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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Regency Affiliates Inc (PK) | USOTC:RAFI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.48 | 4.40 | 4.74 | 0.00 | 18:03:04 |
x
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
REGENCY AFFILIATES, INC.
|
||
(Exact name of registrant as specified in its charter)
|
||
Delaware
|
72-0888772
|
|
(State or other jurisdiction
of incorporation)
|
|
(IRS Employer Identification No.)
|
610 Jensen Beach Boulevard
Jensen Beach, Florida
|
34957
|
|
Address of Principal Executive Offices) |
Zip Code
|
|
(772) 334-8181
|
||
Registrant’s Telephone Number, Including Area Code
|
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer o | Small reporting company x |
ITEM 1.
|
BUSINESS
|
1
|
ITEM 1A.
|
RISK FACTORS
|
7
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
7
|
ITEM 2.
|
PROPERTIES
|
8
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
8
|
ITEM 4.
|
(Removed and Reserved)
|
9
|
PART II
|
||
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS
|
|
MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
9
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
10
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
|
|
CONDITION AND RESULTS OF OPERATIONS
|
10
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
13
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
13
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
|
|
ACCOUNTING AND FINANCIAL DISCLOSURE
|
13
|
|
ITEM 9A(T)
|
CONTROLS AND PROCEDURES
|
13
|
ITEM 9B.
|
OTHER INFORMATION
|
14
|
PART III
|
||
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND
|
|
CORPORATE GOVERNANCE
|
14
|
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
16
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
|
|
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
19
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
|
|
DIRECTOR INDEPENDENCE
|
20
|
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
21
|
PART IV
|
||
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
21
|
SIGNATURES
|
||
EXHIBIT INDEX
|
ITEM 1.
|
BUSINESS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
(Removed and Reserved)
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
|
YEAR ENDED
|
||||||||
DECEMBER 31, 2008
|
||||||||
HIGH ($)
|
LOW ($)
|
|||||||
First Quarter
|
5.65 | 4.86 | ||||||
Second Quarter
|
5.16 | 4.06 | ||||||
Third Quarter
|
4.75 | 4.00 | ||||||
Fourth Quarter
|
4.00 | 2.50 |
YEAR ENDED
|
||||||||
DECEMBER 31, 2009
|
||||||||
HIGH ($)
|
LOW ($)
|
|||||||
First Quarter
|
2.50 | 2.25 | ||||||
Second Quarter
|
4.50 | 2.42 | ||||||
Third Quarter
|
4.00 | 3.80 | ||||||
Fourth Quarter
|
3.85 | 3.10 |
ITEM 6.
|
SELECTED FINANCIAL DATA –
Not Applicable
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A(T).
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
NAME, AGE
|
POSITIONS AND OFFICES HELD AND PRINCIPAL OCCUPATIONS
OR EMPLOYMENT DURING PAST FIVE YEARS |
Laurence S. Levy, 54
|
Mr. Levy is Chairman of the Board of Directors, President, and Chief Executive Officer of the Company since 2002. Mr. Levy founded the predecessor to Hyde Park Holdings, LLC in July 1986 and has since served as its Chairman. Hyde Park Holdings, LLC is an investor in middle market businesses. Mr. Levy serves as an officer or director of many companies in which Hyde Park Holdings, LLC or its affiliates invests. Presently, these companies include: Ozburn-Hessey Logistics LLC, a national logistics services company, of which Mr. Levy is a director; Derby Industries LLC, a sub-assembly business to the appliance, food and transportation industries, of which Mr. Levy is chairman; PFI Resource Management LP, an investor in the Private Funding Initiative program in the United Kingdom, of which Mr. Levy is general partner; and Warehouse Associates L.P., a provider of warehouse and logistics services, of which Mr. Levy is Chairman. During the past five years, Mr. Levy has served on the Board of Directors of two public companies: Rand Logistics, Inc. Rand Logistics, Inc., a NASDAQ listed company which provides bulk freight shipping services throughout the Great Lakes region, of which Mr. Levy is chairman of the board and chief executive officer, and Essex Rental Corp., a NASDAQ listed company and one of North America’s leading providers of lattice-boom crawler crane and attachment rental services, of which he is chairman of the board. Mr. Levy is a director of Sunbelt Holdings, Inc., a leading distributor of wine and spirits. In addition, from March 1997 to January 2001, Mr. Levy served as Chairman of Detroit and Canada Tunnel Corporation, a company which operates the toll tunnel between Detroit, Michigan and Windsor, Ontario, and from August 1993 until May 1999, Mr. Levy served as Chief Executive Officer of High Voltage Engineering Corporation, a diversified industrial and manufacturing company. Mr. Levy received a Bachelor of Commerce degree and a Bachelor of Accountancy degree from the University of Witwatersrand in Johannesburg, South Africa. He is qualified as a Chartered Accountant (South Africa). Mr. Levy received a Master of Business Administration degree from Harvard University and graduated as a Baker Scholar. In light of Mr. Levy’s financial, accounting and investment knowledge, his service on boards and as an advisor to other public and private companies, and the knowledge and experience he has gained from such service, including his ability and expertise in evaluating potential investment opportunities and in the area of corporate governance, our Board has concluded that Mr. Levy should continue to serve as a member of our Board of Directors.
|
Neil N. Hasson, 45
|
Mr. Hasson is a Director and Chief Financial Officer of the Company since 2002. In February 2005, Mr. Hasson was appointed as a Director of Citigroup Property Investors (“CPI”). CPI is an international real estate investment manager. Previously, Mr. Hasson was the head of European Real Estate for DLJ Real Estate Capital Partners, a $660 million real estate fund managed by Donaldson, Lufkin and Jenrette ("DLJ"), where he was involved with the acquisition of real estate throughout the world. Mr. Hasson joined DLJ as a Managing Director in New York in January 1995. In light of Mr. Hasson’s substantial investment experience, particularly in the area of real estate investments, including his ability and expertise in evaluating potential investment opportunities, our Board has concluded that Mr. Hasson should continue to serve as a member of our Board of Directors.
|
Errol Glasser, 57
|
Mr. Glasser is a Director of the Company since 2002. Mr. Glasser has been President of Triangle Capital, LLC, a private investment and advisory company based in New York City since 2004. Previously, Mr. Glasser was President of East End Capital Management and a Managing Director at Kidder, Peabody & Co. with responsibility for its West Coast investment banking activity and served as a member of the Bord of Directors and the Audit Committee of Motgomery Ward. Mr. Glasser is a member of the compensation, nominating and audit committees. Mr. Glasser received a Bachelor of Commerce degree and a Higher Diploma in Accountancy from the University of Witwatersrand in Johannesburg, South Africa. He received his MBA from the Tuck School of Business at Dartmouth. In light of Mr. Glasser’s financial, accounting and investment knowledge, his service on boards, on an audit committee and as an advisor to other public and private companies, and the knowledge and experience he has gained from such service, including his ability and expertise in evaluating potential investment opportunities and in the area of corporate governance, our Board has concluded that Mr. Glasser should continue to serve as a member of our Board of Directors.
