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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NO. 1-7949
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REGENCY AFFILIATES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 72-0888772
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
729 South Federal Hwy., Suite 307, Stuart, Fl. 34994
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(Address of principal executive offices) (Zip Code)
10842 Old Mill Road, # 5B, Omaha, NE 68154
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(Address of administrative offices) (Zip Code)
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Registrant's Telephone Number (executive office), including Area Code: (561-220-7662)
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Registrant's Telephone Number (administrative office), including Area Code: (402-330-7460)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Name of Each Exchange
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Title of Each Class on Which Registered
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Common Stock, $0.40 Par Value None
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT.
______________________________ None ______________________________
(Title of Class)
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Liquidity and Capital Resources.
The investment in Security is estimated to provide the Company with
management fees of approximately $100,000 per annum until 2003. In the year
ending December 31, 1998, the Company's income from its equity investment in the
Partnership was $3,950,090. These funds, however, are presently committed for
the amortization of the outstanding principal balance on Security's real estate
mortgage and, while the Company's equity investment has increased to
$15,799,631, the partnership does not provide liquidity to the Company in excess
of the $100,000 annual management fee. The Company has, however, been successful
in obtaining financing with respect to this investment.
On March 15, 1998, Rustic Crafts purchased a building of 126,000 square
feet located near the current facility in Scranton, Pennsylvania. The cost of
acquiring and equipping this facility of approximately $2 million is being
funded by new borrowings from PNC Bank in the form of a first mortgage in the
amount of $960,000, a construction line of credit of $410,000 and equipment
financing of $400,000. This new facility will significantly increase the
operating capacity and enable Rustic Crafts to more efficiently meet its current
order backlog and increase its customer base. Rustic Crafts has recently
employed a new President who has substantial industry background and plans to
increase its sales and distribution of both manufactured and imported products.
Management anticipates that Rustic Crafts will provide significant cash
distributions for use by the Company.
On the date of acquisition of the new facility, a tenant was renting
23,000 square feet of this facility at a base rent of $17,400 per year plus an
allocable share of the real estate taxes. The Company intends to maintain this
tenant relationship on an ongoing basis. As of August 15, 1998, the Company
rented an additional 28,000 square feet at an annual minimum rent of $71,680 and
plans to occupy the remainder of this facility for operations.
The Company experimented during 1997 for a one month period by
installing aggregate crushing and marketing operations at the Groveland Mine in
an informal joint venture with another company. The Company marketed
approximately 60,000 tons of aggregate rock and had revenue from all sources of
approximately $92,000 during the year ended December 31, 1998. Based on this
experiment, the Company is attempting to establish a permanent infrastructure
to commercialize the inventory of previously quarried and stockpiled aggregate
at the Groveland Mine in conjunction with an experienced aggregate supply
company. At this time there is no assurance that such
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 AFFILIATES, INC.
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(Registrant)
April 15, 1999 By: /s/William R. Ponsoldt Sr., President
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Date William R. Ponsoldt, President
By: /s/ Douglas F. Long
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Douglas F. Long, CFO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
DATE SIGNATURE AND TITLE
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April 15, 1999 By: /s/ William R. Ponsoldt
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Date William R. Ponsoldt, President
and Director
April 15, 1999 /s/ Stephanie Carey
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Date Stephanie Carey,
Director
April 15, 1999 /s/ Martin J. Craffey
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Date Martin J. Craffey,
Director
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April 15, 1999 /s/ Larry J. Horbach
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Date Larry J. Horbach,
Director
April 15, 1999 /s/ Pamlyn Kelly, Ph.D.
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Date Pamlyn Kelly, Ph.D.,
Director
April 15, 1999 /s/ William R. Ponsoldt, Jr.
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Date William R. Ponsoldt, Jr.,
Director
April 15, 1999 /s/ Fredric R. Lowe
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Date Fredric R. Lowe,
Director
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