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 9/30/95 Commission File Number 1-6203
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, Green Valley, Nevada 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.
4,523,795 Common Shares on October 19, 1995
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
C.E.C. INDUSTRIES CORP.
Balance Sheet
For the Dates Indicated
ASSETS
Sept. 30 March 31
1995 1995
<S> <C> <C>
Current Assets $ 1,471,742 $1,332,115
Property, Plant & Equipment 75,336 86,184
Investments in Undeveloped Land 5,247,444 4,735,242.
Investments 312,922
Other Assets 118,491 121,442
---------- ----------
Total Assets $7,225,935 $6,274,983
========== ==========
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LIABILITIES & STOCKHOLDERS' EQUITY
<S> <C> <C>
Accounts Payable $ 115,906 $ 34,088
Notes Payable 2,548,318 2,076,351
Line of Credit 975,000 825,000
Other Current Liabilities 388,917 366,571
Stockholders' Equity 3,197,794 2,972,973
---------- ----------
Total Liabilities and Equity $7,225,935 $6,274,983
========== ==========
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Prepared without Audit, Page 2
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C.E.C. INDUSTRIES CORP.
Statement of Income
For the Periods Indicated
1995 1994
----------------------- -----------------------
Quarter Six Months Quarter Six Months
Ended Ended Ended Ended
9/30/95 9/30/95 9/30/94 9/30/94
------- ------- ------- -------
<S> <C> <C> <C> <C>
Income: Royalty $ 4,876 $ 59,693 $ 1,852 $ 8,211
Sales 155,000 309,042 - -
Fees 60,500 60,500 - -
-------- -------- ------- --------
$220,376 $429,235 $ 1,852 $ 8,211
Cost of Sales 599 1,163 578 1,173
-------- -------- ------- --------
Gross Profit $219,777 $428,072 $ 1,274 $ 7,038
Selling, General and
Administrative Expenses 55,170 1,010,707 286,253 470,578
Other Income and
Expenses:
Interest Income 14,507 27,846 10,114 18,776
Interest Expense (72,009) (148,760) (63,551) (123,234)
Other Expense (29,531) (27,802) 1,658 4,710
Research &
Development (63,075) (63,664) - -
--------- --------- -------- --------
$(150,108) $(212,380) $(51,779) $(99,748)
--------- --------- -------- --------
Net Income (Loss) before
Income Taxes $ 14,499 $(795,015) $(336,758) $(563,288)
Provision for Income Taxes - - - -
--------- --------- --------- ---------
Net Income (Loss) $ 14,499 $(795,015) $(336,758) $(563,288)
========= ========= ========= =========
Net Earnings per Share
(Schedule 1) $ 0.003 $ (0.22) $ (0.24) $ (0.41)
========= ========= ========= =========
Dividend per Share $ 0 $ 0 $ 0 $ 0
Sales of Unregistered
Securities
(Shs) None None None None
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Prepared without Audit, Page 3
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C.E.C. INDUSTRIES CORP.
Statement of Cash Flows
For the Periods Indicated
1995 1994
-------------------- --------------------
Quarter Six Months Quarter Six Months
Ended Ended Ended Ended
9/30/95 9/30/95 9/30/94 9/30/94
------- ------- ------- -------
<S> <C> <C> <C> <C>
Increase (decrease) in cash and
cash equivalents:
Cash flows from operating activities:
Net loss from continuing
operations $14,499 $(795,015) $(336,758) $(563,288)
------- --------- --------- ---------
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion and
amortization $11,852 $14,552 $4,162 $7,076
Treasury shares issued 3,746 3,746 - -
Sources (uses) of cash due to
change in current assets and
current liabilities:
Decrease (increase) in accounts
receivable (25,788) (90,474) (393) (51,605)
Decrease (increase) in inventory 48,918 (3,722) (15,056) (15,056)
Decrease (increase) in other
current assets (61,012) (49,794) 1,261 3,661
Decrease (increase) in other assets - - (82,500) (82,500)
Increase (decrease) in accounts
payable 49,021 81,818 1,599 (7,203)
Increase (decrease) in accrued
liabilities 103,219 22,346 (39,562) (56)
------- ------ ------ -----
Total adjustments $129,956 $(21,528) $(90,927) $(145,683)
-------- -------- -------- ---------
Net cash provided by operating
activities $144,455 $(816,543) $(90,927) $(145,683)
Cash flows from investing
activities:
Land development (512,202) (512,202) (30,737) (258,006)
Capital expenditures 157 (753) (25,952) (30,591)
-------- --------- -------- ---------
Net cash provided by investing
activities $(512,045) $(512,955) $(56,689) $(288,597)
Cash flows from financing
activities:
Proceeds from issuance of common
stock 22,614 1,016,090 144,774 144,774
Common stock issued for real
estate investment (12,922) (312,922) - -
Issuance of preferred stock - - 62,500 62,500
Payments on debt (150,000) (250,000) - -
Proceeds from issuance of notes 428,483 871,967 100,000 600,000
--------- -------- -------- --------
Net increase (decrease) in cash
and cash equivalents $ (79,415) $ (4,363) $(216,662) $(190,294)
--------- -------- --------- ---------
Cash and cash equivalents at
beginning of period $1,102,506 $1,027,454 $1,346,257 $1,319,889
---------- ---------- ---------- ----------
Cash and cash equivalents at
end of period $1,023,091 $1,023,091 $1,129,595 $1,129,595
========== ========== ========== ==========
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Prepared without Audit, Page4
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C.E.C. INDUSTRIES CORP.
