SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended Commission File January 31, 1996 No. 0-5653 BALA CYNWYD CORPORATION _________________________________________________________________ (Exact name of registrant as specified in its charter) New Jersey 22-1436237 _________________________________ ______________________________ (State or other jurisdiction of (IRS Employer Identification incorporation or organization) No.) 301 City Avenue Bala Cynwyd, Pennsylvania 19004 _________________________________ __________ (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (610) 667-8225 _______________ Securities registered pursuant to Section 12(g) of the Act: Common Stock - $.05 par value ______________________________ (Title of class) 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 (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 ____ _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ____ The aggregate market value of the voting stock held by non-affiliates of the registrant, computed on the basis of the average bid price of such stock as of September 16, 1991, the last date on which price information was available from the National Quotation Bureau, Inc., was $116,728. As of April 24, 1996, 1,021,314 shares of the registrant's common stock were outstanding. PART I ________ Item 1. Business. Until November 1, 1982, Bala Cynwyd Corporation, under its former name, ITI Electronics, Inc. (the "Company") was engaged primarily as a designer and manufacturer of electrical equipment for the communications industry. On April 7, 1983, the Company sold its business, its name and all of its operating assets for the aggregate price of $592,600. The entire consideration (subject to adjustments) was paid in cash at settlement. In accordance with the terms of the purchase agreement, the buyer assumed all warranties and returns on past sales. At the present time the Company has no employees. On April 21, 1983, a Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State of New Jersey changing the corporate name of the Company to Bala Cynwyd Corporation. Item 2. Properties. At the present time, the Company shares space at 301 City Avenue, Bala Cynwyd, Pennsylvania 19004, with Davic Financial Services, a sole proprietorship of Albert M. Zlotnick, president of the Company. Item 3. Legal Proceedings. On September 1, 1992, Antiquities of Nevada, Inc. defaulted on its obligations to the Company under the loan documents, and on September 14, 1992, Antiquities filed a Chapter 11 bankruptcy proceeding in the United States Bankruptcy Court for the District of Nevada. On February 24, 1993, the Court confirmed the amended Antiquities Plan of Reorganization, which provides, inter alia, for a monthly repayment schedule of principal and interest owed to the Company over a period of 22 months through November 30, 1994. Antiquities has completed its payments to the Company. See Note 2 to Financial Statements. Item 4. Submission of Matters to Vote of Security Holders. None. PART II ________ Item 5. Market for Registrant's Common Stock and Related Security Holder Matters. (a) Price Range of Common Stock. Due to the infrequent and limited number of shares of common stock traded, the common stock has been unpriced during the last two fiscal years. The last available market price data for the common stock was on September 16, 1991 as follows: high bid: 1/4; low bid: 1/4, as reported by the National Quotation Bureau, Inc. Such quotations represent prices in the over-the-counter market between dealers in securities, and do not include retail mark-up, mark-down or commission, and do not necessarily represent actual transactions, and cannot be considered indicative of any reliable market value for the common stock. (b) Approximate Number of Security Holders. Number of Record Holders Title of Class (as of April 24, 1996) _______________ __________________________ Common Stock 650 $.05 Par Value (c) Dividends. The Company did not pay a cash dividend on its common stock during its last two fiscal years. The payment of any future dividends is within the discretion of the Company's Board of Directors and will depend, among other things, on the Company's earnings and capital requirements. At the present time the Company does not anticipate the payment of any cash dividends in fiscal 1996. Item 6. Selected Financial Data. The following selected financial data for the years ended January 31, 