<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 COMMISSION FILE NO. 2-91651-D
PEACOCK FINANCIAL
CORPORATION
COLORADO 87-0410039
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
1600 EAST FLORIDA AVENUE
SUITE 306
HEMET, CA 92544
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
(909) 925-6469
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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.
/X/ YES / / NO
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
COMMON STOCK 9,942,700 SHARES OUTSTANDING
$0.001 PAR VALUE AS OF SEPTEMBER 30, 1996
<PAGE>
PEACOCK FINANCIAL CORPORATION
REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1996
TABLE OF CONTENTS
- - --------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
- CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1996, AND
SEPTEMBER 30, 1996
- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
- THREE MONTHS ENDED SEPTEMBER 30, 1996, AND 1995
- CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY AS OF SEPTEMBER 30, 1996
- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AS OF JUNE 30,
1996, AND SEPTEMBER 30, 1996
- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. NOTES TO THE FINANCIAL STATEMENTS
ITEM 3. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
PART II. OTHER INFORMATION AND SIGNATURES
2
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
SEPT 30, 1996 DEC 31, 1995
(unaudited) (unaudited)
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $23,857 $123,544
Restricted cash 0 144,049
Accounts Receivable - related parties 45,697 42,165
Accounts Receivable 415,064 0
Notes Receivable net of allowance
for bad debt 940 940
------------- ------------
Total Current Assets 485,558 310,698
------------- ------------
Fixed Assets
Rental Property, at cost, net of accumulated depreciation 8,384,186 8,238,151
of $721,243 and $635,468 respectively
Homebuilding and Development 646,824 0
Furniture and fixture, at cost, net of accumulated
depreciation of $145,453 and $144,261 respectively 27,218 33,324
------------- ------------
Net Fixed Assets 9,058,228 8,271,475
------------- ------------
Other assets
Notes Receivable - related parties 131,419 65,426
Notes Receivable - shareholders 35,000 0
Intangible development costs 1,226,985 1,216,435
Investments in limited partnerships 0 0
Deferred charges 54,043 44,298
Prepaid salary 211,358 208,358
Other assets 55,765 38,179
------------- ------------
Total Other Assets 1,714,570 1,572,696
------------- ------------
Total Assets $11,258,356 $10,154,869
------------- ------------
------------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
<TABLE>
<CAPTION>
LIABILITIES AND EQUITY
SEPT 30, 1996 DEC 31, 1995
(unaudited) (audited)
------------- ------------
<S> <C> <C>
Current liabilities:
Accounts Payable - Administrative $149,256 $114,395
Other Current Liabilities - Administrative 102,938 87,027
Lines of Credit 69,178 73,295
Note payable to Stockholder 16,857 16,857
------------- ------------
Current Liabilities - Administrative 338,229 291,574
------------- ------------
Accounts Payable - Rental Properties 331,722 270,989
Accounts Payable - Homebuilding 50,017 $0
Other Current Liabilities - Rental Properties 392,431 176,137
Homebuilding Loans Payable 491,757 0
Notes payable - current portion 2,191,311 1,905,754
------------- ------------
Current Liabilities - Rental and Homebuilding 3,457,238 2,352,880
------------- ------------
Total Current Liabilities 3,795,467 2,644,454
------------- ------------
Long-term liabilities
Notes payable - Administration 416,620 470,468
Notes payable - Rental Properties 7,863,518 7,830,413
Less Current Portion of Long-Term Liabilities (2,191,311) (1,905,754)
------------- ------------
Total Long-term Debt 6,088,827 6,395,127
------------- ------------
Total Liabilities 9,884,294 9,039,581
------------- ------------
COMMITMENTS AND CONTINGENCIES 0 0
------------- ------------
STOCKHOLDERS' EQUITY
Common stock, 250,000,000 and Class A Preferred 10,000,000
authorized, par value $.001 and $.01; 9,942,700 Common
and 672,300 Class A Preferred issued 10,615 3,256
Additional paid-in capital 2,441,540 2,326,899
Accumulated deficit (1,078,093) (1,214,867)
------------- ------------
Total Stockholders' Equity 1,374,062 1,115,288
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $11,258,356 $10,154,869
------------- ------------
------------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPT 30 THREE MONTHS ENDED SEPT 30
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues:
Rental income $1,095,621 $899,594 $380,748 $304,605
Property management income 160,848 260,967 77,164 60,356
Homebuilding administration income 132,989 0 78,629 0
Homebuilding income 1,959,163 0 1,537,036 0
Administrative income 2,250 0 1,500 0
Commissions income 67,198 29,065 40,375 0
Other income 687,331 9,130 250,256 0
--------------- --------------- --------------- ---------------
Total Revenues 4,105,400 1,198,756 2,365,708 364,961
--------------- --------------- --------------- ---------------
Expenses
Depreciation and amortization 305,259 235,627 113,454 74,814
General and administrative 506,612 441,551 165,722 167,590
Homebuilding Costs 2,089,322 0 1,667,195 0