|
Carol Zelinski, 56
|
Ms. Zelinski is the Secretary of the Company. Since 1997, Ms. Zelinski has been an analyst at Hyde Park Holdings, LLC, a private investment firm. Ms. Zelinski also serves as the Secretary of Rand Logistics, Inc., a NASDAQ listed company which provides bulk freight shipping services throughout the Great Lakes region and Secretary of Essex Rental Corp., a NASDAQ listed company and one of North America’s leading providers of lattice-boom crawler crane and attachment rental services. Ms. Zelinski is not a Director of the Company.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus ($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
Laurence S. Levy
|
2009
|
200,000
|
0
|
0
|
95,000
(1) |
0
|
0
|
45,000
(3) |
340,000
|
President and Chief Executive Officer
|
2008
|
200,000
|
0
|
0
|
154,200
(2)
|
0
|
0
|
45,000
(3) |
399,200
|
Neil N. Hasson
|
2009
|
50,000
|
0
|
0
|
0
|
0
|
0
|
12,500
(3) |
62,500
|
Chief Financial Officer
|
2008
|
50,000
|
0
|
0
|
0
|
0
|
0
|
12,500
(3) |
62,500
|
(1)
|
On April 30, 2009 Mr. Levy was granted 50,000 stock options pursuant to our 2003 Stock Incentive Plan, as amended. We determined the above fair market values of the options issued under the Black-Scholes Option Pricing Model and with the provisions of FASB ASC Topic 718.
|
(2)
|
On August 13, 2008 Mr. Levy was granted 50,000 stock options pursuant to our 2003 Stock Incentive Plan, as amended. We determined the above fair market values of the options issued using the Black-Scholes Option Pricing Model and with the provisions of FASB ASC Topic 718.
|
(3)
|
Other compensation consists of contributions made to a SEP-IRA retirement plan.
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of Securities Underlying Unexercised Options (#)
Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Laurence S. Levy (1)
|
25,000
50,000
50,000
50,000
50,000
50,000
50,000
|
0
0
0
0
0
0
0
|
0
0
0
0
0
0
0
|
1.35
1.53
2.01
6.27
5.10
4.20
2.90
|
4/3/2013
10/1/2013
6/10/2014
4/1/2016
8/14/2017
8/13/2018
4/30/2019
|
0
|
0
|
0
|
0
|
Neil N. Hasson (1)
|
25,000
50,000
50,000
|
0
0
0
|
0
0
0
|
1.35
1.53
2.01
|
4/3/2013
10/1/2013
6/10/2014
|
0
|
0
|
0
|
0
|
(1)
|
The options were granted pursuant to the Issuer’s 2003 Stock Incentive Plan, as amended
.
|
Name
|
Fees Earned or Paid in Cash
($)
|
Stock Awards ($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation ($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All Other Compensation ($)
|
Total
($)
|
Errol Glasser
|
36,000
(1) |
0
(2)
|
- (3)
|
-
|
-
|
-
|
$36,000
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
PLAN CATEGORY
----------------------
|
(a)
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
(#)
----------------------
|
(b)
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
($)
----------------------
|
(c)
NUMBER OF SECURITIES REMAINING AVAILABLE FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a))
-----------------------
|
Equity compensation plans approved by security holders
|
N/A
|
N/A
|
N/A
|
Equity compensation plans not approved by security holders (1)
|
462,500
|
2.98
|
160,000
|
Total
|
462,500
|
2.98
|
160,000
|
NAME AND ADDRESS OF
BENEFICIAL OWNER
--------------------
|
AMOUNT BENEFICIALLY OWNED
---------------------------
|
PERCENT OF CLASS
--------------------------
|
Royalty Holdings, LLC and Royalty Management, Inc.
461 Fifth Avenue, 25
th
Fl.
New York, New York 10017
|
1,823,738 (1)
|
52.6%
|
Laurence S. Levy (1)
c/o Hyde Park Holdings, LLC
461 Fifth Avenue, 25
th
Fl.
New York, New York 10017
|
2,198,738 (1)(2)
|
58.0%
|
Michael J. Meagher
Stephen C. Smith
c/o The Seaport Group LLC
360 Madison Avenue
New York, New York 10017
|
257,583 (3)
|
7.4%
|
(1)
|
Based on information contained in an amendment to the Statement on Schedule 13D filed by such entities on January 9, 2008.
|
(2)
|
Comprised of (i) the 1,823,738 shares that are beneficially owned by Royalty Management, Inc., of which Mr. Levy is the President, sole director and sole stockholder, (ii) 325,000 shares underlying currently exercisable options granted to Mr. Levy under the Company's 2003 Stock Incentive Plan, as amended and (iii) 50,000 shares owned directly.
|
(3)
|
Based on information contained in an amendment to the Statement on Schedule 13G filed by such entity on February 14, 2008.
|
NAME AND ADDRESS OF
BENEFICIAL OWNER
--------------------
|
AMOUNT AND NATURE OF BENEFICIAL OWNER
------------------------
|
PERCENT OF CLASS
--------------------------
|
Laurence S. Levy (1)
|
2,198,738 (2)
|
58.0%
|
Neil N. Hasson (1)
|
175,000 (3)
|
4.9%
|
Errol Glasser
505 Park Avenue
Suite 1902
New York, New York 10022
|
21,750 (4)
|
*
|
All current Directors and
Executive Officers as a group (3 persons)
|
2,395,488
|
61.1%
|
(1)
|
The address of such beneficial owner is c/o Hyde Park Holdings, LLC, 461 Fifth Avenue, 25
th
Floor, New York, New York 10017.
|
(2)
|
Comprised of (i) the 1,823,738 shares that are beneficially owned by Royalty Management, Inc., of which Mr. Levy is the President, sole director and sole stockholder, (ii) 325,000 shares underlying currently exercisable options granted to Mr. Levy under the Company's 2003 Stock Incentive Plan, as amended, and (iii) 50,000 shares owned directly.
|
(3)
|
Comprised of 125,000 shares of Common Stock underlying options currently exercisable granted to Mr. Hasson under the Company's 2003 Stock Incentive Plan, as amended, and 50,000 shares owned directly.
|
(4)
|
Includes 12,500 shares of Common Stock underlying stock options currently exercisable or exercisable within sixty days issued to such individual under the Company's 2003 Stock Incentive Plan, as amended, and 9,250 directly.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
The following documents are filed as part of this report:
|
|
Financial Statements
:
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated Balance Sheets
|
F-2 - F-3
|
Consolidated Statements of Operations
|
F-4
|
Consolidated Statements of Shareholders' Equity
|
F-5
|
Consolidated Statements of Cash Flows
|
F-6 - F-7
|
Notes to Consolidated Financial Statements
|
F-8 - F-25
|
Exhibit No.