Schedule I
For the Periods Indicated
1995 1994
--------------------- ---------------------
Quarter Six Months Quarter Six Months
Ended Ended Ended Ended
9/30/95 9/30/95 9/30/94 9/30/94
<S> <C> <C> <C> <C>
Earnings (loss) per period $ 14,499 $(795,015) $(336,758) $(563,288)
Weighted Average Number
of Common Shares 4,543.474 3,580,353 1,391,243 1,378,777
Net Earnings per share $ .003 $ (.22) $ (.24) $ (.41)
<FN>
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The Company had 920,000 stock options outstanding on September 30, 1995. Of
these, 900,000 are exercisable at $0.30 per share, 15,000 for $5.00 per share,
and 5,000 for $0.50 per share.
On September 30, 1994, the Company had 1,230,000 stock options outstanding. Of
these, 2,500 were exercisable for $1.25; 1,200,000 for $1.375; 7,500 for $2.50;
5,000 for $12.50 and 15,000 for $5.00 per common share.
Items affecting earnings per share are outstanding Common Stock options,
issuance of 1,200,000 common shares for an investment in Victory Village,
692,830 shares under Form S-8 in 1995, 99,200 shares in 1994, and the issuance
of Treasury Stock. 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 5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Quarter Ended September 30, 1995
Material Changes in Financial Condition.
- ---------------------------------------
The Company's continued development of its Las Vegas real estate has increased
its payables, the major factor, draws on the Bank of America line for the
mini-storage project.
The Company is currently negotiating for the sale of 50% interest in tis
mini-storage project which would produce $1,900,000.00 to the Comapny.
Material Changes in Results of Operations.
- ------------------------------------------
Revenues have increased reflecting the Sterling Travel acquisition and the fees
earned by the Company's new construction arm.
General and Administrative expense decreased due to a substantial reduction in
consulting and the fees related thereto. Also, a correction was made
capitalizing the cost of previously issued shares which had been expensed.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On September 15, 1995, the Company held its annual meeting of shareholders.
At that meeting the Company elected new directors for the fiscal 1996. The
following were elected as directors: Roanald J. Robinson, George A. Matthews,
Donald J. Sotecklein, Ronald G. Stoecklein, Dwight W. Jory, Charles R. McHaffie
and Ralph Mann.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 1- Form 8-K filed August 16, 1995
Exhibit 2- Form 8-K filed September 15, 1995
Prepared without Audit, Page 6
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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.
October 19, 1995 By: /s/ Richard Cope
------------------------------
Richard Cope
Chairman and President
October 19, 1995 By: /s/ Donald J. Stoecklein
------------------------------
Donald J. Stoecklein
Secretary
Prepared without Audit, Page7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<CASH> 1,023,091
<SECURITIES> 0
<RECEIVABLES> 152,033
<ALLOWANCES> 0
<INVENTORY> 185,199
<CURRENT-ASSETS> 1,471,742
<PP&E> 159,418
<DEPRECIATION> 84,082
<TOTAL-ASSETS> 7,225,935
<CURRENT-LIABILITIES> 4,028,141
<BONDS> 3,523,318
<COMMON> 226,190
0
725
<OTHER-SE> 2,970,879
<TOTAL-LIABILITY-AND-EQUITY> 7,225,935
<SALES> 309,042
<TOTAL-REVENUES> 429,235
<CGS> 1,163
<TOTAL-COSTS> 1,010,707
<OTHER-EXPENSES> 27,802
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 148,760
<INCOME-PRETAX> (795,015)
<INCOME-TAX> 0
<INCOME-CONTINUING> (795,015)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (795,015)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> (.22)
</TABLE>
