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.
|
1
|
|
ITEM
1A.
|
6
|
|
ITEM
1B.
|
7
|
|
ITEM
2.
|
7
|
|
ITEM
3.
|
7
|
|
ITEM
4.
|
8
|
|
PART
II
|
||
ITEM
5.
|
||
8
|
||
ITEM
6.
|
9
|
|
ITEM
7.
|
||
9
|
||
ITEM
7A.
|
12
|
|
ITEM
8.
|
12
|
|
ITEM
9.
|
||
12
|
||
ITEM
9A(T)
|
12
|
|
ITEM
9B.
|
13
|
|
PART
III
|
||
ITEM
10.
|
||
13
|
||
ITEM
11.
|
15
|
|
ITEM
12.
|
||
17
|
||
ITEM
13.
|
||
19
|
||
ITEM
14.
|
19
|
|
PART
IV
|
||
ITEM
15.
|
20
|
|
SIGNATURES
|
||
EXHIBIT
INDEX
|
YEAR
ENDED
DECEMBER
31, 2007
|
||||||||
HIGH
($)
|
LOW
($)
|
|||||||
|
|
|||||||
First
Quarter
|
6.70
|
5.22
|
||||||
Second
Quarter
|
5.50
|
5.00
|
||||||
Third
Quarter
|
5.75
|
5.10
|
||||||
Fourth
Quarter
|
5.65
|
4.85
|
||||||
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
|
NAME, AGE |
POSITIONS AND OFFICES HELD AND
PRINCIPAL OCCUPATIONS
OR
EMPLOYMENT DURING PAST FIVE YEARS
|
Laurence
S. Levy, 53
|
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; and Warehouse Associates L.P.,
a provider of warehouse and logistics services, of which Mr. Levy is
Chairman. Mr. Levy is also the chairman of the board and chief executive
officer of Rand Logistics, Inc., a NASDAQ listed company which provides
bulk freight shipping services throughout the Great Lakes region and
chairman of the board of Essex Rental Corp., an OTC bulletin board company
and one of North America’s leading providers of lattice-boom crawler crane
and attachment rental services. 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.
|
Neil
N. Hasson, 44
|
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
$660 million real estate fund managed by Donaldson, Lufkin and Jenrette
("DLJ"), where he was involved with the acquisition of real estate
throughout the world. Mr. Hasson joined DLJ as a Managing Director in New
York in January 1995.
|
Errol
Glasser, 56
|
Mr.
Glasser is a Director of the Company since 2002. Mr. Glasser has
been President of Triangle Capital, LLC, a private investment
and advisory company based in New York City
since 2004. Previously, Mr. Glasser was President of East
End Capital Management and a Managing Director at Kidder, Peabody &
Co. with responsibility for its West Coast investment banking
activity. Mr. Glasser is a member of the compensation,
nominating and audit committees.
|
Carol
Zelinski, 55
|
Ms.
Zelinski is the Secretary of the Company. Since 1997, Ms. Zelinski has
been an analyst at Hyde Park Holdings, LLC, a private investment firm. Ms.
Zelinski also serves as the Secretary of Rand Logistics, Inc., a NASDAQ
listed company which provides bulk freight shipping services throughout
the Great Lakes region and Secretary of Essex Rental Corp., an OTC
bulletin board company and one of North America’s leading providers of
lattice-boom crawler crane and attachment rental services. Ms. Zelinski is
not a Director of the Company.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Nonqualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
Laurence
S. Levy
|
2008
|
200,000
|
0
|
0
|
154,200(1)
|
0
|
0
|
45,000(3)
|
399,200
|
President
and Chief Executive Officer
|
2007
|
200,000
|
0
|
0
|
197,750(2)
|
0
|
0
|
44,000(3)
|
441,750
|
Neil
N. Hasson
|
2008
|
50,000
|
0
|
0
|
0
|
0
|
0
|
12,500(3)
|
62,500
|
Chief
Financial Officer
|
2007
|
50,000
|
0
|
0
|
0
|
0
|
0
|
12,500(3)
|
62,500
|
|
(1)
|
On
August 13, 2008 Mr. Levy was granted 50,000 stock options pursuant to our
2003 Stock Incentive Plan, as amended. We determined the above fair market
values of the options issued under the Black-Scholes Option Pricing Model
and with the provisions of SFAS
123(R).
