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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ___________ to
___________
Commission file number: 1-8254
THACKERAY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2446697
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(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
400 Madison Ave.
Suite 1508
New York, New York 10017
(212) 759-3695
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(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
Unchanged
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [_] No [_]
On August 4, 1995, the registrant had outstanding 5,107,401 shares of
Common Stock, par value $.10 per share, which is the registrant's only
class of common stock.
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND DECEMBER 31, 1994
1995 1994
---- ----
<S> <C> <C>
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $3,326,000 $369,000
ACCOUNTS RECEIVABLE, NET 0 6,631,000
INVENTORIES 0 1,146,000
OTHER RECEIVABLES AND PREPAID EXPENSES 12,000 34,000
MORTGAGE LOANS 84,000 115,000
INVESTMENTS IN REAL ESTATE (NET OF ALLOWANCE
OF $633,000 IN 1995 AND 1994) 7,139,000 7,139,000
PROPERTY PLANT AND EQUIPMENT, NET 10,000 106,000
OTHER ASSETS 72,000 91,000
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TOTAL ASSETS $10,643,000 $15,631,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE $1,000 $2,092,000
ACCRUED EXPENSES:
SALARIES AND OTHER 211,000 360,000
INCOME AND OTHER TAXES 245,000 372,000
SHORT-TERM DEBT 0 990,000
OTHER LIABILITIES 128,000 128,000
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TOTAL LIABILITIES 585,000 3,942,000
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STOCKHOLDERS' EQUITY:
COMMON STOCK, $.10 PAR VALUE
(20,000,000 SHARES AUTHORIZED;
6,187,401 SHARES ISSUED) 619,000 619,000
CAPITAL IN EXCESS OF PAR VALUE 53,424,000 53,424,000
ACCUMULATED DEFICIT (33,995,000) (32,364,000)
TREASURY STOCK (1,080,000 SHARES) (9,990,000) (9,990,000)
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TOTAL STOCKHOLDERS' EQUITY 10,058,000 11,689,000
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $10,643,000 $15,631,000
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
NYFS07...:\55\69555\0001\2185\FRM8025T.540
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<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $37,000 $41,000
SALES OF REAL ESTATE 4,000 338,000
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TOTAL REAL ESTATE REVENUES 41,000 379,000
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EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 144,000 173,000
COST OF REAL ESTATE SALES 0 100,000
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TOTAL REAL ESTATE EXPENSES 144,000 273,000
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INCOME (LOSS) FROM REAL ESTATE OPERATIONS (103,000) 106,000
------- -------
GENERAL AND ADMINISTRATIVE EXPENSES 238,000 272,000
INTEREST EXPENSE, NET (2,000) 11,000
------- -------
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (339,000) (177,000)
INCOME TAXES 0 0
-------- --------
LOSS FROM CONTINUING OPERATIONS (339,000) (177,000)
INCOME (LOSS) OF DISCONTINUED OPERATION
(NET OF INCOME TAX EXPENSE OF $56,000 IN
1995 AND $55,000 IN 1994) (43,000) 264,000
LOSS ON SALE OF DISCONTINUED OPERATION (1,249,000) 0
--------- -------
NET INCOME (LOSS) ($1,631,000) $87,000
========== =======
INCOME (LOSS) PER SHARE FROM:
CONTINUING OPERATIONS ($0.07) ($0.03)
DISCONTINUED OPERATION (0.25) 0.05
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TOTAL INCOME (LOSS) PER SHARE ($0.32) $0.02
========= =========
NUMBER OF SHARES 5,107,401 5,107,401
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $19,000 $19,000
SALES OF REAL ESTATE 2,000 336,000
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TOTAL REAL ESTATE REVENUES 21,000 355,000
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EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 81,000 96,000
COST OF REAL ESTATE SALES 0 100,000
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TOTAL REAL ESTATE EXPENSES 81,000 196,000
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INCOME (LOSS) FROM REAL ESTATE OPERATIONS (60,000) 159,000
------ -------
GENERAL AND ADMINISTRATIVE EXPENSES 133,000 168,000
INTEREST EXPENSE, NET (10,000) 10,000
-------- -------
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (183,000) (19,000)
INCOME TAXES 0 0
-------- --------
LOSS FROM CONTINUING OPERATIONS (183,000) (19,000)
