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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 March 31, 1998
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 309
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)
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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, $.10 par value, as of May 6, 1998.
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
1998 1997
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ASSETS: (UNAUDITED)
<S> <C> <C>
CASH AND CASH EQUIVALENTS $5,064,000 $5,156,000
RECEIVABLES FROM REAL ESTATE PARTNERSHIP 520,000 456,000
INVESTMENTS IN REAL ESTATE 5,756,000 5,756,000
OTHER ASSETS, NET 231,000 196,000
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TOTAL ASSETS $11,571,000 $11,564,000
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LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 67,000 $ 31,000
ACCRUED INCOME AND OTHER TAXES 306,000 306,000
OTHER LIABILITIES 122,000 128,000
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TOTAL LIABILITIES 495,000 465,000
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STOCKHOLDERS' EQUITY: (SEE NOTE 2)
COMMON STOCK, $.10 PAR VALUE
(20,000,000 SHARES AUTHORIZED;
5,107,401 SHARES ISSUED AND OUTSTANDING IN
1998 AND 6,187,401 SHARES ISSUED IN 1997) 511,000 619,000
CAPITAL IN EXCESS OF PAR VALUE 43,542,000 53,424,000
ACCUMULATED DEFICIT (32,977,000) (32,954,000)
TREASURY STOCK (1,080,000 SHARES IN 1997) 0 (9,990,000)
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TOTAL STOCKHOLDERS' EQUITY 11,076,000 11,099,000
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $11,571,000 $11,564,000
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</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, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS $16,000 $16,000
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GENERAL AND ADMINISTRATIVE EXPENSES (114,000) (90,000)
INTEREST INCOME 75,000 64,000
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LOSS BEFORE INCOME TAXES (23,000) (10,000)
INCOME TAXES 0 0
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NET LOSS ($23,000) ($10,000)
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LOSS PER SHARE ($0.00) ($0.00)
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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, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
NET LOSS ($23,000) ($10,000)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED IN OPERATING ACTIVITIES:
DEPRECIATION 1,000 1,000
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES FROM REAL
ESTATE PARTNERSHIP (64,000) (59,000)
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 30,000 72,000
OTHER, NET (36,000) (43,000)
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NET CASH FLOWS USED IN OPERATING ACTIVITIES (92,000) (39,000)
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CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF REAL ESTATE 0 102,000
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NET CASH FLOWS FROM INVESTING ACTIVITIES 0 102,000
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CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 5,156,000 4,615,000
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CASH AND CASH EQUIVALENTS - END OF PERIOD $5,064,000 $4,678,000
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
4
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998 and 1997
(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, 1997.
The net loss applicable to common stock for the three months ended
March 31, 1998 and 1997 was divided by the number of shares outstanding
during the period to determine per share data.
2. TREASURY STOCK
In March 1998, the Company cancelled the 1,080,000 shares of its common
stock held in treasury, returning them to the status of authorized and
unissued shares of the Company. Accordingly, the Company has eliminated
its Treasury Stock in the amount of $9,990,000, and charged Common
Stock and Capital in Excess of Par Value for $108,000 and $9,882,000,
respectively.
3. INCOME TAXES
The Company anticipates it will generate a Federal taxable loss for the
year ended December 31, 1998 and therefore it expects that no Federal
income taxes will be payable for the year ending December 31, 1998. For
the full year 1997, net operating loss carryforwards were in excess of
Federal taxable income. Accordingly, no Federal income tax
5
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provisions have been made for the three month periods ended March 31,
1998 and 1997.
4. STATEMENTS OF CASH FLOWS
There were no interest payments for the three months ended March 31,
1998 and 1997.
There were no income tax payments during the three months ended March
31, 1998 and 1997.
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, 1998 the Company had no material commitments for
capital expenditures.
(2) Material Changes in Results of Operations
-----------------------------------------
General and administrative expenses were $114,000 in the first
quarter 1998 versus $90,000 for the comparable period in 1997. The increase is
due to higher employee compensation costs.
Interest income for the three months ended March 31, 1998 was
$75,000, which was $11,000 higher than the amount for the three months ended
March 31, 1997. The increase results from the Company's maintaining higher cash
investment balances.
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<PAGE>
Part II. OTHER INFORMATION
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Item 5. Other Information
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Effective April 20, 1998, the Company's Common Stock was
delisted from the New York Stock Exchange because of the Company's failure to
meet the continued listing requirements. As of that date, the Company's Common
Stock became listed on the American Stock Exchange.
Item 6. Exhibits and Reports on Form 8-K
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(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, 1998.
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, 1998
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EXHIBIT INDEX
Exhibit No. Description
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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-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 5,064,000
<SECURITIES> 0
<RECEIVABLES> 520,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,571,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 511,000
<OTHER-SE> 10,565,000
<TOTAL-LIABILITY-AND-EQUITY> 11,571,000
<SALES> 0
<TOTAL-REVENUES> 16,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 114,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (75,000)
<INCOME-PRETAX> (23,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