|
Description of Document
|
|
3.1(i)(a)
|
Restated Certificate of Incorporation of the Company (filed as exhibit 3.1(i)(a) to the Company's Form 10-Q dated November 19, 2002, and incorporated herein by reference).
|
|
3.1(i)(b)
|
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 Form 10-Q, dated November 19, 2002, and incorporated herein by reference).
|
|
3.1(i)(c)
|
Certificate of Amendment to Restated Certificate of Amendment (filed as Exhibit A to the Company's Information Statement on Schedule 14C filed on October 27, 2003).
|
|
3.1(i)(d)
|
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).
|
|
3.1(i)(e)
|
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).
|
3.1(i)(f)
|
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).
|
|
3.1(i)(g)
|
Certificate of Designation - Series E Preferred Stock, $100 Stated Value, $.10 par value (filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 at page E-1, and incorporated herein by reference).
|
|
3.1(ii)(a)
|
By-laws of the Company (filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1, Registration No. 2-86906, and incorporated herein by reference).
|
|
3.1(ii)(b)
|
Amendment No. 1 to By-Laws of the Company (filed as exhibit 3.1(ii)(b) to the Company's Form 10-Q dated November 19, 2002, and incorporated herein by reference).
|
|
10.1
|
2003 Stock Incentive Plan of the Company (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003 and incorporated herein by reference) *
|
|
10.2
|
Amendment No. 1 to 2003 Stock Incentive Plan (filed as Exhibit 8 to Amendment No. 3 to Schedule 13D filed by Royalty Holdings LLC, Royalty Management, Inc., Laurence Levy and Neil Hasson on October 3, 2003, and incorporated herein by reference.) *
|
|
10.3
|
Amendment No. 2 to 2003 Stock Incentive Plan (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB on August 23, 2004, and incorporated herein by reference.) *
|
10.4
|
Stock Option Agreement, dated April 1, 2003, between the Company and Stanley Fleishman (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
|
10.5
|
Stock Option Agreement, dated April 1, 2003, between the Company and Errol Glasser (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
|
10.6
|
Stock Option Agreement, dated April 1, 2003, between the Company and Laurence Levy (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
|
10.7
|
Stock Option Agreement, dated April 1, 2003, between the Company and Neil Hasson (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
|
10.8
|
Stock Option Agreement, dated October 1, 2003 between the Company and Laurence Levy (filed as Exhibit 11 to Amendment No. 3 to Schedule 13D filed by Royalty Holdings LLC, Royalty Management, Inc., Laurence Levy and Neil Hasson on October 3, 2003, and incorporated herein by reference). *
|
10.9
|
Stock Option Agreement, dated October 1, 2003 between the Company and Neil Hasson (filed as Exhibit 12 to Amendment No. 3 to Schedule 13D filed by Royalty Holdings LLC, Royalty Management, Inc., Laurence Levy and Neil Hasson on October 3, 2003, and incorporated herein by reference). *
|
|
10.10
|
Stock Option Agreement, dated October 1, 2003 between the Company and Errol Glasser (filed as Exhibit 10.9 to the Company's Annual Report on Form 10-KSB filed on April 14, 2004, and incorporated herein by reference). *
|
|
10.11
|
Stock Option Agreement, dated October 1, 2003 between the Company and Stanley Fleishman (filed as Exhibit 10.10 to the Company's Annual Report on Form 10-KSB filed on April 14, 2004, and incorporated herein by reference). *
|
|
10.12
|
Stock Option Agreement, dated as of August 13, 2004 between the Company and Laurence Levy (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-QSB filed on August 23, 2004, and incorporated herein by reference). *
|
|
10.13
|
Stock Option Agreement, dated as of August 13, 2004 between the Company and Neil Hasson (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB filed on August 23, 2004, and incorporated herein by reference). *
|
|
10.14
|
License Agreement, dated March 17, 2003, between the Company and Royalty Management, Inc. (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference).
|
10.15
|
Demand Note from the Company in favor of Royalty Holdings LLC (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference).
|
|
10.16
|
Redemption Agreement, dated October 16, 2002, between the Company and Statesman (filed as exhibit 99.1 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.17
|
Call Option Agreement, dated October 16, 2002, between the Company and Statesman (filed as exhibit 99.2 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.18
|
Contingent Payment Agreement, dated October 16, 2002, between the Company and William R. Ponsoldt, Sr. (filed as exhibit 99.3 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference). *
|
|
10.19
|
Amended and Restated Certificate of Designations of the Series C Preferred Stock (filed as exhibit 99.4 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
10.20
|
Note Purchase Agreement, dated October 16, 2002, between the Company Royalty Holdings LLC (filed as exhibit 99.5 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.21
|
5% Convertible Promissory Note of the Company (filed as exhibit 99.6 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.22
|
9% Promissory Note of the Company (filed as exhibit 99.7 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.23
|
Amended and Restated Promissory Note of the Company (filed as exhibit 99.8 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.24
|
Amendment No. 1 to Pledge Agreement (filed as exhibit 99.9 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.25
|
Letter Agreement, dated October 16, 2002, between the Company and Statesman (filed as exhibit 99.10 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.26
|
Employment Agreement, dated October 16, 2002, between Laurence S. Levy and the Company (filed as exhibit 99.11 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference). *
|
|
10.27
|
Employment Agreement, dated October 16, 2002, between Neil N. Hasson and the Company (filed as exhibit 99.12 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference). *
|
10.28
|
Employment Agreement dated June 3, 1997, between Regency Affiliates, Inc. and William R. Ponsoldt, Sr., and Agreement dated June 3, 1997, between Regency Affiliates, Inc. and Statesman Group, Inc. (filed as exhibits 10(a) and (b) to the Company's report on Form 8-K dated June 13, 1997, and incorporated herein by reference). *
|
|
10.29
|
Asset Purchase and Sale Agreement dated February 27, 1997, between Rustic Crafts Co., Inc. and certain individuals, as Sellers, and Regency Affiliates, Inc., as Purchaser, and Assignment and Assumption of Purchase Agreement dated March 17, 1997, between Regency Affiliates, Inc., and Rustic Crafts International, Inc. (filed as exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997 at page E-1, and incorporated herein by reference).
|
|
10.30
|
Amended and Restated Agreement between Regency Affiliates, Inc. and the Statesman Group, Inc., dated March 24, 1998 (filed as exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, at page E-36, and incorporated herein by reference).
