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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
________ _________
Commission File Number 0-10695
______________________________
REGENCY EQUITIES CORP.
______________________
(Exact name of registrant as specified in its charter)
Delaware 23-2298894
________ __________
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3660 Wilshire Boulevard, Suite 336
__________________________________
Los Angeles, California 90010
____________________________
(Address of principal executive offices and zip code)
(310) 827-9604
______________
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
__________________________________________________________
None
Securities registered pursuant to Section 12(g) of the Act:
__________________________________________________________
Common stock ($.01 par value)
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting securities held by
nonaffiliates of the registrant as of March 8, 1996, based upon the average
of the bid and asked prices on that date, was approximately $582,228. For
purposes of this calculation, all officers and directors of the registrant
were considered affiliates, as were all beneficial owners (whether
individuals, entities or groups) of more then ten percent of the
registrant's Common Stock.
Number of shares of Common Stock, par value $.01, outstanding as of
March 8, 1996: 87,283,661.
Documents Incorporated by Reference: None.
PART I
Item 1. Business.
The corporate headquarters of Regency Equities Corp. (the "Company") are
located at 3660 Wilshire Boulevard, Suite 336, Los Angeles, California
90010. The Company shares this suite on a rent-free basis with the
accounting firm of Engel & Kalvin, LLP. The Company's Chief Financial
Officer, Morris Engel, is a partner in Engel & Kalvin, LLP. The Company
has two employees: Mr. Engel and Allan L. Chapman, the Company's Chairman
of the Board, Chief Executive Officer and President.
In February 1990, the Company acquired an $850,000 promissory note with a
four-year term and an interest rate of 13% per annum. The note was secured
by a second mortgage on a commercial building in Westchester County, New
York. The obligor on the promissory note was Earl Reiss ("Reiss"), and the
guarantor was Richard Siegal ("Siegal").
During 1993, Reiss ceased making interest payments on the mortgage loan,
and the Company ceased accruing interest on the loan. The Company also
commenced an action for collection against Reiss and Siegal. In November
1994, the court awarded a summary judgment against Reiss in the amount of
$1,341,093. In July 1995, the court awarded a summary judgment against
Siegal in the amount of $1,564,753. On October 3, 1995, the Company
entered into a settlement agreement with Siegal whereby the Company
received $900,000 in cash in full settlement of all amounts outstanding
owed by Reiss and Siegal.
The Company owns a shopping center in Grand Rapids, Michigan. Two tenants
lease space in the shopping center. Net operating income on this property
was approximately $160,480 in 1995. For further information regarding the
Grand Rapids property, see the Company's financial statements and notes
thereto that are included in this Annual Report on Form 10-K.
During 1995 and the preceding several years, substantially all of the
Company's remaining assets have consisted of cash which has been deposited
with several major United States banks. For further information regarding
the amount of revenue, operating profit or loss and identifiable assets
attributable to the Company's various operations, reference is made to the
Company's financial statements and notes thereto that are included in this
Annual Report on Form 10-K.
In September 1991, the Company learned that it had been named as a
defendant in two amended complaints filed by the Federal Deposit Insurance
Corporation (the "FDIC") and Columbia Savings and Loan Association
("Columbia Savings"), respectively, against Michael Milken and several
hundred other defendants. A third complaint was filed in late 1991 by
American Savings of Florida which contained essentially the same
allegations as the FDIC and Columbia Savings actions. The three actions
collectively are referred to herein as the "Milken Litigation."
During 1991 and 1992, the Company was forced to devote substantial time and
effort to the Milken Litigation, which involved complaints of enormous
complexity and which sought billions of dollars of damages. A Stipulation
of Settlement dated as of March 9, 1992 (the "Stipulation") was approved by
the U.S. District Court for the Southern District of New York. Among other
things, the Stipulation effected in large part a global settlement of the
Milken Litigation. Pursuant to the Stipulation, the Company contributed
the amount of $1,000,000 in settlement of the claims against it. The
Company made this payment into an escrow fund in March 1992. According to
the Stipulation, ultimate consummation of the settlement was contingent
upon several conditions the satisfaction of which was contemplated to take
in excess of one year. For a period of approximately one and one-half
years, such conditions remained unsatisfied and the Company did not know
whether the actions against it might be revived. Effective September 29,
1993, the global settlement contemplated under the Stipulation became
effective and the Company was dismissed with prejudice from the Milken
Litigation on or about that date.
In view of the uncertainties posed by the Milken Litigation, it was
extremely difficult for the Company to commit its efforts or resources to
any potential business opportunities between September 1991 and September
1993. Following the effectiveness in September 1993 of the global
settlement of the Milken Litigation, the Board of Directors established an
acquisition committee to consider a suitable business venture or ventures
in which the Company could employ its liquid assets. The committee members
devoted a substantial amount of time in 1994 to the analysis and
negotiation of such potential investments, although the Company did not
consummate any business venture.
In December 1994, the Board of Directors scheduled an annual meeting of the
Company's stockholders for January 16, 1995. On approximately December 28,
1994, the Company mailed to its stockholders a notice of the annual meeting
and a proxy statement which solicited proxies with respect to six persons
nominated for election as directors by the Board of Directors. The proxy
statement advised stockholders that the Board of Directors had nominated
four current directors -- William J. Adams, Allan L. Chapman, Ira L.
Gottshall and Martin Oliner -- for reelection as directors. The proxy
statement also provided that two new nominees -- Peter A. Glicklich and
Richard M. Pachulski -- had been nominated for election by the Board of
Directors, and that two incumbent directors -- Peter M. Graham and Ronald
LaBow -- had not been nominated for reelection.
On or about January 9, 1995, a group called the Regency Shareholders
Committee (the "Committee") began distributing to the Company's
stockholders a proxy statement in which the Committee solicited proxies
with respect to the election of an opposing slate of six director nominees.
The Committee's proxy statement identified Messrs. Graham and LaBow as two
of the nominees. The other nominees were Lawrence Butler, Jack Howard,
Warren G. Lichtenstein and Steven Wolosky. The Committee's proxy statement
disclosed that the Committee members were Messrs. Butler, Howard, LaBow and
Lichtenstein, and that the costs of the Committee's proxy solicitation
efforts would be borne by Mr. LaBow, Richard Sandler and Steel Partners II,
L.P., a Delaware Limited Partnership ("Steel Partners"). Among other
things, the Committee's proxy statement disclosed that the Committee's six
nominees, if elected, would attempt to liquidate the Company, in whole or
in part.
As a related action, on January 13, 1995 the Committee filed with the
Securities and Exchange Commission a preliminary consent statement pursuant
to which the Committee sought to solicit written consents from stockholders
for the purpose of removing the Company's directors and electing the
Committee's six nominees identified in the preceding paragraph.
On January 12, 1995, the Company filed a complaint for injunctive relief in
the Delaware federal district court against the members of the Committee.
Among other things, the complaint sought to enjoin the Committee from
soliciting and voting proxies in connection with the January 16 meeting
through the use of a proxy statement that the Company alleged was
misleading. The Company dismissed its complaint several days later in
light of the events described below.
On January 16, 1995, the Company's Board of Directors conducted a meeting
prior to the scheduled meeting of the stockholders. The Board of Directors
approved a cash dividend of $.15 per share to stockholders of record as of
January 30, 1995 and payable on February 7, 1995. The aggregate amount of
the dividend was $13,092,549, which represented approximately 77.5% and
77.8% of the Company's total assets and stockholders' equity, respectively,
as of December 31, 1994. At its meeting, the Board of Directors also
postponed the January 16 annual meeting of stockholders and approved in
principle the liquidation and distribution to stockholders of the Company's
remaining assets.
