THACKERAY CORP
10-Q, 1999-08-05
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20459

                                    FORM 10-Q



        /X/     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                    For quarterly period ended June 30, 1999
                                       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 Ave.
                  Suite 309
                  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 August 5, 1999.


#788352 v2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998

                                                       1999            1998
                                                       ----            ----
ASSETS:                                             (UNAUDITED)

  CASH AND CASH EQUIVALENTS                         $4,479,000      $4,683,000
  RECEIVABLE FROM REAL ESTATE PARTNERSHIP              838,000         706,000
  INVESTMENTS IN REAL ESTATE                         5,756,000       5,756,000
  OTHER ASSETS                                         223,000         200,000
                                                   -----------     -----------

TOTAL ASSETS                                       $11,296,000     $11,345,000
                                                   ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
  ACCOUNTS PAYABLE AND ACCRUED EXPENSES               $128,000         $18,000
  ACCRUED INCOME AND OTHER TAXES                       285,000         293,000
  OTHER LIABILITIES                                    122,000         122,000
                                                   -----------     -----------

TOTAL LIABILITIES                                      535,000         433,000
                                                   -----------     -----------

STOCKHOLDERS' EQUITY:
  COMMON STOCK, $.10 PAR VALUE
    (20,000,000 SHARES AUTHORIZED;
    5,107,401 SHARES ISSUED AND OUTSTANDING
    AT JUNE 30, 1999 AND DECEMBER 31, 1998)            511,000         511,000
  CAPITAL IN EXCESS OF PAR VALUE                    43,542,000      43,542,000
  ACCUMULATED DEFICIT                              (33,292,000)    (33,141,000)
                                                   -----------     -----------

TOTAL STOCKHOLDERS' EQUITY                          10,761,000      10,912,000
                                                   -----------     -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY           $11,296,000     $11,345,000
                                                   ===========     ===========






      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, 1999 AND 1998
         (UNAUDITED)

                                                    1999             1998
                                                     --               --
REVENUES FROM REAL ESTATE OPERATIONS              $16,000          $16,000
                                                ---------        ---------
GENERAL AND ADMINISTRATIVE EXPENSES              (162,000)        (194,000)
INTEREST INCOME                                    52,000           67,000
                                                ---------        ---------
                                                 (110,000)        (127,000)
                                                ---------        ---------
LOSS BEFORE INCOME TAXES                          (94,000)        (111,000)

INCOME TAXES                                            0                0
                                                ---------        ---------
NET LOSS                                          (94,000)        (111,000)
                                                =========        =========
LOSS PER SHARE                                     ($0.02)          ($0.02)
                                                =========        =========


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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998
         (UNAUDITED)

                                             1999             1998
                                               --                --
REVENUES FROM REAL ESTATE OPERATIONS         $32,000           $32,000
                                           ---------         ---------
GENERAL AND ADMINISTRATIVE EXPENSES         (294,000)         (308,000)
INTEREST INCOME                              111,000           142,000
                                           ---------         ---------
                                            (183,000)         (166,000)
                                           ---------         ---------
LOSS BEFORE INCOME TAXES                    (151,000)         (134,000)

INCOME TAXES                                       0                 0
                                           ---------         ---------
NET LOSS                                    (151,000)         (134,000)
                                           =========         =========


LOSS PER SHARE                                ($0.03)           ($0.03)
                                           =========         =========


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, 1999 AND 1998
         (UNAUDITED)

                                                    1999              1998
                                                     --                --
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET LOSS                                        ($151,000)        ($134,000)
  ADJUSTMENTS TO RECONCILE NET LOSS TO
    NET CASH USED IN OPERATING ACTIVITIES:
      DEPRECIATION                                        0             2,000
    CHANGES IN ASSETS AND LIABILITIES:
      INCREASE IN RECEIVABLE FROM REAL
        ESTATE PARTNERSHIP                         (132,000)         (130,000)
      INCREASE IN ACCOUNTS PAYABLE AND
        ACCRUED LIABILITIES                         102,000            72,000
      OTHER, NET                                    (23,000)          (26,000)
                                                  ---------          --------

NET CASH USED IN OPERATING ACTIVITIES              (204,000)         (216,000)
                                                  ---------          --------

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   4,683,000         5,156,000
                                                  ---------          --------

CASH AND CASH EQUIVALENTS - END OF
  PERIOD                                         $4,479,000        $4,940,000
                                                 ==========        ==========




        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.




                                       5
<PAGE>


                     THACKERAY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             June 30, 1999 and 1998

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, 1998.

         The net loss  applicable  to  common  stock for the six month and three
         month periods ended June 30, 1999 and 1998 was 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  was to terminate in the event
         construction  financing was not obtained by June 30, 1999; the date was
         extended in June 1999 to October 31, 1999.

3.       INCOME TAXES

         The Company anticipates it will generate a Federal taxable loss for the
         year ending December 31, 1999, and therefore it expects that no Federal
         income taxes will be payable for the year ending  December 31, 1999. In
         addition,  the Company  generated a net Federal income tax loss for the
         year ended  December  31,  1998.  Accordingly,  no  Federal  income tax
         provisions  have been made for the six  month and three  month  periods
         ended June 30, 1999 and 1998.

4.       STATEMENTS OF CASH FLOWS

         There were no interest  payments for the six months ended June 30, 1999
and 1998.

         There were no income tax payments  during the six months ended June 30,
1999 and 1998.


                                       6
<PAGE>


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  and  cash
         equivalent  balance will be sufficient to fund its requirements for the
         foreseeable future.

                  At June 30, 1999 the Company had no material  commitments  for
         capital expenditures.

(2)      Material Changes in Results of Operations
         ---------------------------------------

                  Total real  estate  revenues  were  $32,000 in each of the six
         month periods ended June 30, 1999 and 1998.

                  General and administrative expenses were $294,000 in the first
         half of 1999 versus  $308,000 for the  comparable  period in 1998.  The
         first half of 1998  included  one time costs  related to listing on the
         American Stock Exchange.

                  Interest  income  for the six months  ended June 30,  1999 was
         $111,000,  which was  $31,000  lower than the amount for the six months
         ended  June  30,  1998.   The  decrease   results  from  the  Company's
         maintaining  lower cash investment  balances and receiving lower yields
         on funds invested.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.



                                       7
<PAGE>


                           PART II. OTHER INFORMATION
                           --------------------------

Item 6.       Exhibits and Reports on Form 8-K
- -------       --------------------------------

          (a)

          27      Financial date 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, 1999.



                                   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 5, 1999



                                       8
<PAGE>




                                  EXHIBIT INDEX

Exhibit No.                  Description

27                           Financial Data Schedule






                                       9


<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN 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-31-1999
<PERIOD-END>                               JUN-30-1998
<CASH>                                       4,479,000
<SECURITIES>                                         0
<RECEIVABLES>                                  838,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              11,296,000
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       511,000
<OTHER-SE>                                  10,250,000
<TOTAL-LIABILITY-AND-EQUITY>                11,296,000
<SALES>                                              0
<TOTAL-REVENUES>                                32,000
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               294,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (111,000)
<INCOME-PRETAX>                              (151,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (151,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (151,000)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0



</TABLE>


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