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 12/31/96 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: 702-893-4747
(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.
17,881,795 Common Shares on December 31, 1996
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Balance Sheet as of December 31, 1996 and
March 31, 1996 3
Statement of Income for the three months
ended December 31, 1996 and 1995 4
Statement of Cash Flows for the three months ended
December 31, 1996 and 1995 5-6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults by the Company upon its
Senior Securities 9
Item 4. Submission of Matter to a Vote of
Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports of Form 8-K 10
SIGNATURE 11
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
C.E.C. INDUSTRIES CORP.
Consolidated Balance Sheet
For the Dates Indicated
ASSETS
Dec. 31 March 31
1996 1996
Current Assets $ 508,127 $ 1,292,156
Property, Plant & Equipment 282,077 59,265
Investments in Undeveloped Land 0 4,157,528
Other Assets 9,161,333 5,606,699
---------- -----------
Total Assets $9,951,537 $11,115,648
========== ============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts Payable $497,767 $ 441,945
Notes Payable 576,285 3,305,529
Line of Credit 0 500,000
Other Current Liabilities 212,894 429,139
Stockholders' Equity 8,664,541 6,439,035
---------- ------------
Total Liabilities and Equity $9,951,537 $11,115,648
========== ===========
<PAGE>
C.E.C. INDUSTRIES CORP.
Consolidated Statement of Income
For the Periods Indicated
1996 1995
Quarter Nine Months Quarter Nine Months
Ended Ended Ended Ended
12/31/96 12/31/96 12/31/95 12/31/95
Income:Royalty $ $ $ 74,270 $133,963
Sales 1,200,000 1,509,042
Fees 5,337.944 7,144,257 60,500
----------- ---------- ----------- -----------
$ 5,337,944 $7,144.257 $1,274,270 $1,703,505
Cost of Sales 1,962,929 3,644,029 1,092,381 1,093,544
----------- ---------- ----------- -----------
Gross Profit $ 3,375,015 $3,500,228 $ 181,889 $ 609,961
Selling, General and
Administrative
Expense 1,377.275 1,898,274 65,701 1,076,409
Other Income and
Expenses
Interest
Income 41,230 82,460 14,341 42,187
Interest
Expense (109,554) (484,061) (108,081) (256,841)
Other Expenses (3,761) (23,761) (145,541) (173.343)
Gain or loss on
Sale of
Investment (1,195,132) 27,655 27,655
Research and
Development 0 0 - (63,664)
------------ ------------ ----------- -----------
$(1,267,217) $ (425,362) $ (211,626) $ (424,006)
Net Income (Loss) before
Income Taxes $ 730,523 $1,176,592 $ (95,438) $ (890,454)
------------ ---------- ----------- -----------
Provision For Income
Taxes - - - -
------------- ------------ ----------- -----------
Net Income (Loss) $ 730,523 $1,176,592 $ (95,438) $(932,182)
============ =========== =========== ==========
Net Earnings Per Share
(Schedule 1) $ 0.04 $ 0.07 $ 0.01 $ (0.11)
============= =========== =========== ===========
Dividend per Share $ 0 $ 0 $ 0 $ 0
Sales of Unregistered Securities
(Shs) None None None None
<PAGE>
<TABLE>
<CAPTION>
C.E.C. INDUSTRIES CORP.
Consolidated Statement of Cash Flows
For the Periods Indicated
1996 1995
Quarter Nine Months Quarter Nine Months
Ended Ended Ended Ended
12/31/96 12/31/96 12/31/95 12/31/95
<S> <C> <C> <C> <C>
Increase (Decrease in cash and cash equivalents:
Cash flows from operating activities:
Net loss form continuing operations $730,523 $ 1,176,592 $ (95,440) $ (890,455)
----------- ----------- ------------ -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization $8,079 $22,191 $ 4,229 $ 18,781
Gain on sale of marketable securities 0 (306,314) (306,314)
Write down long Term Investment - 3,746
Loss on investment 0 20,000
Cancellation of Gain on sale of asset 1,195,132 0
Common Stock issued for professional services 0 204,120
Sources (uses) of cash due to change in current
assets and current liabilities:
Decrease (increase) in restricted cash 0 500,000
Decrease (increase) in accounts receivable (170,179) 275,822 33,587 (56,887)
Decrease (increase) in inventory 5,000 (14,259) 185,199 181,477
Decrease (increase) in other current assets 542 27.781 71,453 21,659
Decrease (increase) in other assets 241.975 306,560 104,197 104,197
Increase (decrease) in accounts payable (319,311) 175,245 (55,601) (49,472)
Increase (decrease) in accrued liabilities (63,582) (335,667) (71,818) (49,472)
----------- ----------- ----------- -----------
Total adjustments $897,656 $ 1,178,793 $(35,068) $(56,596)
----------- ----------- ----------- -----------
Net cash provided by operating activities $ 1,628,179 $ 2,355,385 $(130,508) $(947,051)
Cash flows from investing activities:
Purchase of undeveloped land 0 0 (18,035) (530,237)
Purchase of securities (3,151,644) (3,151,644)
Sale of land 2,627,161 4,181,346
Excess of purchase price of asset over cost 0 (30,035)
Notes Receivable - Related Parties (40,781) (284,760) 1,091,980 1,091,980
Capital expenditures (15,088) (277,621) - (753)
----------- ----------- ----------- -----------