1992 and 1993 have been derived from financial statements audited by Simonson, Lipschutz & Fogel P.C., the Company's former independent certified public accountants. The following selected financial data for the years ended January 31, 1994, 1995 and 1996 have been derived from financial statements audited by BDO Seidman, LLP, the Company's current independent certified public accountants. The audited financial statements at January 31, 1995 and 1996 and for the years then ended with the report thereon of BDO Seidman, LLP are included elsewhere herein and should be read in conjunction with these data. BALA CYNWYD CORPORATION SUMMARY OF SELECTED FINANCIAL DATA YEARS ENDED JANUARY 31, 1992 TO 1996 1996 1995 1994 1993 1992 ______ ______ ______ ______ ______ Results of operations Income $38,402 $30,404 $39,084 $44,616 $38,454 Net income (loss) 16,314 (50,899) (5,142) (56,726) (296) Dividends paid on common stock 0 0 0 0 0 Per share of common stock: Income (loss) .02 (.05) (.01) (.06) 0 Weighted average number of common shares outstanding 1,021,314 1,021,314 1,021,314 1,021,314 1,021,314 Financial position: Total assets $458,788 $442,645 $534,893 $558,268 $544,425 Shareholders' equity 436,046 419,732 470,631 475,773 532,499 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. The Company has shown an increase in income of $8,098 in fiscal 1995 compared with the prior year due to higher yields on its investments and repayment of a loan by Antiquities. See Note 2 to Financial Statements. An increase in general and administrative expenses of $10,775 in fiscal 1995 from the prior year was primarily due to an increase in management fee expense, offset by the recovery of a $31,990 reserve for any potentially uncollectible reimbursements in connection with the loan to Antiquities, resulted in net income of $16,314 for fiscal 1995 compared with a net loss of $50,899 for the prior year. During fiscal 1994, the Company reported a decrease in income before taxes and an increase of $45,757 in net loss compared to the prior year due to lower yields on its investments and the provision of an allowance in the amount of $38,000 for any potentially uncollectible reimbursements in connection with the loan to Antiquities. The Company presently conducts no business. Its only income consists of interest from notes receivable. Effects of Inflation. ____________________ Inflation does not affect the Company except to the extent that it may affect the yields on its investments. Item 8. Financial Statements and Supplementary Data. Report of Independent Certified Public Accountants Board of Directors Bala Cynwyd Corporation Bala Cynwyd, Pennsylvania We have audited the accompanying balance sheets of Bala Cynwyd Corporation as of January 31, 1996 and 1995, and the related statements of operations and retained earnings (deficit) and cash flows for the years then ended. We have also audited Schedule II included under Item 14. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bala Cynwyd Corporation as of January 31, 1996 and 1995, and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles. Also, in our opinion, Schedule II presents fairly, in all material respects, the information set forth therein. /s/ BDO SEIDMAN, LLP __________________________ BDO SEIDMAN, LLP April 22, 1996 BALA CYNWYD CORPORATION BALANCE SHEETS January 31, 1996 1995 ________________________________ __________ __________ Assets Cash and cash equivalents $ 1,681 $ 21,508 Receivables Litigation settlement, net of allowance for losses of $88,000 in 1995 (Note 2) -- 66,010 Other 4,920 4,416 Due from officer/stockholder (Notes 3 and 7) 451,005 349,529 Prepaid and refundable income taxes 1,182 1,182 __________ __________ $ 458,788 $ 442,645 Liabilities and Stockholders' Equity Liabilities Due to affiliate (Note 4) $ 3,000 $ 3,000 Accrued expenses 19,742 19,913 __________ __________ 22,742 22,913 Stockholders' equity Preferred stock, cumulative convertible, $.05 par; authorized 500,000 shares, issued 2,600 shares 130 130 Common stock, $.05 par; authorized 2,000,000 shares, issued 1,054,419 shares 52,721 52,721 Additional paid-in capital 462,327 462,327 (Deficit) (59,566) (75,880) __________ __________ 455,612 439,298 Less treasury stock, at cost Preferred (2,600 shares) (5,000) (5,000) Common (33,105 shares) (14,566) (14,566) __________ __________ 436,046 419,732 __________ __________ $ 458,788 $ 442,645 See accompanying notes to