During the period subsequent to January 16, 1995, the Company, the
Committee and the Company's largest stockholder, First Lincoln Holdings,
Inc. and its wholly owned subsidiary, Evergreen Acceptance Corporation,
have discussed various proposals regarding the future of the Company. The
parties currently are negotiating the terms of a transaction pursuant to
which, among other things: (a) Evergreen Acceptance Corporation would
purchase the shares of the Company's common stock that are owned by the
Committee and its affiliates (including Steel Partners and Richard Sandler)
and by various other persons, including EJ Associates and RA Partnership;
(b) the sellers would agree not to attempt to gain control of the Company
in the future; (c) the Company would reimburse the Committee for up to
$150,000 of its costs incurred in connection with the proxy contest and
related matters; and (d) the Company would deliver to the sellers, the
other members of the Committee, First Lincoln Holdings, Inc., Evergreen
Acceptance Corporation and Martin Oliner (the Chairman of the Board of
First Lincoln Holdings, Inc. and a director of the Company) a general
release of claims related to the proxy contest, and the Company would
receive a general release of such claims from certain of such persons.
The proposed sellers collectively own approximately 52% of the Company's
outstanding common stock, and each of the Committee, EJ Associates and RA
Partnership owns more than 10% of the Company's common stock. See "Item
12. Security Ownership of Certain Beneficial Owners and Management."
Because First Lincoln Holdings, Inc. and Evergreen Acceptance Corporation
jointly own approximately 39% of the Company's outstanding common stock,
the purchase by Evergreen Acceptance Corporation of the sellers' stock
would give First Lincoln Holdings, Inc. and Evergreen Acceptance
Corporation ownership of approximately 91% of the Company's outstanding
common stock. It is not yet certain when, or if, this transaction will be
consummated.
As a result of the cash dividend that was paid on February 7, 1995, the
Company's total assets were reduced by almost 78%. The Company's Board of
Directors has not yet determined the future direction of the Company,
including whether or not all or part of the Company's remaining assets
should be liquidated and distributed to stockholders. The Board's decision
as to the future direction of the Company will depend in part upon the
resolution of the negotiations described above among the Committee, First
Lincoln Holdings, Inc. and Evergreen Acceptance Corporation.
Item 2. Properties.
See "Item 1. Business." The Company does not own any real property other
than the Grand Rapids shopping center described above.
Item 3. Legal Proceedings.
(a) Olshan v. Regency Equities Corp., No. 16/92 (Civ. Ct. N.Y. County).
--------------------------------
In an action filed on January 2, 1992 by Marvin L. Olshan, a former
President and director of the Company, Mr. Olshan sought $468,000 plus
interest from December 31, 1989 for additional compensation over and above
his salary, for services allegedly rendered during 1988 and 1989. Mr.
Olshan asserted two causes of action, one for breach of contract and the
other for implied contract/quantum meruit. In his complaint, Mr. Olshan
alleged that, in addition to the salary which he was paid, there was an
understanding and agreement between Mr. Olshan and certain members of the
Company's Board of Directors that he would be "fairly compensated" for
services performed during 1988 and 1989.
On December 8, 1994, the Company paid Mr. Olshan $10,000 in full settlement
of the litigation commenced by him.
(b) Regency Equities Corp. v. Reiss and Siegal, 93 Civ. 8096 (S.D.N.Y)
------------------------------------------
(CSH).
Reference is made to "Item 1. Business" for a description of the Company's
lawsuit against Reiss and Siegal and the settlement of the Company's
judgment against them.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the Company's stockholders during the quarter
ended December 31, 1995.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.
(a) Market Information.
Until February 8, 1995, the principal market for the Company's common stock
was the Nasdaq National Market System. On that date, primarily as a result
of the Company's February 7, 1995 cash dividend which represented
approximately 77.5% of its total assets, the Company's stock was delisted
from the Nasdaq National Market System. The common stock is now traded
over-the-counter, and there is not an active market for such stock.
The following table reflects the highest and lowest per share prices for
the Company's common stock as quoted for the periods indicated. Because
there is no longer an established, active public trading market for the
Company's common stock, the following prices may not be an accurate
indication of the value of such stock.
1995 High Low
---- ---- ---
1st quarter $0.030 $0.015
2nd quarter 0.025 0.015
3rd quarter 0.027 0.015
4th quarter 0.027 0.019
1994 High Low
---- ---- ---
1st quarter $0.156 $0.094
2nd quarter 0.125 0.125
3rd quarter 0.125 0.125
4th quarter 0.156 0.156
(b) Holders.
The approximate number of record holders of the Company's common stock on
February 1, 1996 was 1,685.
(c) Dividends.
The Company paid no dividends during 1993 or 1994. The Company has not
historically paid regular dividends on its common stock and does not
presently intend to do so in the future.
On February 7, 1995, the Company paid an extraordinary cash dividend of
$.15 per share to stockholders of record as of January 30, 1995. The
Company did not pay any other dividends during 1995.
Item 6. Selected Financial Data.
(In thousands except per share data)
Year ended December 31,
------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- ---------
Total revenues $ 926 $ 773 $ 797 $ 900 $ 1,247
Income (loss) from
continuing
operations before
income taxes 171 267 (260) 375 (615)
Net income (loss) 292 (298) 277 368 (524)
Income (loss)
from continuing
operations before
income taxes
per share .002 .003 (.003) .004 (.007)
Income (loss) .003 (.003) .003 .004 (.006)
per share
Dividends per share .15 0 0 0 0
Total assets 4,240 16,893 17,181 16,925 17,585
Liabilities 213 66 56 77 1,104
Shareholders' equity 4,027 16,827 17,125 16,848 16,481
Book value per share .05 .19 .20 .19 .19
Weighted average
shares 87,284 87,284 87,284 87,284 87,284
outstanding
______________________________
The selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Company's financial statements and
notes thereto that are included elsewhere in this Annual Report on
Form 10-K. On February 7, 1995, the Company paid a cash dividend of
$.15 per share to stockholders of record as of January 30, 1995. The
aggregate amount of the dividend was $13,092,549, which represented
approximately 77.5% and 77.8% of the Company's total assets and
stockholders' equity, respectively, as of December 31, 1994. The
nature and direction of the future business plans and operations of
the Company are uncertain. See "Item 1. Business." As a result of
these factors, the selected financial data are not necessarily
indicative of the Company's future financial condition or results of
operations.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion should be read in conjunction with the Company's
financial statements and notes thereto that are included elsewhere in this
Annual Report on Form 10-K. See "Item 1. Business" for a description of
recent developments affecting the Company and the future direction of the
Company.
(a) Results of Operations.
(i) Year Ended December 31, 1995 Compared with Year Ended December
31, 1994.
The Company recorded income (i) before income taxes (benefit) and (ii) the
cumulative effect of a change in accounting of $170,849 in 1995 compared to
$266,555 in 1994. The decrease resulted principally from (i) a decrease in
interest income of $349,624 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 1.0%); (ii) an increase in administrative
expenses of $70,127 primarily due to increases in stockholders' 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 $189,833 primarily attributable to legal fees incurred
in connection with the proxy contest.
The decline in operating results was partially offset by a gain of
$500,000, representing the recovery of amounts previously reserved, on the
settlement of amounts due to the Company in connection with a mortgage note
and related interest receivable. See "Item 1. Business."