Net cash provided by investing activities $(580,352) $437,286 $1,073,945 $5,60,990
Cash flows from financing activities:
Note received on sale of land 0 0 (1,200,000) (1,200,000)
Sale of equipment 8,800 88,000
Proceeds from issuance of common stock 271,800 475,920 111,173 1,127,263
Common Stock issued for real estate
investment 0 0 (70,409) (383,331)
Payment on debt (1,412,688) (3,537,594) - (250,000)
Proceeds from issuance of notes 85,386 308,350 217,535 1,089,502
Payments received on notes receivable 17,000
Loans to related parties (62,831)
----------- ----------- ----------- -----------
Net Cash Flow from Financing Activities (1,046,702) (2,790,355)
Net increase (decrease) in cash and cash
equivalents $1,125 $ 2,316 $1,736 $(2,627)
----------- ----------- ----------- -----------
Cash and cash equivalents at beginning of
period $4,467 $3,276 $ 1,023,091 $ 1,027,454
----------- ----------- ----------- -----------
Cash and cash equivalents at end of period $5,592 $5,592 $ 1,024,827 $ 1,024,827
=========== =========== =========== ===========
</TABLE>
<PAGE>
C.E.C. INDUSTRIES CORP.
Schedule I
For the Periods Indicated
1996 1995
Quarter Six Months Quarter Six Months
Ended Ended Ended Ended
12/31/96 12/31/96 12/31/95 12/31/95
Earnings (loss)
per period $730,523 $ 1,176,592 $ (95,438) $ (890,454)
Weighted Average
Number of Common
Shares 17,018,795 17,018,795 8,754,040 8,106,095
Net Earnings per
share $ 0.04 $ 0.07 $ .01 $ (.11)
Supplemental Schedule of Non-Cash Investing and Financing Activities:
During the quarter ended June 30, 1996, the Company issued 652,000 shares of
common stock on form S-8 for professional services. The shares were valued
at $204,120.
On June 15, 1996, the Company purchased Auto Express, Inc. in exchange for
495,000 shares of common stock, for a total value of $173,250.
On June 21, 1996, the Company purchased $100,000 in phone cards from One
World Communications, Inc. in exchange for 200,000 shares of common stock,
for a total value of $100,000.
In June, 1996, the Company's wholly owned subsidiary, Mid-Nevada Art, Inc.,
exchanged approximately $1.33 Million in artwork for approximately
$3.5 Million in One World Communications, Inc. Pre-Paid long
distance phone cards at $.45 per minute. The Company has re-evaluated the
cards at $2.52 Million bringing the Pre-Paid long distance rate to
approximately $.33 per minute.
On October 8, 1996, the Company issued 755,000 shares of common stock on
Form S-8 for professional services. The shares were valued at $271,800.
In November, 1996, the Company exchanged 17.44 acres of commercial real
estate located in Henderson, Nevada for 165,876 shares of Gold Coast Resourses
stock with Gold Coast Resourse who also assumed
approximately $1.8 million in notes and interest.
In November, 1996, the Company has decided to exercise its option whereas
Mid-Nevada Art, Inc. would return the pre-paid calling cards to One World
Cards, Inc., and One World Cards, Inc. will return the 31
original artworks to Mid-Nevada Art, Inc. The decision for the return of
the calling cards came with the failure of One World Cards, Inc. to activate
the prepaid calling cards.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Statement of Information Furnished
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-Q instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of December
31, 1996, the results of operations for the nine months ended
December 31, 1996 and 1995 and the cash flows for the nine months ended
December 31, 1996 and 1995. These results have been determined on the basis
of generally accepted accounting principles and practices and applied
consistently with those used in the preparation of the
Company's 1996 Annual Report on Form 10K.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that the
accompanying consolidated financial statements be read in
conjunction with the financial statements and notes there to incorporated by
reference in the Company's 1996 Annual Report on Form 10-K.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations for the Quarter
Ended December 31, 1996
The Sales for the nine months ended December 31, 1996 were $7,144,257
compared to sales for the nine months ended December 31, 1995 of $1,703,505.
Sales in 1996 consisted of revenues from the sale of the Company's real
estate properties, ($5,935,243), revenues from
Auto Express, Inc. ($1,203,683) and Mid-Nevada Art, Inc. ($5,321)
The Company depended on short term financing for its operating
expenses during the first, second and third quarters of 1996. Management is
seeking acquisitions that would produces a continual cash flow.
Selling, General and Administrative expenses increased from $1,076,409
in 1995 to $1,898,274 in 1996 due to payment for professional services. The
Company issued 652,000 shares of common stock on Form S-8 for professional
services valued at $204,120 in the first quarter and issued 755,000 shares of
common stock on Form S-8 for professional services valued
at $271,800 in the third quarter.