|
10.31
|
Loan Agreement and Pledge and Security Agreement with KBC Bank N.V., dated June 24, 1998 (filed as exhibits 10.1 and 10.2 to the Company's report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
|
|
10.32
|
Security Land And Development Company Limited Partnership Agreement, as amended by Amendment Nos. 1 through 6 (filed as Exhibit 1(a) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference).
|
|
10.33
|
Seventh Amendment to Partnership Agreement of Security Land and Development Company Limited Partnership dated June 24, 1998 (filed as exhibit 10.3 to the Company's report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
|
|
10.34
|
Eighth Amendment to Partnership Agreement of Security Land and Development Company Limited Partnership, dated April 8, 2003 (filed as Exhibit 10.27 to the Company report on Form 10-KSB for the year ended December 31, 2002, filed on April 15, 2003, and incorporated herein by reference).
|
|
10.35
|
Purchase Agreement for a 5% Limited Partnership Interest in 1500 Woodlawn Limited Partnership, the General Partner of Security Land (filed as exhibit 10.2 to the Company's report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).
|
|
10.36
|
Glas-Aire Redemption Agreement (incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 16, 2001).
|
|
10.37
|
Statesman exercise agreement (incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 25, 2001).
|
10.38
|
Ninth Amendment to Security Land and Development Company Limited Partnership Amended and Restated Limited Partnership Agreement (filed as Exhibit 10.1 to the Company's Form 8-K filed on June 25, 2003, and incorporated herein by reference).
|
|
10.39
|
Seventh Amendment to First Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership (filed as Exhibit 10.2 to the Company's Form 8-K filed on June 25, 2003, and incorporated herein by reference).
|
|
10.40
|
Assignment and Assumption Agreement, dated as of April 30, 2004, between DTE Mobile, LLC and Regency Power Corporation (incorporated by reference from the Company's Current Report on 8-K filed on May 11, 2004).
|
|
10.41
|
Membership Interest Purchase Agreement, dated as of January 30, 2004, between MESC Capital, LLC and Mobile Energy Services Holdings, Inc. (incorporated by reference from the Company's Current Report on 8-K filed on May 11, 2004).
|
|
10.42
|
Stock Option Agreement, dated as of June 14, 2005 between the Company and Laurence S. Levy (incorporated by reference from an Amendment to Schedule 13D filed on June 24, 2005). *
|
10.43
|
Stock Option Agreement, dated as of June 14, 2005 between the Company and Neil Hasson (incorporated by reference from an Amendment to Schedule 13D filed on June 24, 2005). *
|
|
10.44
|
Stock Option Agreement, dated as of April 1, 2006 between the Company and Laurence S. Levy (incorporated by reference from the Company’s Quarterly Report on Form 10-QSB filed on May 19, 2006). *
|
|
10.45
|
Stock Option Agreement, dated as of August 14, 2007 between the Company and Laurence S. Levy (incorporated by reference from the Company’s Quarterly Report on Form 10-QSB filed on October 5, 2007). *
|
|
10.46
|
Third Amendment to 2003 Stock Incentive Plan dated as of August 13, 2004 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on September 12, 2008).*
|
|
10.47
|
Stock Option Agreement, dated as of December 17, 2008 between the Company and Errol Glasser (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on January 8, 2009).*
|
|
10.48
|
Amendment to Employment Agreement between the Company and Laurence S. Levy dated as of December 17, 2008 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on January 8, 2009).*
|
|
10.49
|
Amendment to Employment Agreement between the Company and Neil Hasson dated as of December 17, 2008 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on January 8, 2009).*
|
|
10.50
|
Stock Option Agreement, dated as of August 13, 2008 between the Company and Laurence S. Levy (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on September 12, 2008).*
|
|
10.51 |
Stock Option Agreement, dated as of April 30, 2009, between the Company and Laurence S. Levy (incorporated by reference from the Company’s Annual Report on Form 10-K filed on September 1, 2009).*
|
|
21+
|
Schedule of Subsidiaries.
|
31.1+
|
Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2+
|
Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1+
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2+
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
99.1
|
Report of the Special Committee of the Company's Board of Directors, dated May 10, 2003, and adopting resolutions (filed as Exhibit 99.2 to Company's Quarterly Report on Form 10-Q for the period ended March 31, 2003, and incorporated by reference herein).
|
*
|
Indicates that exhibit is a management contract or compensatory plan or
arrangement.
|
+
|
Filed herewith
|
REGENCY AFFILIATES, INC. | ||||
July 26, 2010
|
|
By:
|
/s/ Laurence S. Levy | |
Date
|
Laurence S. Levy, President and
Chief Executive Officer |
|||
July 26, 2010
|
|
By:
|
/s/ Neil N. Hasson | |
Date
|
Neil N. Hasson, Chief Financial Officer | |||
July 26, 2010
|
|
By:
|
/s/ Laurence S. Levy | |
Date
|
Laurence S. Levy, President,
Chief Executive Officer and Director |
|||
July 26, 2010
|
|
By:
|
/s/ Neil N. Hasson | |
Date
|
Neil N. Hasson,
Chief Financial Officer and Director |
|||
July 26, 2010
|
|
By:
|
/s/ Errol Glasser | |
Date
|
Errol Glasser, Director | |||
Exhibit No.
|
Description of Document
|
|
3.1(i)(a)
|
Restated Certificate of Incorporation of the Company (filed as exhibit 3.1(i)(a) to the Company's Form 10-Q dated November 19, 2002, and incorporated herein by reference).
|
|
3.1(i)(b)
|
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 Form 10-Q, dated November 19, 2002, and incorporated herein by reference).
|
|
3.1(i)(c)
|
Certificate of Amendment to Restated Certificate of Amendment (filed as Exhibit A to the Company's Information Statement on Schedule 14C filed on October 27, 2003).
|
|
3.1(i)(d)
|
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).
|
|
3.1(i)(e)
|
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).
|
3.1(i)(f)
|
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).
|
|
3.1(i)(g)
|
Certificate of Designation - Series E Preferred Stock, $100 Stated Value, $.10 par value (filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 at page E-1, and incorporated herein by reference).
|
|
3.1(ii)(a)
|
By-laws of the Company (filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1, Registration No. 2-86906, and incorporated herein by reference).
|
|
3.1(ii)(b)
|
Amendment No. 1 to By-Laws of the Company (filed as exhibit 3.1(ii)(b) to the Company's Form 10-Q dated November 19, 2002, and incorporated herein by reference).