financial statements. BALA CYNWYD CORPORATION STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT) Year ended January 31, 1996 1995 1994 _______________________________________________ _________ _________ ________ Revenue, interest income (Note 3) $ 38,402 $ 30,404 $ 39,084 __________ __________ __________ 38,402 30,404 39,084 General and administrative expenses (Note 5) 22,088 43,303 44,226 Provision for unreimbursed expenses (Note 2) -- 38,000 -- __________ __________ __________ 22,088 81,303 44,226 __________ __________ __________ Income (loss) before income taxes 16,314 (50,899) (5,142) Income taxes (Note 6) -- -- -- __________ __________ __________ Net income (loss) 16,314 (50,899) (5,142) (Deficit), at beginning of year (75,880) (24,981) (19,839) __________ __________ __________ (Deficit), at end of year $ (59,566) $ (75,880) $ (24,981) ========== ========== ========== Income (loss) per common share $ .02 $ (.05) $ (.01) ========== ========== ========== Weighted average number of common shares outstanding 1,021,314 1,021,314 1,021,314 See accompanying notes to financial statements. BALA CYNWYD CORPORATION STATEMENTS OF CASH FLOWS Year ended January 31, 1996 1995 1994 __________________________________________________ ________ ________ ________ Cash flows from operating activities Net income (loss) $ 16,314 $ (50,899) $ (5,142) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities Provision (recovery) for losses on receivables (31,990) 38,000 -- Increase (decrease) in Receivables (505) 2,221 (24,263) Prepaid and refundable income taxes -- 35 20 Increase (decrease) in Accrued expenses (170) (41,350) (18,483) Income taxes payable -- -- 250 ________ ________ _________ Net cash (used in) operating activities (16,351) (51,993) (47,618) ________ ________ _________ Cash flows from investing activities Advances to officer/stockholder, net (101,476) (139,263) (41,744) Payments on notes receivable 98,000 166,724 130,000 ________ ________ _________ Net cash (used) provided by investing activities (3,476) 27,461 88,256 ________ ________ _________ Net (decrease) increase in cash and cash equivalents (19,827) (24,532) 40,638 Cash and cash equivalents, at beginning of year 21,508 46,040 5,402 ________ ________ _________ Cash and cash equivalents, at end of year $ 1,681 $ 21,508 $ 46,040 ======== ======== ========= Supplemental disclosure of cash flow information Cash paid during the year for Income taxes $ -- $ 250 $ -- See accompanying notes to financial statements. BALA CYNWYD CORPORATION NOTES TO FINANCIAL STATEMENTS 1. BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company presently conducts no business, but is searching for appropriate investment and acquisition opportunities. Its only income consists of interest from notes receivable. CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturities of three months or less to be cash equivalents. EARNINGS PER SHARE Earnings per share are computed based on the weighted average number of common shares outstanding during each year (1,021,314 shares in 1996, 1995 and 1994). USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. NOTES RECEIVABLE On October 30, 1991, the Company agreed to extend credit facilities up to an initial principal amount of $350,000 to Antiquities of Nevada, Inc. ("Antiquities"), and on January 29, 1992 entered into an amendment increasing the maximum credit availability by $150,000 through June 15, 1992. On May 15, 1992 the loan agreement was amended, whereby the principal amount of $431,724 due as of that date was to be repaid in installments from June to August 1992, with the balance of principal, accrued interest and related costs due on September 1, 1992. The notes bear interest at 10% per annum and are collateralized by all of the assets of Antiquities, along with the guarantees of the stockholders. On September 1, 1992, Antiquities defaulted on its obligations under the loan agreements, and filed for protection under Chapter 11 of the Federal Bankruptcy Code on September 14, 1992. Under court order, Antiquities was required to pay the Company $10,000 per month towards this obligation plus interest of $3,000 per month, pending the filing and confirmation of a plan of reorganization. On February 24, 1993, the plan of reorganization was confirmed by the Court. The plan required monthly payments of principal of $10,000 to July 1993, $15,000 to June, 1994 and $20,000 to November 