Interest expense increased form $256,841 in 1995 to $484,061 in 1996
due to accrued interest mainly due to real estate loans.
The Company posted a loss of $20,000 with it's divesture of Moonridge
Development Company. Current management decided it was in the best interest
of the Company to divest itself of Moonridge Development Company due to the
new managements decision to change the Companys direction, and its
determination to avoid the risks associated with Moonridge's
construction activities. The Company has maintained its 24.5% interest in
the Victory Village III, Ltd., project of 320 apartment units in Henderson,
Nevada.
The proposed plan to spin-off the Company's subsidiary, Custom
Environmental International (CEI) had not been completed by the Company's
previous management since the announcement dated October 4, 1995. Current
management has re-evaluated this spin-off and has decided that the spin-off
was not in the best interest of the shareholders and therefore has
terminated this transaction.
In June, 1996, the Company's wholly owned subsidiary, Mid-Nevada Art,
Inc., exchanged approximately $1.33 Million in artwork for approximately $3.5
Million in One World Communications, Inc. Pre-Paid long distance phone cards
at $.45 per minute. The Company has re-evaluated the cards at $2.52 Million
bringing the Pre-Paid long distance rate to approximately $.33 per minute.
In DecmberMid-Nevada Art, Inc. decided to exercise its option whereas
Mid-Nevada Art, Inc. would return the pre-paid calling cards to One World
Cards, Inc. and One World Cards, Inc. will return the 31 original artworks
to Mid-Nevada Art, Inc. The decision for the return of the calling cards
came with the failure of One World Cards, Inc. to activate the prepaid
calling cards.
In June, The Company purchased 100% of the issued and outstanding
shares of Auto Express, Inc. for 495,000 shares of common stock valued at
$173,250.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Legal action in the District Court of Utah, Central Division, has been
filed against the Company by Mr. George Matthews, the former President and
Director of the Company regarding his employment contract. In a counter-suit
filed by the Company, the Company alleged improprieties by the former
President. Counsel is of the opinion that the Company will prevail in the
litigation.
Item 2. Changes in Securities
None.
Item 3. Defaults by the company upon its Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On August 21, 1996 the Company held its annual meeting of the
shareholders. At that meeting the Company elected new directors for the
fiscal 1996. The following were elected as directors: Gerald Levine, Marie
Levine, Janice E. Smith, Alvin B. Green, and Gerald Krupp.
Item 5. Other Information
None.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
A Form S-8 was filed on May 30, 1996, issuing 762,136 shares of common
stock for payment of professional services.
A Form 8-K was filed on June 21, 1996, to report changes in control of
he Company with new officers and director. Also reported was the change in
the company's certified accountant from Deloitte & Touche LLP to William L.
Clancy, CPA. Also reported was the resignation of Charles McHaffie as a
director of the Company.
A Form 8-K was filed on June 27, 1996, to report the acquisition of
Auto Express by the company.
A Form 8-K was filed on June 28, 1996, to report the Exchange
Agreement between Mid-Nevada Art, Inc., a wholly owned subsidiary of the
Company, and One World Cards.
A Form 8-K was filed August 26, 1996, to report the new Board of
Directors.
A Form S-8 was filed on October 8, 1996, issuing 755,000 shares of
common stock for professional services.
A Form 8-K was filed on November 11, 1996, to report the exchange
agreement between O.T.S. Holdings, Inc. and C.E.C. Industries Corp. This
8-K was also used to report the resignation of the following Directors:
George A. Matthews, Donald J. Stoecklein and Ronald G. Stoecklein.
A Form 8-K was filed on November 29, 1996, to report the cancellation
of the spin-off of CEI.
A Form 8-K was filed on December 3, 1996, to report on the new
evaluation of the coal and timber reserves owned by it wholly owned
subsidiary, Basia Holding, Inc.
A Form 8-K was filed on December 3, 1996, to report on the Mutual
Release and Hold Harmless agreement signed by the Company and Moonridge
Development Corp. and DSM Golf Enterprises.
A Form 8-K was filed on January 21, 1997, to report on the sale of the
Company's 17.44 acres of vacant land in Las Vegas, Nevada to Gold Coast
Resourses.
<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.
January 19, 1997 By: /s/ Gerald Levine
Gerald Levine, President and
Chief Operations Officer
January 19, 1997 By: /s/ Marie A. Levine
Marie A. Levine
Principal Financial and
Accounting Officer
<PAGE>
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1996
<CASH> (23221)
<SECURITIES> 0
<RECEIVABLES> 48962
<ALLOWANCES> 0
<INVENTORY> 200457
<CURRENT-ASSETS> 508127
<PP&E> 282007
<DEPRECIATION> 134835
<TOTAL-ASSETS> 9951537
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<COMMON> 878120
0
13063
<OTHER-SE> 5750123
<TOTAL-LIABILITY-AND-EQUITY> 9951537
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<CGS> 3644029
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