|
|
10.1
|
2003 Stock Incentive Plan of the Company (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003 and incorporated herein by reference) *
|
|
10.2
|
Amendment No. 1 to 2003 Stock Incentive Plan (filed as Exhibit 8 to Amendment No. 3 to Schedule 13D filed by Royalty Holdings LLC, Royalty Management, Inc., Laurence Levy and Neil Hasson on October 3, 2003, and incorporated herein by reference.) *
|
|
10.3
|
Amendment No. 2 to 2003 Stock Incentive Plan (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB on August 23, 2004, and incorporated herein by reference.) *
|
10.4
|
Stock Option Agreement, dated April 1, 2003, between the Company and Stanley Fleishman (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
|
10.5
|
Stock Option Agreement, dated April 1, 2003, between the Company and Errol Glasser (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
|
10.6
|
Stock Option Agreement, dated April 1, 2003, between the Company and Laurence Levy (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
|
10.7
|
Stock Option Agreement, dated April 1, 2003, between the Company and Neil Hasson (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference). *
|
10.8
|
Stock Option Agreement, dated October 1, 2003 between the Company and Laurence Levy (filed as Exhibit 11 to Amendment No. 3 to Schedule 13D filed by Royalty Holdings LLC, Royalty Management, Inc., Laurence Levy and Neil Hasson on October 3, 2003, and incorporated herein by reference). *
|
10.9
|
Stock Option Agreement, dated October 1, 2003 between the Company and Neil Hasson (filed as Exhibit 12 to Amendment No. 3 to Schedule 13D filed by Royalty Holdings LLC, Royalty Management, Inc., Laurence Levy and Neil Hasson on October 3, 2003, and incorporated herein by reference). *
|
|
10.10
|
Stock Option Agreement, dated October 1, 2003 between the Company and Errol Glasser (filed as Exhibit 10.9 to the Company's Annual Report on Form 10-KSB filed on April 14, 2004, and incorporated herein by reference). *
|
|
10.11
|
Stock Option Agreement, dated October 1, 2003 between the Company and Stanley Fleishman (filed as Exhibit 10.10 to the Company's Annual Report on Form 10-KSB filed on April 14, 2004, and incorporated herein by reference). *
|
|
10.12
|
Stock Option Agreement, dated as of August 13, 2004 between the Company and Laurence Levy (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-QSB filed on August 23, 2004, and incorporated herein by reference). *
|
|
10.13
|
Stock Option Agreement, dated as of August 13, 2004 between the Company and Neil Hasson (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB filed on August 23, 2004, and incorporated herein by reference). *
|
|
10.14
|
License Agreement, dated March 17, 2003, between the Company and Royalty Management, Inc. (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference).
|
10.15
|
Demand Note from the Company in favor of Royalty Holdings LLC (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the year ended 2002 filed on April 15, 2003, and incorporated herein by reference).
|
|
10.16
|
Redemption Agreement, dated October 16, 2002, between the Company and Statesman (filed as exhibit 99.1 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.17
|
Call Option Agreement, dated October 16, 2002, between the Company and Statesman (filed as exhibit 99.2 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
10.18
|
Contingent Payment Agreement, dated October 16, 2002, between the Company and William R. Ponsoldt, Sr. (filed as exhibit 99.3 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference). *
|
|
10.19
|
Amended and Restated Certificate of Designations of the Series C Preferred Stock (filed as exhibit 99.4 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
10.20
|
Note Purchase Agreement, dated October 16, 2002, between the Company Royalty Holdings LLC (filed as exhibit 99.5 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.21
|
5% Convertible Promissory Note of the Company (filed as exhibit 99.6 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.22
|
9% Promissory Note of the Company (filed as exhibit 99.7 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.23
|
Amended and Restated Promissory Note of the Company (filed as exhibit 99.8 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.24
|
Amendment No. 1 to Pledge Agreement (filed as exhibit 99.9 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.25
|
Letter Agreement, dated October 16, 2002, between the Company and Statesman (filed as exhibit 99.10 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference).
|
|
10.26
|
Employment Agreement, dated October 16, 2002, between Laurence S. Levy and the Company (filed as exhibit 99.11 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference). *
|
|
10.27
|
Employment Agreement, dated October 16, 2002, between Neil N. Hasson and the Company (filed as exhibit 99.12 to Company's Current Report on Form 8-K filed October 18, 2002, and incorporated herein by reference). *
|
10.28
|
Employment Agreement dated June 3, 1997, between Regency Affiliates, Inc. and William R. Ponsoldt, Sr., and Agreement dated June 3, 1997, between Regency Affiliates, Inc. and Statesman Group, Inc. (filed as exhibits 10(a) and (b) to the Company's report on Form 8-K dated June 13, 1997, and incorporated herein by reference). *
|
10.29
|
Asset Purchase and Sale Agreement dated February 27, 1997, between Rustic Crafts Co., Inc. and certain individuals, as Sellers, and Regency Affiliates, Inc., as Purchaser, and Assignment and Assumption of Purchase Agreement dated March 17, 1997, between Regency Affiliates, Inc., and Rustic Crafts International, Inc. (filed as exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997 at page E-1, and incorporated herein by reference).
|
|
10.30
|
Amended and Restated Agreement between Regency Affiliates, Inc. and the Statesman Group, Inc., dated March 24, 1998 (filed as exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, at page E-36, and incorporated herein by reference).
|
10.31
|
Loan Agreement and Pledge and Security Agreement with KBC Bank N.V., dated June 24, 1998 (filed as exhibits 10.1 and 10.2 to the Company's report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
|
|
10.32
|
Security Land And Development Company Limited Partnership Agreement, as amended by Amendment Nos. 1 through 6 (filed as Exhibit 1(a) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference).
|
|
10.33
|
Seventh Amendment to Partnership Agreement of Security Land and Development Company Limited Partnership dated June 24, 1998 (filed as exhibit 10.3 to the Company's report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
|
|
10.34
|
Eighth Amendment to Partnership Agreement of Security Land and Development Company Limited Partnership, dated April 8, 2003 (filed as Exhibit 10.27 to the Company report on Form 10-KSB for the year ended December 31, 2002, filed on April 15, 2003, and incorporated herein by reference).
|
|
10.35
|
Purchase Agreement for a 5% Limited Partnership Interest in 1500 Woodlawn Limited Partnership, the General Partner of Security Land (filed as exhibit 10.2 to the Company's report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).
|
|
10.36
|
Glas-Aire Redemption Agreement (incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 16, 2001).
|
|
10.37
|
Statesman exercise agreement (incorporated herein by reference to the Company's Current Report on Form 8-K filed on October 25, 2001).
|
10.38
|
Ninth Amendment to Security Land and Development Company Limited Partnership Amended and Restated Limited Partnership Agreement (filed as Exhibit 10.1 to the Company's Form 8-K filed on June 25, 2003, and incorporated herein by reference).
|
|
10.39
|
Seventh Amendment to First Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership (filed as Exhibit 10.2 to the Company's Form 8-K filed on June 25, 2003, and incorporated herein by reference).
|
|
10.40
|
Assignment and Assumption Agreement, dated as of April 30, 2004, between DTE Mobile, LLC and Regency Power Corporation (incorporated by reference from the Company's Current Report on 8-K filed on May 11, 2004).