Property operation and administration 527,109 439,390 165,212 122,676
--------------- --------------- --------------- ---------------
Total Expenses 3,428,302 1,116,568 2,111,583 365,080
--------------- --------------- --------------- ---------------
Income (loss) from operations 677,098 82,188 254,125 (119)
--------------- --------------- --------------- ---------------
Other income (expense)
Interest income 1,801 4,633 2 4,036
Interest expense (541,325) (441,051) (168,478) (178,051)
--------------- --------------- --------------- ---------------
Total Other Income (Expense) (539,524) (436,418) (168,476) (174,015)
--------------- --------------- --------------- ---------------
Income (loss) before taxes 137,574 (354,230) 85,649 (174,134)
Income Taxes (800) (800) 0 0
--------------- --------------- --------------- ---------------
Net income (loss) $136,774 ($355,030) $85,649 ($174,134)
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
Net income (loss) per share $0.01 ($0.03) $0.01 ($0.02)
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Additional
------------------------------ Paid-in Accumulated
Shares Amount Capital Deficit
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance, March 31, 1995 3,186,150 $3,186 $2,241,455 ($667,582)
Class A stock issued for services 20,000 20 19,980 -
Class B stock issued for cash 50,000 50 99,950 -
Accrued dividends - - (34,486) -
Net income (loss) for the period from
April 1, 1995 through December 31, 1995 - - - (547,285)
--------------- --------------- --------------- ---------------
Balance, December 31, 1995 3,256,150 3,256 2,326,899 (1,214,867)
(unaudited)
Class A stock turned in at time of merger (2,920,000) (2,920) 2,920
Common Stock issued at merger (restricted) 8,867,700 8,868 93,088
Common Stock issued at merger (unrestricted) 1,075,000 1,075 (1,075)
Class B stock turned in at time of merger (336,150) (336) 336
Class A Preferred Stock issued at merger (restricted) 672,300 672 (672)
Additional Paid-in Capital 20,044
Net income (loss) for the period from
January 1, 1996 through September 30, 1996 136,774
--------------- --------------- --------------- ---------------
Balance at September 30, 1996 10,615,000 $10,615 $2,441,540 ($1,078,093)
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPT 30 SEPT 30 SEPT 30 SEPT 30
1996 1995 1996 1995
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $136,774 ($355,030) $85,649 ($174,134)
Adjustments to reconcile net earnings to net - - - -
cash provided by (used in) operating activities - - - -
Depreciation and amortization 305,259 235,727 113,454 74,814
Stock issued for Services - - - -
Changes in operating assets and liabilities - - - -
(Increase) decrease in restricted cash 144,049 - - -
Decrease (increase) in accounts and notes
receivable (415,064) (192,195) (9,183) 76,074
Decrease (increase) in accounts
receivable - related parties (104,525) 422,639 11,849 43,394
Decrease (increase) in other assets (30,331) (303,270) 17,335 (71,176)
Increase (decrease) in accounts payable 145,611 (340,403) (11,996) 77,938
Increase (decrease) in other liabilities 640,348 (81,636) 196,925 (87,543)
Increase (decrease) in Homebuilding Loans 491,757 - (107,507) -
Increase (decrease) in intangibles (10,550) 60,963 (5,486) (3,644)
------------- ------------- ------------- -------------
Net cash provided (used) by
Operating activities 1,303,328 (553,205) 291,040 (64,277)
------------- ------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (1,092,012) (1,768,711) (133,591) (714,723)
------------- ------------- ------------- -------------
Net cash provided (used) by
investing activities (1,092,012) (1,768,711) (133,591) (714,723)
------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable 0 0 (177,947) 0
Proceeds from long-term borrowings (433,003) 2,403,340 0 755,401
Proceeds from stock offerings 122,000 5,000 20,044 0
------------- ------------- ------------- -------------
Net cash provided (used) by
financing activities ($311,003) $2,408,340 ($157,903) $755,401
------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPT 30 SEPT 30 SEPT 30 SEPT 30
1996 1995 1996 1995
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
NET INCREASE IN CASH ($99,687) $86,424 ($454) ($23,559)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 123,544 9,253 24,311 119,236
------------- ------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END
OF YEAR $23,857 $95,677 $23,857 $95,677
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
SUPPLEMENTAL DISCLOSURE OF
NON-CASH ACTIVITIES
Common Stock issued for Notes Receivable $110,000 -
Common Stock issued for debt $7,000 - -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Interest paid, net of amount capitalized $582,015 $327,406 $208,369 $146,486
Income taxes paid - -
</TABLE>
The accompanying notes are an intergral part of these financial statements
8
<PAGE>
PEACOCK FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED STATEMENTS
QUARTER ENDED SEPTEMBER 30, 1996
NOTE 1: BASIS OF PRESENTATION
GENERAL
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q. Therefore, they do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. The Company (formerly
known as Connectivity and Technologies, Inc.), was formed on February 16, 1984.