1994, plus interest payable monthly at 10% per annum. Through July 1993, the principal payments were received. Subsequent to that point in time, monthly principal payments in amounts less than the required amounts were received. As of January 31, 1996, the Company has incurred legal and other costs in excess of $192,000 in connection with exercising its rights under the notes, which pursuant to the loan agreements is reimbursable to the Company by Antiquities of which approximately $90,000 was collected. The Bankruptcy Court has ordered Antiquities to pay during the 23rd through 26th months of the confirmed plan, $86,500 of the Company's legal fees and expenses incurred during the Antiquities bankruptcy proceeding. The Company has provided an allowance in the amount of $88,000 for any potentially uncollectible reimbursements. Antiquities has completed payments in accordance with the loan agreements of $31,990 in excess of the Company's allowance. No further payments are due from Antiquities. 3. DUE FROM OFFICER/STOCKHOLDER There are no formal repayment terms and the advance bears interest at the prime rate (8.50% at January 31, 1996). Interest income relating to this advance was $35,595, $19,488 and $11,592 for the years ended January 31, 1996, 1995 and 1994, respectively. 4. DUE TO AFFILIATE There are no formal repayment terms and the advance bears interest at the prime rate. Interest expense relating to this advance was $249, $240 and $250 for the years ended January 31, 1996, 1995 and 1994, respectively. 5. MANAGEMENT FEES The Company has agreed to compensate its president and principal stockholder for his services in maintaining the corporate books and records and in investigating possible merger and acquisition candidates for the Company, and to reimburse him for expenses incurred. Management fees of $30,000 are included in general and administrative expenses for each of the years ended January 31, 1996, 1995 and 1994, respectively. 6. INCOME TAXES The Company is classified as a personal holding company for each of the periods presented. The Company is subject to a Federal tax equal to 28% of its undistributed earnings, in addition to any other income taxes payable. At January 31, 1996, the Company has accumulated, for federal and state income tax purposes, net operating loss carryforwards. The utilization of these losses to reduce future income taxes will depend upon the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. These carryforwards, amounting to approximately $23,700, have expiration dates of 2008 through 2010. 7. SUBSEQUENT EVENT On May 13, 1996, the amount due from officer/stockholder of $451,005 was paid in full. BALA CYNWYD CORPORATION SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS Additions ___________ (1) (2) Balance at Charged to Charged to Balance at Beginning Costs and Other End of of Year Expenses Accounts Deductions Year _________ _________ _________ __________ __________ 1996 Litigation settlement - allowance for uncollectible amounts $ 88,000 $ -- $ -- $ 88,000 $ -- 1995 Litigation settlement - allowance for uncollectible amounts $ 50,000 $ 38,000 $ -- $ -- $ 88,000 1994 Litigation settlement - allowance for uncollectible amounts $ 50,000 $ -- $ -- $ -- $ 50,000 See accompanying financial statements. Item 9. Disagreements on Accounting and Financial Disclosure. None. PART III _________ Item 10. Directors and Executive Officers of Registrant. (a) Identification of Directors. Other offices Name Age with Registrant Director Since __________________ ___ _______________ ______________ Albert M. Zlotnick 71 Chairman of Board, 1979 President and Treasurer Robert Zlotnick 33 None 1983 Robert Zlotnick is the son of Albert M. Zlotnick. All Directors hold office for the balance of the present term and until their successors are elected and qualified. (b) Identification of Executive Officers. Albert M. Zlotnick is Chairman of the Board, President and Treasurer of the Company. Mr. Zlotnick has been Chairman of the Board since 1979 and has been President and Treasurer since April 1983. ____________________ Business Experience. Albert M. Zlotnick. Mr. Zlotnick has been a private investor and financial consultant for a period in excess of five years. Since 1987, he has been General Partner of Asset Ventures I, a Pennsylvania limited partnership which is the largest shareholder of Beverly Hills Bancorp and Macintosh Corporation. Mr. Zlotnick