The Company's net income of $292,281 in 1995 compared to its net loss of
$297,980 in 1994 resulted primarily from an income tax benefit of $121,432
in 1995 as compared with income tax expense of $564,535 in 1994. The
income tax benefit for 1995 results from the recognition for income tax
purposes of bad debt expense in connection with the settlement of amounts
owing to the Company on a mortgage note and related interest receivable and
the related deferred tax asset of the loss carryforward. The Company has
recognized deferred tax assets of $246,380 in 1995 as compared to $125,612
in 1994. A valuation allowance is provided to reduce the deferred tax
assets to a level which, more likely than not, will be realized. The net
deferred tax assets reflects management's estimate of the amount which will
be realized from future profitability with reasonable certainty. The
amount of the deferred tax asset considered realizable, however, could be
reduced in the near term if estimates of future taxable income during the
carryforward period are reduced. The net change in the total valuation
allowance for the years ended December 31, 1995 and 1994 were ($630,603)
and ($512,963), respectively. The decrease in 1995 results primarily from
the expiration of loss carryforwards. The decrease in 1994 was due to the
expiration of loss carryforwards and the anticipated reduction in estimated
future taxable income resulting from the Company's payment in February 1995
of a $13,092,549 cash dividend.
(ii) Year Ended December 31, 1994 Compared with Year Ended December
31, 1993.
The Company recorded income before (i) income taxes (benefit) and (ii) the
cumulative effect of a change in accounting, of $266,555 in 1994 compared
to a loss of $259,598 in 1993. The principal reason for the increase in
operating results was that the Company provided in 1993 for a reserve of
$187,937 against accrued interest on its $850,000 promissory note and for a
reserve of $450,000 against the principal balance of the note. See "Note C
to the Company's Financial Statements."
This increase in income was offset in part by an increase in professional
fees of $95,129 attributable to (i) expenses incurred in connection with
the litigation involving the $850,000 promissory note and the litigation
involving Marvin Olshan, as described above in "Item 3. Legal Proceedings,"
and (ii) fees incurred in the performance of a due diligence examination in
connection with a proposed business acquisition by the Company. The
proposed acquisition subsequently was abandoned, in part because of the
decrease in available cash resulting from the Company's February 7, 1995
dividend to its stockholders.
The Company's net income of $276,527 in 1993 compared to its net loss of
$297,980 in 1994 resulted primarily from (i) a provision for income taxes
in 1994 of $564,535 and (ii) an income benefit of $446,982 in 1993.
Included in the provision for income taxes for 1994 is a decrease in the
valuation allowance for deferred tax assets of $512,963. This decrease was
attributable to the expiration of loss carryforwards and to the Company's
February 7, 1995 dividend to its stockholders, which changed the amount of
future income expected to be realized by the Company.
(b) Liquidity, Capital Resources and Future Operations.
As of December 31, 1995, the Company had cash in the amount of $2,975,808
invested in interest-bearing demand deposit accounts with two major United
States banks. The Company has sufficient cash for its current operating
needs; the Company does not currently have any material commitments for
capital expenditures, and it has no present plans to incur any
indebtedness.
The direction of the Company is uncertain, although the Company's Board of
Directors is in the process of addressing this issue. See "Item 1.
Business." As a result, the reported financial information contained in
this Annual Report on Form 10-K is not necessarily indicative of future
operating results or of future financial condition.
(c) New Accounting Standard.
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
of" (SFAS No. 121), issued by the Financial Accounting Standards Board
(FASB) is effective for financial statements for fiscal years beginning
after December 15, 1995. The new standard establishes guidelines regarding
when impairment losses on long-lived assets, which include plant and
equipment, and certain identifiable intangible assets should be recognized
and how impairment losses should be measured. The Company does not expect
adoption to have a material effect on its financial position or results of
operations.
Item 8. Financial Statements and Supplementary Data.
The information with respect to this item is set forth in the Company's
financial statements and notes thereto included in this Annual Report on
Form 10-K and listed in the Index to Financial Statements and Financial
Statement Schedules set forth in Item 14 herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The directors and executive officers of the Company are as follows:
Name Age Position with the Company
____ ___ _________________________
William J. Adams 66 Director and Secretary
Allan L. Chapman 58 Chairman of the Board of Directors,
Chief Executive Officer and President
Morris Engel 69 Chief Financial Officer and Treasurer
Ira L. Gottshall 38 Director
Peter M. Graham 41 Director
Ronald LaBow 61 Director
Martin Oliner 48 Director
William J. Adams has served as Secretary and a director of the Company
since June 1992 and is presently engaged in the private practice of law.
Mr. Adams also serves as a director of Combined Broadcasting, Inc. Mr.
Adams served as Vice President, Secretary and General Counsel of First
Lincoln Holdings, Inc., an insurance holding company which was formerly
called First Executive Corporation, from 1982 through May 1993, and as a
director and as Secretary and General Counsel of Evergreen Acceptance
Corporation, a subsidiary of First Lincoln Holdings, Inc., from 1982
through May 1993.
Allan L. Chapman has served as Chairman of the Board of Directors, Chief
Executive Officer and President of the Company since June 30, 1992. He has
also served as President of the Sterling Group, an actuarial consulting
firm, since March 1991. He served as a Senior Vice President and a
director of Executive Life Insurance Company from 1980 until February 1991
and as a Vice President of First Executive Corporation (now called First
Lincoln Holdings, Inc.), an insurance holding company, from 1980 until
February 1991.
Morris Engel has served as Chief Financial Officer of the Company since May
1991 and as Treasurer since March 1993. He has also been a partner in the
accounting firm of Engel & Kalvin since November 1990. Mr. Engel was a
partner in the accounting firm of Laventhol & Horwath from 1969 to 1990.
Ira L. Gottshall has served as a director of the Company since August 1992
and as President of The Southern Group, an insurance holding company, since
October 1995. Mr. Gottshall served as Chief Operating Officer of Pierce
Financial & Insurance Services from January 1994 until October 1995; as
President and Chief Executive Officer of First Delaware Life Insurance
Company from July 1991 until January 1994 and as manager of its life
insurance operations from April 1986 through July 1991; as a Senior Vice
President of First Landmark Life Insurance Company from late 1990 until
January 1994; as a Vice President of Evergreen Acceptance Corporation from
September 1992 until January 1994; as a Vice President of Rhodes Financial,
Inc. from September 1992 until January 1994; as a Vice President of
Flintridge Corporation from September 1992 until January 1994; as a Vice
President of Lincoln Indemnity Company from January 1993 until January
1994; and as President and Chief Executive Officer of Lincoln Liberty Life
Insurance Company from May 1993 until January 1994.
Peter M. Graham has served as a director of the Company since March 1991.
Mr. Graham has served as Chairman of the Executive Committee of Ladenburg,
Thalmann & Co. Inc., an investment banking firm, since 1990, as its
Director of Corporate Finance since 1989, as its President since 1995 and
as a director of the firm since 1982. He also serves as a director of
Rudy's Restaurant Group, Suspension & Parts Industries, Ltd., Seventh
Generation, Inc. and Prism Entertainment Corporation.
Ronald LaBow has served as a director of the Company since May 1985. Mr.
LaBow has served as Chairman of the Board of Directors of WHX Corp., a
steel manufacturing company, since January 1991. Mr. LaBow was employed by
Neuberger & Berman, a stock brokerage firm, from 1978 through early 1990,
and as a Vice President from 1979 to May 1985 of Liberty Fund, a public
mutual fund, to which an affiliate of Neuberger & Berman serves as
investment adviser. He also serves as a director of Teledyne, Inc.
Martin Oliner has served as a director of the Company since November 1993
and has been engaged in the private practice of law since 1972. Mr. Oliner
serves as Chairman of the Board of Directors, President and Chief Executive
Officer of First Lincoln Holdings, Inc., an insurance holding company, and
as a director and/or President of First Delaware Life Insurance Company,
First Landmark Life Insurance Company, Evergreen Acceptance Corporation,
Rhodes Financial, Inc., Flintridge Corporation, Lincoln Indemnity Company,
Lincoln Liberty Life Insurance Company, NYRIB, Inc. and Hallworth
Corporation, all of which are wholly owned subsidiaries of First Lincoln
Holdings, Inc.
