000 145,000 ---------------- ---------------- Total current assets 2,869,758 2,538,234 ---------------- ---------------- OTHER ASSETS: Licenses - net of accumulated amortization of $1,756,688 and $1,657,917, respectively 765,840 864,611 Equipment, fixtures and leasehold improvements - net of accumulated depreciation of $36,998 and $28,871, respectively 52,311 50,831 Security deposits and other 83,101 79,103 Notes receivable 428,540 451,309 ---------------- ---------------- Total other assets 1,329,792 1,445,854 ---------------- ---------------- TOTAL ASSETS $ 4,199,550 $ 3,984,088 ================ ================ *The balance sheet at May 31, 1997 is derived from the audited consolidated financial statements of that date.
-3- BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY
NOVEMBER 30, MAY 31, 1997 1997* ---------------- ---------------- (Restated) (Restated) (Unaudited) CURRENT LIABILITIES: Current maturities of long-term debt $ 249,943 $ 235,240 Accounts payable 104,118 207,316 Accrued expenses and other current liabilities 64,200 8,147 Income taxes payable 151,633 141,510 ---------------- ---------------- Total current liabilities 569,894 592,213 ---------------- ---------------- OTHER LIABILITIES: Long-term debt 468,266 498,839 Deferred rent payable 13,679 13,679 ---------------- ---------------- 481,945 512,518 Total liabilities 1,051,839 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 916,122 647,768 ---------------- ---------------- 3,654,149 3,385,795 Less: Treasury stock (199,500 and 179,500 shares at cost) 506,438 506,438 ---------------- ---------------- Total stockholders' equity 3,147,711 2,879,357 ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,199,550 $ 3,984,088 ================ ================
*The balance sheet at May 31, 1997 is derived from the audited consolidated financial statements of that date. -4- BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
SIX MONTHS ENDED THREE MONTHS ENDED NOVEMBER 30, NOVEMBER 30, ------------ ------------ 1997 1996 1997 1996 ---- ---- ---- ---- REVENUES: Royalty income $ 1,336,446 $ 1,197,333 $ 632,911 $ 615,158 Consulting income 15,059 - 15,059 - Interest, dividends and other income 85,269 50,492 31,897 26,404 Sub-license income 80,154 89,712 38,433 45,994 ------------ ------------ ---------- ---------- Total revenues 1,516,928 1,337,537 718,300 687,556 ------------ ------------ ---------- ---------- EXPENSES: Payroll and related costs 324,810 188,010 179,421 103,200 Other general and administrative 609,295 507,127 285,905 271,599 Amortization 98,771 98,771 49,386 49,386 Interest 28,898 30,519 14,459 15,260 ------------ ------------ ---------- ---------- Total expenses 1,061,774 824,427 529,171 439,445 ------------ ------------ ---------- ---------- INCOME BEFORE PROVISION FOR INCOME TAXES 455,154 513,110 189,129 248,111 PROVISION FOR INCOME TAXES 186,800 205,000 76,800 99,000 ------------ ------------ ---------- ---------- INCOME FROM CONTINUING OPERATIONS 268,354 308,110 112,329 149,111 DISCONTINUED OPERATIONS: Income from operations of travel agency to be disposed of (net of income taxes of $-0-, $12,000, $-0- and $12,000, respectively) - 17,963 - 28,204 ------------ ------------ ---------- ---------- NET INCOME $ 268,354 $ 326,073 $ 112,329 $ 177,315 ============ ============ ========== ========== NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE: Continuing operations $ .26 $ .30 $ .11 $ .15 Discontinued operations - .02 - .03 ------------ ------------ ---------- ---------- $ .26 $ .32 $ .11 $ .18 ============ ============ ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES 1,044,492 1,014,035 1,044,492 1,005,134 ============ ============ ========== ========== DIVIDENDS NONE NONE NONE NONE ==== ==== ==== ====
-5- BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
SIX MONTHS ENDED NOVEMBER 30, 1997 1996 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 268,354 $ 326,073 (Income) loss from discontinued operations - (17,963) 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 and notes receivable 70,000 80,000 Depreciation 8,127 1,574 Amortization of licenses 98,771 98,771 Interest expense - imputed 20,880 22,521 Interest income - imputed (19,794) (1,350) Deferred income taxes (29,000) (24,000) Changes in assets and liabilities: Accounts receivable 16,091 (77,203) Prepaid expenses (32,585) (5,646) Cash overdraft - (18,044) Accounts payable and other current liabilities (47,145) 89,800 Income taxes payable 10,123 38,500 Net liabilities of discontinued operations - net - (2,231) ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 363,822 510,802 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short-term investments (1,200) (1,140) Increase in security deposits (3,998) - (Increase) decrease in due from related parties 5,766 (32,752) Acquisition of fixed assets (9,607) (5,801) Additions to notes receivable (79,903) (533,507) Payments of notes receivable 97,366 111,051 Net assets of discontinued operations - net - 2,200 ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 8,424 (459,949) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments of debt (36,750) (49,000) Repurchase of common stock - (55,115) ------------ ------------ NET CASH USED IN FINANCING ACTIVITIES (36,750) (104,115) ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS 335,496 (53,262) CASH AND CASH EQUIVALENTS - beginning 1,698,099 1,615,073 ------------ ------------ CASH AND CASH EQUIVALENTS - ending $ 2,033,595 $ 1,561,811 ============ ============
-6- BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited)
SIX MONTHS ENDED NOVEMBER 30, 1997 1996 ------------ ------------ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 28,898 $ 30,519 Income taxes 205,800 210,500
-7- BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOVEMBER 30, 1997 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 November 30, 1997 and the results of operations and cash flows for the six months ended November 30, 1997. The results of operations for the six month period ended November 30, 1997 are not necessarily indicative of the results of operations for the year ending May 31, 1998. NOTE 2 The Company utilizes Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," to record income taxes. The major temporary difference which gives rise to deferred taxes is the allowance for doubtful accounts. NOTE 3 The calculation of earnings per share for the six and three months ended November 30, 1997 and 1996 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. The operations were disposed of in December 1996. The operating results of the travel agency segment for the six and three months ended November 30, 1996 are shown separately in the accompanying consolidated income statement. Revenues of the travel agency segment, net of direct expenses, amounted to $67,027 and $64,189 for the six and three months ended November 30, 1996, respectively, and are not included in consolidated revenues. -8- BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOVEMBER 30, 1997 NOTE 5 Haldane hired a financial advisory company and attorneys to evaluate the possibility of going private. 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 approximately 205,000 shares or $615,000. 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. -9- BERNARD HALDANE ASSOCIATES, INC. 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 December 31, 1998 ___________________________ DATED:_________________ JEROLD WEINGER, president/ treasurer/director Jeffrey G. Klein December 31, 1998 ___________________________ DATED:_________________ Jeffrey G. Klein, secretary/ director -10- EX-27 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S BALANCE SHEET AS OF NOVEMBER 30, 1997 AND UNAUDITED STATEMENT OF OPERATIONS FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 6-MOS May-31-1998 Jun-01-1997 Nov-30-1997 2,033,595 0 693,379 360,000 0 2,869,758 89,309 36,998 4,199,550 569,894 0 12 0 0 3,147,699 4,199,550 0 1,516,928 0 0 1,032,876 0 28,898 455,154 186,800 268,354 0 0 0 268,354 0.26 0.26
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