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 March 31, 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 O-10695
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REGENCY EQUITIES CORP.
(Exact name of registrant as specified in its charter)
Delaware 23-2298894
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
3660 Wilshire Boulevard, Suite 336 Los Angeles, CA 90010-2709
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (310) 827-9604
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
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 May 8,
1995 is 87,283,661.<PAGE>
<PAGE>
REGENCY EQUITIES CORP.
INDEX
Page
----
Part I Financial information
Item 1. Financial statements
Balance sheets as of March 31, 1995
(Unaudited) and December 31, 1994 . . . . . . . . . . . .1
Statements of operations for the three
months ended March 31, 1995 and 1994
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . .2
Statement of changes in shareholders' equity
for the three months ended March 31, 1995
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . .3
Statements of cash flows for the three months
ended March 31, 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>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY EQUITIES CORP.
BALANCE SHEETS
March 31,
1995 December 31,
(Unaudited) 1994
---------- ------------
ASSETS
Cash $ 2,052,289 $15,298,990
Interest receivable, net of reserve
for collectibility of $187,937 in
1995 and 1994 - -
Rent receivable 93,863 105,441
Rental property owned, net of write
down for possible loss of $215,000
and accumulated depreciation of
$208,539 in 1995 and $196,272 in
1994 1,047,902 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
----------- -----------
$ 3,622,724 $16,893,270
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued
expenses $ 241,704 $ 60,660
Income taxes payable 1,860 5,720
----------- -----------
243,564 66,380
----------- -----------
CONTINGENCIES
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 ( 45,154,007) ( 31,706,277)
----------- -----------
3,379,160 16,826,890
----------- -----------
$ 3,622,724 $16,893,270
=========== ===========
See accompanying notes to financial statements<PAGE>
<PAGE>
REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
1 9 9 5 1 9 9 4
------------ ------------
REVENUES:
Interest income $ 84,901 $ 103,038
Rental income 65,880 70,125
----------- -----------
TOTAL REVENUES 150,781 173,163
----------- -----------
EXPENSES:
Administrative expense 133,077 39,484
Professional fees 345,938 63,932
Rental expense 25,485 30,495
----------- -----------
TOTAL EXPENSES 504,500 133,911
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INCOME (LOSS) BEFORE INCOME TAXES ( 353,719) 39,252
PROVISION FOR INCOME TAXES 1,462 16,452
----------- -----------
NET INCOME (LOSS) ($ 355,181) $ 22,800
=========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 87,283,661 87,283,661
=========== ===========
INCOME (LOSS) PER SHARE ($ .004) $ .000
=========== ===========
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 income for the
three months ended
March 31, 1995 ( 355,181)
---------- ----------- ----------- -----------
Balance at
March 31, 1995 87,283,661 $ 872,836 $47,660,331 ($45,154,007)
========== =========== =========== ===========
See accompanying notes to financial statements<PAGE>
<PAGE>
REGENCY EQUITIES CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
------------------------------
1 9 9 5 1 9 9 4
------------- ------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss) ($ 355,181) $ 22,800
Adjustments to reconcile net
income (loss) to net cash provided
by (used in) operating activities:
Depreciation 12,267 12,268
Changes in operating assets and
liabilities:
Rent receivable 11,578 12,328
Interest receivable, net 39,205
Accounts payable and accrued expenses 181,044 1,623
Deferred income taxes 12,642
Income taxes payable ( 3,860) 2,400
----------- -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES ( 154,152) 103,266
CASH FLOWS FROM FINANCING
ACTIVITIES:
Dividends paid ( 13,092,549)
----------- -----------
NET INCREASE (DECREASE) IN CASH ( 13,246,701) 103,266
CASH BEGINNING OF PERIOD 15,298,990 14,930,811
----------- -----------
CASH END OF PERIOD $ 2,052,289 $15,034,077
=========== ===========
See accompanying notes to financial statements<PAGE>
<PAGE>
Regency Equities Corp.
Notes to Financial Statements
March 31, 1995
(Unaudited)
1. Significant accounting policies
Significant accounting policies of Regency Equities Corp. 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 March 31, 1995, the statements of operations
for the three month periods ended March 31, 1995 and 1994, the
statement of changes in shareholders' equity for the three months
ended March 31, 1995, and the statements of cash flows for the three
month periods ended March 31, 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 pursuant
to 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 statements. 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 March 31, 1995 and the results of
its operations and cash flow for the three month period 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>
<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 first quarter of 1995, the Company recorded a net loss of
$353,719 before income taxes compared to net income of $39,252 for the same
period of 1994. The decrease resulted principally from (i) a decrease in
interest income of $18,137 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%); (ii) an increase in
administrative expenses of $93,593 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 $282,006 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 stockholders' equity, respectively, as of
December 31, 1994. <PAGE>
<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:
On February 22, 1995, the Company filed with the Securities and
Exchange Commission a Current Report on Form 8-K dated
February 21, 1995, which covered Item 5 (Other Events) of Form 8-K
and which described the cash dividend paid by the Company on
February 7, 1995.<PAGE>
<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.
---------------------------
(Registrant)
DATE: May 9, 1995 By /s/ ALLAN L. CHAPMAN
----------------------------------
Allan L. Chapman
Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
DATE: May 9, 1995 By /s/ MORRIS ENGEL
----------------------------------
Morris Engel
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)<PAGE>
<PAGE>
REGENCY EQUITIES CORP.
QUARTERLY REPORT ON FORM 10-Q
INDEX TO EXHIBITS
Exhibit
Number Description
- - ------- -----------
27.1 Financial Data Schedule (included only in the electronic
filing)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF REGENCY EQUITIES CORP. FOR THE PERIOD ENDED MARCH 31,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 2,052,289
<SECURITIES> 0
<RECEIVABLES> 1,131,800
<ALLOWANCES> (637,937)
<INVENTORY> 0
<CURRENT-ASSETS> 2,146,152
<PP&E> 1,256,441
<DEPRECIATION> (208,539)
<TOTAL-ASSETS> 3,622,724
<CURRENT-LIABILITIES> 243,564
<BONDS> 0
<COMMON> 872,836
0
0
<OTHER-SE> 2,506,324
<TOTAL-LIABILITY-AND-EQUITY> 3,622,724
<SALES> 0
<TOTAL-REVENUES> 150,781
<CGS> 0
<TOTAL-COSTS> 25,485
<OTHER-EXPENSES> 479,015
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (353,719)
<INCOME-TAX> 1,462
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (355,181)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
</TABLE>
