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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 September 30,
1996
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
- ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2446697
- -------------------------------- --------------------------------
(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)
- ---------------------------------------------------------------------------
(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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 5,107,401 shares of
common stock, $.10 par value, as of November 8, 1996.
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 1996 1995
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 ---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS:
CASH AND CASH EQUIVALENTS $4,771,000 $3,020,000
RECEIVABLES FROM REAL ESTATE INVESTMENTS 139,000 0
MORTGAGE LOANS 62,000 62,000
INVESTMENTS IN REAL ESTATE (NET OF ALLOWANCES
OF $277,000 IN 1996 AND $713,000 IN 1995) 5,909,000 7,059,000
OTHER ASSETS 195,000 62,000
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TOTAL ASSETS $11,076,000 $10,203,000
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LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $212,000 $83,000
ACCRUED INCOME AND OTHER TAXES 238,000 238,000
OTHER LIABILITIES 128,000 128,000
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TOTAL LIABILITIES 578,000 449,000
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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 (33,555,000) (34,299,000)
TREASURY STOCK (1,080,000 SHARES) (9,990,000) (9,990,000)
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TOTAL STOCKHOLDERS' EQUITY 10,498,000 9,754,000
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $11,076,000 $10,203,000
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</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 NINE MONTHS ENDED SEPTEMBER 30, 1996
AND 1995 (UNAUDITED) 1996 1995
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $53,000 $55,000
SALES OF REAL ESTATE, NET 2,159,000 6,000
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TOTAL REAL ESTATE REVENUES 2,212,000 61,000
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EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 110,000 223,000
COST OF PROPERTY SOLD 1,150,000 0
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TOTAL REAL ESTATE EXPENSES 1,260,000 223,000
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INCOME (LOSS) FROM REAL ESTATE OPERATIONS 952,000 (162,000)
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GENERAL AND ADMINISTRATIVE EXPENSES 327,000 326,000
INTEREST (INCOME) EXPENSE, NET (119,000) (42,000)
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INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 744,000 (446,000)
INCOME TAXES 0 0
INCOME (LOSS) FROM CONTINUING OPERATIONS 744,000 (446,000)
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LOSS OF DISCONTINUED OPERATION
(NET OF STATE INCOME TAX EXPENSE OF $56,000
IN 1995) 0 (43,000)
LOSS ON SALE OF DISCONTINUED OPERATION 0 (1,195,000)
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NET INCOME (LOSS) $744,000 ($1,684,000)
========== =============
INCOME (LOSS) PER SHARE FROM:
CONTINUING OPERATIONS $0.15 ($0.09)
DISCONTINUED OPERATION 0.00 (0.24)
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INCOME (LOSS) PER SHARE $0.15 ($0.33)
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NUMBER OF SHARES 5,107,401 5,107,401
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</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 SEPTEMBER 30, 1996
AND 1995 (UNAUDITED) 1996 1995
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $18,000 $18,000
SALES OF REAL ESTATE, NET 2,159,000 2,000
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TOTAL REAL ESTATE REVENUES 2,177,000 20,000
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EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 1,000 79,000
COST OF PROPERTY SOLD 1,150,000 0
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TOTAL REAL ESTATE EXPENSES 1,151,000 79,000
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INCOME (LOSS) FROM REAL ESTATE OPERATIONS 1,026,000 (59,000)
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GENERAL AND ADMINISTRATIVE EXPENSES 96,000 88,000
INTEREST (INCOME) EXPENSE, NET (45,000) (40,000)
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INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 975,000 (107,000)
INCOME TAXES 0 0
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INCOME (LOSS) FROM CONTINUING OPERATIONS 975,000 (107,000)
LOSS OF DISCONTINUED OPERATION 0 0
INCOME ON SALE OF DISCONTINUED OPERATION 0 54,000
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NET INCOME (LOSS) $975,000 ($53,000)
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INCOME (LOSS) PER SHARE FROM:
CONTINUING OPERATIONS $0.19 ($0.02)
DISCONTINUED OPERATION 0.00 0.01
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TOTAL INCOME (LOSS) PER SHARE $0.19 ($0.01)
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NUMBER OF SHARES 5,107,401 5,107,401
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</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 NINE MONTHS ENDED SEPTEMBER 30, 1996
AND 1995 (UNAUDITED) 1996 1995
---- ----
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
NET INCOME (LOSS) $744,000 ($1,684,000)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
GAIN ON SALE OF REAL ESTATE (1,009,000) 0
LOSS RELATING TO DISCONTINUED OPERATIONS 0 1,238,000
DEPRECIATION AND AMORTIZATION 11,000 5,000
CHANGES IN ASSETS AND LIABILITIES, EXCLUSIVE
OF DISCONTINUED OPERATIONS:
INCREASE IN RECEIVABLES FROM REAL
ESTATE INVESTMENTS (139,000) 0
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 129,000 140,000
OTHER, NET (144,000) (45,000)
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NET CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES (408,000) (346,000)
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CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITIES:
PROCEEDS FROM SALE OF REAL ESTATE, NET 2,159,000 0
PROCEEDS FROM SALE OF SUBSIDIARY, NET
OF SUBSIDIARY CASH OF $239,000 0 3,615,000
COLLECTIONS OF MORTGAGE LOANS 0 39,000
PROCEEDS FROM SALE OF OTHER INVESTMENT 0 38,000
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT 0 (7,000)
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NET CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES 2,159,000 3,685,000
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CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
REPAYMENT OF SHORT-TERM DEBT 0 (450,000)
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NET CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES 0 (450,000)
INCREASE IN CASH AND CASH EQUIVALENTS 1,751,000 2,889,000
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 3,020,000 369,000
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CASH AND CASH EQUIVALENTS - END OF PERIOD $4,771,000 $3,258,000
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996 and 1995
(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.
