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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 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
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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 No.)
incorporation or organization)
400 MADISON AVENUE
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
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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 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, par value $.10 per share, as of August 9, 1996.
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
1996 1995
---- ----
ASSETS: (UNAUDITED)
Cash and Cash equivalents $ 2,848,000 $ 3,020,000
Receivables from real estate investments 84,000 0
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 142,000 62,000
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Total assets $ 10,195,000 $ 10,203,000
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses $ 216,000 $ 83,000
Deposit liability 90,000 0
Accrued income and other taxes 238,000 238,000
Other liabilities 128,000 128,000
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Total liabilities 672,000 449,000
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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 (34,530,000) (34,299,000)
Treasury stock (1,080,000 shares) (9,990,000) (9,990,000)
Total stockholders' equity 9,523,000 9,754,000
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Total liabilities and stockholders'
equity $ 10,195,000 $ 10,203,000
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The accompanying notes are an integral part of these balance sheets.
2
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
1996 1995
---- ----
REVENUES FROM REAL ESTATE OPERATIONS:
Rental and mortgage income $ 35,000 $ 37,000
Sales of real estate 0 4,000
-------------- -------------
Total real estate revenues 35,000 41,000
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EXPENSES OF REAL ESTATE OPERATIONS:
Property carrying costs including
real estate taxes 109,000 144,000
Cost of real estate sales 0 0
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Total real estate expenses 109,000 144,000
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Loss from real estate operations (74,000) (103,000)
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General and administrative expenses 231,000 238,000
Interest income, net (74,000) (2,000)
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Loss from continuing operations
before income taxes (231,000) (339,000)
Income taxes 0 0
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Loss from continuing operations (231,000) (339,000)
Loss of discontinued operation
(net of state income tax expense of
$56,000 in 1995) 0 (43,000)
Loss on sale of discontinued operation 0 (1,249,000)
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Net loss ($ 231,000) ($1,631,000)
============== =============
LOSS PER SHARE FROM:
Continuing operations ($0.05) ($0.07)
Discontinued operation 0.00 ( 0.25)
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Loss per share ($0.05) ($0.32)
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Number of shares 5,107,401 5,107,401
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The accompanying notes are an integral part of these statements.
3
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
1996 1995
---- ----
REVENUES FROM REAL ESTATE OPERATIONS:
Rental and mortgage income $ 17,000 $ 19,000
Sales of real estate 0 2,000
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Total real estate revenues 17,000 21,000
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EXPENSES OF REAL ESTATE OPERATIONS:
Property carrying costs including
Real estate taxes 37,000 81,000
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Total real estate expenses 37,000 81,000
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Loss from real estate operations (20,000) (60,000)
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General and administrative expenses 127,000 133,000
Interest (income), net (36,000) (10,000)
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Loss from continuing operations
before income taxes (111,000) (183,000)
Income taxes 0 0
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Loss from continuing operations (111,000) (183,000)
Income of discontinued operation
(net of state income tax expense
of $21,000 in 1995) 0 2,000
Loss on sale of discontinued operation 0 (1,249,000)
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Net loss ($ 111,000) ($1,430,000)
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Loss per share from:
Continuing operations ($ 0.02) ($ 0.04)
Discontinued operation 0.00 (0.24)
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Total loss per share ($ 0.02) ($ 0.28)
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Number of shares 5,107,401 5,107,401
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The accompanying notes are an integral part of these statements.
4
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
1996 1995
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CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Net loss ($ 231,000) ($1,631,000)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities:
Loss relating to discontinued
operations 0 1,292,000
Depreciation and amortization 7,000 3,000
Changes in assets and liabilities,
exclusive of discontinued operations:
Increase in receivables from
real estate investments (84,000) 0
Increase in accounts payable
and accrued expenses 133,000 130,000
Increase in deposit liability 90,000 0
Other, net (87,000) 9,000
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Net cash flows provided by (used in)
operating activities: (172,000) (197,000)
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CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES:
Proceeds from sale of subsidiary, net
of subsidiary cash of $239,000 0 3,561,000
Collections of mortgage loans 0 31,000
Proceeds from sale of other investment 0 19,000
additions to property, plant
and equipment 0 (7,000)
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Net cash flows provided by (used in)
investing activities 0 3,604,000
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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)
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(Decrease) increase in cash and
cash equivalents (172,000) 2,957,000
Cash and cash equivalents -
beginning of period 3,020,000 369,000
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Cash and cash equivalents -
end of period $ 2,848,000 $ 3,326,000
=========== ===========
The accompanying notes are an integral part of these statements.
