x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended: September
30, 2009
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OR | |
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For
the transition period from _______________ to
_______________
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Delaware |
72-0888772
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(State or other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) |
Identification
No.)
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610
Jensen Beach Boulevard
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Jensen Beach, Florida |
34957
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(Address of Principal Executive Office) |
(Zip
Code)
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Large accelerated
filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer (Do not check if a smaller reporting company) ¨
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Smaller reporting
company x
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Page
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Part
I.Financial Information
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Item
1.
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Financial
Statements
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Condensed
Consolidated Balance Sheets September 30, 2009 (unaudited) and December
31, 2008
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3 | ||
Condensed
Consolidated Statements of Operations (Unaudited)
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4 | ||
Condensed
Consolidated Statement of Cash Flows (Unaudited)
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5 | ||
Notes
to Condensed Consolidated Financial Statements
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6 | ||
Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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10 | |
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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13 | |
Item
4.
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Controls
and Procedures
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14 | |
Part
II. Other Information
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Item
1.
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Legal
Proceedings
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14 | |
Item
1A.
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Risk
Factors
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14 | |
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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14 | |
Item
3.
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Defaults
Upon Senior Securities
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14 | |
Item
4.
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Submission
of Matters to a Vote of Security Holders
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14 | |
Item
5.
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Other
Information
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14 | |
Item
6.
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Exhibits
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14 | |
Signatures
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16 |
Assets
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||||||||
September
30,
2009
(Unaudited)
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December
31, 2008
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Current
Assets
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||||||||
Cash and cash
equivalents
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$ | 3,288,093 | $ | 7,469,213 | ||||
Marketable
securities
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3,800,000 | 2,900,000 | ||||||
Interest receivable, net of
allowance of $644,109
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- | - | ||||||
Other current
assets
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194,575 | 404,424 | ||||||
Total
Current Assets
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7,282,668 | 10,773,637 | ||||||
Property,
plant and equipment, net
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6,408 | 9,283 | ||||||
Investment
in partnerships/LLC
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13,051,940 | 10,972,900 | ||||||
Deferred
tax asset
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1,105,000 | 1,105,000 | ||||||
Other
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1,300 | 1,300 | ||||||
Total Assets
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$ | 21,447,316 | $ | 22,862,120 |
Liabilities
and Stockholders’ Equity
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||||||||
Current
Liabilities
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||||||||
Accounts payable and accrued
expenses
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$ | 331,679 | $ | 300,600 | ||||
Settlement
payable
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- | 3,025,269 | ||||||
Total
Liabilities
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331,679 | 3,325,869 | ||||||
Stockholders'
equity
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||||||||
Serial preferred stock Series C
and D, 234,544 shares outstanding,
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not
subject to mandatory redemption (Maximum liquidation
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preference
$21,141,940)
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486,076 | 486,076 | ||||||
Common stock, par value $.01;
authorized 8,000,000 shares;
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issued
3,534,812 shares; outstanding 3,468,544 shares
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35,349 | 35,349 | ||||||
Additional paid-in
capital
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7,376,219 | 7,281,219 | ||||||
Readjustment resulting from
quasi-reorganization at December
1987
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(1,670,596 | ) | (1,670,596 | ) | ||||
Retained earnings
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15,297,439 | 13,813,053 | ||||||
Note receivable - sale of stock,
net of allowance of $2,440,000
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- | - | ||||||
Treasury stock, 66,268 shares at
cost
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(408,850 | ) | (408,850 | ) | ||||
Total
Stockholders' Equity
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21,115,637 | 19,536,251 | ||||||
Total
Liabilities and Stockholders’ Equity
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$ | 21,447,316 | $ | 22,862,120 |
Three
Months Ended Sept. 30,
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Nine
Months Ended Sept. 30,
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2009
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2008
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2009
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2008
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Net
Sales
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$ | - | $ | - | $ | - | $ | - | ||||||||
Costs
and expenses
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||||||||||||||||
General and administrative
expenses
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318,052 | 555,415 | 876,156 | 1,177,946 | ||||||||||||
318,052 | 555,415 | 876,156 | 1,177,946 | |||||||||||||
Loss
from operations
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(318,052 | ) | (555,415 | ) | (876,156 | ) | (1,177,946 | ) | ||||||||
Income
from equity investment in partnerships
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1,594,008 | 1,233,922 | 2,429,041 | 2,447,050 | ||||||||||||