|
|
(2)
|
On
August 14, 2007 Mr. Levy was granted 50,000 stock options pursuant to our
2003 Stock Incentive Plan, as amended. We determined the above fair market
values of the options issued using the Black-Scholes Option Pricing Model
and with the provisions of SFAS
123(R).
|
|
(3)
|
Other
compensation consists of contributions made to a SEP-IRA retirement plan.
|
Option
Awards
|
Stock
Awards
|
|||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
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
|
0
0
0
0
0
0
|
0
0
0
0
0
0
|
1.35
1.53
2.01
6.27
5.10
4.20
|
4/3/2013
10/1/2013
6/10/2014
4/1/2016
8/14/2017
8/13/2018
|
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
|
30,000
(1)
|
19,350
(2)
|
-
(3)
|
-
|
-
|
-
|
$49,350
|
(a)
|
(b)
|
(c)
|
|
PLAN
CATEGORY
|
NUMBER
OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS
(#)
|
WEIGHTED-AVERAGE EXERCISE
PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
($)
|
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)
|
412,500
|
2.98
|
210,000
|
Total
|
412,500
|
2.98
|
210,000
|
NAME
AND ADDRESS OF
BENEFICIAL
OWNER
|
AMOUNT
BENEFICIALLY OWNED
|
PERCENT
OF CLASS
|
Royalty
Holdings, LLC and
Royalty
Management, Inc.
461
Fifth Avenue, 25th
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, 25th
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, 25th 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.
|
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
|
|
Index of Exhibits |
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. *
|
|
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. | ||||
August
31, 2009
|
|
By:
|
/s/ Laurence S. Levy | |
Date
|
Laurence
S. Levy, President and Chief
Executive Officer
|
|||
August
31, 2009
|
|
By:
|
/s/ Neil N. Hasson | |
Date
|
Neil N. Hasson, Chief Financial Officer | |||
August
31, 2009
|
|
By:
|
/s/ Laurence S. Levy | |
Date
|
Laurence
S. Levy, President, Chief Executive Officer and Director
|
|||
August
31, 2009
|
|
By:
|
/s/ Neil N. Hasson | |
Date
|
Neil N. Hasson, Chief Financial Officer and Director | |||
August
31, 2009
|
|
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).
|
Exhibit
No.
|
Description
of Document
|
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). *
|
Exhibit
No.
|
Description
of Document
|
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).
|
Exhibit
No.
|
Description
of Document
|
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).
*
|
Exhibit
No.
|
Description
of
Document
|
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).
|
Exhibit
No.
|
Description
of Document
|
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. *
|
|
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.
|
Exhibit
No.