INCOME (LOSS) OF DISCONTINUED OPERATION
(NET OF INCOME TAX EXPENSE OF $21,000 IN
1995 AND $30,000 IN 1994) 2,000 134,000
LOSS ON SALE OF DISCONTINUED OPERATION (1,249,000) 0
--------- -------
NET INCOME (LOSS) ($1,430,000) $115,000
========== ========
INCOME (LOSS) PER SHARE FROM:
CONTINUING OPERATIONS ($0.04) ($0.00)
DISCONTINUED OPERATION (0.24) 0.03
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TOTAL INCOME (LOSS) PER SHARE ($0.28) $0.03
========= =========
NUMBER OF SHARES 5,107,401 5,107,401
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
NET INCOME (LOSS) ($1,631,000) $87,000
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
LOSS RELATING TO DISCONTINUING OPERATION 1,292,000 0
DEPRECIATION AND AMORTIZATION 3,000 21,000
CHANGES IN ASSETS AND LIABILITIES, EXCLUSIVE OF
DISCONTINUED OPERATION:
(INCREASE) IN ACCOUNTS RECEIVABLE 0 (330,000)
DECREASE IN INVENTORIES 0 11,000
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 130,000 207,000
OTHER, NET 9,000 (38,000)
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NET CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES (197,000) (42,000)
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CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF SUBSIDIARY, NET
OF SUBSIDIARY CASH OF $239,000 3,561,000 0
COLLECTIONS OF MORTGAGE LOANS 31,000 61,000
PROCEEDS FROM SALE OF REAL ESTATE 0 100,000
PROCEEDS FROM SALE OF OTHER INVESTMENT 19,000 0
DEPOSIT RECEIVED IN ADVANCE OF REAL ESTATE SALE 0 50,000
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT (7,000) (23,000)
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NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,604,000 188,000
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CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
REPAYMENT OF SHORT-TERM DEBT (450,000) 0
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NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES (450,000) 0
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,957,000 146,000
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 369,000 361,000
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CASH AND CASH EQUIVALENTS - END OF PERIOD $3,326,000 $507,000
========== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1995 and 1994
(UNAUDITED)
1. BASIS OF PRESENTATION
The significant accounting policies followed by the Company in
the preparation of these unaudited interim financial statements
are consistent with the accounting policies followed in the
audited annual financial statements. In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included.
As a result of the sale of Atlantic Hardware & Supply Corporation
("Atlantic"), as more fully described in Note 2 below, the
Company's operations are now comprised exclusively of managing
its real estate investments and mortgage loans. Accordingly, the
Company has elected to prepare an unclassified balance sheet as
of June 30, 1995 for its continuing operations. In addition, the
accompanying statements of operations for the six month and three
month periods then ended reflect the activities of much
continuing operations. All prior period financial information
presented has been reclassified for purposes of comparability.
Certain information and footnote disclosures included in the
annual audited financial statements have been omitted. For
additional information, reference is made to the financial
statements and notes thereto included in the Company's Annual
Report to Stockholders for the year ended December 31, 1994.
The net income (loss) applicable to common stock from continuing
operations and from discontinued operations for the six month and
three month periods ended June 30, 1995 and 1994 were divided by
the number of shares outstanding during the periods to determine
per share data.
2. SALE OF BUSINESSES
On May 19, 1995, Brennand Paige Industries, Inc. ("BPI"), a
direct subsidiary of the Company, sold all of the outstanding
capital stock of Atlantic, BPI's wholly owned subsidiary, for
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$3,800,000 in cash. The Company and the buyer of Atlantic
("Buyer"), each have investments in two entities, Monroc Inc. and
Sals Investors, L.P. The purchase price was negotiated at arms
length between the respective managements of the Company and the
Buyer. Proceeds from the sale in the amount of $450,000 were
used to repay advances previously made by Atlantic to the
Company. The remainder of the proceeds will be used for working
capital purposes of the Company.
