SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934.
For Quarter Ended 6/30/95 Commission File Number 0-16734
C.E.C. Industries Corp.
(Exact name of registrant as specified in its charter)
Nevada 87-0217252
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 Cactus Garden Drive, F-60, Henderson, Nevada 89014 89014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 702-436-2500
(Former name, former address and former fiscal year,
if changed since last report)
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS.
Indicated 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
4,546,303 Common Shares on August 15, 1995
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<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
C.E.C. INDUSTRIES CORP.
BALANCE SHEET
FOR THE DATES INDICATED
ASSETS
June 30 March 31
1995 1995
------- --------
<S> <C> <C>
Current Assets $ 1,700,163 $1,332,115
Property, Plant & Equipment 85,688 86,184
Investments in Undeveloped Real Estate 5,050,006 4,735,242
Other Assets 131,423 121,442
---------- ----------
Total Assets $6,967,280 $6,274,983
========== ==========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES & STOCKHOLDERS' EQUITY
<S> <C> <C>
Accounts Payable $ 66,885 $ 34,088
Notes Payable 2,294,835 2,076,351
Line of Credit 950,000 825,000
Other Current Liabilities 285,698 366,571
Stockholders' Equity 3,369,862 2,972,973
---------- -----------
Total Liabilities and Equity $6,967,280 $6,274,983
<FN> ========== ==========
Prepared Without Audit
</TABLE>
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<TABLE>
C.E.C. INDUSTRIES CORP.
STATEMENT OF INCOME
FOR THE PERIODS INDICATED
1995 1994
-------------------- -------------------
First Quarter Ending First Quarter Ending
6/30/95 6/30/94
<S> <C> <C>
Income - Royalty Income $ 54,817 $ 6,359
Sales 154,042 0
------------ ------------
$ 208,859 $ 6,359
Cost of Sales 564 (595)
------------- ------------
Gross Profit $ 208,295 $ 5,764
Selling, General and
Administrative expenses $ 955,537 $ 184,325
Other Income and Expense
Interest Expense 13,339 8,662
Other Income 1,140 3,052
Interest Expense (76,751) (59,683)
------------ -------------
$ (62,272) $ (47,969)
Net Income (Loss) before Income Taxes (809,514) (226,53)
Provision for Income Taxes $ 0 $ 0
------------ ------------
Net Income (Loss) $ (809,514) $ ( 226,530)
============= ============
Earnings (Loss) per Share $ (.29) $ (.17)
============= =============
Dividend Per Share $ 0 $ 0
Sales of Unregistered Securities NONE NONE
<FN>
Prepared Without Audit
</TABLE>
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<TABLE>
C.E.C. INDUSTRIES CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIODS INDICATED
Three Months Three Months
Ended Ended
6/30/95 6/30/94
------------ -----------
<S> <C> <C>
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net loss from continuing operations
$ (809,514) $ (226,530)
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, Depletion and Amortization
$ 2,700 $ 2,914
Sources (uses) of cash due to change in current
assets and current liabilities:
(Increase) in accounts recievable (64,686) (51,212)
(Increase) in inventory (52,640)
Decrease in other current assets 11,218 2,400
Increase (decrease) in accounts payable 32,797 (8,802)
Increase (decrease) in accrued liabilities (80,873) 39,506
Common stock issued for professional fees,
salaries and directors fees 643,666
----------- -----------
Total adjustments $ 492,182 $ (15,194)
----------- -----------
Net cash provided by operating activities $ (317,332) $ (241,724)
----------- -----------
Cash flows from investing activities:
Purchase of undeveloped land $ (300,000) $ (227,269)
Capital expenditures (910) (4,639)
----------- -----------
Net cash provided by investing activities $ (300,910) $ (231,908)
Cash flows from financing activities
Proceeds from notes payable 443,484 500,000
Payments on debt (100,000)
common stock issued for real estate 300,000
common stock issued for payable 49,810
----------- ----------
Net increase (decrease) in cash and
cash equivalents $ 75,052 $ 26,368
----------- ----------
Cash and cash equivalents at beginning of period $ 1,027,464 $1,319,889
----------- ----------
Cash and cash equivalents at end of period $ 1,102,516 $1,346,257
<FN> =========== ==========
Prepared Without Audit
</TABLE>
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<TABLE>
C.E.C. INDUSTRIES CORP.
SCHEDULE I
FOR THE PERIODS INDICATED
Quarter Quarter
Ended Ended
6/30/95 6/30/95
----------- ----------
<S> <C> <C>
Earnings (loss) per period $ (809,514) $ (226,530)
Weighted Average Number
of Common Shares 2,754,647 1,366,281
Net Earnings per share $ (.29) $ (.17)
<FN>
</TABLE>
The Company had 925,000 stock options outstanding on June 30, 1995. Of these,
900,000 are exercisable at $.30 per share, 7,500 for $2.50, 2,500 for $1.25 and
15,000 fo $5.00 per share.
As of June 30, 1994, the Company had 1,230,000 stock options outstanding. Of
these, 1,200,000 were exercisable for $1.375, 7,500 for $2.50, 2,500 for $1.25,
5,000 for $12,50 and 15,000 for $5.00 per common share.
The 900,000 stock options for the Company's officers were repriced by the Board
of Directors from $1.37 to $.30 per share effective April 1, 1995.
Items affecting earnings per share are outstanding Common Stock options. Stock
options are included as share equivalents using the Treasury Stock method unless
antidilutive. Primary earnings per share are essentially the same as fully
diluted.
Prepared Without Audit
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Quarter Ended June 30, 1995
Material Changes in Financial Condition.
- ----------------------------------------
The Company borowed a net additional $340,000 for operations. One million two
hundred thousand (1,200,000) restricted common shares were issued for
acquisition of a 24.5% interest in an apartment project known as Victory
Village.
The Company also issued 1,212,830 shares of S-8 stock for director, employee and
consulting fees, as well as 262,000 shares of restricted stock.
Material Changes in Results of Operations.
- ------------------------------------------
Royalty income increased because of payment of those that did accrue but were
not paid by the producers until April of this year (amounting to approximately
$40,000).
Revenues also included a full quarter of Sterling Travel which was acquired in
March.
Selling and General Administrative expense was extraordinarily high due to
professional fees and salaries paid during the quarter (with common stock) as
well as increased personnel.
Interest expense also has continued to increase because of the higher debt
related to the Company' real estate activities.
PART II - OTHER INFORMATION
Item 3. No events to report
Item 4. No events to report
Item 5. No events to report
Item 6. Exhibits and Reports on Form 8-K
A form 8-K was filed on August 15, 1995 to report the Company's
acquisition of a 24.5% Limited Partnership interest in Victory Village Ltd. III,
which is the owner and developer ofan apartment complex in Henderson, Nevada.
<PAGE>
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.
C.E.C. INDUSTRIES CORP.
August 17, 1994 By:/s/ Ronald J. Robinson
----------------------
Ronald J. Robinson
Chairman and President
August 17, 1994 By:/s/ Donald J. Stoecklein
------------------------
Donald J. Stoecklein
Secretary/Treasurer