|
Description
of
Document
|
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,
|
||||||||
2008
|
2007
|
|||||||
Assets
|
||||||||
Current
Assets
|
||||||||
Cash
and cash equivalents
|
$ | 7,469,213 | $ | 253,566 | ||||
Marketable
securities
|
2,900,000 | 9,782,234 | ||||||
Accrued
interest receivable, net of allowance of $644,109 in both
years
|
- | - | ||||||
Other
current assets
|
404,424 | 344,539 | ||||||
Total
Current Assets
|
10,773,637 | 10,380,339 | ||||||
Property,
plant and equipment, net
|
9,283 | 13,117 | ||||||
Investment
in partnerships / LLC
|
10,972,900 | 9,563,717 | ||||||
Deferred
tax asset
|
1,105,000 | 1,245,500 | ||||||
Other
|
||||||||
Total
Other Assets
|
1,300 | 1,300 | ||||||
Total
Assets
|
$ | 22,862,120 | $ | 21,203,973 |
December
31,
|
||||||||
2008
|
2007
|
|||||||
Liabilities
and Shareholders' Equity
|
||||||||
Current
Liabilities
|
||||||||
Accounts payable and accrued
expenses
|
$ | 300,600 | $ | 391,651 | ||||
Settlement
payable
|
3,025,269 | – | ||||||
Total Current
Liabilities
|
3,325,869 | 391,651 | ||||||
Commitments
and contingencies
|
– | – | ||||||
Shareholders' equity | ||||||||
Serial
preferred stock, Series C and D, not subject to mandatory redemption,
234,544 shares outstanding; (Maximum liquidation
preference $21,141,940)
|
486,076 | 486,076 | ||||||
Common
stock, par value $0.01; 8,000,000 shares authorized; 3,534,812 in
2008 and 3,531,812 in 2007 issued; 3,468,544
in 2008 and 3,465,544 in
2007 outstanding
|
35,349 | 35,319 | ||||||
Additional paid-in
capital
|
7,281,219 | 7,112,199 | ||||||
Readjustment resulting from
quasi-reorganization at December 1987
|
(1,670,596 | ) | (1,670,596 | ) | ||||
Retained earnings
|
13,813,053 | 15,258,174 | ||||||
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
|
19,536,251 | 20,812,322 | ||||||
$ | 22,862,120 | $ | 21,203,973 |
Year
Ended
December
31,
|
||||||||
2008
|
2007
|
|||||||
Net
Sales
|
$ | - | $ | - | ||||
Costs
and expenses
|
||||||||
General and Administrative
expenses
|
(1,474,939 | ) | (1,426,370 | ) | ||||
Loss
from operations
|
(1,474,939 | ) | (1,426,370 | ) | ||||
Other
income (expense)
|
||||||||
Income
from equity investment in partnerships
|
3,084,183 | 2,695,978 | ||||||
Loss
from settlement
|
(3,000,000 | ) | - | |||||
Interest expense | (25,269 | ) | - | |||||
Interest
and dividend income
|
142,795 | 431,552 | ||||||
Unrealized
investment gains (losses)
|
(505 | ) | (3,957 | ) | ||||
Net
income (loss) before income taxes
|
(1,273,735 | ) | 1,697,203 | |||||
Income
tax expense (benefit)
|
171,386 | (1,139,827 | ) | |||||
Net
Income (Loss)
|
$ | (1,445,121 | ) | $ | 2,837,030 | |||
Net
income (loss) per common share:
|
||||||||
Basic
|
||||||||
Net income (loss) per common
share
|
$ | (0.41 | ) | $ | 0.82 | |||
Weighted
average number of shares
|
3,533,480 | 3,475,932 | ||||||
Diluted
|
||||||||
Net income
(loss) per common share
|
$ | (0.41 | ) | $ | 0.76 | |||
Weighted
average number of shares
|
3,848,983 | 3,710,303 |
Preferred
Stock
|
Common Stock |
Additional
Paid
in
Capital
|
Readjustment
Resulting
from
Quasi-
Reorganization
|
Retained
Earnings
