SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 0-10695
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REGENCY EQUITIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 23-2298894
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
3660 WILSHIRE BOULEVARD, SUITE 336 LOS ANGELES, CA 90010
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 310-827-9604
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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
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. Number of
Shares of Common Stock outstanding as of August 4, 1995 is 87,283,661.
<PAGE>
REGENCY EQUITIES CORP.
INDEX
Page
----
Part I Financial information
Item 1. Financial statements
Balance sheets as of June 30, 1995
(Unaudited) and December 31, 1994. . . . . . . . . . . . . . . 1
Statements of operations for the three
months and six months ended June 30, 1995
and 1994 (Unaudited) . . . . . . . . . . . . . . . . . . . . . 2
Statement of changes in shareholders' equity
for the six months ended June 30, 1995
(Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of cash flows for the six months
ended June 30, 1995 and 1994 (Unaudited) . . . . . . . . . . . 4
Notes to financial statements (Unaudited) . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis
of financial condition and results
of operations. . . . . . . . . . . . . . . . . . . . . . . . . 6
Part II Other information
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 7
Signature Page. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY EQUITIES CORP.
BALANCE SHEETS
JUNE, 30
1 9 9 5 DECEMBER 31,
(Unaudited) 1 9 9 4
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ASSETS
Cash $ 2,036,351 $15,298,990
Interest receivable, net of reserve
for collectibility of $187,937 in
1995 and 1994 - -
Rent receivable 100,419 105,441
Rental property owned, net of write
down for possible loss of $215,000
and accumulated depreciation of
$220,806 in 1995 and $196,272 in
1994 1,035,635 1,060,169
Deferred income taxes 28,670 28,670
Mortgage receivable, net of reserve
for collectibility of $450,000 in
1995 and 1994 400,000 400,000
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$ 3,601,075 $16,893,270
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 220,980 $ 60,660
Income taxes payable 1,060 5,720
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222,040 66,380
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SHAREHOLDERS' EQUITY
Preferred stock, par value $.01 per
share, authorized 5,000,000 shares;
none issued
Common stock, par value $.01 per
share, authorized 125,000,000 shares;
issued and outstanding 87,283,661
shares 872,836 872,836
Additional paid-in capital 47,660,331 47,660,331
Accumulated deficit ( 45,154,132) ( 31,706,277)
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3,379,035 16,826,890
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$ 3,601,075 $16,893,270
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See accompanying notes to financial statements
<PAGE>
<PAGE>
<TABLE>
REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
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1 9 9 5 1 9 9 4 1 9 9 5 1 9 9 4
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<S> <C> <C> <C> <C>
REVENUES
Interest income $ 22,622$ 115,259 $ 107,523$ 218,297
Rental income 64,633 56,190 130,513 126,316
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Total revenues 87,255 171,449 238,036 344,61
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EXPENSES
Administrative expense 31,485 27,062 164,562 66,547
Professional fees 31,622 33,836 377,560 97,768
Rental expense 24,275 19,812 49,759 50,307
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Total expenses 87,382 80,710 591,881 214,622
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Income (loss) before income taxes( 127) 90,739 (353,845) 129,991
PROVISION (BENEFIT) FOR INCOME TAXES( 1) 34,752 1,461 51,204
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Net income (loss) ($ 126)$ 55,987($ 355,306)$ 78,787
====================== ======================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 87,283,661 87,283,661 87,283,661 87,283,661
====================== ======================
INCOME (LOSS) PER SHARE $ .000 $ .001 ($ .004) $ .001
========== ========= ========= =========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<PAGE>
REGENCY EQUITIES CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
COMMON STOCK
----------------------- ADDITIONAL
NUMBER OF PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT
---------- -------- ----------- -----------
BALANCE AT
December 31, 1994 87,283,661 $872,836 $47,660,331 ($31,706,277)
Dividends paid ( 13,092,549)
Net loss for the
six months ended
June 30, 1995 ( 355,306)
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BALANCE AT
June 30, 1995 87,283,661 $872,836 $47,660,331 ($45,154,132)
========== ======== =========== ===========
See accompanying notes to financial statements
<PAGE>
REGENCY EQUITIES CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
JUNE 30,
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1 9 9 5 1 9 9 4
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CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Net (loss) income ($ 355,306) $ 78,787
Adjustments to reconcile net
(loss) income to net cash provided
by (used in) operating activities:
Depreciation 24,534 24,535
Change in operating assets and
liabilities:
Rent receivable 5,022 14,840
Interest receivable, net 40,228
Deferred income taxes 47,394
Accounts payable and accrued expenses 160,320 ( 15,831)
Income taxes payable ( 4,660) 1,600
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NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES ( 170,090) 191,553
CASH FLOW FROM FINANCING
ACTIVITIES:
Dividends paid ( 13,092,549)
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NET (DECREASE) INCREASE IN CASH (13,262,639) 191,553
CASH - BEGINNING OF PERIOD 15,298,990 14,930,811
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CASH - END OF PERIOD $ 2,036,351 $15,122,364
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See accompanying notes to financial statements
<PAGE>
Regency Equities Corp.
