FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20459
[X] QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended March 31, 1996
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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
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THACKERAY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2446697
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Madison Ave.
Suite 1508
New York, New York 10017
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(Address of principal executive offices) (Zip Code)
(212) 759-3695
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(Registrant's telephone number, including area code)
Unchanged
(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 May 1, 1996.
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
1996 1995
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<S> <C> <C>
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $ 2,863,000 $ 3,020,000
MORTGAGE LOANS 62,000 62,000
INVESTMENTS IN REAL ESTATE (NET OF
ALLOWANCE OF $713,000 IN 1996 AND 1995) 7,059,000 7,059,000
OTHER ASSETS 144,000 62,000
------------ ------------
TOTAL ASSETS $ 10,128,000 $ 10,203,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 128,000 $ 83,000
ACCRUED INCOME AND OTHER TAXES 238,000 238,000
OTHER LIABILITIES 128,000 128,000
------------ ------------
TOTAL LIABILITIES 494,000 449,000
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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 (34,419,000) (34,299,000)
TREASURY STOCK (1,080,000 SHARES) (9,990,000) (9,990,000)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 9,634,000 9,754,000
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,128,000 $ 10,203,000
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
2
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<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
1996 1995
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<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $ 18,000 $ 18,000
OTHER REVENUES 0 2,000
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TOTAL REAL ESTATE REVENUES 18,000 20,000
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EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 72,000 63,000
------------ ------------
TOTAL REAL ESTATE EXPENSES 72,000 63,000
------------ ------------
LOSS FROM REAL ESTATE OPERATIONS (54,000) (43,000)
------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES 104,000 105,000
INTEREST (INCOME) EXPENSE, NET (38,000) 8,000
------------ ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (120,000) (156,000)
INCOME TAXES 0 0
------------ ------------
LOSS FROM CONTINUING OPERATIONS (120,000) (156,000)
LOSS OF DISCONTINUED OPERATION (NET
OF STATE INCOME TAX EXPENSE OF $ 35,000
IN 1995) 0 (45,000)
------------ ------------
NET LOSS ($ 120,000) ($ 201,000)
============ ============
LOSS PER SHARE FROM:
CONTINUING OPERATIONS ($ 0.02) ($ 0.03)
DISCONTINUED OPERATION 0.00 (0.01)
------------ ------------
TOTAL LOSS PER SHARE ($ 0.02) ($ 0.04)
============ ============
NUMBER OF SHARES 5,107,401 5,107,401
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
3
<PAGE>
<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
1996 1995
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<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
NET LOSS ($120,000) ($201,000)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
LOSS RELATING TO DISCONTINUED OPERATIONS 0 45,000
DEPRECIATION AND AMORTIZATION 3,000 2,000
CHANGES IN ASSETS AND LIABILITIES, EXCLUSIVE OF
DISCONTINUED OPERATIONS
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 45,000 60,000
OTHER, NET (85,000) 12,000
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NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES (157,000) (82,000)
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CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
COLLECTIONS OF MORTGAGE LOANS 0 17,000
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT 0 (4,000)
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NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES 0 13,000
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DECREASE IN CASH AND CASH EQUIVALENTS (157,000) (69,000)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 3,020,000 130,000
-------------- --------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $2,863,000 $61,000
============== ==============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
4
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996 and 1995
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, 1995.
The net loss applicable to common stock for the three months ended March
31, 1996 and 1995 was divided by the number of shares outstanding during
the period to determine per share data.
2. INCOME TAXES
The Company anticipates it will generate a Federal taxable loss for the
year ending December 31, 1996, and therefore it expects that no Federal
income taxes will be payable for the year ending December 31, 1996. In
addition, for the year ended December 31, 1995, net operating loss
carryforwards were in excess of Federal taxable income. Accordingly,
Federal income tax provisions (credits) for the three month periods ended
March 31, 1996 and 1995, have been eliminated through the utilization of
such loss carryforwards in the accompanying Consolidated Statements of
Operations
3. STATEMENTS OF CASH FLOWS
There were no interest payments from continuing operations for the
three months ended March 31, 1996 and 1995.
The were no income tax payments from continuing operations, during the
three months ended March 31, 1996 and 1995.
5
<PAGE>
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 March 31, 1996 the Company had no material commitments for
capital expenditures.
In December 1995, the Company entered into a non-binding letter
of intent with a real estate developer regarding a joint venture
development of the Company's property in Orlando, Florida. Negotiations
are continuing concerning the terms of the proposed joint venture. If an
agreement is reached, it would be subject to the execution of definitive
agreements and approval of the Company's stockholders. There can be no
assurance as to whether a definitive agreement will be reached.
In March 1996, the Company entered into a contract for the sale
of its 90.9 acre Dade County, Florida property for $2.5 million. The
closing is contingent on the buyer's obtaining development approvals for
the intended use of the property. If such approvals are obtained, the
contract contemplates a fourth quarter 1996 closing. Such contract
amount is in excess of the carrying value of the property.
(2) Material Changes in Results of Operations
--- -----------------------------------------
Total real estate revenues for the three months ended March
31, 1996 were $18,000 versus $20,000 for the comparable period in 1995.
The 1995 period included proceeds from sales of real estate in the
amount of $2,000.
Property carrying costs for the first three months of 1996 were
$72,000 or 14.3% higher than the amount incurred for 1995. The increase
is due to higher professional fees relating to the properties.
General and administrative expenses were virtually level with
amounts reported in the first quarter of 1995.
Interest income for the three months ended March 31, 1996 was
$38,000, which results from investment of proceeds received from the sale
of the Company's operating subsidiary in May 1995.
6
<PAGE>
Part II. Other Information
--------------------------
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits
27 Financial data schedule
(b) Reports on Form 8-K
The Company did not file any Current Reports on form 8-K
during the quarter ended March 31, 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: May 1, 1996
7
<PAGE>
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 2,863,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,128,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 9,015,000
<TOTAL-LIABILITY-AND-EQUITY> 10,128,000
<SALES> 0
<TOTAL-REVENUES> 18,000
<CGS> 0
<TOTAL-COSTS> 72,000
<OTHER-EXPENSES> 104,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (38,000)
<INCOME-PRETAX> (120,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (120,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (120,000)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