Interest
and dividend income
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1,470 | 43,318 | 43,308 | 140,693 | ||||||||||||
Interest
expense
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(1,783 | ) | 72 | (20,606 | ) | 72 | ||||||||||
Net
income before income taxes
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1,275,643 | 721,887 | 1,536,615 | 1,409,869 | ||||||||||||
Income
tax expense
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32,055 | 37,499 | 52,229 | 58,560 | ||||||||||||
Net
Income
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$ | 1,243,588 | $ | 684,388 | 1,484,386 | 1,351,309 | ||||||||||
Net
Income per common share
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Basic
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$ | .35 | $ | .19 | $ | .42 | $ | .38 | ||||||||
Diluted
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$ | .33 | $ | .18 | $ | .40 | $ | .36 | ||||||||
Weighted
average number of common shares
outstanding
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Basic
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3,534,812 | 3,534,812 | 3,534,812 | 3,533,032 | ||||||||||||
Diluted
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3,744,489 | 3,741,954 | 3,695,811 | 3,752,528 |
Nine Months Ended September 30,
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2009
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2008
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Cash
Flows from operating activities
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Net income
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$
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1,484,386
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$
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1,351,309
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Adjustments to reconcile net
income to
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net cash used in operating
activities
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Depreciation and
amortization
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2,875
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2,875
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(Income) from equity investment
in partnerships
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(2,429,040)
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(2,447,050)
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Stock based
compensation
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95,000
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154,200
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Changes in operating assets and
liabilities
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|||||
Other current
assets
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209,849
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(16,097)
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Accounts payable and accrued
expenses
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31,079
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(91,629)
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Settlement
payable
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(3,025,269)
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-
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Net
cash (used in) operating activities
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(3,631,120)
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(1,046,392)
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Cash
flows from investing activities
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Proceeds
from partnership distributions
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350,000
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1,375,000
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Proceeds
from sales of marketable securities
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54,600,000
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60,000,000
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Purchases
of marketable securities
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(55,500,000)
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(57,416,237)
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Net cash provided by (used in)
investing activities
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(550,000)
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3,958,763
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Increase
(decrease) in cash and cash equivalents
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$
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(4,181,120)
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$
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2,912,371
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Cash
and cash equivalents – beginning
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7,469,213
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253,566
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Cash
and cash equivalents – ending
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$
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3,288,093
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$
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3,165,937
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Nine
Months Ended September 30,
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2009
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2008
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Supplemental
disclosures of cash flow information:
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Cash paid during the period
for
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Interest
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$
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20,606
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$
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-
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Income taxes
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$
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139,905
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$
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103,814
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3.1(i)(a)
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Restated
Certificate of Incorporation of the Company (filed as Exhibit 3.1(i)(a) to
the Company's Quarterly Report on Form 10-Q for the period ended September
30, 2002, filed on November 19, 2002, and incorporated herein by
reference).
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3.1(i)(b)
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Corrected
Certificate of Amendment reflecting amendment to Restated Certificate of
Incorporation of the Company (filed as Exhibit 3.1(i)(b) to the Company's
Quarterly Report
on Form 10-Q for the period ended September 30, 2002, filed on November
19, 2002, and incorporated herein by reference).
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3.1(i)(c)
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Certificate
of Amendment of Restated Certificate of Incorporation of Regency
Affiliates, Inc. (filed as Exhibit A to the Company's Information
Statement on Schedule 14C filed on October 27, 2003 and incorporated by
reference herein).
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3.1(i)(d)
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Certificate
of Designation - Series B Preferred Stock, $10 Stated Value, $.10 par
value (filed as Exhibit to Form 10-K dated June 7, 1993 and incorporated
herein by reference).