5
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 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 loss applicable to common stock from continuing operations and
from discontinued operations for the six month and three month periods
ended June 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 that based on the current status of the proposed
sale of its Dade County property, 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 the year ending December 31, 1996. 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 six month and three month periods ended June 30, 1995
were reported.
3. STATEMENTS OF CASH FLOWS
There were no interest payments from continuing operations during the six
months ended June 30, 1996. During the six months ended June 30, 1995,
interest payments from continuing operations were $5,000.
There were no income tax payments from continuing operations, during the
six months ended June 30, 1996 and 1995.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-----------------------------------
(1) Material changes in financial condition
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The Company anticipates that its current cash balance will be
sufficient to fund its requirements for the foreseeable future.
At June 30, 1996 the Company had no material commitments for capital
expenditures.
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.
In connection with the aforementioned contract, during the three
months ended June 30, 1996 the Company received a $90,000 deposit from the
buyer.
(2) Material changes in results of operations
--- -----------------------------------------
Total real estate revenues for the six months ended June 30, 1996
were $35,000 versus $41,000 for the comparable period in 1995, which included
proceeds form the sale of real estate of $4,000.
Property carrying costs for the first six months of 1996 were
$35,000 or 24.3% lower than the amount incurred for 1995. The decrease is due to
the agreement with Belz Enterprises (see Part II. OTHER INFORMATION), wherein
certain expenditures of the related property are charged to the Partnership, and
not directly incurred by the Company. During the six months ended June 30, 1996
there were $84,000 of such expenditures charged to the Partnership.
General and administrative expenses decreased by $7,000 or 2.9% from
amounts reported in the first six months of 1995. The decrease was primarily due
to a decrease in professional costs.
7
<PAGE>
Part II. OTHER INFORMATION
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Item 5. Other Information
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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 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.
The consummation of these transactions is subject to approval of the
Company's stockholders at its 1996 Annual Meeting. For further information
concerning these transactions, reference is made to the Company's Proxy
Statement for such meeting dated August 5, 1996.
8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
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(a) -Exhibits
*2.1 - Agreement of Limited Partnership of BT Orlando Limited
Partnership, dated May 20, 1996, among BEF, Inc.,
Brennand-Paige Industries, Inc., BT Partnership and EST
Orlando, Ltd.
*2.2 - Number 2 Partnership Letter Agreement, dated
May 20, 1996, between Thackeray Corporation and Belz
Investco L.P.
27 - Financial Data Schedule
(b) -Reports on Form 8-K
The Company filed a Current Report on Form 8-K, dated May 7, 1996,
relating to the Belz transactions referred to in Item 5 hereof.
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* Incorporated by reference to the Company's Proxy Statement,
dated August 5, 1996.
9
<PAGE>
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: August 9, 1996
10
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
*2.1 - Agreement of Limited Partnership of BT Orlando Limited
Partnership, dated May 20, 1996, among BEF, Inc.,
Brennand-Paige Industries, Inc., BT Partnership and EST
Orlando, Ltd.
*2.2 - Number 2 Partnership Letter Agreement, dated May 20, 1996,
between Thackeray Corporation and Belz Investco L.P.
27 - Financial Data Schedule
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* Incorporated by reference to the Company's Proxy Statement,
dated August 5, 1996.
11
<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-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 2,848,000
<SECURITIES> 0
<RECEIVABLES> 84,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,195,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 8,904,000
<TOTAL-LIABILITY-AND-EQUITY> 10,195,000
<SALES> 0
<TOTAL-REVENUES> 35,000
<CGS> 0
<TOTAL-COSTS> 109,000
<OTHER-EXPENSES> 231,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (74,000)
<INCOME-PRETAX> (231,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (231,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (231,000)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
