<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, l995 Commission File No. l-6663
____________________________________ __________________________
COLONIAL COMMERCIAL CORP.
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
New York ll-2037l82
__________________________________ ______________________________________
(State or Other Jurisdiction of (I.R.S.Employer Identification Number)
Incorporation or Organization)
360l Hempstead Turnpike, Levittown, New York ll756-l3l5
____________________________________________ _______________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 5l6-796-8400
_______________
Indicate by check mark whether Registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of l934 during the preceding l2 months (or for such shorter period
that 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 the number of shares outstanding of Registrant's Common
Stock and Convertible Preferred Stock as of March 3l, l995.
Common Stock, par value $.0l per share - 6,685,910 shares
Convertible Preferred Stock, par value $.0l per share - 8,800,475 shares
<PAGE> 2
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
INDEX
PAGE NO.
________
PART I. Financial Information (Unaudited):
Consolidated Balance Sheets as of
March 3l, l995 and December 3l, l994 l
Consolidated Statements of Operations
Three Months Ended March 31, l995 and l994 3
Consolidated Statements of Stockholders' Equity
as of March 3l, l995 and December 31, 1994 4
Consolidated Statements of Cash Flows for the
Three Months Ended March 3l, l995 and l994 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. Other Information 8
<PAGE> 3
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
March 3l, l995 and December 3l, l994
<TABLE>
<CAPTION>
ASSETS 1995 l994
______ ___________ _________
(Unaudited) (Audited)
<S> <C> <C>
Cash and cash equivalents $ 374,976 805,262
Marketable investment securities
(market value of $2,400,000 in l995
and $2,600,000 in l994) 2,400,000 2,600,000
Lease receivables held for sale (net of
unearned income of $9,573 in l995 and
$9,573 in l994) 49,745 56,322
Mortgage loans receivable 2,834 3,356
Notes receivable (net of allowance for
doubtful accounts of $45,696 in l995
and 1994) 1,682,786 l,682,786
Prepaid expenses and other assets 40,950 62,698
Property and equipment, net of
accumulated depreciation 5,846 6,519
Investment in Monroc, Inc. l,650,000 l,650,000
Land held for sale 522,329 522,329
_________ _________
Total Assets $ 6,729,466 7,389,272
_________ _________
_________ _________
</TABLE>
See accompanying notes to consolidated financial statements.
-1-
<PAGE> 4
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
March 3l, l995 and December 3l, l994
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY l995 l994
___________ _________
(Unaudited) (Audited)
<S> <C> <C>
Liabilities:
Accounts payable and accrued liabilities $ 490,470 495,488
Notes payable l,4l0,655 l,929,996
_________ _________
Total Liabilities l,90l,l25 2,425,484
_________ _________
Stockholders' Equity:
Convertible preferred stock, par value $.0l.