Approximately 39% of the outstanding shares of the Company's common stock
are owned by First Lincoln Holdings, Inc., a privately held corporation,
and its wholly owned subsidiary, Evergreen Acceptance Corporation. First
Lincoln Holdings, Inc. was known formerly as First Executive Corporation.
In May 1991, First Executive Corporation filed a petition under Chapter 11
of the Bankruptcy Code. First Executive Corporation was reorganized,
effective September 11, 1992, as First Lincoln Holdings, Inc. In addition,
Executive Life Insurance Company, a former subsidiary of First Lincoln
Holdings, Inc., was placed into conservatorship by the California Insurance
Commissioner in April 1991.
Messrs. Adams, Chapman, Gottshall and Oliner have served as executive
officers and/or directors of First Lincoln Holdings, Inc. and/or one or
more of its subsidiaries. Messrs. Adams, Chapman and Gottshall were
appointed as directors of the Company in 1992 following a request made to
the Company by First Lincoln Holdings, Inc. and Evergreen Acceptance
Corporation that such persons be appointed as directors, and Mr. Oliner was
appointed as a director in 1993 following a similar request made by First
Lincoln Holdings, Inc. and Evergreen Acceptance Corporation. The Company's
Board of Directors acquiesced to such requests in light of the relative
size of the beneficial ownership of the Company's common stock by First
Lincoln Holdings, Inc. and Evergreen Acceptance Corporation.
Directors are elected at the annual meeting of stockholders to serve during
the ensuing year and until a successor is duly elected and qualified.
Officers serve at the pleasure of the Board of Directors. There are no
family relationships between or among any of the directors and executive
officers of the Company.
Item 11. Executive Compensation.
(a) Summary Compensation Table.
The following table sets forth all compensation paid or awarded by the
Company for services rendered during the fiscal years ended December 31,
1995, December 31, 1994 and December 31, 1993 to its Chief Executive
Officer. No executive officer or other employee of the Company had
aggregate compensation for salary and bonus in excess of $100,000 during
the most recently completed fiscal year.
Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------------ ---------------------- -----------
Other Restricted Underlying
Name and Annual Stock Options LTIP All Other
Principal Position Year Salary($) Bonus($) Compensation($) Awards($) SARs(#) Payouts($) Compensation($)(1)
- ------------------ ---- --------- -------- --------------- ---------- ---------- ---------- ------------------
Allan L. Chapman 1995 $36,000 0 0 0 0 0 $10,000
Chairman, Chief 1994 $36,000 0 0 0 0 0 6,000
Executive Officer 1993 $36,000 0 0 0 0 0 8,000
and President
_____________________________
(1) Represents Mr. Chapman's receipt of directors' fees.
(b) Compensation of Directors.
During 1995, the Company's directors received $1,000 per Board meeting and
$500 per committee meeting, and their expenses incurred in attending such
meetings were reimbursed by the Company.
(c) Indemnification Agreements.
The Company has entered into an indemnification agreement with each of its
current directors and executive officers. The indemnification agreements
provide for the mandatory indemnification of each director and executive
officer by the Company with respect to proceedings arising out of or
related to actions taken or omitted to be taken by the individuals as
directors, officers, employees or agents of the Company. Under the
agreements, the Company is obligated to indemnify each of these individuals
to the fullest extent permitted by Delaware law and, if requested, is
obligated to advance the reasonable expenses of any such individual with
respect to a proceeding, unless independent legal counsel determines that
such payments are not permitted. The Company's obligations under these
agreements continue notwithstanding the cessation of the individuals'
tenure as directors and officers of the Company.
(d) Compensation Committee Interlocks and Insider Participation.
The members of the Company's Stock Option/Compensation Committee are
William J. Adams and Ronald LaBow. Mr. Adams is the Company's Secretary,
which is not a salaried position.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
With respect to each person known by the Company to be the beneficial owner
of more than five percent of its common stock, each director of the
Company, each of the Company's executive officers named in the Summary
Compensation Table presented above and all directors and executive officers
of the Company as a group, the following table sets forth the number of
shares of common stock beneficially owned as of March 1, 1996 by each such
person or group and the percentage of the outstanding shares of the
Company's common stock beneficially owned as of March 1, 1996 by each such
person or group. Unless otherwise indicated, each of the following
stockholders has, to the Company's knowledge, sole voting and investment
power with respect to the shares beneficially owned, except to the extent
that such authority is shared by spouses under applicable law or otherwise
noted herein. Information presented below with respect to persons or
groups owning more than five percent of the Company's common stock is based
upon Schedule 13D or 13G filings made by such persons or groups with the
Securities and Exchange Commission. The proposed transaction pursuant to
which First Lincoln Holdings, Inc. and Evergreen Acceptance Corporation may
acquire ownership of a majority of the Company's outstanding common stock
is described above in "Item 1. Business."
Approximate
Shares of Stock Percent
Name of Beneficial Owner Beneficially Owned of Class
- ----------------------- ------------------ -----------
Five Percent Shareholders
First Lincoln Holdings, Inc. 34,122,125 39.1%
Evergreen Acceptance Corporation
3 Christina Center, Suite 1004
201 North Walnut Street
Wilmington, Delaware 19801
Regency Shareholders Committee 9,666,500 11.1
Richard Sandler
Robert Frome
RA Partnership 9,408,000 10.8
9560 Wilshire Boulevard
Beverly Hills, CA 90210
EJ Associates 8,843,700 10.1
9560 Wilshire Boulevard
Beverly Hills, CA 90210
Directors and
Named Executive Officers
William J. Adams 20,000 *
Allan L. Chapman 235,000 *
Ira L. Gottshall 0 0
Peter M. Graham 0 0
Ronald LaBow 0 0
Martin Oliner 0 0
All Directors and Executive
Officers as a Group
(7 persons) 255,000 *
______________________________
* Owns less than 1% of the Company's outstanding shares of common stock.
Evergreen Acceptance Corporation is a wholly owned subsidiary of
First Lincoln Holdings, Inc. Evergreen Acceptance Corporation is
the record owner of 33,112,125 shares of the Company's common stock;
Evergreen Acceptance Corporation and First Lincoln Holdings, Inc.
share voting and investment power with respect to such shares.
First Lincoln Holdings, Inc. is the record owner of 1,010,000 shares
of the Company's common stock, as to which it has sole voting and
investment power.
As described above in "Item 1. Business," the Regency Shareholders
Committee (the "Committee") engaged in a proxy contest with the
Company in connection with the January 16, 1995 annual meeting of
stockholders. The following information is based upon a Schedule
13D filed by the individuals and entities described below with the
Securities and Exchange Commission on or about January 5, 1995, as
amended by filings made on or about January 10, 13 and 17, 1995,
respectively:
The Committee (through its members), Richard Sandler (individually
and as trustee) and Robert Frome (individually and through his
trust) beneficially own an aggregate of 9,666,500 shares of the
Company's common stock, representing approximately 11.1% of the
Company's outstanding common stock. Prior to January 1, 1995, such
group owned less than 10% of the Company's outstanding common stock.
The members of the Committee, which is not a formal legal entity,
are Lawrence Butler, Jack Howard, Ronald LaBow and Warren G.