The operating results of Atlantic are reflected in the
accompanying consolidated statements of operations for the six
month and three month periods ended June 30, 1995 and 1994 as
income (losses) from discontinued operations. Net sales of
Atlantic from January 1, 1995 through May 19, 1995 were
$6,509,000, and for the six month period ended June 30, 1994 were
$7,790,000. Net assets of Atlantic as of May 19, 1995 were
$4,949,000.
3. INCOME TAXES
The Company anticipates it will generate a Federal taxable loss
for the year ended December 31, 1995, and therefore it expects
that no Federal income taxes will be payable for the year ended
December 31, 1995. In addition, for the year ended December 31,
1994, net operating loss carryforwards were in excess of federal
taxable income. Accordingly, Federal income tax provisions
(credits) for the six month and the three month periods ended
June 30, 1995 and 1994, have been eliminated through the
utilization of such loss carryforwards in the accompanying
Consolidated Statements of Operations.
4. STATEMENTS OF CASH FLOWS
Interest payments from continuing operations during each of the
six months ended June 30, 1995 and 1994 amounted to $5,000.
There were no income tax payments from continuing operations,
during the six months ended June 30, 1995 and 1994.
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Item 2. Management's Discussion and Analysis of Financial Condition
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and Results of Operations
-------------------------
(1) Material Changes in Financial Condition
---------------------------------------
The Company believes that proceeds from the sale of
Atlantic, will be sufficient to fund its cash requirements for
the foreseeable future.
In April 1995, the Company entered into a $1,150,000
contract for the sale of its 90.9 acre Date County, Florida,
property. The sale price is equivalent to the carrying value of
the property. This all cash transaction is expected to close by
year end 1995.
At June 30, 1995 the Company had no material commitments for
capital expenditures.
(2) Material Changes in Results of Operations
-----------------------------------------
Total estate revenues for the six months ended June 30, 1995
were $41,000 versus $379,000 for the comparable period in 1994,
which included a real estate sale in the amount of $330,000.
Property carrying costs for the first six months of 1995
were $29,000 or 16.8% lower than the amount incurred for 1994.
The decrease is largely due to a reduction in professional fees
relating to the real estate properties.
General and administrative expenses decreased by $34,000 or
12.5% from amounts reported in the first six months of 1994. The
decrease was primarily in professional costs.
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Part II. Other Information
-----------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Annual Meeting of Stockholders of the Company was held
on May 8, 1995.
(b) Martin J. Rabinowitz, Jules Ross, Ronald D. Rothberg, Moses
Rothman and John Sladkus were elected directors of the
Company at the meeting.
(c) The following table shows results of the voting taken at the
meeting :
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld
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<S> <C> <C>
Martin J. Rabinowitz 4,342,044 63,990
Jules Ross 4,341,972 64,062
Ronald D. Rothberg 4,342,145 63,889
Moses Rothman 4,342,094 63,940
John Sladkus 4,341,896 64,138
</TABLE>
There were no abstentions or broker non-votes with respect
to any of the directors. 4,373,564 shares were voted in
favor of the proposal to ratify the appointment of Arthur
Andersen LLP as the independent auditors of the Company for
the year ending December 31, 1995, with 31,764 shares voted
against, 706 shares abstained and there were no broker non-
votes.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
On June 1, 1995, the Company filed a Current Report on Form
8-K, relating to the sale of Atlantic.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THACKERAY CORPORATION
By: /s/ Jules Ross
------------------------------
Jules Ross
Vice President, Finance
(Principal Financial Officer)
Dated: August 7, 1995
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EXHIBIT INDEX
Exhibit Description
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27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial
information extracted from the financial
statements contained in the body of the
accompanying Form 10-Q and is qualified in its
entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<CASH> 3,326,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 10,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,643,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 9,439,000
<TOTAL-LIABILITY-AND-EQUITY> 10,643,000
<SALES> 0
<TOTAL-REVENUES> 41,000
<CGS> 0
<TOTAL-COSTS> 382,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (339,000)
<DISCONTINUED> (1,282,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,631,000)
<EPS-PRIMARY> (0.32)
<EPS-DILUTED> (0.32)
</TABLE>