|
Note
Receivable
Sale
of Stock
|
Treasury Stock |
Total
Stockholders'
Equity
|
|||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||
Balance
– January 1, 2007
|
605,291 | $ | 1,052,988 | 3,103,078 | $ | 31,031 | $ | 6,417,739 | $ | (1,670,596 | ) |
$
|
12,421,144
|
$ | - | 66,268 | (408,850 | ) | $ | 17,843,456 | ||||||||||||||||||||||||
Exercise
of stock options
|
- | - | 13,000 | 130 | 22,145 | - | - | - | - | - | 22,275 | |||||||||||||||||||||||||||||||||
Stock
options granted to officers
|
- | - | - | - | 197,750 | - | - | - | - | - | 197,750 | |||||||||||||||||||||||||||||||||
Conversion
of preferred shares
|
(370,747 | ) | (566,912 | ) | 430,473 | 4,305 | 562,607 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
Purchase
treasury shares
|
- | - | - | - | - | - | - | - | 14,739 | (88,189 | ) | (88,189 | ) | |||||||||||||||||||||||||||||||
Retirement
of treasury shares
|
- | - | (14,739 | ) | (147 | ) | (88,042 | ) | - | - | - | (14,739 | ) | 88,189 | - | |||||||||||||||||||||||||||||
Net
income
|
- | - | - | - | - | - |
2,837,030
|
- | - | - | 2,837,030 | |||||||||||||||||||||||||||||||||
Balance
- December 31, 2007
|
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 | $ | 35,349 | $ | 7,281,219 | $ | (1,670,596 | ) |
$
|
13,813,053 | $ | - | 66,268 | $ | (408,850 | ) | $ | 19,536,251 |
Years
Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Cash
flows from operating activities
|
||||||||
Net income
(loss)
|
$ | (1,445,121 | ) | $ | 2,837,030 | |||
Adjustments to reconcile net
income (loss) to net cash used in
|
||||||||
operating
activities
|
||||||||
Income from equity investment
in partnerships
|
(3,084,183 | ) | (2,695,978 | ) | ||||
Stock-based
compensation
|
154,200 | 197,750 | ||||||
Depreciation and
amortization
|
3,834 | 3,476 | ||||||
Deferred tax
asset
|
140,500 | (1,245,500 | ) | |||||
Changes in assets and
liabilities
|
||||||||
Increase in other current
assets
|
(59,885 | ) | (203,388 | ) | ||||
Decrease in accounts payable
and accrued expenses
|
(76,201 | ) | (82,275 | ) | ||||
(Increase) in settlement
payable
|
3,025,269 | − | ||||||
Net cash used in operating
activities
|
(1,341,587 | ) | (1,188,885 | ) | ||||
Cash
flows from investing activities
|
||||||||
Purchases of property and
equipment
|
- | (12,589 | ) | |||||
Distribution of earnings from
partnership
|
1,675,000 | 1,204,635 | ||||||
Purchases of marketable
securities
|
(111,617,766 | ) | (104,796,934 | ) | ||||
Proceeds from sales of
marketable securities
|
118,500,000 | 104,500,000 | ||||||
Net cash provided by investing
activities
|
8,557,234 | 895,112 | ||||||
Cash
flows from financing activities
|
||||||||
Proceeds from the exercise of
stock options
|
- | 22,275 | ||||||
Purchase of treasury
stock
|
- | (88,189 | ) | |||||
Net cash used in financing
activities
|
- | (65,914 | ) | |||||
Increase
(Decrease) in cash and cash equivalents
|
$ | 7,215,647 | $ | (359,687 | ) | |||
Cash
and cash equivalents – beginning
|
253,566 | 613,253 | ||||||
Cash
and cash equivalents – ending
|
$ | 7,469,213 | $ | 253,566 | ||||
Years Ended December 31,
|
||||||||
2008
|
|
2007