|
|
10.41
|
Membership Interest Purchase Agreement, dated as of January 30, 2004, between MESC Capital, LLC and Mobile Energy Services Holdings, Inc. (incorporated by reference from the Company's Current Report on 8-K filed on May 11, 2004).
|
|
10.42
|
Stock Option Agreement, dated as of June 14, 2005 between the Company and Laurence S. Levy (incorporated by reference from an Amendment to Schedule 13D filed on June 24, 2005). *
|
10.43
|
Stock Option Agreement, dated as of June 14, 2005 between the Company and Neil Hasson (incorporated by reference from an Amendment to Schedule 13D filed on June 24, 2005). *
|
|
10.44
|
Stock Option Agreement, dated as of April 1, 2006 between the Company and Laurence S. Levy (incorporated by reference from the Company’s Quarterly Report on Form 10-QSB filed on May 19, 2006). *
|
|
10.45
|
Stock Option Agreement, dated as of August 14, 2007 between the Company and Laurence S. Levy (incorporated by reference from the Company’s Quarterly Report on Form 10-QSB filed on October 5, 2007). *
|
|
10.46
|
Third Amendment to 2003 Stock Incentive Plan dated as of August 13, 2004 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on September 12, 2008).*
|
|
10.47
|
Stock Option Agreement, dated as of December 17, 2008 between the Company and Errol Glasser (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on January 8, 2009).*
|
|
10.48
|
Amendment to Employment Agreement between the Company and Laurence S. Levy dated as of December 17, 2008 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on January 8, 2009).*
|
|
10.49
|
Amendment to Employment Agreement between the Company and Neil Hasson dated as of December 17, 2008 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on January 8, 2009).*
|
|
10.50
|
Stock Option Agreement, dated as of August 13, 2008 between the Company and Laurence S. Levy (incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on September 12, 2008).*
|
|
10.51 |
Stock Option Agreement, dated as of April 30, 2009, between the Company and Laurence S. Levy (incorporated by reference from the Company’s Annual Report on Form 10-K filed on September 1, 2009).*
|
21+
|
Schedule of Subsidiaries.
|
31.1+
|
Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2+
|
Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1+
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2+
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
99.1
|
Report of the Special Committee of the Company's Board of Directors, dated May 10, 2003, and adopting resolutions (filed as Exhibit 99.2 to Company's Quarterly Report on Form 10-Q for the period ended March 31, 2003, and incorporated by reference herein).
|
*
|
Indicates that exhibit is a management contract or compensatory plan or
arrangement.
|
+
|
Filed herewith
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Financial Statements
|
|
Consolidated Balance Sheets
|
F-2-F-3
|
Consolidated Statements of Operations
|
F-4
|
Consolidated Statements of Changes in Shareholders' Equity
|
F-5
|
Consolidated Statements of Cash Flows
|
F-6-F-7
|
Notes to Consolidated Financial Statements
|
F-8-F-25
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 7,187,020 | $ | 7,469,213 | ||||
Marketable securities
|
- | 2,900,000 | ||||||
Accrued interest receivable, net of allowance of $644,109 in both years
|
- | - | ||||||
Other current assets
|
58,788 | 404,424 | ||||||
Total Current Assets
|
7,245,808 | 10,773,637 | ||||||
Property, plant and equipment, net
|
5,449 | 9,283 | ||||||
Investment in partnerships / LLC
|
14,007,605 | 10,972,900 | ||||||
Deferred tax asset
|
2,791,400 | 1,105,000 | ||||||
Other
|
||||||||
Total Other Assets
|
1,300 | 1,300 | ||||||
Total Assets
|
$ | 24,051,562 | $ | 22,862,120 |
December 31,
|
||||||||
2009
|
2008
|
|||||||
Liabilities and Shareholders' Equity
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 411,688 | $ | 300,600 | ||||
Settlement payable
|
- | 3,025,269 | ||||||
Preferred Series D redemptions payable
|
144,510 | - | ||||||
Total Current Liabilities
|
556,198 | 3,325,869 | ||||||
Commitments and contingencies
|
– | – | ||||||
Shareholders' equity
|
||||||||
Serial preferred stock, Series C and D, not subject to mandatory redemption, 208,850 and 234,544 shares outstanding, respectively; (Maximum liquidation preference $-0- and $21,141,940, respectively)
|
229,136 | 486,076 | ||||||
Common stock, par value $0.01; 8,000,000 shares authorized;
|
||||||||
3,534,812 in 2009 and 3,534,812 in 2008 issued;
3,468,544 in 2009 and 3,468,544 in 2008 outstanding
|
35,349 | 35,349 | ||||||
Additional paid-in capital
|
7,376,219 | 7,281,219 | ||||||
Readjustment resulting from quasi-reorganization at December 1987
|
(1,670,596 | ) | (1,670,596 | ) | ||||
Retained earnings
|
17,934,106 | 13,813,053 | ||||||
Note receivable-sale of stock, net of allowance of $2,440,000
|
- | - | ||||||
Treasury stock, 66,268 shares at cost
|
(408,850 | ) | (408,850 | ) | ||||
Total Shareholders' Equity
|
23,495,364 | 19,536,251 | ||||||
$ | 24,051,562 | $ | 22,862,120 |
Year Ended
December 31,
|
||||||||
2009
|
2008
|
|||||||
Net Sales
|
$ | - | $ | - | ||||
Costs and expenses
|
||||||||
General and Administrative expenses
|
(1,252,703 | ) | (1,474,939 | ) | ||||
Loss from operations
|
(1,252,703 | ) | (1,474,939 | ) | ||||
Other income (expense)
|
||||||||
Income from equity investment in partnerships
|
3,884,705 | 3,084,183 | ||||||
Loss from settlement
|
- | (3,000,000 | ) | |||||
Interest expense
|
(20,606 | ) | (25,269 | ) | ||||
Interest and dividend income
|
731 | 142,795 | ||||||
Unrealized investment gains (losses)
|
- | (505 | ) | |||||
Net income (loss) before income taxes
|
2,612,127 | (1,273,735 | ) | |||||
Income tax expense (benefit)
|
(1,508,926 | ) | 171,386 | |||||
Net Income (Loss)
|
$ | 4,121,053 | $ | (1,445,121 | ) | |||
Net income (loss) per common share:
|
||||||||
Basic
|
||||||||
