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 June 30, 1997
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
Incorporation or Organization) Identification No.)
400 Madison Avenue
Suite 1508
New York, New York 10017
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 759-3695
- --------------------------------------------------------------------------------
(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 July 28, 1997.
NYFS07...:\55\69555\0001\1708\FRM7257B.140
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PART I. - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
1997 1996
------------ -----------
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $4,562,000 $4,615,000
RECEIVABLES FROM REAL ESTATE PARTNERSHIPS 330,000 198,000
INVESTMENTS IN REAL ESTATE 5,756,000 5,756,000
OTHER ASSETS, NET 233,000 315,000
------------ -----------
TOTAL ASSETS $10,881,000 $10,884,000
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $151,000 $100,000
ACCRUED INCOME AND OTHER TAXES 306,000 308,000
OTHER LIABILITIES 128,000 128,000
------------ -----------
TOTAL LIABILITIES 585,000 536,000
------------ -----------
STOCKHOLDERS' EQUITY:
COMMON STOCK, $.10 PAR VALUE
(20,000,00 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 (33,757,000) (33,705.000)
TREASURY STOCK (1,080,000 SHARES) (9,990,000) (9,990,000)
------------ -----------
TOTAL STOCKHOLDERS' EQUITY 10,296,000 10,348,000
------------ -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $10,881,00 $10,884,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
2
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THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
1997 1996
---- ----
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $32,000 $35,000
--------- ---------
TOTAL REAL ESTATE REVENUES $32,000 35,000
--------- ---------
EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 0 109,000
--------- ---------
TOTAL REAL ESTATE EXPENSES 0 109,000
--------- ---------
INCOME (LOSS) FROM REAL ESTATE OPERATIONS 32,000 (74,000)
GENERAL AND ADMINISTRATIVE EXPENSES 209,000 231,000
INTEREST INCOME, NET (125,000) (74,000)
--------- ---------
LOSS FROM BEFORE INCOME TAXES (52,000) (231,000)
INCOME TAXES 0 0
--------- ---------
NET LOSS $52,000 ($231,000)
========= =========
LOSS PER SHARE ($0.01) ($0.05)
========= =========
NUMBER OF SHARES 5,107,401 5,107,401
========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
3
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THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
1997 1996
---- ----
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $16,000 $17,000
--------- ---------
TOTAL REAL ESTATE REVENUES 16,000 17,000
--------- ---------
EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 0 37,000
--------- ---------
TOTAL REAL ESTATE EXPENSES 0 37,000
--------- ---------
INCOME (LOSS) FROM REAL ESTATE OPERATIONS 16,000 (20,000)
GENERAL AND ADMINISTRATIVE EXPENSES 119,000 127,000
INTEREST INCOME, NET (61,000) (36,000)
--------- ---------
LOSS FROM BEFORE INCOME TAXES (42,000) (111,000)
INCOME TAXES 0 0
--------- ---------
NET LOSS ($42,000) ($111,000)
========= =========
LOSS PER SHARE ($0.01) ($0.02)
========= =========
NUMBER OF SHARES 5,107,401 5,107,401
========= =========
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, 1997 AND 1996
(UNAUDITED)
1997 1996
---- ----
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: ($52,000) ($231,000)
NET LOSS
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 2,000 7,000
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES FROM REAL
ESTATE PARTNERSHIPS (132,000) (84,000)
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 49,000 133,000
INCREASE IN DEPOSIT LIABILITY 0 90,000
OTHER, NET (22,000) (87,000)
----------- -----------
NET CASH FLOWS (USED IN) OPERATING ACTIVITIES (155,000) (172,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF REAL ESTATE 102,000 0
----------- -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES 102,000 0
----------- -----------
DECREASE IN CASH AND CASH EQUIVALENTS (53,000) (172,000)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 4,615,000 3,020,000
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $4,562.000 $2,848,000
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
5
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THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997 and 1996
(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,
1996.
The net loss applicable to common stock for the six month and three month
periods ended June 30, 1997 and 1996 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 a Federal taxable loss for the year
ended December 31, 1997, and therefore it expects that no federal income
taxes will be payable for such year. For the full year 1996, available net
operating loss carry-forwards were in excess of Federal taxable income.
Accordingly, for the six month and three month periods ended June 30, 1996,
the Federal income tax provision has been eliminated through the utilization
of such loss carry-forwards.
6
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3. STATEMENTS OF CASH FLOWS
There were no interest payments during the six months ended June 30, 1997
and 1996.
There were no income tax payments during the six month ended June 30, 1997
and 1996.
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 June 30, 1997 the Company had no material commitments for capital
expenditures.
(2) Material Changes in Results of Operations
-----------------------------------------
Total real estate revenues for the six months ended June 30, 1997 were
$32,000 versus $35,000 for the comparable period in 1996, which included $3,000
of interest income from mortgage loans, which were subsequently collected in the
fourth quarter 1996.
There were no property carrying costs incurred in 1997 versus $109,000
for the first six months of 1996. Such decrease results from the Partnership
Agreement with Belz Enterprises, wherein certain expenditures of the related
property are paid by the Company, but are charged to the Partnership. During the
six months ended June 30, 1997 there were $132,000 of such expenditures charged
to the Partnership.
General and administrative expenses decreased by $22,000 or 9.5% from
amounts reported in the first six months of 1996. The decrease was primarily in
professional costs.
Interest income for the six months ended June 30, 1997 was $125,000
versus $74,000 for the comparable period in 1996. The increase relates to a
higher level of cash equivalents resulting from the sale in August 1996 of
certain real estate property.
7
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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, 1997.
(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 show the results of the voting
taken at the meeting:
Nominee Votes For Votes Withheld
- ------- --------- --------------
Martin J. Rabinowitz 4,527,577 209,526
Jules Ross 4,530,177 206,926
Ronald D. Rothberg 4,530,377 206,726
Moses Rothman 4,530,217 206,886
John Sladkus 4,530,277 206,826
There were no abstention or broker non-votes with respect to any of the
directors.
4,700,317 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, 1997, with 16,944 shares voted
against, 19,842 shares abstained and there were no broker non- votes.
8
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ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit No. Description
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 June 30, 1997.
9
<PAGE>
SIGNATURES
Pursuant to the requirement 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: July 28, 1997
10
<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>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 4,562,000
<SECURITIES> 0
<RECEIVABLES> 330,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,881,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 9,677,000
<TOTAL-LIABILITY-AND-EQUITY> 10,881,000
<SALES> 0
<TOTAL-REVENUES> 32,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 209,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (125,000)
<INCOME-PRETAX> (52,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (52,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52,000)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