Authorized l2,444,300 shares; issued
and outstanding 8,800,475 in l995
and 8,834,842 in l994 - liquidation value
$8,800,475 in l995 and $8,834,842 in l994
($l.00 per share) 88,005 88,348
Common stock, par value $.0l. Authorized
40,000,000 shares; issued and outstanding
6,685,910 in l995 and 6,651,543 shares
in l993 66,859 66,516
Additional paid-in capital 9,023,669 9,023,669
Accumulated deficit (4,350,192) (4,214,745)
_________ _________
Total Stockholders' Equity 4,828,341 4,963,788
_________ _________
Commitments and contingencies
$ 6,729,466 7,389,272
_________ _________
_________ _________
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
<PAGE> 5
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended March 31, l995 and l994
(Unaudited)
<TABLE>
<CAPTION>
l995 l994
____ ____
<S> <C> <C>
Revenues:
Lease financing income $ 2,947 3,43l
Interest on mortgage loans and
other receivables 29,260 39,166
Interest on cash and cash equivalent
balances 40,528 l5,547
Other 3,008 7,430
_______ _______
75,743 65,574
_______ _______
Expenses:
General and administrative 211,190 229,809
_______ _______
Operating loss (135,447) (l64,235)
Gain on sale of land - 589,922
_______ _______
Net Income (loss) (135,447) 425,687
_______ _______
_______ _______
Earnings (loss) per common and
common equivalent shares $ (.0l) .03
_______ _______
_______ _______
Common and common equivalent shares
outstanding l5,486,385 15,486,385
__________ __________
__________ __________
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE> 6
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Three Months Ended March 31, l995 and l994
(Unaudited)
<TABLE>
<CAPTION>
Convertible Additional Retained Total
Preferred Common Paid-In Earnings Stockholders'
Stock Stock Capital (Deficit) Equity
_____ ______ _______ _________ ______
<S> <C> <C> <C> <C> <C>
Balance at
December 3l,
l993 $ 90,442 64,422 9,023,669 (4,507,860) 4,670,673
Net Income - - - 293,115 293,ll5
Conversion of
Convertible
Preferred
Stock (2,094) 2,094 - - -
______ ______ _________ _________ _________
Balance at
December 3l,
l994 88,348 66,516 9,023,669 (4,214,745) 4,963,788
______ ______ _________ _________ _________
Net (Loss) - - - (135,447) (135,447)
Conversion of
Convertible
Preferred
Stock (343) 343 - - -
______ ______ _________ _________ _________
Balance at
March 3l,
l995 $ 88,005 66,859 9,023,669 (4,350,192) 4,828,341
______ ______ _________ _________ _________
______ ______ _________ _________ _________
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE> 7
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 3l, l995 and l994
(Unaudited)
<TABLE>
<CAPTION>
l995 l994
____ ____
<S> <C> <C>
Cash flows from operating activities:
Payments to vendors and employees $ (220,182) (229,805)
Financing revenue received under leases 2,944 3,431
Interest received 102,763 54,713
Other receipts 3,008 7,430
_______ _______
Net cash provided (used) by operating activities (111,467) (164,231)
Cash flows from investing activities:
Investment in marketable
investment securities 200,000 (20,442)
Payments received on notes receivable - l69,526
Proceeds from sale of land - l,638,178
Principal collected on other mortgage loans 522 2,765
_______ _________
Net cash provided (used) by investing activities 200,522 1,790,027
_______ _________
Cash flows from financing activities:
Payments on note payable (519,341) (545,563)
_______ _______
Net cash used by financing activities (519,341) (545,563)
_______ _______
Increase (decrease) in cash and cash equivalents (430,286) 1,080,233
_______ _________
Cash and cash equivalents - beginning of period 805,262 540,689
_______ _________
Cash and cash equivalents - end of period $ 374,976 1,620,922
_______ _________
_______ _________
Reconciliation of net earnings (loss) to net
cash provided (used) by operating activities:
Net earnings (loss) $ (135,447) 425,687
Adjustments to reconcile net earnings (loss)
to cash used by operating activities:
Gain on sale of land - (589,922)
Depreciation 673 674
Changes in assets and liabilities:
Decrease (increase) in net lease
receivables held for sale 6,577 4,266
Decrease (increase) in prepaid
expenses and other assets 21,748 82,486
Increase (decrease) in accounts payable
and accrued liabilities (5,018) (87,422)
_______ _________
Net cash used in operating activities $ (111,467) (164,231)
_______ _________
_______ _________
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE> 8
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(l) For comparative purposes, certain amounts in the l994 consolidated
financial statements have been reclassified to conform to the l995
presentation.
(2) Earnings (loss) per share is computed by dividing net earnings (loss)
by the weighted average number of shares and equival shares outstanding
for the period. For the purpose of calculating earnings (loss) per
share, the convertible preferred stock has been treated as common stock,
even though the effect of their inclusion is antidilutive. Stock options
are not included in the computation because they dilute earnings (loss)
per share less than three percent.
