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 12/31/95 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.
5,067,061 Common Shares on February 13, 1996
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
C.E.C. INDUSTRIES CORP.
Balance Sheet
For the Dates Indicated
ASSETS
Dec. 31 March 31
1995 1995
<S> <C> <C>
Current Assets $ 1,183,239 $1,332,115
Property, Plant & Equipment 56,199 86,184
Investments in Undeveloped Land 4,173,499 4,735,242.
Notes Receivable 1,200,000
Investments 392,931
Other Assets 4,194 121,442
---------- ----------
Total Assets $7,010,062 $6,274,983
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<TABLE>
LIABILITIES & STOCKHOLDERS' EQUITY
<S> <C> <C>
Accounts Payable $ 60,305 $ 34,088
Notes Payable 2,765,853 2,076,351
Line of Credit 975,000 825,000
Other Current Liabilities 317,099 366,571
Stockholders' Equity 2,891,805 2,972,973
Total Liabilities and Equity $7,010,062 $6,274,983
<FN>
Prepared Without Audit
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<TABLE>
C.E.C. INDUSTRIES CORP.
Statement of Income
For the Periods Indicated
1995 1994
Nine Nine
Quarter Months Quarter Months
Ended Ended Ended Ended
12/31/95 12/31/95 12/31/94 12/31/94
<S> <C> <C> <C> <C>
Income: Royalty $74,270 $133,963 $3,620 $11,831
Sales 1,200,000 1,509,042 - -
Fees - 60,500 30,000 30,000
---------- ---------- ------- -------
$1,274,270 $1,703,505 $33,620 $41,831
Cost of Sales 1,092,381 1,093,544 693 1,866
---------- ---------- ------- -------
Gross Profit $181,889 $609,961 $32,927 $39,965
Selling, General and
Administrative Expenses 65,701 1,076,409 347,654 818,232
Other Income and Expenses:
Interest Income 14,341 42,187 9,308 28,084
Gain on Sale of Assets 27,655 27,655 400 400
Other Expense (145,541) (173,343) - 4,710
Interest Expense (108,081) (256,841) (63,875) (187,109)
Research & Development - (63,664) - -
---------- --------- ------- ---------
$(211,626) $(424,006) $(54,167) $(153,915)
---------- ---------- --------- ---------
Net Income (Loss) before
Income Taxes $(95,438) $(890,454) $(368,894) $(932,182)
Provision for Income Taxes - - - -
--------- ---------- --------- ----------
Net Income (Loss) $(95,438) $(890,454) $(368,894) $(932,182)
========= ========== ========== ==========
Net Earnings per Share
(Schedule 1) $(0.01) $(0.11) $(0.24) $(0.65)
========= ========== ========== =========
Dividend per Share $0 $0 $0 $0
Sales of Unregistered Securities
(Shs) None None None None
<FN>
Prepared Without Audit
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C.E.C. INDUSTRIES CORP.
Statement of Cash Flows
For the Periods Indicated
1995 1994
Nine Nine
Quarter Months Quarter Months
Ended Ended Ended Ended
12/31/95 12/31/95 12/31/95 12/31/95
<S> <C> <C> <C> <C>
Increase (decrease) in
cash and cash equivalents: Cash
flows from operating activities:
Net gain (loss) from continuing
operations $(95,440) $(890,455) $(368,894) $(932,182)
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation, depletion and
amortization $4,229 $18,781 $2,934 $10,010
Gain on sale of marketable
securities (306,314) (306,314) - -
Write down long Term Investment - 3,746 - -
Treasury shares issued
Sources (uses) of cash due to
change in current assets and
current liabilities:
Decrease (increase) in accounts
receivable 33,587 (56,887) 58,580 7,075
Decrease (increase) in inventory 185,199 181,477 (43,666) (58,722)
Decrease (increase) in other
current assets 71,453 21,659 (6,326) (2,665)
Decrease (increase) in other
assets 104,197 104,197 (50,218) (132,718)
Increase (decrease) in accounts
payable (55,601) (49,472) 11,008 3,805
Increase (decrease) in accrued
liabilities (71,818) (49,472) 9,433 9,377
--------- -------- --------- ---------
Total adjustments $(35,068) $(56,596) $(18,255) $(163,838)
--------- --------- --------- ---------
Net cash provided by operating
activities $(130,508) $(947,051) $(387,149) $(1,096,020)
Cash flows from investing
activities:
Purchase of undeveloped land (18,035) (530,237) (29,070) (287,076)
Capital expenditures - (753) (7,234) (37,825)
Payments recieved on notes
recievable 1,091,980 1,091,980 - -
---------- --------- --------- ----------
Net cash provided by investing
activities $1,073,945 $560,990 $(36,304) $(324,901)
Cash flows from financing
activities:
Note recieved on sale of land (1,200,000) (1,200,000) - -
Issuance of preferred stock - - - 62,500
Proceeds from issuance of
common stock 111,173 1,127,263 - -
Common stock issued for real
estate investment (70,409) (383,331) 210,262 355,036
Payments on debt - (250,000) - -
Proceeds from issuance of notes 217,535 1,089,502 100,000 700,000
--------- --------- -------- -------
Net increase (decrease) in cash
and cash equivalents $1,736 $(2,627) $(113,091) $(303,385)
--------- ---------- ---------- ---------
Cash and cash equivalents at
beginning of period $1,023,091 $1,027,454 $1,129,595 $1,319,889
---------- ---------- ---------- ----------
Cash and cash equivalents at
end of period $1,024,827 $1,024,827 $1,016,504 $1,016,504
========== ========== ========== ==========
<FN>
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C.E.C. INDUSTRIES CORP.