Net income (loss) per common share
|
$ | 1.19 | $ | (0.41 | ) | |||
Weighted average number of shares
|
3,468,544 | 3,467,212 | ||||||
Diluted
|
||||||||
Net income (loss) per common share
|
$ | 1.14 | $ | (0.41 | ) | |||
Weighted average number of shares
|
3,606,469 | 3,782,715 |
Readjustment
|
||||||||||||||||||||||||||||||||||||||||||||
Additional
|
Resulting
|
Note
|
Total
|
|||||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid in
|
from Quasi-
|
Retained
|
Receivable
|
Treasury Stock
|
Stockholders'
|
|||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Reorganization
|
Earnings
|
Sale of Stock
|
Shares
|
Amount
|
Equity
|
||||||||||||||||||||||||||||||||||
Balance – January 1, 2008
|
234,544 | $ | 486,076 | 3,531,812 | $ | 35,319 | $ | 7,112,199 | $ | (1,670,596 | ) | $ | 15,258,174 | $ | - | 66,268 | (408,850 | ) | $ | 20,812,322 | ||||||||||||||||||||||||
Issuance of common stock for accrued
expenses
|
- | - | 3,000 | 30 | 14,820 | - | - | - | - | - | 14,850 | |||||||||||||||||||||||||||||||||
Stock options granted to officers
|
- | - | - | - | 154,200 | - | - | - | - | - | 154,200 | |||||||||||||||||||||||||||||||||
Net income (loss)
|
- | - | - | - | - | - | (1,445,121 | ) | - | - | - | (1,445,121 | ) | |||||||||||||||||||||||||||||||
Balance - December 31, 2008
|
234,544 | 486,076 | 3,534,812 | 35,319 | 7,281,219 | (1,670,596 | ) | 13,813,053 | - | 66,268 | (408,850 | ) | 19,536,251 | |||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||
Stock options granted to officers
|
- | - | - | - | 95,000 | - | - | - | - | - | 95,000 | |||||||||||||||||||||||||||||||||
Redemption of preferred stock
|
(25,694 | ) | (256,940 | ) | - | - | - | - | - | - | - | - | (256,940 | ) | ||||||||||||||||||||||||||||||
Net income
|
- | - | - | - | - | - | 4,121,053 | - | - | - | 4,121,053 | |||||||||||||||||||||||||||||||||
Balance - December 31, 2009
|
208,850 | $ | 229,136 | 3,534,812 | $ | 35,349 | $ | 7,376,219 | $ | (1,670,596 | ) | $ | 17,934,106 | $ | - | 66,268 | $ | (408,850 | ) | $ | 23,495,364 |
Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Cash flows from operating activities
|
||||||||
Net income (loss)
|
$ | 4,121,053 | $ | (1,445,121 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in
|
||||||||
operating activities
|
||||||||
Income from equity investment in partnerships
|
(3,884,705 | ) | (3,084,183 | ) | ||||
Stock-based compensation
|
95,000 | 154,200 | ||||||
Depreciation and amortization
|
3,834 | 3,834 | ||||||
Deferred tax asset
|
(1,686,400 | ) | 140,500 | |||||
Redemption of Preferred Series D stock
|
- | - | ||||||
Changes in assets and liabilities
|
||||||||
Decrease (Increase) in other current assets
|
345,636 | (59,885 | ) | |||||
Increase (Decrease) in accounts payable and accrued expenses
|
111,088 | (76,201 | ) | |||||
Increase (Decrease) in settlement payable
|
(3,025,269 | ) | 3,025,269 | |||||
Net cash used in operating activities
|
(3,919,763 | ) | (1,341,587 | ) | ||||
Cash flows from investing activities
|
||||||||
Distribution of earnings from partnership
|
850,000 | 1,675,000 | ||||||
Purchases of marketable securities
|
(77,700,000 | ) | (111,617,766 | ) | ||||
Proceeds from sales of marketable securities
|
80,600,000 | 118,500,000 | ||||||
Net cash provided by investing activities
|
3,750,000 | 8,557,234 | ||||||
Cash flows from financing activities
|
||||||||
Payments for redemption of preferred stock
|
(112,430 | ) | - | |||||
Net cash used in financing activities
|
(112,430 | ) | - | |||||
Increase (Decrease) in cash and cash equivalents
|
$ | (282,193 | ) | $ | 7,215,647 | |||
Cash and cash equivalents – beginning
|
7,469,213 | 253,566 | ||||||
Cash and cash equivalents – ending
|
$ | 7,187,020 | $ | 7,469,213 |
Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the year for:
|
||||||||
Interest
|
$ | 45,875 | $ | - | ||||
Income taxes
|
$ | 176,954 | $ | 119,886 | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Stock issued in settlement of accrued expenses
|
$ | - | $ | 14,850 |
Note 1.
|
Summary of Significant Accounting Policies
|
2009
|
2008
|
|||||||
Machinery and equipment
|
$ | 50,697 | $ | 50,697 | ||||
Leasehold improvements
|
9,742 | 9,742 | ||||||
60,439 | 60,439 | |||||||
Accumulated depreciation
|
54,990 | 51,156 | ||||||
$ | 5,449 | $ | 9,283 |
Note 2.
|
Marketable Securities
|
Trading securities:
|
Amortized Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Fair
Value
|
||||||||||||
As of December 31, 2009:
|
||||||||||||||||
0 US Treasury bills
|
$ | - | $ | - | $ | - | $ | - | ||||||||
As of December 31, 2008:
|
||||||||||||||||
2,900,000 US Treasury bills
|
$ | 2,900,505 | $ | - | $ | (505 | ) | $ | 2,900,000 |
Note 3.
|
Investment in Security Land and Development Company Limited Partnership
|
2009
|
2008
|
|||||||
Balance Sheet Data
|
||||||||
Cash and receivables
|
$ | 1,420,377 | $ | 1,201,696 | ||||
Restricted cash
|
2,024,311 | 2,276,931 | ||||||
Real estate, net
|
25,746,903 | 28,081,476 | ||||||
Deferred charges, net
|
5,502,759 | 6,314,898 | ||||||
Other assets
|
353,488 | 320,044 | ||||||
Total Assets
|
35,047,838 | 38,195,045 | ||||||
Accounts payable and accrued expenses
|
435,077 | 354,490 | ||||||
Project note payable
|
68,396,001 | 73,550,621 | ||||||
Other liabilities
|
140,865 | 151,482 | ||||||
Total Liabilities
|
68,971,943 | 74,056,593 | ||||||
Partners' capital:
|
||||||||
Regency Affiliates, Inc.
|
6,794,389 | 4,953,818 | ||||||
Other partners
|
(40,718,494 | ) | (40,815,366 | ) | ||||
Total Partners' Capital
|
(33,924,105 | ) | (35,861,548 | ) | ||||
Total Liabilities and Partner's Capital
|
$ | 35,047,838 | $ | 38,195,045 | ||||
Statement of Operations Data
|
||||||||
Revenues
|
$ | 13,466,345 | $ | 13,241,407 | ||||
Expenses
|
7,992,763 | 7,892,831 | ||||||
Net operating income
|
5,473,582 | 5,348,576 | ||||||
Other expenses
|
(3,536,139 | ) | (3,581,288 | ) | ||||
Net income
|
$ | 1,937,443 | $ | 1,767,288 |
Note 4.
