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 March 31, 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 O-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 90010-2709
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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
--
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 6, 1996 is 87,283,661.
<PAGE>
REGENCY EQUITIES CORP.
INDEX
Page
----
Part I Financial information
Item 1. Financial statements
Balance sheets as of March 31, 1996
(Unaudited) and December 31, 1995. . . . . . . . . . 1
Statements of operations for the three
months ended March 31, 1996 and 1995
(Unaudited). . . . . . . . . . . . . . . . . . . . . 2
Statement of changes in shareholders' equity
for the three months ended March 31, 1996
(Unaudited). . . . . . . . . . . . . . . . . . . . . 3
Statements of cash flows for the three months
ended March 31, 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
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY EQUITIES CORP.
BALANCE SHEETS
March 31,
1996 December 31,
(Unaudited) 1995
------------ ------------
ASSETS
Cash $ 2,981,960 $ 2,975,808
Rent receivable 92,255 100,989
Rental property owned, net of write
down for possible loss of $215,000
and accumulated depreciation of
$257,607 in 1996 and $245,340 in
1995 998,834 1,011,101
Deferred income taxes 151,751 151,822
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$ 4,224,800 $ 4,239,720
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued
expenses $ 194,912 $ 211,778
Income taxes payable 1,660 1,320
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196,572 213,098
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CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01
per share, authorized 5,000,000
shares; none issued
Common stock, par value $.01
per share, authorized
125,000,000 shares; issued and
outstanding 87,283,661 shares 872,836 872,836
Additional paid-in capital 47,660,331 47,660,331
Accumulated deficit ( 44,504,939) ( 44,506,545)
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4,028,228 4,026,622
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$ 4,224,800 $ 4,239,720
=========== ===========
See accompanying notes to financial statements
PAGE
<PAGE>
REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
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1 9 9 6 1 9 9 5
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REVENUES:
Interest income $ 33,290 $ 84,901
Rental income 67,512 65,880
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TOTAL REVENUES 100,802 150,781
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EXPENSES:
Administrative expense 25,642 133,077
Professional fees 44,395 345,938
Rental expense 27,028 25,485
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TOTAL EXPENSES 97,065 504,500
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INCOME (LOSS) BEFORE INCOME TAXES 3,737 ( 353,719)
PROVISION FOR INCOME TAXES 2,131 1,462
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NET INCOME (LOSS) $ 1,606 ($ 355,181)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 87,283,661 87,283,661
=========== ===========
INCOME (LOSS) PER SHARE $ .000 ($ .004)
=========== ===========
See accompanying notes to financial statements
PAGE
<PAGE>
REGENCY EQUITIES CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
Common Stock Additional
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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 three
months ended
March 31, 1996 1,606
---------- ----------- ----------- -----------
Balance at
March 31, 1996 87,283,661 $ 872,836 $47,660,331 ($44,504,939)
========== =========== =========== ===========
See accompanying notes to financial statements
PAGE
<PAGE>
REGENCY EQUITIES CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
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1 9 9 6 1 9 9 5
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CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss) $ 1,606 ($ 355,181)
Adjustments to reconcile net
income (loss) to net cash provided
by (used in) operating activities:
Depreciation 12,267 12,267
Changes in operating assets and
liabilities:
Rent receivable 8,734 11,578
Accounts payable and accrued expenses ( 16,866) 181,044
Deferred income taxes 71
Income taxes payable 340 ( 3,860)
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NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 6,152 ( 154,152)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Dividends paid ( 13,092,549)
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NET INCREASE (DECREASE) IN CASH 6,152 ( 13,246,701)
CASH BEGINNING OF PERIOD 2,975,808 15,298,990
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CASH END OF PERIOD $ 2,981,960 $ 2,052,289
=========== ===========
See accompanying notes to financial statements
PAGE
<PAGE>
Regency Equities Corp.
Notes to Financial Statements
March 31, 1996
(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, 1995, together with certain procedural
disclosures.
2. Basis of reporting
The balance sheet as of March 31, 1996, the statements of
operations for
the three month periods ended March 31, 1996 and 1995, the
statement of
changes in shareholders' equity for the three months ended March
31,
1996, and the statements of cash flows for the three month
periods ended
March 31, 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 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, 1996
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, 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 first quarter of 1996, the Company recorded net income of
$3,737
before income taxes compared to a net loss of $353,719 for the same
period of
1995. The increase in net income resulted principally from (i) a
decrease in
administrative expenses of $107,435 primarily due to decreases in
shareholders' meeting costs and directors' fees attributable to a
proxy
contest between the Company and the Regency Shareholders Committee;
and (ii)
a decrease in professional fees of $301,543 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 $51,611 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 stockholders' equity, respectively, as of
December 31,
1994.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
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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: May 9, 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: May 9, 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
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, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,981,960
<SECURITIES> 0
<RECEIVABLES> 92,255
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,074,215
<PP&E> 1,256,441
<DEPRECIATION> (257,607)
<TOTAL-ASSETS> 4,224,800
<CURRENT-LIABILITIES> 196,572
<BONDS> 0
0
0
<COMMON> 872,836
<OTHER-SE> 3,155,392
<TOTAL-LIABILITY-AND-EQUITY> 4,224,800
<SALES> 0
<TOTAL-REVENUES> 100,802
<CGS> 0
<TOTAL-COSTS> 27,028
<OTHER-EXPENSES> 70,037
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,737
<INCOME-TAX> 2,131
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,606
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