Except as disclosed herein, there has been no material change in the information
disclosed in the notes to the financial statements included in the Company's
Form 8-K filed on February 8, 1996. In the opinion of Management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature. Operating results for the quarter ended
September 30, 1996, are not necessarily indicative of the results that can be
expected for the year ended December 31, 1996.
NOTE 2: STOCK SPLIT
At the Company's stockholder's meeting held on February 27, 1996, the
stockholders approved a two hundred (200) share for one (1) share reverse split
of the outstanding common shares from 215,000,000 to 1,075,000.
NOTE 3: SUBSEQUENT EVENTS
On March 27, 1996, an Acquisition Agreement and Plan of Reorganization,
dated February 27, 1996, was signed by and between the Company and Peacock
Financial Corporation ("Peacock") pursuant to which the Company acquired 100% of
the assets of Peacock, subject to liabilities, in exchange for 7,767,702 shares
of the Company's $.001 par value common stock, constituting 78% of the 8,842,702
common shares of the Company outstanding after the transaction; and 672,300 par
value $.01 preferred shares of the Company. A true and correct copy of the
Acquisition Agreement and Plan of Reorganization is included in the Company's
Form 8-K filed on February 8, 1996.
9
<PAGE>
ITEM 3: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Peacock Financial Corporation, a developer in Southern California,
assembles and processes entitlement of land for master-planned communities,
builds entry-level homes and acquires distressed properties for rehabilitation.
The Company's most recent developments are near the Eastside Reservoir, a $3
billion project under construction in central Riverside County which will be the
largest lake in Southern California. Metropolitan Water District, the developer
of the project, estimates the reservoir-recreation complex will be completed in
2.5 years and will attract 1.8 million visitors annually.
RESULTS OF OPERATION
MATERIAL CHANGES IN FINANCIAL CONDITION
September 30, 1996, compared to June 30, 1996:
In May 1996, the Company was awarded a tax credit by the State of
California in relation to its Canyon Shadows apartments. In June 1996 the
Company entered into an agreement to sell 99% of its interest in Canyon Shadows
apartments and its tax credit to a group of investors. This agreement was
expected to be completed by the end of the third quarter but will be completed
in the fourth quarter.
MATERIAL CHANGES IN RESULTS OF OPERATION
Three months ended September 30, 1996, and 1995:
Revenue of the Company for the three months ended September 30, 1996,
increased $2,000,747 or 550% over the same period in 1995. This increase
primarily is attributable to home building construction and commission income
from sale of homes for projects the Company manages as a general partner for
various entities.
Income from operations for the three months ended September 30, 1996,
increased $254,244 over the same period in 1995 due to home sales on projects
owned by the corporation.
Administrative expenses for the three months ended September 30, 1996,
decreased ($1,868) or (1%) over the same period in 1995.
Depreciation and amortization expense for the three months ended
September 30, 1996, increased $38,640 or 52% over the same period in 1995 due to
the increase in the number of rental properties.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company is not involved in any litigation that would have a material
adverse effect on the Company; and the officers and directors are aware of no
threatened or pending litigation which would have a material, adverse effect on
the Company.
ITEM 2: CHANGES IN SECURITIES
Not applicable.
ITEM 3: DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4: SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
None.
ITEM 5: OTHER INFORMATION
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - none.
11
<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.
PEACOCK FINANCIAL CORPORATION
SIGNED
11/21/96 /s/ Steven R. Peacock
- - -------------------- ---------------------------------------
Date Steven R. Peacock
President and Chief Executive Officer
SIGNED
11/21/96 /s/ Jo-Ann King
- - -------------------- ---------------------------------------
Date Jo-Ann King
Secretary/Treasurer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 23,857
<SECURITIES> 0
<RECEIVABLES> 460,761
<ALLOWANCES> 940
<INVENTORY> 0
<CURRENT-ASSETS> 485,558
<PP&E> 9,058,228
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,258,356
<CURRENT-LIABILITIES> 3,795,467
<BONDS> 0
0
672
<COMMON> 9,943
<OTHER-SE> 1,363,447
<TOTAL-LIABILITY-AND-EQUITY> 11,258,356
<SALES> 1,537,036
<TOTAL-REVENUES> 2,365,708
<CGS> 1,667,195
<TOTAL-COSTS> 2,111,583
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 168,476
<INCOME-PRETAX> 85,649
<INCOME-TAX> 0
<INCOME-CONTINUING> 85,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 85,649
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
