SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2003
OR
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-10695
REGENCY EQUITIES CORP.
Delaware | 23-2298894 | |||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
11845 WEST OLYMPIC BOULEVARD, SUITE 900 LOS ANGELES, CA 90064 |
||
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code 310-827-9604
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. Number of Shares of Common Stock outstanding as of November 13, 2003 is 87,283,661.
REGENCY EQUITIES CORP.
INDEX
Page | ||||
Part I |
Financial Information |
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Item 1. |
Financial Statements |
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Balance Sheets as of September 30, 2003
(Unaudited) and December 31, 2002
|
1 |
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Statements of Operations for the three
Months and Nine Months Ended September 30, 2003
and 2002 (Unaudited)
|
2 |
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Statement of Changes in Shareholders Equity
for the Nine Months Ended September 30, 2003
(Unaudited)
|
3 |
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Statements of Cash Flows for the Nine Months
Ended September 30, 2003 and 2002 (Unaudited)
|
4 |
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Notes to Financial Statements (Unaudited)
|
5-6 |
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Item 2. |
Managements Discussion and Analysis
of Financial Condition and Results
of Operations
|
7 |
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Item 3. |
Quantitative and Qualitative
Disclosures About Market Risk
|
7 |
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Item 4. |
Controls and Procedures
|
7 |
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Part II |
Other Information |
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Item 6. |
Exhibits and Reports on Form 8-K
|
8 |
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Signature Page |
9 |
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Index to Exhibits |
10 |
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Exhibit 31.1 |
11-12 |
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Exhibit 31.2 |
13-14 |
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Exhibit 32.1 |
15 |
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY EQUITIES CORP.
BALANCE SHEETS
SEPTEMBER 30, | DECEMBER 31, | ||||||||
2003 | 2002 | ||||||||
(Unaudited) | |||||||||
ASSETS |
|||||||||
Cash |
$ | 2,587,584 | $ | 2,736,423 | |||||
Rent receivable |
3,543 | 5,945 | |||||||
Prepaid insurance |
28,906 | 29,372 | |||||||
Rental property owned, net of write
down for possible loss of $215,000
and accumulated depreciation of
$577,304 in 2003 and $549,380 in
2002 |
679,137 | 707,061 | |||||||
$ | 3,299,170 | $ | 3,478,801 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|||||||||
LIABILITIES |
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Accounts payable and accrued expenses |
24,497 | $ | 30,383 | ||||||
Income taxes payable |
1,220 | 1,220 | |||||||
25,717 | 31,603 | ||||||||
SHAREHOLDERS EQUITY |
|||||||||
Preferred stock, par value $.01 per
share, authorized 5,000,000 shares;
none issued |
|||||||||
Common stock, par value $.01 per
share, authorized 125,000,000 shares;
issued and outstanding 87,283,661
shares |
872,836 | 872,836 | |||||||
Additional paid-in capital |
47,660,331 | 47,660,331 | |||||||
Accumulated deficit |
(45,259,714 | ) | (45,085,969 | ) | |||||
3,273,453 | 3,447,198 | ||||||||
$ | 3,299,170 | $ | 3,478,801 | ||||||
See accompanying notes to financial statements
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REGENCY EQUITIES CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||||
SEPTEMBER 30, | SEPTEMBER 30, | |||||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||||
REVENUES: |
||||||||||||||||||
Interest income |
$ | 7,162 | $ | 11,166 | $ | 23,127 | $ | 33,755 | ||||||||||
Rental income |
12,515 | 12,176 | 39,045 | 37,161 | ||||||||||||||
TOTAL REVENUES |
19,677 | 23,342 | 62,172 | 70,916 | ||||||||||||||
EXPENSES: |
||||||||||||||||||
Administrative expense |
24,554 | 26,129 | 73,991 | 73,642 | ||||||||||||||
Professional fees |
8,367 | 10,756 | 39,932 | 38,140 | ||||||||||||||
Rental expense |
37,276 | 26,401 | 120,964 | 83,688 | ||||||||||||||
TOTAL EXPENSES |
70,197 | 63,286 | 234,887 | 195,470 | ||||||||||||||
LOSS BEFORE INCOME TAXES |
(50,520 | ) | (39,944 | ) | (172,715 | ) | (124,554 | ) | ||||||||||
PROVISION FOR INCOME TAXES |
610 | 610 | 1,030 | 1,220 | ||||||||||||||
NET LOSS |
($51,130 | ) | ($40,554 | ) | ($173,745 | ) | ($125,774 | ) | ||||||||||
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING |
87,283,661 | 87,283,661 | 87,283,661 | 87,283,661 | ||||||||||||||
BASIC AND DILUTED LOSS PER SHARE |
($.001 | ) | ($.001 | ) | ($.002 | ) | ($.001 | ) | ||||||||||
See accompanying notes to financial statements
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REGENCY EQUITIES CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
COMMON STOCK | ||||||||||||||||
ADDITIONAL | ||||||||||||||||
NUMBER OF | PAID-IN | ACCUMULATED | ||||||||||||||
SHARES | AMOUNT | CAPITAL | DEFICIT | |||||||||||||
BALANCE AT |
||||||||||||||||
December 31, 2002 |
87,283,661 | $ | 872,836 | $ | 47,660,331 | ($45,085,969 | ) | |||||||||
Net loss for the
nine months ended
September 30, 2003 |
(173,745 | ) | ||||||||||||||
BALANCE AT |
||||||||||||||||
September 30, 2003 |
87,283,661 | $ | 872,836 | $ | 47,660,331 | ($45,259,714 | ||||||||||
See accompanying notes to financial statements
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REGENCY EQUITIES CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
NINE MONTHS ENDED | ||||||||||
SEPTEMBER 30, | ||||||||||
2003 | 2002 | |||||||||
CASH USED IN OPERATING ACTIVITIES: |
||||||||||
Net loss |
($173,745 | ) | ($125,774 | ) | ||||||
Adjustments to reconcile net
loss to net cash used in operating
activities: |
||||||||||
Depreciation |
27,924 | 27,924 | ||||||||
Change in operating assets and
liabilities: |
||||||||||
Rent receivable |
2,868 | (1,136 | ) | |||||||
Accounts payable and accrued expenses |
(5,886 | ) | (58,030 | ) | ||||||
NET CASH USED IN OPERATING ACTIVITIES |
(148,839 | ) | (157,016 | ) | ||||||
CASH BEGINNING OF PERIOD |
2,736,423 | 2,965,258 | ||||||||
CASH END OF PERIOD |
$ | 2,587,584 | $ | 2,808,242 | ||||||
See accompanying notes to financial statements
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Regency Equities Corp.