Lichtenstein. Although the Schedule 13D, as amended, contains
inconsistent statements, it appears that Messrs. Butler and
Lichtenstein and Steel Partners II, L.P. ("Steel Partners"), a
partnership with which they are affiliated, share voting and
investment power with respect to 6,519,625 shares of the Company's
common stock. Mr. LaBow is not listed as having voting or
investment power with respect to any shares of the Company's common
stock and Mr. Howard, the fourth Committee member, is listed as
having sole voting and investment power with respect to 50,000
shares of the Company's common stock.
As described above in "Item 1. Business," Mr. Sandler agreed to bear
a portion of the Committee's proxy solicitation expenses. Mr.
Sandler is listed in the Schedule 13D, as amended, as having
beneficial ownership of 2,996,875 shares of the Company's common
stock; with respect to such shares, Mr. Sandler has sole voting and
investment power over 346,875 shares; the M&L 1981 Trust, of which
Mr. Sandler is trustee, has sole voting and investment power over
1,765,000 shares; and the L&S 1981 Trust, of which Mr. Sandler is
also the trustee, has sole voting and investment power over 885,000
shares. The Schedule 13D, as amended, also states that Robert
Frome, who agreed to participate in the Committee's effort to remove
the Company's directors through written consents from stockholders,
has beneficial ownership of 100,000 shares of the Company's common
stock; with respect to such shares, Mr. Frome has sole voting and
investment power over 85,000 shares, and Mr. Frome's pension and
profit-sharing trust has sole voting and investment power over
15,000 shares.
The business address of the Committee, Steel Partners and Messrs.
Butler and Lichtenstein is 750 Lexington Avenue, 27th Floor, New
York, New York 10022. The business address of Mr. Howard is 2927
Montecito Avenue, Santa Rosa, California 95404. The business
address of Mr. LaBow is 110 East 59th Street, New York, New York
10019. The business address of Mr. Sandler and his trusts is 844
Moraga Drive, Los Angeles, California 90049. The business address
of Mr. Frome is 505 Park Avenue, New York, New York 10022.
The Company believes that the partners of this partnership are
Michael Milken and a member of his immediate family.
The Company believes that the partners of this partnership are
Lowell Milken and a member of his immediate family. Lowell Milken
and Michael Milken are brothers.
Mr. LaBow is not the record owner of any shares of the Company's
common stock. Mr. LaBow is a member of the Committee. Information
presented for Mr. LaBow does not include any shares of the Company's
common stock that are owned by the Committee or any of its members,
and Mr. LaBow disclaims beneficial ownership of such shares.
Information presented for Mr. Oliner does not include any shares of
the Company's common stock that are owned by First Lincoln Holdings,
Inc. or its wholly owned subsidiary, Evergreen Acceptance
Corporation. Mr. Oliner serves as Chairman of the Board, Chief
Executive Officer and President of First Lincoln Holdings, Inc.
Mr. Oliner disclaims beneficial ownership of the shares of the
Company's common stock that are owned by First Lincoln Holdings,
Inc. and Evergreen Acceptance Corporation.
Section 16(a) of the Securities Exchange Act of 1934 and regulations
adopted thereunder require the Company's directors and officers and persons
who own more than ten percent of the outstanding shares of the Company's
Common Stock (collectively, the "Reporting Persons") to file with the
Securities and Exchange Commission and the Company initial reports of
ownership and reports of changes in ownership of the Company's Common Stock
and other equity securities. Based solely upon (i) the Company's review of
the Forms 3, 4 and 5 that were furnished by the Reporting Persons to the
Company pursuant to Section 16(a) and applicable regulations during and
with respect to the Company's most recent fiscal year and (ii) written
representations received by the Company from its directors and officers,
the Company believes that all applicable Section 16(a) filing requirements
were complied with on a timely basis by the Reporting Persons during and
with respect to the Company's most recent fiscal year.
Item 13. Certain Relationships and Related Transactions.
Morris Engel, the Company's Chief Financial Officer and Treasurer, is a
partner in the accounting firm of Engel & Kalvin, LLP. The Company paid
fees of $27,946 to Engel & Kalvin in 1995 in consideration for accounting
and tax services rendered by that firm.
Reference is made to "Item 1. Business" for a description of a proposed
transaction between the Company and several stockholders who each own more
than ten percent of the Company's outstanding common stock.
Part IV
Item 14. Exhibits, Financial Statements and Financial Statement Schedules
and Reports on Form 8-K.
Index to Financial Statements and Financial Statement Schedules.
Page No.
Report of BDO Seidman, LLP. . . . . . . . . . . . . . . . F-1
Balance Sheets - December 31, 1995 and 1994 . . . . . . . F-2
Statements of Operations - Years
Ended December 31, 1995, 1994 and 1993 . . . . . . F-3
Statements of Changes in Shareholders'
Equity - Years Ended December 31, 1995,
1994 and 1993 . . . . . . . . . . . . . . . . . . F-4
Statements of Cash Flows - Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . F-5
Notes to Financial Statements . . . . . . . . . . . . . . F-6
Report of BDO Seidman, LLP on Schedules . . . . . . . . . F-13
Schedule II - Valuation and Qualifying Accounts . . . . . F-14
Schedule III - Real Estate and Accumulated
Depreciation . . . . . . . . . . . . . . . . . . . F-15
Schedule IV - Mortgage Loan on Real Estate and Interest Earned on
Mortgage . . . . . . . . . . . . . . . . . . . . . F-16
Schedules not listed above are omitted because they are
inapplicable or the information required is presented in the
financial statements or the footnotes thereto.
Exhibits.
3.1 Certificate of Incorporation of the Company as amended and
restated to date, incorporated herein by this reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991.
3.2 By-laws of the Company, incorporated herein by this reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990.
10.1 1986 Stock Option Plan, incorporated herein by this reference to
Exhibit 10.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991.
10.2 Incentive Stock Option Plan, incorporated herein by this
reference to Exhibit 10.2 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991.
10.3 Lease Agreement dated February 17, 1978 and amended by First
Amendment of Lease dated September 1, 1984 and by Second
Amendment of Lease dated as of June 1, 1990, incorporated herein
by this reference to Exhibit 10.6 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1990.
10.4 Indemnification Agreement dated February 7, 1995, between the
Company and William J. Adams, incorporated herein by this
reference to Exhibit 10.4 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994.
10.5 Indemnification Agreement dated February 7, 1995, between the
Company and Allan L. Chapman, incorporated herein by this
reference to Exhibit 10.5 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994.
10.6 Indemnification Agreement dated February 7, 1995, between the
Company and Morris Engel, incorporated herein by this reference
to Exhibit 10.6 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
10.7 Indemnification Agreement dated February 7, 1995, between the
Company and Ira L. Gottshall, incorporated herein by this
reference to Exhibit 10.7 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994.
10.8 Indemnification Agreement dated February 7, 1995, between the
Company and Peter M. Graham, incorporated herein by this
reference to Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994.
10.9 Indemnification Agreement dated February 14, 1995, between the
Company and Ronald LaBow, incorporated herein by this reference
to Exhibit 10.9 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
10.10 Indemnification Agreement dated February 7, 1995, between
the Company and Martin Oliner, incorporated herein by this
reference to Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
27.1 Financial Data Schedule (included only in the electronic filing)
Reports on Form 8-K.
No Current Reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1995.
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.
Date: March 27, 1996 REGENCY EQUITIES CORP.
