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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 March 31, 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 Avenue
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 May 5, 1995, the registrant had outstanding 5,107,401 shares of Common
Stock, par value $0.10 per share, which is the registrant's only class of
common stock.
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PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
ASSETS:
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 82,000 $ 369,000
ACCOUNTS RECEIVABLE, NET 5,503,000 6,631,000
INVENTORIES 1,211,000 1,146,000
OTHER RECEIVABLES AND CURRENT ASSETS 40,000 34,000
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TOTAL CURRENT ASSETS 6,836,000 8,180,000
MORTGAGE LOANS 98,000 115,000
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 101,000 106,000
OTHER ASSETS 91,000 91,000
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$14,265,000 $15,631,000
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LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
ACCOUNTS PAYABLE $ 1,525,000 $ 2,092,000
ACCRUED EXPENSES:
SALARIES AND OTHER 340,000 360,000
INCOME AND OTHER TAXES 284,000 372,000
SHORT-TERM DEBT 500,000 990,000
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TOTAL CURRENT LIABILITIES 2,649,000 3,814,000
OTHER LIABILITIES: 128,000 128,000
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 (32,656,000) (32,364,000)
TREASURY STOCK (1,080,000 SHARES) (9,990,000) (9,990,000)
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TOTAL STOCKHOLDERS' EQUITY 11,488,000 11,689,000
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$14,265,000 $15,631,000
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
NYFS07...:\55\69555\0001\2185\FRM5035S.33A
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THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
SALES $14,186,000 $3,727,000
COST OF SALES 3,078,000 2,601,000
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GROSS PROFIT 1,108,000 1,126,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,278,000 1,154,000
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OPERATING LOSS (170,000) (28,000)
OTHER INCOME (EXPENSE):
INTEREST EXPENSE (16,000) 0
OTHER INCOME, NET 20,000 25,000
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LOSS BEFORE INCOME TAXES (166,000) (3,000)
INCOME TAXES 35,000 25,000
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NET LOSS ($201,000) ($28,000)
========= ========
NET LOSS PER SHARE ($0.04) ($0.01)
====== ======
NUMBER OF SHARES 5,107,401 5,107,401
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
NET LOSS (201,000) (28,000)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 13,000 9,000
CHANGES IN ASSETS AND LIABILITIES:
DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE 1,128,000 (122,000)
(INCREASE) IN INVENTORIES (65,000) (195,000)
(DECREASE) INCREASE IN ACCOUNTS PAYABLE
AND ACCRUED LIABILITIES (675,000) 188,000
OTHER, NET (6,000) (33,000)
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NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES 194,000 (181,000)
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CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
COLLECTIONS OF MORTGAGE LOANS 17,000 18,000
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT (8,000) (14,000)
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NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES 9,000 4,000
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CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
(DECREASE) INCREASE IN SHORT-TERM DEBT (490,000) 0
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NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES (490,000) 0
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(DECREASE) IN CASH AND CASH EQUIVALENTS (287,000) (177,000)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 369,000 361,000
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 82,000 $ 184,000
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995 and 1994
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.
Certain information and footnote disclosures included in the 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 loss applicable to common stock for the three months ended
March 31, 1995 and 1994 was divided by the number of shares
outstanding during the period to determine per share data.
2. INVENTORIES
At March 31, 1995, all inventories were comprised of finished goods.
3. INCOME TAXES
The Company anticipates it will generate Federal taxable income for
the year ended December 31, 1995. However, the Company has net
operating loss carryforwards well in excess of anticipated federal
taxable income, and therefore it expects that no Federal income taxes
will be payable for the year ending 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 three months ended March 31, 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 during the three months ended March 31, 1995 and
1994 amounted to $16,000 and $5,000, respectively.
Income tax payments, consisting of state income taxes only, during the
three months ended March 31, 1995 and 1994 amounted to $79,000 and
$32,000, respectively.
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Item 2. Management's Discussion and Analysis of Financial
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Condition and Results of Operations
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(1) Material Changes in Financial Condition
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The Company anticipates that, on an annual basis, the cash
requirements of its operating subsidiary, Atlantic Hardware & Supply
Corporation ("Atlantic"), can be met from its operations. Atlantic has
arranged for a $1,250,000 asset-based bank line of credit which permits
upstreaming of $500,000 of borrowings, plus 50% of net income, as defined,
to the Company, $500,000 of which has already been used. Management
believes that the use of such borrowings plus proceeds from its real estate
operations, including amounts received from the sale of certain real estate
other that its Orlando, Florida property, will be sufficient to funds it
cash requirements through 1995.
In April 1995, the Company entered into a $1,150,000 contract for
the sale of its 90.9 acre Date County, Florida, property. This all-cash
transaction is expected to close by year end 1995.
At March 31, 1995 the Company and its operating subsidiary had no
material commitments for capital expenditures.
Working capital at March 31, 1995 was $4,187,000, a decrease of
$179,000 from the December 31, 1994 level.
(2) Material Changes in Results of Operations
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Sales for the three months ended March 31, 1995 increased
$459,000 or 12.3% compared to the corresponding period in 1994.
Gross profit for the three months ended March 31, 1995 decreased
$18,000 or 1.6% as compared to the same period in 1994. The decrease
results from a decline in gross profit margins from 30.2% in 1994 to 26.5%
in 1995.
Selling, general and administrative expenses decreased to 30.5%
of sales for the first three months of 1995 from 31.0% for the same 1994
period. Expenses for such period were $124,000 higher than the same period
in 1994, principally due to an increase in selling expenses.
Other income for the three months ended March 31, 1995 and 1994
is comprised primarily of interest and rental income on the mortgage notes
and real estate properties.
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Part II. Other Information
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Item 6. Exhibits and Reports on Form 8-K
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(b) Reports on Form 8-K
The Company did not file any Current Reports during the quarter
ended March 31, 1995.
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
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Jules Ross
Vice President, Finance
(Principal Financial Officer)
Dated: May 5, 1995
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EXHIBIT INDEX
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Exhibit No. Exhibit
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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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 82,000
<SECURITIES> 0
<RECEIVABLES> 5,503,000
<ALLOWANCES> 0
<INVENTORY> 1,211,000
<CURRENT-ASSETS> 6,836,000
<PP&E> 101,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,265,000
<CURRENT-LIABILITIES> 2,649,000
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 10,869,000
<TOTAL-LIABILITY-AND-EQUITY> 14,265,000
<SALES> 4,186,000
<TOTAL-REVENUES> 4,186,000
<CGS> 3,078,000
<TOTAL-COSTS> 4,356,000
<OTHER-EXPENSES> (20,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,000
<INCOME-PRETAX> (166,000)
<INCOME-TAX> 35,000
<INCOME-CONTINUING> (201,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (201,000)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