Notes to Financial Statements
June 30, 1995
(Unaudited)
1. Significant accounting policies
Significant accounting policies of Regency Equities Corp. (the
Company) are set forth in its Annual Report on Form 10-K as filed by
the Company for the year ended December 31, 1994, together with
certain procedural disclosures.
2. Basis of reporting
The balance sheet as of June 30, 1995, the statements of operations
for the three month periods ended June 30, 1995 and 1994 and the six
month periods ended June 30, 1995 and 1994, the statement of changes
in shareholders' equity for the six months ended June 30, 1995 and the
statements of cash flows for the six month periods ended June 30, 1995
and 1994 have been prepared by the Company without audit. The
accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statement presentation. In the
opinion of management, such statements include all adjustments
(consisting only of normal recurring items) which are considered
necessary for a fair presentation of the financial position of the
Company at June 30, 1995 and the results of its operations and cash
flow for the three month and six month periods then ended. It is
suggested that these financial statements be read in conjunction with
the financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31,
1994.
3. Rental property
Real estate owned consists of a shopping center in Grand Rapids,
Michigan. Two tenants lease space in the shopping center. The leases
expire on July 10, 1997 and August 31, 1999.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Material changes in financial condition
There was a material change in the Company's financial condition during the
quarter ended March 31, 1995 arising from the payment of a cash dividend of
$13,092,549 (see "Dividend" below).
Results of Operations
During the second quarter of 1995, the Company recorded a net loss of $127
before income taxes compared to net income of $90,739 for the same period
of 1994. The decrease resulted principally from a decrease in interest
income of $92,637 caused by the decrease in the amount of cash earning
interest attributable to the $13,092,549 dividend (offset in part by an
increase in interest rates of approximately 1.5%).
During the six months ended June 30, 1995, the Company recorded a net loss
of $353,845 before income taxes compared to net income of $129,991 for the
same period of 1994. The decrease resulted principally from (i) a decrease
in interest income of $110,774 caused by the decrease in cash earning
interest attributable to the $13,092,549 dividend (offset in part by an
increase in interest rates of approximately 1.3%); (ii) an increase in
administrative expenses of $98,015 primarily due to increases in
shareholders' meeting costs and directors' fees attributable to a proxy
contest between the Company and the Regency Shareholders Committee; and
(iii) an increase in professional fees of $279,792 primarily attributable
to legal fees incurred in connection with the proxy contest. Reference is
made to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 for a more detailed discussion of the proxy contest.
Dividend
The Company paid a cash dividend on February 7, 1995 of $13,092,549 ($.15
per share) to shareholders which represented approximately 77.5% and 77.8%
of the Company's assets and shareholders' equity, respectively, as of
December 31, 1994.
<PAGE>
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27.1 Financial Data Schedule (included only in the
electronic filing).
(b) Reports on Form 8-K
None.
<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.
REGENCY EQUITIES CORP.
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(Registrant)
DATE: August 10, 1995 By /s/ ALLAN L. CHAPMAN
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Allan L. Chapman
Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
DATE: August 10, 1995 By /s/ MORRIS ENGEL
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Morris Engel
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
<PAGE>
REGENCY EQUITIES CORP.
QUARTERLY REPORT ON FORM 10-Q
INDEX TO EXHIBITS
Exhibit
Number Description
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27.1 Financial Data Schedule (included only in the
electronic filing)
[ARTICLE] 5
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF REGENCY EQUITIES CORP. FOR THE PERIOD ENDED JUNE 30,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] JUN-30-1995
[CASH] 2,036,351
[SECURITIES] 0
[RECEIVABLES] 1,138,356
[ALLOWANCES] (637,937)
[INVENTORY] 0
[CURRENT-ASSETS] 2,136,770
[PP&E] 1,256,441
[DEPRECIATION] (220,806)
[TOTAL-ASSETS] 3,601,075
[CURRENT-LIABILITIES] 222,040
[BONDS] 0
[COMMON] 872,836
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 2,506,199
[TOTAL-LIABILITY-AND-EQUITY] 3,601,075
[SALES] 0
[TOTAL-REVENUES] 238,036
[CGS] 0
[TOTAL-COSTS] 49,759
[OTHER-EXPENSES] 542,122
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (353,845)
[INCOME-TAX] 1,461
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (355,306)
[EPS-PRIMARY] (.004)
[EPS-DILUTED] (.004)
</TABLE>
