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 September 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 November 8, 1999.
NY2:\845767\03\$4LJ03!.DOC\69555.0001
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $4,417,000 $4,683,000
RECEIVABLES FROM REAL ESTATE PARTNERSHIP 1,085,000 706,000
INVESTMENT IN REAL ESTATE PARTNERSHIP 3,471,000 0
INVESTMENTS IN REAL ESTATE 2,285,000 5,756,000
OTHER ASSETS 209,000 200,000
---------------- ----------------
TOTAL ASSETS $11,467,000 $11,345,000
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $351,000 $18,000
ACCRUED INCOME AND OTHER TAXES 280,000 293,000
OTHER LIABILITIES 122,000 122,000
---------------- ----------------
TOTAL LIABILITIES 753,000 433,000
---------------- ----------------
STOCKHOLDERS' EQUITY
COMMON STOCK, $.10 PAR VALUE
(20,000,000 SHARES AUTHORIZED;
5,107,401 SHARES ISSUED AND OUTSTANDING
AT SEPTEMBER 30, 1999 AND DECEMBER 31, 1998) 511,000 511,000
CAPITAL IN EXCESS OF PAR VALUE 43,542,000 43,542,000
ACCUMULATED DEFICIT (33,339,000) (33,141,000)
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 10,714,000 10,912,000
---------------- ----------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $11,467,000 $11,345,000
================ ================
</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, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS $ 16,000 $16,000
------------ -------------
GENERAL AND ADMINISTRATIVE EXPENSES (123,000) (127,000)
INTEREST INCOME 60,000 67,000
------------ -------------
(63,000) (60,000)
------------ -------------
LOSS BEFORE INCOME TAXES (47,000) (44,000)
INCOME TAXES 0 0
------------ -------------
NET LOSS ($47,000) ($44,000)
============ =============
LOSS PER SHARE ($0.01) ($0.01)
============ =============
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 OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS $ 48,000 $ 48,000
------------ -------------
GENERAL AND ADMINISTRATIVE EXPENSES (417,000) (435,000)
INTEREST INCOME 171,000 209,000
------------ -------------
(246,000) (226,000)
------------ -------------
LOSS BEFORE INCOME TAXES (198,000) (178,000)
INCOME TAXES 0 0
------------ -------------
NET LOSS ($198,000) ($178,000)
============ =============
LOSS PER SHARE ($0.04) ($0.03)
============ =============
NUMBER OF SHARES 5,107,401 5,107,401
============ =============
</TABLE>
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, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
NET LOSS ($198,000) ($178,000)
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 (379,000) (192,000)
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 320,000 161,000
OTHER, NET (9,000) (14,000)
---------------- ----------------
NET CASH USED IN OPERATING ACTIVITIES (266,000) (221,000)
---------------- ----------------
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 4,683,000 5,156,000
---------------- ----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $4,417,000 $4,935,000
================ ================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
5
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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 3l, 1998.
The net loss applicable to common stock for the nine month and three
month periods ended September 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 AND INVESTMENTS IN REAL ESTATE
In September 1999, the Company's real estate partnership closed $40
million of construction financing and simultaneously the Company
deeded 140 acres of its Orlando, Florida acreage with a basis of
$3.471 million to the partnership. The Company also pledged its
remaining contiguous 75 acres as additional collateral to secure the
construction loan.
In September 1999, the partnership revised the formulae for
determining preferential returns due the Company for its 140 acre
land contribution. Effective September 1999 and through March 2000,
such returns will approximate $20,000 monthly; thereafter, the
returns will approximate $45,000 monthly and will remain at that
level unless and until the partnership borrows approximately an
additional $70 million of construction financing at which time the
returns will approximate $110,000 monthly.
In August 1999, the Company contracted to sell its 99 year, with 73
years remaining, Dade County, Florida leasehold property to its
lessee for approximately $800,000, which represents the net present
value of all future rentals discounted at 8%. The carrying value of
the leasehold property is $425,000, and the revenue from such
property represents all of the Company's rental income in 1998 and
1999. The transaction closed in November 1999.
6
<PAGE>
3. INCOME TAXES
The Company anticipates it will generate Federal taxable income for
the year ending December 31, 1999, given the sale of the leasehold
property discussed in Note 2. However, the Company has net operating
loss carryforwards in excess of the anticipated taxable income, 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.
According1y, no Federal income tax provisions have been made for the
nine month and three month periods ended September 30, 1999 and 1998.
4. STATEMENTS OF CASH FLOWS
There were no interest payments for the nine months ended September
30, 1999 and 1998.
There were no income tax payments during the nine months ended
September 30, 1999 and 1998.
7
<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 September 30, 1999 the Company had no commitments for
capital expenditures.
(2) Material Changes in Results of Operations
Rental income was $48,000 in each of the nine month periods
ended September 30, 1999 and 1998.
General and administrative expenses were $417,000 in the
first nine months of 1999 versus $435,000 for the comparable period
in 1998. The nine months of 1998 included one time costs related to
listing on the American Stock Exchange.
Interest income for the nine months ended September 30,
1999 was $171,000, which was $38,000 lower than the amount for the
comparable prior year period. The decrease results from the
Company's maintaining lower cash investment balances and receiving
lower yields on invested funds.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
8
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a)
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, 1999.
9
<PAGE>
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 9, 1999
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 INCLUDED IN 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,417,000
<SECURITIES> 0
<RECEIVABLES> 1,085,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,467,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 511,000
<OTHER-SE> 10,203,000
<TOTAL-LIABILITY-AND-EQUITY> 11,467,000
<SALES> 0
<TOTAL-REVENUES> 48,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 417,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (171,000)
<INCOME-PRETAX> (198,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (198,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (198,000)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