By /s/ ALLAN L. CHAPMAN
________________________________________
Allan L. Chapman, Chairman of the Board,
Chief Executive Officer and President
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 dates indicated:
Date: March 27, 1996 By /s/ ALLAN L. CHAPMAN
___________________________________________
Allan L. Chapman
Chairman of the Board, Chief Executive Officer
and President (Principal Executive Officer)
Date: March 27, 1996 By /s/ MORRIS ENGEL
__________________________________________
Morris Engel
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
Date: March 27, 1996 By /s/ WILLIAM J. ADAMS
___________________________________________
William J. Adams
Secretary and Director
Date: March 27, 1996 By /s/ RONALD LaBOW
___________________________________________
Ronald LaBow
Director
Date: March 27, 1996 By /s/ PETER M. GRAHAM
___________________________________________
Peter M. Graham
Director
Date: March 27, 1996 By /s/ IRA L. GOTTSHALL
____________________________________________
Ira L. Gottshall
Director
Date: March 27, 1996 By /s/ MARTIN OLINER
___________________________________________
Martin Oliner
Director
REGENCY EQUITIES CORP.
ANNUAL REPORT ON FORM 10-K
ITEM 8 AND ITEM 14(a)(1) and 14(a)(2)
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1995
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Regency Equities Corp.
We have audited the accompanying balance sheets of Regency Equities Corp. as
of December 31, 1995 and 1994 and the related statements of operations,
changes in shareholders' equity and cash flows for each of the three years in
the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Regency Equities Corp. at
December 31, 1995 and 1994 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
BDO SEIDMAN, LLP
Los Angeles, California
February 9, 1996
F-1
REGENCY EQUITIES CORP.
BALANCE SHEETS
DECEMBER 31,
------------------------------
1995 1994
------------ -------------
ASSETS
Cash (Note A and H) $ 2,975,808 $15,298,990
Rent receivable 100,989 105,441
Rental property owned, net of write
down for possible loss of $215,000
and accumulated depreciation of
$245,340 in 1995 and $196,272 in
1994 (Note B) 1,011,101 1,060,169
Deferred income taxes (Note D) 151,822 28,670
Mortgage receivable, net of reserve
for collectibility of $450,000 in
1994 (Note C) 400,000
----------- -----------
$ 4,239,720 $16,893,270
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued
expenses $ 211,778 $ 60,660
Income taxes payable (Note D) 1,320 5,720
----------- -----------
213,098 66,380
----------- -----------
CONTINGENCIES (NOTES A and G)
SHAREHOLDERS' EQUITY (Note H):
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 ( 44,506,545) ( 31,706,277)
----------- -----------
4,026,622 16,826,890
----------- -----------
$ 4,239,720 $16,893,270
=========== ===========
See accompanying notes to financial statements
F-2
REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-----------------------------------
1 9 9 5 1 9 9 4 1 9 9 3
--------- --------- ---------
REVENUES:
Interest income (Note H) $ 160,946 $ 510,570 $ 516,863
Rental income 264,850 262,711 279,936
Recovery of reserve for
collectibility of
mortgage receivable (Note C) 500,000
---------- ---------- ---------
TOTAL REVENUES 925,796 773,281 796,799
---------- ---------- ---------
EXPENSES:
Administrative expense 221,887 151,760 159,445
Professional fees (Note F) 428,690 238,857 143,727
Rental expense 104,370 106,031 115,185
Litigation settlement (Note G) 10,000
Provision for bad debts (Note C) 637,937
Other expenses 78 103
---------- ---------- ----------
TOTAL EXPENSES 754,947 506,726 1,056,397
---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME
TAXES (BENEFIT) 170,849 266,555 ( 259,598)
PROVISION (BENEFIT) FOR INCOME TAXES
(NOTE D) ( 121,432) 564,535 ( 89,143)
--------- --------- --------
INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING 292,281 ( 297,980) ( 170,455)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING:
Tax benefit for change in accoun-
ting for income taxes (NOTE D) 446,982
---------- ---------- ----------
NET INCOME (LOSS) $ 292,281 ($ 297,980) $ 276,527
========== =========== ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 87,283,661 87,283,661 87,283,661
========== ========== ==========
INCOME (LOSS)PER SHARE:
INCOME (LOSS) BEFORE
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING $ .003 ($ .003) ($ .002)
========== ========== ==========
NET INCOME (LOSS) $ .003 ($ .003) $ .003
========== ========== ==========
See accompanying notes to financial statements
F-3
REGENCY EQUITIES CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1995
COMMON STOCK ADDITIONAL
--------------------
NUMBER OF PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT
---------- -------- --------- -----------
BALANCE AT
January 1, 1993 87,283,661 $872,836 $47,660,331 ($31,684,824)
Net income 276,527
---------- -------- ----------- -----------
BALANCE AT
December 31, 1993 87,283,661 872,836 47,660,331 ( 31,408,297)
Net loss ( 297,980)
---------- -------- ----------- -----------
BALANCE AT
December 31, 1994 87,283,661 872,836 47,660,331 ( 31,706,277)
Dividends paid (Note H) ( 13,092,549)
Net income 292,281
---------- -------- ------------ -----------
BALANCE AT
December 31, 1995 87,283,661 $872,836 $47,660,331 ($44,506,545)
========== ======== =========== ===========
See accompanying notes to financial statements
F-4
REGENCY EQUITIES CORP.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
---------------------------------------
1 9 9 5 1 9 9 4 1 9 9 3
------------ ----------- -----------
INCREASE (DECREASE) IN CASH
OPERATING ACTIVITIES:
Net income (loss) 292,281 ($ 297,980) $ 276,527
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation 49,068 49,069 49,068
Changes in operating assets and
liabilities:
Rent receivable 4,453 8,984 ( 141)
Interest receivable, net 40,228 99,824
Accounts payable and accrued
expenses 151,117 5,553 ( 20,270)
Mortgage receivable 850,000
Reserve for collectibility of
mortgage receivable ( 450,000) 450,000
Refundable income taxes 1,900
Deferred income taxes ( 123,152) 557,865 ( 541,938)
Income taxes payable ( 4,400) 4,460 180
---------- ----------- ----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 769,367 368,179 315,150
----------- ----------- ----------
FINANCING ACTIVITIES:
Dividends paid ( 13,092,549)
-----------
NET CASH USED IN FINANCING
ACTIVITIES ( 13,092,549)
---------- ---------- -----------
INCREASE (DECREASE) IN CASH ( 12,323,182) 368,179 315,150
CASH BEGINNING OF YEAR 15,298,990 14,930,811 14,615,661
----------- ----------- -----------
CASH END OF YEAR $ 2,975,808 $15,298,990 $14,930,811
=========== =========== ===========
See accompanying notes to financial statements
F-5
NOTES TO FINANCIAL STATEMENTS
REGENCY EQUITIES CORP.
December 31, 1995
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
BUSINESS: The Company is incorporated in Delaware. The Company's business
activity has been the operation of a shopping center in Grand Rapids,
Michigan. The Company settled in 1995 the collection of a mortgage note
(see Note C). The Company is considering exploring new investment
opportunities or possible liquidation.
CASH: Regency Equities Corp.'s (the "Company") cash at December 31, 1995
is deposited with two major U.S. banks. At December 31, 1995 and
throughout the year the Company has maintained balances in its bank
accounts in excess of the federally insured limit.
DEPRECIATION: Rental property is depreciated over its estimated useful
life of 25 years using the straight-line method. Tenant improvements are
amortized over the life of the lease using the straight-line method.
RENTAL INCOME: The Company recognizes minimum rents from leases on a
straight-line basis over the lease term. Overage rentals are recognized in
the period earned.
INCOME TAXES: The Company provides for income taxes in accordance with the
Financial Accounting Standards Board Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes" effective January
1, 1993. SFAS No. 109 requires the asset and liability method of
accounting for income taxes. Under the asset and liability method,
deferred income taxes are recognized for the tax consequences of "temporary
differences" by applying enacted statutory tax rates applicable to future
years to differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities. In addition, the tax
benefits from the future utilization of available "Net Operating Loss
Carryovers" (computed at current enacted statutory tax rates) are treated
as an asset. A valuation allowance is required for all or a portion of
such asset based on the Company's determination of the amount of
realization that is more likely than not to occur. Under SFAS No. 109, the
effect on deferred taxes of a change in tax rates is recognized in the
income statement in the period that includes the enactment date.