|
||||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash paid during the year
for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income taxes
|
$ | 119,886 | $ | 44,200 | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Stock
issued in settlement of accrued expenses
|
$ | 14,850 | $ | - |
2008
|
2007
|
|||||||
Machinery
and equipment
|
$ | 50,697 | $ | 50,697 | ||||
Leasehold
improvements
|
9,742 | 9,742 | ||||||
60,439 | 60,439 | |||||||
Accumulated
depreciation
|
51,156 | 47,322 | ||||||
$ | 9,283 | $ | 13,117 |
Trading
securities:
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
||||||||||||
As
of December 31, 2008:
|
||||||||||||||||
2,900,000
US Treasury bills
|
$ | 2,900,505 | $ | - | $ | (505 | ) | $ | 2,900,000 | |||||||
As
of December 31, 2007:
|
||||||||||||||||
9,800,000
US Treasury bills
|
$ | 9,786,191 | $ | - | $ | (3,957 | ) | $ | 9,782,234 |
2008
|
2007
|
|||||||
Balance
Sheet Data
|
||||||||
Cash
and receivables
|
$ | 1,201,696 | $ | 1,109,104 | ||||
Restricted
cash
|
2,276,931 | 2,254,315 | ||||||
Real
estate, net
|
28,081,476 | 30,456,122 | ||||||
Deferred
charges, net
|
6,314,898 | 7,172,186 | ||||||
Other
assets
|
320,044 | 350,681 | ||||||
Total
Assets
|
38,195,045 | 41,342,408 | ||||||
Accounts
payable and accrued expenses
|
354,490 | 350,425 | ||||||
Project
note payable
|
73,550,621 | 78,459,228 | ||||||
Other
liabilities
|
151,482 | 161,591 | ||||||
Total
Liabilities
|
74,056,593 | 78,971,244 | ||||||
Partners'
capital:
|
||||||||
Regency
Affiliates, Inc.
|
4,953,818 | 3,274,894 | ||||||
Other
partners
|
(40,815,366 | ) | (40,903,730 | ) | ||||
Total
Partners' Capital
|
(35,861,548 | ) | (37,628,836 | ) | ||||
Total
Liabilities and Partner's Capital
|
38,195,045 | 41,342,408 | ||||||
Statement
of Operations Data
|
||||||||
Revenues
|
$ | 13,241,407 | $ | 13,250,867 | ||||
Expenses
|
7,892,831 | 8,033,403 | ||||||
Net
operating income
|
5,348,576 | 5,217,464 | ||||||
Other
expenses
|
(3,581,288 | ) | (3,621,196 | ) | ||||
Net
income
|
$ | 1,767,288 | $ | 1,596,268 |
2008
|
2007
|
|||||||
Balance
Sheet Data
|
||||||||
Cash
and cash equivalents
|
$ | 2,071,871 | $ | 7,347,784 | ||||
Restricted
cash
|
2,636,641 | 1,298,930 | ||||||
Trade
receivable
|
2,808,699 | 1,534,313 | ||||||
Current
portion of net investment in direct financing lease
|
1,420,059 | 1,312,055 | ||||||
Inventory
|
3,615,972 | 3,469,905 | ||||||
Prepaid
expenses and other current assets
|
176,195 | 208,546 | ||||||
Total
current assets
|
12,729,437 | 15,171,533 | ||||||
Debt
issuance costs
|
1,027,155 | 1,203,159 | ||||||
General
plant, net
|
875 | 17,287 | ||||||
Investment
in direct financing lease, net of current portion
|
20,369,174 | 21,789,234 | ||||||
Total
assets
|
34,126,641 | 38,181,213 | ||||||
Accounts
payable
|
2,473,941 | 4,711,825 | ||||||
Accrued
liabilities
|
49,117 | 29,846 | ||||||
Long
term debt, net of current position
|
1,487,700 | 1,350,900 | ||||||
Total
current liabilities
|
4,010,758 | 6,092,571 | ||||||
Current
portion of long term debt
|
23,124,550 | 24,612,250 | ||||||
Total
liabilities
|
27,135,308 | 30,704,821 | ||||||
