SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1996
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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
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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 July 25, 1996 is 87,283,661.
REGENCY EQUITIES CORP.
INDEX
Page
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Part I Financial information
Item 1. Financial statements
Balance sheets as of June 30, 1996
(Unaudited) and December 31, 1995. . . . . . . . . . . . .
. .1
Statements of operations for the three
months and six months ended June 30, 1996
and 1995 (Unaudited) . . . . . . . . . . . . . . . . . . .
. 2
Statement of changes in shareholders' equity
for the six months ended June 30, 1996
(Unaudited). . . . . . . . . . . . . . . . . . . . . . . .
. .3
Statements of cash flows for the six months
ended June 30, 1996 and 1995 (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 6 DECEMBER
31,
(Unaudited) 1 9 9
5
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- ----------
ASSETS
Cash $ 2,865,768 $
2,975,808
Rent receivable 100,358
100,989
Rental property owned, net of write
down for possible loss of $215,000
and accumulated depreciation of
$269,874 in 1996 and $245,340 in
1995 986,567
1,011,101
Deferred income taxes 136,296
151,822
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- -----------
$ 4,088,989 $
4,239,720
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===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 27,749 $
211,778
Income taxes payable 860
1,320
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- ----------
28,609
213,098
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SHAREHOLDERS' EQUITY
Preferred stock, par value $.01 per
share, authorized 5,000,000 shares;
none issued
Common stock, par value $.01 per
share, authorized 125,000,000 shares;
issued and outstanding 87,283,661
shares 872,836
872,836
Additional paid-in capital 47,660,331
47,660,331
Accumulated deficit ( 44,472,787) (
44,506,545)
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4,060,380
4,026,622
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$ 4,088,989 $
4,239,720
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===========
See accompanying notes to financial statements
<PAGE>
REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED SIX MONTHS
ENDED
JUNE 30, JUNE 30,
1 9 9 6 1 9 9 5 1 9 9 6 1
9 9 5
REVENUES
Interest income $ 29,379 $ 22,622 $ 62,669 $
107,523
Rental income 67,194 64,633 134,706
130,513
Total revenues 96,573 87,255 197,375
238,036
EXPENSES
Administrative 25,177 31,485 50,819
164,562
expense
Professional fees ( 3,046) 31,622 41,349
377,560
Rental expense 26,837 24,275 53,863
49,759
Total expenses 48,968 87,382 146,031
591,881
Income (loss) 47,605 ( 127) 51,344
(353,845)
before income
taxes
PROVISION (BENEFIT) 15,455 ( 1) 17,586
1,461
FOR INCOME TAXES
Net income $ 32,150 ($ 126) $ 33,758 ($
355,306)
(loss)
WEIGHTED AVERAGE
NUMBER OF SHARES 87,283,661 87,283,661 87,283,661
87,283,661
OUTSTANDING
INCOME (LOSS) $ .001 $ .000 $ .001 ($
.004)
PER SHARE
See accompanying notes to financial statements
<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, 1995 87,283,661 $872,836 $47,660,331
($44,506,545)
Net income for the
six months ended
June 30, 1996
33,758
BALANCE AT
June 30, 1996 87,283,661 $872,836 $47,660,331
($44,472,787)
See accompanying notes to financial statements
<PAGE>
REGENCY EQUITIES CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
JUNE 30,
1 9 9 6 1 9 9
5
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Net income (loss) $ 33,758 ($
355,306)
Adjustments to reconcile net
income (loss) to net cash used
in operating activities:
Depreciation 24,534
24,534
Change in operating assets and
liabilities:
Rent receivable 631
5,022
Deferred income taxes 15,526
Accounts payable and accrued ( 184,029)
160,320
expenses
Income taxes payable ( 460) (
4,660)
NET CASH USED IN OPERATING ACTIVITIES ( 110,040) (
170,090)
CASH FLOW FROM FINANCING
ACTIVITIES:
Dividends paid (
13,092,549)
NET DECREASE IN CASH ( 110,040) (
13,262,639)
CASH - BEGINNING OF PERIOD 2,975,808
15,298,990
CASH - END OF PERIOD $ 2,865,768 $
2,036,351
See accompanying notes to financial statements
<PAGE>
Regency Equities Corp.