F-6
NOTES TO FINANCIAL STATEMENTS
REGENCY EQUITIES CORP.
December 31, 1995
NOTE A - SIGNIFICANT ACCOUNTING POLICIES (continued)
MORTGAGE AND INTEREST RECEIVABLE: Effective December 31, 1993, the Company
adopted Financial Accounting Standards Board Statement of Financial
Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for
Impairment of a Loan." In accordance with SFAS 114, the Company had
provided an allowance for credit losses based upon the estimated fair value
of the underlying collateral less estimated costs to sell. This allowance
was reversed in 1995 (See Note C).
ACCOUNTING ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE B - RENTAL PROPERTY AND DEPRECIATION
Rental property consists of a shopping center in Grand Rapids, Michigan.
Two tenants lease all of the space in the shopping center. The leases
expire on July 10, 1997 and August 31, 1999. The future minimum rentals,
excluding amounts contingent upon tenant sales levels, from these leases
are as follows:
1996 $230,000
1997 225,000
1998 204,000
1999 136,000
--------
$795,000
========
NOTE C - MORTGAGE RECEIVABLE
On February 12, 1990, the Company entered into a second mortgage agreement
on a commercial building in New York state. The $850,000 mortgage earned
interest at a rate of 13% per annum and was due on March 1, 1994. Interest
originally was payable annually at the rate of 8.5% per annum with the
balance of the interest and principal due upon the maturity of the loan.
F-7
NOTES TO FINANCIAL STATEMENTS
REGENCY EQUITIES CORP.
December 31, 1995
NOTE C - MORTGAGE RECEIVABLE (continued)
The note was amended effective as of June 1, 1992 to provide that (a)
interest was currently payable at an annual rate of 3%, (b) the additional
5.5% of annual interest to be deferred was to bear interest at 6% per annum
compounded monthly, and, (c) the balance of the interest was due with the
principal upon the maturity of the loan.
During 1993, the borrower ceased making interest payments on the mortgage
and the Company (a) ceased accruing interest on the mortgage, and (b)
commenced an action for collection against the borrower and the guarantor
of the mortgage. At December 31, 1994
the Company had provided a reserve of $187,937 against accrued interest and
a reserve of $450,000 against the principal balance. The reserves
totalling $637,937 were determined based upon management's estimate of the
net realizable value of the underlying property.
In November 1994, the United States District Court for the Southern
District of New York awarded a summary judgment against the borrower in the
amount of $1,341,093, which included unpaid principal and accrued interest
through October 28, 1994. In July 1995, the Court awarded a summary
judgment against Siegal in the amount of $1,564,753. The Company
vigorously pursued collection of the judgement and on October 3, 1995,
entered into a settlement agreement whereby the Company received $900,000
in cash in full settlement of all amounts outstanding. The settlement
resulted in a gain of $500,000 representing the recovery of amounts
previously reserved.
NOTE D - INCOME TAXES (BENEFIT)
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS 109).
SFAS 109 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. If it is more likely than not that some portion
or all of a deferred tax asset will not be realized, a valuation allowance
is recognized. In accordance with SFAS 109, the cumulative effect of
F-8
NOTES TO FINANCIAL STATEMENTS
REGENCY EQUITIES CORP.
December 31, 1995
NOTE D - INCOME TAXES (BENEFIT) (continued)
adoption on prior years' results of operations totalling $446,982, has been
shown in the Statement of Income for 1993, the year of change.
The provision (benefit) for income taxes consists of:
1995 1994 1993
-------- -------- --------
Federal:
Current ($157,115) $ 90,641 $ 128,939
Deferred 213,173 ( 7,006) (216,748)
State:
Current ( 23,533) 20,728 29,508
Deferred 29,506 ( 158) ( 30,842)
Increase (decrease)
in valuation allowance
of deferred tax assets ( 183,463) 460,330
-------- -------- ---------
Total ($121,432) $564,535 ($ 89,143)
======== ======== ========
The current benefit for 1995 results primarily from the deduction for income
tax purposes of a bad debt provision provided for in 1993. The deferred
benefit for 1993 results primarily from a provision for bad debt and
litigation settlement, respectively, deducted for financial reporting
purposes but not for income tax purposes.
The reconciliation of the provision for income taxes and the amount computed
by applying the statutory federal income tax rate to earnings (loss) before
income taxes is as follows:
1995 1994 1993
------ ------ ------
Federal tax (benefit) at statutory rate 34.0% 34.0% (34.0%)
State income tax (benefit), net of
federal income tax benefit 2.3 5.1 ( .3)
Increase (decrease) in valuation
allowance of deferred tax assets (110.9) 172.7
------ ------ -------
Provision (benefit) for income taxes ( 74.6%) 211.8% (34.3%)
====== ====== ======
F-9
NOTES TO FINANCIAL STATEMENTS
REGENCY EQUITIES CORP.
December 31, 1995
NOTE D - INCOME TAXES (BENEFIT) (continued)
Deferred tax assets (liabilities) consist of:
1995 1994
---------- ----------
Depreciation ($ 66,002) ($ 67,579)
Rental income ( 28,556) ( 29,363)
---------- ----------
Gross deferred tax liabilities ( 94,558) ( 96,942)
---------- ----------
Bad debt provision 237,150
Rental property loss allowance 76,435 76,435
Loss carryforwards 6,752,704 7,025,389
---------- ----------
Gross deferred tax assets 6,829,139 7,338,974
Valuation allowance ( 6,582,759) ( 7,213,362)
---------- ----------
Net deferred tax assets 246,380 125,612
---------- ---------
Deferred taxes $ 151,822 $ 28,670
========== ==========
A valuation allowance is provided to reduce the deferred tax assets to a
level which, more likely than not, will be realized. The net deferred assets
reflects management's estimate of the amount which will be realized from
future profitability with reasonable certainty. The amount of the deferred
tax asset considered realizable, however, could be reduced in the near term
if estimates of future taxable income during the carryforward period are
reduced. The valuation allowance as of December 31, 1993, the year in which
SFAS 109 was adopted, was $7,726,325. The net change in the total valuation
allowance for the years ended December 31, 1995 and 1994 were ($630,603) and
($512,963), respectively. The decrease in 1995 results primarily from the
expiration of loss carryforwards. The decrease in 1994 was due to the
expiration of loss carryforwards and the anticipated reduction in estimated
future taxable income resulting from the Company's payment in February 1995
of a $13,092,549 cash dividend.
F-10
NOTES TO FINANCIAL STATEMENTS
REGENCY EQUITIES CORP.
December 31, 1995
NOTE D - INCOME TAXES (BENEFIT) (concluded)
The Company had operating loss carryforwards at December 31, 1995 for federal
tax purposes as follows:
EXPIRES IN:
1996 $ 1,000,000
1997 1,700,000
1999 6,490,000
2000 8,700,000
2007 620,000
2010 460,000
-----------
$18,970,000
===========
The Company also had significant Michigan state operating loss carryforwards
at December 31, 1995.
The Company made income tax payments of $6,120, $2,210, and $6,433 during
1995, 1994 and 1993, respectively.
NOTE E - INCENTIVE STOCK OPTION PLANS
The Company has incentive stock option plans for certain officers that
provide for options to be granted at a price equal to fair market value at
the date of the grant. Options cannot be exercised after ten years from the
date of the grant or more than three months after the termination of an
optionee's employment with the Company. No stock options were granted or
exercised in 1993, 1994 or 1995. No options were outstanding at December 31,
1995; however, options were available to be granted for 5,450,000 shares.
