FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 30, 1998
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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
THACKERAY CORPORATION
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(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 309
New York, New York 10017
- ---------------------------------------- ----------
(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, $.10 par value, as of November 5, 1998.
NYFS07...:\55\69555\0001\1708\FRMN058J.470
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
1998 1997
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<S> <C> <C>
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $ 4,935,000 $ 5,156,000
RECEIVABLES FROM REAL ESTATE PARTNERSHIP 648,000 456,000
INVESTMENTS IN REAL ESTATE 5,756,000 5,756,000
OTHER ASSETS 208,000 196,000
-------------- -------------
TOTAL ASSETS $ 11,547,000 $ 11,564,000
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 210,000 $ 31,000
ACCRUED INCOME AND OTHER TAXES 294,000 306,000
OTHER LIABILITIES 122,000 128,000
-------------- -------------
TOTAL LIABILITIES 626,000 465,000
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STOCKHOLDERS' EQUITY: (SEE NOTE 3)
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 (33,132,000) (32,954,000)
TREASURY STOCK (1,080,000 SHARES IN 1997) 0 (9,990,000)
-------------- -------------
TOTAL STOCKHOLDERS' EQUITY 10,921,000 11,099,000
-------------- -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 11,547,000 $ 11,564,000
============== =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
2
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
REVENUES FROM REAL ESTATE OPERATIONS $ 16,000 $ 16,000
----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES (127,000) (86,000)
INTEREST INCOME 67,000 67,000
GAIN ON SALE OF INVESTMENT 0 873,000
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(60,000) 854,000
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(LOSS) INCOME BEFORE INCOME TAXES (44,000) 870,000
INCOME TAXES 0 15,000
----------- -----------
NET (LOSS) INCOME ($ 44,000) $855,000
=========== ===========
(LOSS) INCOME PER SHARE ($ 0.01) $ 0.17
=========== ===========
NUMBER OF SHARES 5,107,401 5,107,401
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
3
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
REVENUES FROM REAL ESTATE OPERATIONS $ 48,000 $ 48,000
------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES (435,000) (295,000)
INTEREST INCOME 209,000 192,000
GAIN ON SALE OF INVESTMENT 0 873,000
------------ ------------
(226,000) 770,000
------------ ------------
(LOSS) INCOME BEFORE INCOME TAXES (178,000) 818,000
INCOME TAXES 0 15,000
------------ ------------
NET (LOSS) INCOME (178,000) $ 803,000
============ ============
(LOSS) INCOME PER SHARE ($ 0.03) $ 0.16
============ ============
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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES:
NET (LOSS) INCOME ($ 178,000) $ 803,000
ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO
NET CASH (USED IN) FROM OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 2,000 4,000
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES FROM REAL
ESTATE PARTNERSHIP (192,000) (255,000)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 161,000 (71,000)
OTHER, NET (14,000) 10,000
------------ -----------
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES (221,000) 491,000
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF REAL ESTATE 0 102,000
PROCEEDS FROM SALE OF INVESTMENT 0 887,000
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NET CASH FLOWS FROM INVESTING ACTIVITIES 0 989,000
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(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (221,000) 1,480,000
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 5,156,000 4,615,000
------------ -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $4,935,000 $6,095,000
============ ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
5
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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) income applicable to common stock for the nine months and
three months ended September 30, 1998 and 1997 were divided by the number
of shares outstanding during the period to determine per share data.
2. INVESTMENTS IN REAL ESTATE PARTNERSHIP
The Company's real estate partnership originally was to terminate in the
event construction financing was not obtained by May 20, 1998; the date
was extended in May to December 31, 1998.
3. 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.
4. INCOME TAXES
The Company anticipates it will generate a Federal taxable loss for the
year ending December 31, 1998, and therefore it expects that no Federal
income taxes will be payable for the year ending December 31, 1998. For
the year ended December 31, 1997, the Company's Federal taxable income was
eliminated through the utilization of Federal income tax net operating
loss carryforwards. Accordingly, no Federal income tax provisions have
been made for the nine month and three month periods ended September 30,
1998 and 1997.
5. STATEMENTS OF CASH FLOWS
There were no interest payments for the nine months ended September 30,
1998 and 1997.
6
<PAGE>
There were state income tax payments during the nine months ended
September 30, 1998 totaling $10,000. During the nine months ended
September 30, 1997, there were Federal, state and local income tax
payments aggregating $13,000.
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 September 30, 1998 the Company had no material commitments for
capital expenditures.
(2) Material Changes in Results of Operations
Total real estate revenues were $48,000 in each of the nine-month
periods ended September 30, 1998 and 1997.
General and administrative expenses were $435,000 for the nine
months ended September 30, 1998, versus $295,000 for the comparable period
in 1997. The increase is due to professional fees and application costs
aggregating $53,000 relating to the Company's listing on the American
Stock Exchange in the second quarter of 1998. Increased employee
compensation costs also were incurred during the period.
Interest income for the nine months ended September 30, 1998 was
$209,000, which was $17,000 higher than the amount for the comparable
period in 1997. The increase results from the Company's maintaining higher
cash investment balances.
In August 1997, the Company sold its remaining investment in a
privately owned company. The Company realized a gain on the sale of
$873,000.
7
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(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 September 30, 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: November 5, 1998
8
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 4,935,000
<SECURITIES> 0
<RECEIVABLES> 648,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,547,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 511,000
<OTHER-SE> 10,410,000
<TOTAL-LIABILITY-AND-EQUITY> 11,547,000
<SALES> 0
<TOTAL-REVENUES> 48,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 435,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (209,000)
<INCOME-PRETAX> (178,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (178,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (178,000)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