Notes to Financial Statements
September 30, 2003
(Unaudited)
1. | Significant accounting policies | |
Significant accounting policies of Regency Equities Corp. (the Company) are set forth in its Annual Report on Form 10-K as filed by the Company for the year ended December 31, 2002, together with certain procedural disclosures. | ||
In April 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies accounting and reporting for derivative instruments and hedging activities under SFAS 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 is effective for derivative instruments and hedging activities entered into or modified after September 30, 2003, except for certain forward purchase and sale securities. For these forward purchase and sale securities, SFAS No. 149 is effective for both new and existing securities after September 30, 2003. This statement is not applicable to the Company. | ||
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. In accordance with the standard, financial instruments that embody obligations for the issuer are required to be classified as liabilities. SFAS No. 150 will be effective for financial instruments entered into or modified after May 31, 2003 and otherwise will be effective at the beginning of the first interim period beginning after June 15, 2003. This statement is not applicable to the Company. | ||
2. | Basis of reporting | |
The balance sheet as of September 30, 2003, the statements of operations for the three month periods ended September 30, 2003 and 2002 and the nine month periods ended September 30, 2003 and 2002, the statement of changes in shareholders equity for the nine months ended September 30, 2003 and the statements of cash flows for the nine month periods ended September 30, 2003 and 2002 have been prepared by the Company without audit. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statement presentation. In the opinion of management, such statements include all adjustments (consisting only |
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of normal recurring items) which are considered necessary for a fair presentation of the financial position of the Company at September 30, 2003 and the results of its operations and cash flows for the three month and nine month periods then ended. | ||
It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2002. The results of operations for the three month and nine month periods ended September 30, 2003 are not necessarily indicative of the results that might be affected for the year ending December 31, 2003. | ||
3. | Rental property | |
Real estate owned consists of a shopping center (the Center) located in Grand Rapids, Michigan. Approximately 12.5% of the Center is leased to a tenant on a month-to-month basis. Minimum rent in connection with this tenant is $3,500 per month. The remaining 87.5% of the Center is vacant. |
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Results of Operations
(1) | During the third quarter of 2003, the Company recorded a loss of $50,520 before income taxes compared to a loss of $39,944 for the same period of 2002. The increase in loss resulted principally from (i) a decrease in interest income of $4,004, (ii) an increase in insurance expense of $9,063 arising from an increased insurance premium, and (iii) an increase in miscellaneous repairs of $2,154. This was offset by a decrease in directors fees due to the resignation of two board members. | ||
(b) | During the nine months ended September 30, 2003, the Company recorded a loss of $172,715 before income taxes compared to a loss of $124,554 for the same period of 2002. The increase in loss resulted principally from (i) a decrease in interest income of $10,628, (ii) an increase in insurance expense of $27,614 arising from an increase in insurance premium, and (iii) an increase in legal fees of $6,236 due to the requirements of the Sarbanes-Oxley Act of 2002. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | |
Not applicable. |
Item 4. | Controls and Procedures. | |
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act), the Companys management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in ensuring that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. No change in the Companys internal control over financial reporting occurred during the Companys most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. |
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PART II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) | Exhibits: |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(b) | Reports on Form 8-K | ||
None |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
REGENCY EQUITIES CORP. (Registrant) |
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DATE: November 13, 2003 | By | /s/ ALLAN L. CHAPMAN |
Allan L. Chapman Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) |
DATE: November 13, 2003 | By | /s/ MORRIS ENGEL |
Morris Engel Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
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REGENCY EQUITIES CORP.
QUARTERLY REPORT ON FORM 10-Q
INDEX TO EXHIBITS
Exhibit | ||
Number | ||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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