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3.1(i)(e)
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Amended
and Restated Certificate of Designation, Series C Preferred Stock, $100
Stated Value, $.10 par value (filed as Exhibit 99.4 to the Company's
Current Report on
Form 8-K filed on October 18, 2002, and incorporated herein by
reference).
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3.1(i)(f)
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Certificate
of Designation - Series D Junior Preferred Stock, $10 Stated Value, $.10
par value (filed as Exhibit to Form 10-K dated June 7, 1993 and
incorporated herein by reference).
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3.1(i)(g)
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Certificate
of Designation - Series E Preferred Stock, $100 Stated Value, $.10 par
value (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the year ended
December 31, 1995 at page E-1, and incorporated herein by
reference).
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3.1(ii)(a)
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By-laws
of the Company (filed as Exhibit 3.4 to the Company's Registration
Statement on Form S-1, Registration Number 2-86906, and incorporated
herein by reference).
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3.1.(ii)(b)
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Amendment
No. 1 to By-Laws of the Company (filed as Exhibit 3.1(ii)(b) to the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
2002, filed on November 19, 2002, and incorporated herein by
reference).
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31.1+
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Chief
Executive Officer’s Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2+
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Chief
Financial Officer’s Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1+
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Chief
Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2+
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Chief
Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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+
Filed herewith
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REGENCY AFFILIATES, INC. | |||
Date January
6, 2010
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By:
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/s/ Laurence S. Levy | |
Laurence S. Levy | |||
President and Chief Executive Officer | |||
Date January
6, 2010
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By:
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/s/ Neil N. Hasson | |
Neil N. Hasson | |||
Chief Financial Officer | |||
3.1(i)(a)
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Restated
Certificate of Incorporation of the Company (filed as Exhibit 3.1(i)(a) to
the Company's Quarterly Report on Form 10-Q for the period ended September
30, 2002, filed on November 19, 2002, and incorporated herein by
reference).
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3.1(i)(b)
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Corrected
Certificate of Amendment reflecting amendment to Restated Certificate of
Incorporation of the Company (filed as Exhibit 3.1(i)(b) to the Company's
Quarterly Report
on Form 10-Q for the period ended September 30, 2002, filed on November
19, 2002, and incorporated herein by reference).
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3.1(i)(c)
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Certificate
of Amendment of Restated Certificate of Incorporation of Regency
Affiliates, Inc. (filed as Exhibit A to the Company's Information
Statement on Schedule 14C filed on October 27, 2003 and incorporated by
reference herein).
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3.1(i)(d)
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Certificate
of Designation - Series B Preferred Stock, $10 Stated Value, $.10 par
value (filed as Exhibit to Form 10-K dated June 7, 1993 and incorporated
herein by reference).
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3.1(i)(e)
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Amended
and Restated Certificate of Designation, Series C Preferred Stock, $100
Stated Value, $.10 par value (filed as Exhibit 99.4 to the Company's
Current Report on
Form 8-K filed on October 18, 2002, and incorporated herein by
reference).
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3.1(i)(f)
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Certificate
of Designation - Series D Junior Preferred Stock, $10 Stated Value, $.10
par value (filed as Exhibit to Form 10-K dated June 7, 1993 and
incorporated herein by reference).
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3.1(i)(g)
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Certificate
of Designation - Series E Preferred Stock, $100 Stated Value, $.10 par
value (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K
for the year ended
December 31, 1995 at page E-1, and incorporated herein by
reference).
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3.1(ii)(a)
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By-laws
of the Company (filed as Exhibit 3.4 to the Company's Registration
Statement on Form S-1, Registration Number 2-86906, and incorporated
herein by reference).
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3.1.(ii)(b)
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Amendment
No. 1 to By-Laws of the Company (filed as Exhibit 3.1(ii)(b) to the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
2002, filed on November 19, 2002, and incorporated herein by
reference).
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31.1+
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Chief
Executive Officer’s Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2+
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Chief
Financial Officer’s Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1+
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Chief
Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2+
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Chief
Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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