is Chairman of the Board of the Company, Beverly Hills Bancorp, P.H.C., Inc., Electronic Data Controls, Inc., Robin Industries, Inc., and Convention Centers, Inc. Robert Zlotnick. Mr. Zlotnick is a psychologist and is the son of Albert Zlotnick. Item 11. Executive Compensation. No Executive Officer received in excess of $100,000 cash compensation during the fiscal year ended January 31, 1996. All Executive Officers as a group received a total of $30,000 cash compensation during the fiscal year ended January 31, 1996. The following information is furnished for the Company's Chief Executive Officer. See Note 5 to Financial Statements. Summary Compensation Table Name and Principal Fiscal Years Total Position ended January 31, Compensation ___________________ __________________ _____________ Albert M. Zlotnick 1996 $36,000 Chief Executive Officer, 1995 $30,000 Chairman and President 1994 $30,000 The Company does not provide any non-cash remuneration to its Executive Officers and Directors. No pension plan or other retirement benefit for the benefit of Executive Officers or Directors is funded by the Company. The Company pays no remuneration to Directors for service as such. The Company has no options, warrants or rights plans. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) Security Ownership of Certain Beneficial Owners. The following table sets forth, as of April 24, 1996, the information with respect to common stock ownership of each person known by the Company to own beneficially more than 5% of the shares of the Company's common stock: Name and Address of Amount and Nature of Percent of Beneficial Owner Beneficial Ownership Class ___________________ ____________________ ___________ Albert M. Zlotnick 554,404 54% 301 City Avenue Bala Cynwyd, PA 19004 (b) Security Ownership of Management. The following table sets forth, as of April 24, 1996, the information with respect to common stock ownership of each director, and of all directors and officers as a group: Name and Address of Amount of Nature of Percent of Beneficial Owner Beneficial Ownership Class ___________________ _____________________ __________ Albert M. Zlotnick 554,404 54% All Directors and 554,404 54% Officers as a Group (2) Robert Zlotnick, a Director of the Company, by reason of being the son of Albert M. Zlotnick, could be deemed to be a beneficial owner of those shares owned by Albert M. Zlotnick, although Robert Zlotnick has no legal or equitable interest in such shares and disclaims beneficial ownership of such shares. Item 13. Certain Relationships and Related Transactions. The Company has made advances which bear interest at the prime rate to Albert M. Zlotnick, president of the Company. The balance of advances, net of repayments, was $451,005 at January 31, 1996. See Note 3 to Financial Statements. On May 13, 1996, this amount was paid in full. See Note 7 to Financial Statements. PART IV ________ Item 14. Exhibits, Financial Schedules, and Reports on Form 8-K. (a) 1. Financial Statements. Independent Auditor's Report Balance Sheets as of January 31, 1996 and 1995 Statements of Operations and Retained Earnings (Deficit) for years ended January 31, 1996, 1995 and 1994 Statements of Cash Flows for years ended January 31, 1996, 1995 and 1994 Notes to Financial Statements 2. Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts 3. Exhibits. Incorporated Exhibit Number By Reference ______________ _____________ 3.1 Articles of Incorporation, Form 10-K for year as amended ended January 31, 1984 3.1 By-laws Form 10-K for year ended January 31, 1984 10.1 Loan Agreement dated Form 10-Q for the October 31, 1991, between quarter ended October the Company and Antiquities 31, 1991 of Nevada, Inc. 27 Financial Data Schedule Filed herewith 28 Amended Disclosure Form 10-K for year Statement and Amended Plan ended January 31, of Reorganization of 1993 Antiquities of Nevada, Inc., and Court Orders approving same (b) Reports on Form 8-K. None SIGNATURES 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. May 14, 1996 BALA CYNWYD CORPORATION By:/s/Albert M. Zlotnick _______________________________ Albert M. Zlotnick, President, Chief Financial Officer and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/Albert M. Zlotnick President, May 14, 1996 _______________________ Chairman of the Albert M. Zlotnick Board and Director /s/Robert Zlotnick Director May 14, 1996 _____________________ Robert Zlotnick