================================================================================
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 March 31, 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 Identification No.)
Incorporation or Organization)
400 MADISON AVENUE
SUITE 1508
NEW YORK, NEW YORK 10017
(212) 759-3695
- --------------------------------------------------------------------------------
(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 May 1, 1997.
================================================================================
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $4,678,000 $4,615,000
RECEIVABLES FROM REAL ESTATE PARTNERSHIPS 257,000 198,000
INVESTMENTS IN REAL ESTATE 5,756,000 5,756,000
OTHER ASSETS, NET 255,000 315,000
-------------- --------------
TOTAL ASSETS $10,946,000 $10,884,000
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $174,000 $100,000
ACCRUED INCOME AND OTHER TAXES 306,000 308,000
OTHER LIABILITIES 128,000 128,000
-------------- --------------
TOTAL LIABILITIES 608,000 536,000
-------------- --------------
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 (33,715,000) (33,705,000)
TREASURY STOCK (1,080,000 SHARES) (9,990,000) (9,990,000)
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY 10,338,000 10,348,000
-------------- --------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $10,948,000 $10,884,000
============== ==============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
2
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND
1996 (UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS:
RENTAL AND MORTGAGE INCOME $16,000 $18,000
------------ -----------------
TOTAL REAL ESTATE REVENUES 16,000 18,000
------------ -----------------
EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 0 72,000
------------ -----------------
TOTAL REAL ESTATE EXPENSES 0 72,000
------------ -----------------
INCOME (LOSS) FROM REAL ESTATE OPERATIONS 16,000 (54,000)
------------ -----------------
GENERAL AND ADMINISTRATIVE EXPENSES 90,000 104,000
INTEREST INCOME, NET (64,000) (38,000)
------------ -----------------
LOSS BEFORE INCOME TAXES (10,000) (120,000)
INCOME TAXES 0 0
------------ -----------------
NET LOSS ($10,000) ($120,000)
============ =================
LOSS PER SHARE ($0.00) ($0.02)
============ =================
NUMBER OF SHARES 5,107,401 5,107,401
============ =================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
3
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND
1996 (UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS ($10,000) ($120,000)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 1,000 3,000
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES FROM REAL
ESTATE PARTNERSHIPS (59,000) 0
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 72,000 45,000
OTHER, NET (43,000) (85,000)
-------------- --------------
NET CASH FLOWS (USED IN) OPERATING ACTIVITIES (39,000) (157,000)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF REAL ESTATE 102,000 0
-------------- --------------
NET CASH FLOWS PROVIDED BY INVESTING
ACTIVITIES 102,000 0
-------------- --------------
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 4,615,000 3,020,000
-------------- --------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $4,678,000 $2,863,000
============== ==============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
4
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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 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 three months ended March
31, 1997 and 1996 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 Federal taxable loss for the
year ended December 31, 1997 and therefore it expects that no Federal
income taxes will be payable for the year ending December 31, 1997. For
the full year 1996, net operating loss carryforwards were in excess of
Federal taxable income. Accordingly, for the three month period ended
March 31, 1996 the Federal income tax provision has been eliminated
through the utilization of such loss carryforwards.
3. STATEMENTS OF CASH FLOWS
There were no interest payments for the three months ended March 31,
1997 and 1996.
5
<PAGE>
There were no income tax payments during the three months ended March
31, 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 March 31, 1997 the Company had no material commitments for
capital expenditures.
(2) Material Changes in Results of Operations
Total real estate revenues for the three months ended March 31,
1997 were $16,000 versus $18,000 for the comparable period in 1996.
There were no property carrying costs incurred in 1997 versus
$72,000 incurred during the first three 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 three months ended March 31, 1997 there were $59,000
of such expenditures charged to the Partnership.
General and administrative expenses were $14,000 or 13% lower
than the first quarter of 1996. The decrease is due to lower professional fees.
Interest income for the three months ended March 31, 1997 was
$64,000, versus $38,000 for the comparable period in 1996. The increase relates
to a higher level of cash equivalents resulting from the sale in August 1996, of
real estate property.
6
<PAGE>
Part II. Other Information
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 March 31, 1997.
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 8, 1997
7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------
27 Financial Data Schedule
8
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 4,678,000
<SECURITIES> 0
<RECEIVABLES> 257,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,946,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 9,719,000
<TOTAL-LIABILITY-AND-EQUITY> 10,946,000
<SALES> 0
<TOTAL-REVENUES> 16,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 90,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (64,000)
<INCOME-PRETAX> (10,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