NOTE F - RELATED PARTY TRANSACTIONS
The current Chief Financial Officer is a partner in a certified public
accounting firm which provides accounting and tax services to the Company.
Fees paid by the Company to that firm were $27,946 in 1995, $56,238 in 1994
and $36,977 in 1993.
F-11
NOTES TO FINANCIAL STATEMENTS
REGENCY EQUITIES CORP.
December 31, 1995
NOTE G - LITIGATION SETTLEMENT
In an action commenced by Marvin L. Olshan, a former president and director
of the Company, Mr. Olshan sought $468,000 plus interest from December 31,
1989 for additional compensation over and above his salary, for services
allegedly rendered during 1988 and 1989. On December 8, 1994 the Company
paid Mr. Olshan $10,000 in full settlement of the matter.
NOTE H - DIVIDENDS PAID
On January 16, 1995, the Board of Directors declared a $13,092,549 ($.15 per
share) dividend which was paid February 7, 1995 to shareholders of record as
of January 30, 1995. The dividend represented approximately 77.5% and 77.8%
of total assets and shareholders' equity at December 31, 1994, respectively.
Included in interest income for the years ended December 31, 1994 and 1993 is
$442,698 and $372,365, respectively earned on the $13,092,549 cash.
The Company's Board of Directors has not yet determined the future direction
of the Company, although the Board intends to give careful consideration to
a liquidation and distribution to shareholders of all or substantially all of
the Company's remaining assets.
F-12
REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULES
Board of Directors
Regency Equities Corp.
The audits referred to in our report dated February 9, 1996 relating to the
financial statements of Regency Equities Corp., which is contained in Item 8
of this Form 10-K included the audit of the financial statement schedules
listed in the accompanying index. These financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statement schedules based on our audits.
In our opinion such financial statement schedules present fairly, in all
material respects, the information set forth therein.
BDO SEIDMAN, LLP
Los Angeles, California
February 9, 1996
F-13
REGENCY EQUITIES CORP.
VALUATION AND QUALIFYING ACCOUNTS - SCHEDULE II
December 31, 1995
Additions Additions
Balance at (deductions)(deductions)Balance
beginning charged to from at end
of year operations reserve of year
---------- ---------- --------- ---------
Allowance for credit losses:
Year ended December 31, 1994$ 637,937 $ $ $ 637,937
---------- ---------- --------- ----------
Year ended December 31, 1995$ 637,937 $ ($637,937) $ 0
---------- ---------- -------- ----------
Deferred tax valuation
allowance deducted from deferred
tax assets:
Year ended December 31, 1994$7,726,325 $ 460,330 ($973,293) $7,213,362
---------- --------- -------- ----------
Year ended December 31, 1995$7,213,362 ($ 183,463)($447,140) $6,582,759
---------- --------- -------- ----------
F-14
REGENCY EQUITIES CORP.
REAL ESTATE AND ACCUMULATED DEPRECIATION - SCHEDULE III
Costs
capitalized Gross amount
subsequent to at which carried (4) Life (years)
Initial Cost acquisition at close of period Accumu- on which
-------------- ------------ -------------------------
(1) Bldg. & Bldg. & lated deprecia-
Descrip- Improve- Improve- Improve- (5) Deprecia- Date tion is
tion Land ments ments Land ments Total tion acquired computed
- ---------- ------ -------- -------- ------ --------- ----- --------- --------- --------
December 31,
1995 $266,076 $794,337 $411,028 $266,076 $1,205,365 $1,471,441 $245,340 Oct 1976 25
(1) The property is a shopping arcade in Grand Rapids, Michigan.
(2) The property was not subject to encumbrance at December 31, 1995, 1994, or 1993.
(3) An allowance for possible losses of $215,000 has been provided at December 31, 1995,
1994, and 1993 to adjust the carrying value of the property to estimated net
realizable value.
(4) Reconciliation of accumulated depreciation:
1995 1994 1993
-------- -------- --------
Balance at beginning of period$196,272$147,204$ 98,136
Additions during period 49,068 49,068 49,068
-------- -------- --------
Balance at close of period$245,340$196,272 $147,204
======== ======== ========
(5) The aggregate cost for federal income tax purposes of the property for each
of the three years December 31, 1993, 1994 and 1995 was $1,297,309.
F-15
/TABLE
REGENCY EQUITIES CORP.
MORTGAGE LOAN ON REAL ESTATE AND INTEREST EARNED ON MORTGAGE
SCHEDULE - IV
Part 1 Part 2
Mortgage loan on Real Estate at close of period Interest earned on mortgage
- ----------------------------------------------------------- ----------------------------
Amount of
principal Amount of Interest
Carrying unpaid at mortgage Interest due income earned
Prior amount of close of being and accrued at applicable
Description liens mortgage period foreclosed end of period to period
- ----------- ----- -------- --------- ---------- -------------- -------------
December 31,
1995 $ 0 $ 0 $ 0 None $ 0 $ 0
The loan was a second mortgage on a commercial building in New York state.
Reconciliation of carrying amount
of mortgage: 1995 1994 1993
-------- -------- --------
Balance at beginning of period$400,000$400,000$850,000
Deduction during period:
Recovery (Reserve) for450,000 ( 450,000)
uncollectibility
Payment received( 850,000)
-------- -------- --------
Balance at close of period$ 0$400,000$400,000
======== ======== ========
Reconciliation of interest
due and accrued:
Balance at beginning of period$ 0$ 0$140,052
Additions during period:
Interest earned 56,385
-------- -------- --------
0 0 196,437
-------- -------- --------
Deductions during period:
Collections of interest( 50,000) ( 8,500)
Recovery (reserve) for50,000 ( 187,937)
------- -------- --------
uncollectibility
0 0( 196,487)
------- -------- --------
Balance at close of period$ 0$ 0$ 0
======= ======== ========
F-16
/TABLE
REGENCY EQUITIES CORP.
ANNUAL REPORT ON FORM 10-K
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------- ----------- ----
3.1 Certificate of Incorporation of the Company as amended and
restated to date, incorporated herein by this reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991.
3.2 By-laws of the Company, incorporated herein by this reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990.
10.1 1986 Stock Option Plan, incorporated herein by this reference
to Exhibit 10.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991.
10.2 Incentive Stock Option Plan, incorporated herein by this
reference to Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991.
10.3 Lease Agreement dated February 17, 1978 and amended by First
Amendment of Lease dated September 1, 1984 and by Second
Amendment of Lease dated as of June 1, 1990, incorporated
herein by this reference to Exhibit 10.6 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
10.4 Indemnification Agreement dated February 7, 1995, between the
Company and William J. Adams, incorporated herein by this
reference to Exhibit 10.4 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
10.5 Indemnification Agreement dated February 7, 1995, between the
Company and Allan L. Chapman, incorporated herein by this
reference to Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
10.6 Indemnification Agreement dated February 7, 1995, between the
Company and Morris Engel, incorporated herein by this
reference to Exhibit 10.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
10.7 Indemnification Agreement dated February 7, 1995, between the
Company and Ira L. Gottshall, incorporated herein by this
reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
10.8 Indemnification Agreement dated February 7, 1995, between the
Company and Peter M. Graham, incorporated herein by this
reference to Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
10.9 Indemnification Agreement dated February 14, 1995, between
the Company and Ronald LaBow, incorporated herein by this
reference to Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
10.10 Indemnification Agreement dated February 7, 1995, between the
Company and Martin Oliner, incorporated herein by this
reference to Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
27.1 Financial Data Schedule (included only in the electronic
filing)