(3) The Company and its subsidiaries file a consolidated Federal income tax
return. For the three months ended March 31, l995 and l994, no income tax
provisions were required.
The Company has Federal book and tax net operating loss carry-forwards
available for future periods of approximately $45,000,000 which expire
from l995 through 2008 as follows:
Year
____
l995 - 2000 $ 20,000,000
200l - 2008 25,000,000
In the above calculation, approximately $45,000,000 of net operating
loss carryforwards were reduced to $22,000,000 as a result of certain
limitations, and they may be further limited to utilization against the
future earnings of the subsidiary which sustained the loss.
(4) In the opinion of the Registrant, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as
of March 3l, l995 and December 3l, l994, and the results of operations and
cash flows for the three months ended March 3l, l995 and l994. The
results of operations for the interim periods are not necessarily
indicative of the results which may be expected for the full year.
-6-
<PAGE> 9
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations - Three Months Ended
March 3l, l995 and l994
Registrant reported net loss of $135,447 for the three months of l995
compared to net income of $425,687 in the first three months of l994. There
were no land sales in l995 as compared to proceeds from the sale of land held
for sale of $l,638,178 and a gain on sale of $589,922 in the first three months
of l994. The Registrant expects cash flow and revenues from land sales in l995
and l996.
Total revenues increased $9,839 principally due to increased interest
income, as compared to the l994 period.
Total expenses decreased $18,619 principally due to reduction of personnel
and administrative expenses.
The Registrant offers receivable management and consulting services to
lenders and continues to seek the acquisition of, or a merger with, a privately
held company whose business generates a recurring stream of income. Reported
earnings in the near term will be affected by the timing and the size of any
new acquisitions and the timing of additional land sales.
Results of Operations - Three Months Ended
March 3l, l994 and l993
Registrant reported net income of $425,687 for the first quarter of l994
compared to net income of $26,025 in the first quarter l993. Proceeds from the
sales of land held for sale were $l,638,l78 and the gain on sale was $589,922
in the first quarter of l994. Proceeds from the sale of land held for sale
were $390,000 and the gain on sale was $60,337 in the third quarter of l993.
Total revenues decreased $229,030 and expenses decreased $99,l07
principally due to a decrease in portfolio servicing income an interest on
receivables and cash investments. Expenses decreased principally due to
reduction of personnel and administrative expenses.
-7-
<PAGE> 10
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
As of March 3l, l995, the Registrant had $2,774,946 in cash, cash
equivalents and marketable investment securities compared to $3,020,922 at
March 3l, l994.
The Registrant believes that its cash, cash equivalents, and investments
are adequate for its present operations and that credit is available should it
be required. The Company's capital resources consist primarily of cash and
cash equivalents, notes receivable, land held for sale and its investment in
Monroc, Inc. The Company believes the carrying value of its assets is less
than their market value.
PART II. OTHER INFORMATION
Item l. Legal Proceedings
___________________________
NONE
Item 6. Exhibits and Reports on Form 8-K
__________________________________________
(a) Exhibits - Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K - During the three months ended March 3l, l995,
the Registrant did not file any reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of l934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLONIAL COMMERCIAL CORP.
Dated: May 5, l995 /s/Bernard Korn
_________________________
Bernard Korn, Chairman
of the Board & President
/s/ James W. Stewart
__________________________
James W. Stewart, Executive
Vice President, Treasurer
and Secretary
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Form 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000021828
<NAME> COLONIAL COMMERCIAL CORP.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 374,976
<SECURITIES> 2,400,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 28,420
<DEPRECIATION> 22,574
<TOTAL-ASSETS> 6,729,466
<CURRENT-LIABILITIES> 0
<BONDS> 1,410,655
<COMMON> 66,859
0
88,005
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 6,729,466
<SALES> 0
<TOTAL-REVENUES> 75,743
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (135,447)
<INCOME-TAX> 0
<INCOME-CONTINUING> (135,447)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (135,447)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