Notes to Financial Statements
June 30, 1996
(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, 1995, together with certain
procedural
disclosures.
2. Basis of reporting
The balance sheet as of June 30, 1996, the statements of
operations for
the three month periods ended June 30, 1996 and 1995 and the six
month
periods ended June 30, 1996 and 1995, the statement of changes
in
shareholders' equity for the six months ended June 30, 1996 and
the
statements of cash flows for the six month periods ended June
30, 1996
and 1995 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, 1996 and the results of its operations and
cash
flows 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,
1995.
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.
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 1996, the Company recorded a net income
of
$47,605 before income taxes compared to net loss of $127 for the same
period
of 1995. The increase resulted principally from a decrease in
professional
fees of $34,668 primarily attributable to legal fees incurred in
connection
with a proxy contest.
During the six months ended June 30, 1996, the Company recorded net
income
of $51,344 before income taxes compared to a net loss of $353,845 for
the
same period of 1995. The increase in net income resulted principally
from
(i) a decrease in administrative expenses of $113,743 primarily due to
decreases in shareholders' meeting costs and directors' fees
attributable to
a proxy contest involving the Company; and (ii)a decrease in
professional
fees of $336,211 primarily attributable to legal fees incurred in
connection
with the proxy contest. The increase in income was offset in part by
a
decrease in interest income of $44,854 caused by the decrease in cash
earning interest attributable to the $13,092,549 dividend. Reference
is
made to the Company's annual report on Form 10-K for the year ended
December
31, 1995 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.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 10.1 Stock Purchase Agreement dated as of June
10, 1996
among Evergreen Acceptance Corporation,
Regency
Equities Corp. and the selling
shareholders named
in the Stock Purchase Agreement,
incorporated
herein by this reference to Exhibits 1
and 2 to
Amendment No. 13 dated May 13, 1996 to a
Schedule
13D filed by First Lincoln Holdings, Inc.
and
Evergreen Acceptance Corporation and
Amendment No.
14 dated June 12, 1996 to said Schedule
13D filed
by First Lincoln Holdings, Inc. and
Evergreen
Acceptance Corporation.
Exhibit 27.1 Financial Data Schedule (included only in
the
electronic filing).
(b) Reports on Form 8-K
On June 21, 1996, the Company filed with the Securities and
Exchange Commission a current report on Form 8-K dated June
20,
1996, which covered Item 1 (change in control of the
Registrant)
of Form 8-K and which described the change in control of
the
Company which occured on June 11, 1996.
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, 1996 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, 1996 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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10.1 Stock Purchase Agreement dated as of June 10, 1996
among Evergreen Acceptance Corporation, Regency
Equities Corp. and the selling shareholders named in
the Stock Purchase Agreement, incorporated herein by
this reference to Exhibits 1 and 2 to Amendment No.
13
dated May 13, 1996 to a Schedule 13D filed by First
Lincoln Holdings, Inc. and Evergreen Acceptance
Corporation and Amendment No. 14 dated June 12, 1996
to said Schedule 13D filed by First Lincoln Holdings,
Inc. and Evergreen Acceptance Corporation.
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 JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000046656
<NAME> REGENCY EQUITIES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,865,768
<SECURITIES> 0
<RECEIVABLES> 100,358
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,966,126
<PP&E> 1,256,441
<DEPRECIATION> (269,874)
<TOTAL-ASSETS> 4,088,989
<CURRENT-LIABILITIES> 28,609
<BONDS> 0
0
0
<COMMON> 872,836
<OTHER-SE> 3,187,544
<TOTAL-LIABILITY-AND-EQUITY> 4,088,989
<SALES> 0
<TOTAL-REVENUES> 197,375
<CGS> 0
<TOTAL-COSTS> 53,863
<OTHER-EXPENSES> 92,168
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 51,344
<INCOME-TAX> 17,586
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,758
<EPS-PRIMARY> .001
<EPS-DILUTED> .001
</TABLE>