|
Investment in MESC Capital LLC
|
2009
|
2008
|
|||||||
Balance Sheet Data
|
||||||||
Cash and cash equivalents
|
$ | 1,031,986 | $ | 2,071,871 | ||||
Restricted cash
|
4,308,448 | 2,636,641 | ||||||
Trade receivable
|
3,055,265 | 2,808,699 | ||||||
Current portion of net investment in direct financing lease
|
1,536,954 | 1,420,059 | ||||||
Inventory
|
3,909,496 | 3,615,972 | ||||||
Prepaid expenses and other current assets
|
214,277 | 176,195 | ||||||
Total current assets
|
14,056,426 | 12,729,437 | ||||||
Debt issuance costs
|
861,240 | 1,027,155 | ||||||
General plant, net
|
155 | 875 | ||||||
Investment in direct financing lease, net of current portion
|
18,832,220 | 20,369,174 | ||||||
Total assets
|
33,750,041 | 34,126,641 | ||||||
Accounts payable
|
1,125,393 | 2,473,941 | ||||||
Accrued liabilities
|
61,315 | 49,117 | ||||||
Current portion of long-term debt
|
1,621,650 | 1,487,700 | ||||||
Total current liabilities
|
2,808,358 | 4,010,758 | ||||||
Long-term debt, net of current portion
|
21,502,900 | 23,124,550 | ||||||
Total liabilities
|
24,311,258 | 27,135,308 | ||||||
Unrealized Loss on Interest Rate Swap Contract
|
845,791 | 1,289,115 | ||||||
Members’ equity
|
8,592,992 | 5,702,218 | ||||||
Total liabilities and members’ equity
|
$ | 33,750,041 | $ | 34,126,641 | ||||
Statement of Operations Data
|
||||||||
Revenues
|
$ | 15,852,225 | $ | 15,262,737 | ||||
Expenses
|
11,403,753 | 11,897,955 | ||||||
Net operating income
|
4,448,472 | 3,364,782 | ||||||
Other income (expense)
|
(369,895 | ) | (563,103 | ) | ||||
Net income
|
$ | 4,078,577 | $ | 2,801,679 |
Note 5.
|
Notes Receivable
|
2003
|
||||
Note receivable, 5% per annum, with monthly payments of principal and interest of $13,342, due 9/30/07
|
$ | 707,000 | ||
Note receivable, 7.5% per annum, with monthly
payments of principal and interest of $5,032, with a balloon payment due 9/8/06
|
422,271 | |||
Total
|
$ | 1,129,271 |
Note 6.
|
Serial Preferred Stock
|
Shares
|
Value
|
|||||||||||||||||||
2009
|
2008
|
|||||||||||||||||||
Designated
|
Outstanding
|
Carrying
|
Liquidation
|
Liquidation
|
||||||||||||||||
Series C, $100 stated
|
||||||||||||||||||||
value, cumulative
|
210,000 | 208,850 | $ | 229,136 | $ | - | $ | 20,885,000 | ||||||||||||
Junior Series, D, $10
|
||||||||||||||||||||
Stated value, 7%
|
||||||||||||||||||||
Cumulative
|
- | - | - | - | 256,940 | |||||||||||||||
210,000 | 208,850 | $ | 229,136 | $ | - | $ | 21,141,940 |
Note 7.
|
Stock Option and Note Receivable - Statesman
|
Note 8.
|
Stock Based Compensation
|
Exercise
Price
Range
|
Options
|
Weighted Average
Exercise
Price
|
Weighted Average Remaining
Contractual
Life
|
|||||||||||||
Outstanding at 1/1/08
|
$ | 1.35 - 6.27 | 380,000 | $ | 3.08 | 7.33 | ||||||||||
Issued
|
2.60- 4.20 | 55,000 | 4.05 | 10 | ||||||||||||
Exercised, forfeited or expired
|
1.58- 2.40 | (22,500 | ) | 2.31 | 3 .75 | |||||||||||
Outstanding at 12/31/08
|
$ | 1.35- 6.27 | 412,500 | $ | 2.98 | 6.21 | ||||||||||
Exercise
Price
Range
|
Options
|
Weighted Average
Exercise
Price
|
Weighted Average
Remaining
Contractual
Life
|
|||||||||||||
Outstanding at 1/1/09
|
$ | 1.35 - 6.27 | 412,500 | $ | 2.98 | 6.21 | ||||||||||
Issued
|
2.90 | 50,000 | 2.90 | 10 | ||||||||||||
Exercised, forfeited or expired
|
– | - | - | - | ||||||||||||
Outstanding at 12/31/09
|
$ | 1.35– 6.27 | 462,500 | $ | 2.98 | 5.66 |
Note 9.
|
Income Taxes
|
2009
|
2008
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforward
|
$ | 2,791,400 | $ | 2,210,000 | ||||
Valuation allowance
|
-0- | ( 1,105,000 | ) | |||||
Subtotal
|
$ | 2,791,400 | $ | 1,105,000 |
2009
|
2008
|
|||||||
Current
|
$ | 177,474 | $ | 30,886 | ||||
Deferred
|
(1,686,400 | ) | 140,500 | |||||
$ | (1,508,926 | ) | $ | 171,386 |
2009
|
2008
|
|||||||
Federal expense (benefit) at the statutory rate
|
34.0 | % | 34.0 | % | ||||
State tax expense
|
4.8 | 2.4 | ||||||
Change in valuation allowance
|
(42.3 | ) | 11.0 | |||||
Benefit of net operating loss carry forward, net
|
(56.3 | ) | (33.9 | ) | ||||
Effective tax rate of income tax expense (benefit)
|
(59.8 | )% | 13.5 | % |
December 31, 2009
|
December 31, 2008
|
|||||||||||||||
Basic
|
Dilutive
|
Basic
|
Dilutive
|
|||||||||||||
Weighted average number of shares outstanding
|
3,468,544 | 3,468,544 | 3,467,212 | 3,467,212 | ||||||||||||
Common Stock equivalent shares
|
||||||||||||||||
Preferred shares Series D
|
- | - | - | 50,519 | ||||||||||||
Options (treasury share method)
|
- | 137,925 | - | 264,984 | ||||||||||||
Total weighted average and equivalent shares
|
3,468,544 | 3,606,469 | 3,467,212 | 3,782,715 | ||||||||||||
Net Income (Loss)
|
$ | 4,121,053 | $ | 4,121,053 | (1,445,121 | ) | (1 ,445,121 | ) | ||||||||
Earnings (loss) per share,
|
||||||||||||||||
basic and dilutive
|
$ | 1.19 | $ | 1.14 | $ | (.41 | ) | $ | (.41 | ) |
1 Year Regency Affiliates (PK) Chart |
1 Month Regency Affiliates (PK) Chart |
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