Unrealized
Loss on Interest Rate Swap Contract
|
1,289,115 | 267,881 | ||||||
Members’
equity
|
5,702,218 | 7,208,511 | ||||||
Total
liabilities and members’ equity
|
34,126,641 | 38,181,213 | ||||||
Statement
of Operations Data
|
||||||||
Revenues
|
$ | 15,262,737 | $ | 14,893,320 | ||||
Expenses
|
11,897,955 | 11,196,293 | ||||||
Net
operating income
|
3,364,782 | 3,697,027 | ||||||
Other
income (expense)
|
(563,103 | ) | (1,345,963 | ) | ||||
Net
income
|
$ | 2,801,679 | $ | 2,351,064 |
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 |
Shares
|
Value
|
|||||||||||||||||||
2008
|
2007
|
|||||||||||||||||||
Designated
|
Outstanding
|
Carrying
|
Liquidation
|
Liquidation
|
||||||||||||||||
Series
C, $100 stated
|
||||||||||||||||||||
value,
cumulative
|
210,000 | 208,850 | $ | 229,136 | $ | 20,885,000 | $ | 20,885,000 | ||||||||||||
Series
B, $10 stated
|
||||||||||||||||||||
value,
6% cumulative
|
- | - | - | - | - | |||||||||||||||
Junior
Series, D, $10
|
||||||||||||||||||||
Stated
value, 7%
|
||||||||||||||||||||
Cumulative
|
26,000 | 25,694 | 256,940 | 256,940 | 256,940 | |||||||||||||||
236,000 | 234,544 | $ | 486,076 | $ | 21,141,940 | $ | 21,141,940 |
Exercise
Price
Range
|
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average Remaining
Contractual
Life
|
|||||||||||||
Outstanding
at 1/1/07
|
$ |
.40
- 6.27
|
344,000 | $ | 2.12 | 7.07 | ||||||||||
Issued
|
5.10
|
50,000 | 5.10 | 10 | ||||||||||||
Exercised,
forfeited or expired
|
.40-2.40
|
(14,000 | ) | .40 | 1.70 | |||||||||||
Outstanding
at 12/31/07
|
$ |
1.35–
6.27
|
380,000 | $ | 3.08 | 7.33 | ||||||||||
Exercise
Price
Range
|
Options
|
Average
Exercise
Price
|
Average
Contract
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 |
2008
|
2007
|
|||||||
Deferred tax assets: | ||||||||
Net operating loss
carryforward
|
2,210,000 | 2,491,000 | ||||||
Valuation
allowance
|
(1,105,000 | ) | (1,245,000 | ) | ||||
Subtotal
|
$ | 1,105,000 | $ | 1,245,000 |
2008
|
2007
|
|||||||
Current
|
$ | 30,886 | $ | 105,673 | ||||
Deferred
|
140,500 | (1,245,500 | ) | |||||
$ | 171,386 | $ | (1,139,827 | ) |
2008
|
2007
|
||
Federal
expense (benefit) at the statutory rate
|
34.0%
|
34.0%
|
|
State
tax expense
|
2.4
|
6.2
|
|
Benefit
of net operating loss carry forward, net
|
(22.9)
|
(107.4)
|
|
Effective
tax rate of income tax expense (benefit)
|
13.5%
|
(67.2)%
|
December
31, 2008
|
December
31, 2007
|
|||||||||||||||
Basic
|
Dilutive
|
Basic
|
Dilutive
|
|||||||||||||
Weighted
average number of shares outstanding
|
3,533,480 | 3,533,480 | 3,475,932 | 3,475,932 | ||||||||||||
Common
Stock equivalent shares
|
||||||||||||||||
Preferred
shares Series D
|
- | 50,519 | - | 44,841 | ||||||||||||
Preferred
shares Series B
|
- | - | - | |||||||||||||
Options
(treasury share method)
|
- | 264,984 | - | 189,530 | ||||||||||||
Total
weighted average and equivalent shares
|
3,533,480 | 3,848,983 | 3,475,932 | 3,710,303 | ||||||||||||
Net
Income
|
$ | (1,445,121 | ) | $ | (1,445,121 | ) | $ | 2,837,030 | $ | 2,837,030 | ||||||
Earnings
per share, basic and dilutive
|
$ | (.41 | ) | $ | (.41 | ) | $ | 0.82 | $ | 0.76 |