Schedule I
For the Periods Indicated
1995 1994
Quarter Nine Quarter Nine
Ended Months Ended Months
Ended Ended
12/31/95 12/31/95 12/31/94 12/31/94
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Earnings (loss per period $(95,438) $(890,454) $(368,894) $(932,182)
Weighted Average Number
of Common Shares 8,754,040 8,106,095 1,556,351 1,436,317
Net Earnings per share $(.01) $(.11) $(.24) $ (.65)
<FN>
</TABLE>
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>
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.
On November 2, 1995, the Company completed a transaction pertaining to the
elimination of certain conversion rights relating to the Comapany's acquisition
of approximately 23.91 acres of undeveloped land in Las Vegas, Nevada, for
$3,327,158. Part of the consideration was 600,000 shares of preferred stock
(the "Preferred Stock") at $4.00 per share convertible, after two years to
common stock at a guaranteed "bid" price of not less than $4.00 per share.
Pursuant to the terms of the agreement, in the event the "bid" price was less
than the stated $4.00 per share at the time in which the shares are offered for
conversion, the Company was obligated to issue additional common stock to satify
any shortfall. Due to the substantial dilution which was anticipated to have
occurred in February of 1996 as the result of the conversion, the Company
negotiated for a modification of the agreement wherein the Preferred Stock was
exchanged for non-convertible voting preferred stock, in addition to certain
real property assets.
On November 30, 1995, the Company entered into a transaction with Landmark
International, Inc. a publicly traded company, wherein Landmark acquired from
the Company two parcels of property, 15.24 acres and 2.20 acres located in Las
Vegas, Nevada. Pursuant to the terms and conditions of the agreement the
Company sold the property for $5.2 million subject to existing debt of
$2,250,266.70, with the balance of the purchased price being paid in stock.
The Company anticipates a profit of $1 million in the transaction. The Comapany
anticipates closing the transaction in the 4th quarter fiscal 1996.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibit 1- Form 8-K filed October 4,, 1995
Exhibit 2- Form 8-K filed Decmber 11, 1995
*NOTES
- ------
Resubmitted 10-Q on 3/6/96 as a result of missing numbers in the balance sheet.
<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.
February 14, 1996 By:/s/ Richard Cope
Richard Cope
Chairman and President
February 14, 1996 By:/s/ Donald J. Stoecklein
Donald J. Stoecklein
Secretary
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1995
<CASH> 1,024,827
<SECURITIES> 0
<RECEIVABLES> 118,446
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,183,239
<PP&E> 118,868
<DEPRECIATION> 62,669
<TOTAL-ASSETS> 7,010,062
<CURRENT-LIABILITIES> 4,118,257
<BONDS> 0
<COMMON> 228,815
0
2,100,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,010,062
<SALES> 1,509,042
<TOTAL-REVENUES> 1,703,505
<CGS> 1,093,544
<TOTAL-COSTS> 1,076,409
<OTHER-EXPENSES> 167,165
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 256,841
<INCOME-PRETAX> (890,454)
<INCOME-TAX> 0
<INCOME-CONTINUING> (890,454)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (890,454)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.01)
</TABLE>