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, 1995.
The net income (loss) applicable to common stock from continuing
operations and from discontinued operations for the nine month
and three month periods ended September 30, 1996 and 1995 were
divided by the number of shares outstanding during the periods to
determine per share data.
2. INCOME TAXES
The Company anticipates it will generate Federal taxable income
for the year ended December 31, 1996. As a result however of the
existence of net operating loss carryforwards, it expects that no
Federal income taxes will be payable for such year. In addition,
for the year ended December 31, 1995, the Company generated a net
Federal income tax loss. Accordingly, no Federal income tax
provisions (credits) for the nine month and three month periods
ended September 30, 1996 and 1995 were reported.
3. STATEMENTS OF CASH FLOWS
There were no interest payments from continuing operations during
the nine months ended September 30, 1996 and 1995.
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There were no income tax payments from continuing operations
during the nine months ended September 30, 1996 and 1995.
Item 2. Management's Discussion and Analysis of Financial
- ---- -- -------------------------------------------------
Condition and Results of Operations
-----------------------------------
(1) Material Changes in Financial Condition
--- ---------------------------------------
The Company anticipates that its current cash balance will
be sufficient to fund its requirements for the foreseeable future.
At September 30, 1996 the Company had no material
commitments for capital expenditures.
In August 1996, the Company completed the sale of its 90.9
acre Dade County, Florida property for $2,159,000, realizing a gain on
the transaction of $1,009,000.
(2) Material Changes in Results of Operations
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Total real estate revenues for the nine months ended
September 30, 1996 were $2,212,000 versus $61,000 for the comparable
period in 1995. Revenues for 1996 include the aforementioned sale of
real estate of $2,159,000.
Property carrying costs for the first nine months of 1996
were $113,000 or 50% lower than the amount incurred for 1995. The
decrease is due to the agreement with Belz Enterprises, wherein
certain expenditures of the related property are paid by the Company,
but are charged to the Partnership (referred to in Part II, Item 5
below). During the nine months ended September 30, 1996 there were
$139,000 of such expenditures charged to the Partnership.
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Part II. Other Information
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Item 4. Submission of Matters to a Vote of Security Holders
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(a) The Annual Meeting of Stockholders of the Company was held on
September 26, 1996.
(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 the results of the voting taken at the
meeting:
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<CAPTION>
Nominee Votes For Votes Withheld
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<S> <C> <C>
Martin J. Rabinowitz 4,503,148 292,230
Jules Ross 4,503,148 292,230
Ronald D. Rothberg 4,503,148 292,230
Moses Rothman 4,503,128 292,250
John Sladkus 4,503,128 292,250
</TABLE>
There were no abstentions or broker non-votes with respect to any
of the directors.
4,783,259 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, 1996,
with 10,839 shares voted against, 1,280 shares abstained and
there were no broker non-votes.
3,573,106 shares were voted in favor of the proposal to transfer
the Company's approximately 218 acres Orlando, Florida property
as described in Item 5 below, with 308,621 shares voted against,
26,531 shares abstained and there were 887,120 broker non-votes.
Reference is made to the Company's Proxy Statement dated August
5, 1996 for its 1996 Annual Meeting (the "Proxy Statement") for
additional information concerning the matters voted on at the
meeting.
Item 5. Other Information
- ---- -- -----------------
On May 20, 1996, the Company and affiliates of Belz Enterprises
("Belz") entered into an Agreement of Limited Partnership of BT
Orlando Limited Partnership (the "Partnership"). Pursuant to
this agreement, the Company will contribute approximately 140
acres of its Orlando, Florida property (the "Contributed
Property") to the Partnership when
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the requisite construction financing is obtained, such property
to be valued at $15,246,000 for capital account purposes. The
Partnership, with an affiliate of Belz and Brennand-Paige
Industries, Inc., a subsidiary of the Company, as general
partners, will develop, construct, operate and lease a retail and
entertainment shopping center complex on the Contributed Property
(the "Project"). The Company will participate in the cash flow,
sales proceeds and refinancing proceeds from the development,
financing or disposition of the Project.
In addition, on May 20, 1996, the Company and Belz Investco
entered into a letter agreement regarding the development of the
remaining approximately 78 acres of the Company's Orlando,
Florida property (the "Phase II Property"), such property to be
valued at $8,487,000 for capital account purposes. Pursuant to
this letter agreement, the parties agreed to form a new
partnership (the "Number 2 Partnership") to develop 22.5 acres of
the Phase II Property as commercial property and 55.5 acres of
the Phase II Property as multi-family residential property. Each
of the Company, through a subsidiary, and Belz, or one of its
affiliates, will be 50% owners of the Number 2 Partnership.
For further information concerning these transactions, reference
is made to the Proxy Statement.
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Item 6. Exhibits and Reports on Form 8K
- ---- -- -------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b) Report on Form 8-K
The Company did not file any Current Reports on Form 8-K during
the quarter ended September 30, 1996.
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)
Date: November 8, 1996
NYFS07...:\55\69555\0001\1708\FRMN066N.58C
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EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 4,771,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,076,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 9,879,000
<TOTAL-LIABILITY-AND-EQUITY> 11,076,000
<SALES> 0
<TOTAL-REVENUES> 2,212,000
<CGS> 1,150,000
<TOTAL-COSTS> 1,260,000
<OTHER-EXPENSES> 327,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (119,000)
<INCOME-PRETAX> 744,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 744,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 744,000
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
