FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED MARCH 31, 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, $.10 par value, as of May 10, 1999.
NY2:\521666\01\B6$Q01!.DOC\69555.0001
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
ASSETS: (UNAUDITED)
<S> <C> <C>
CASH AND CASH EQUIVALENTS $ 4,626,000 $ 4,683,000
RECEIVABLES FROM REAL ESTATE PARTNERSHIP 771,000 706,000
INVESTMENTS IN REAL ESTATE 5,756,000 5,756,000
OTHER ASSETS 186,000 200,000
----------- -----------
TOTAL ASSETS $11,339,000 $11,345,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 76,000 $ 18,000
ACCRUED INCOME AND OTHER TAXES 286,000 293,000
OTHER LIABILITIES 122,000 122,000
----------- -----------
TOTAL LIABILITIES 484,000 433,000
----------- -----------
STOCKHOLDERS' EQUITY:
COMMON STOCK $.10 PAR VALUE
(20,000,000 SHARES AUTHORIZED;
5,107,401 SHARES ISSUED AND OUTSTANDING
AT MARCH 31, 1999 AND DECEMBER 31, 1998) 511,000 511,000
CAPITAL IN EXCESS OF PAR VALUE 43,542,000 43,542,000
ACCUMULATED DEFICIT (33,198,000) (33,141,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 10,855,000 10,912,000
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $11,339,000 $11,345,000
=========== ===========
</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, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS $ 16,000 $ 16,000
GENERAL AND ADMINISTRATIVE EXPENSES (132,000) (114,000)
INTEREST INCOME 59,000 75,000
---------- ---------
LOSS BEFORE INCOME TAXES (57,000) (23,000)
INCOME TAXES - -
---------- ---------
NET LOSS ($57,000) ($23,000)
========== =========
LOSS PER SHARE ($0.01) ($0.00)
========== =========
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, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES: ($57,000) ($23,000)
NET LOSS
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED IN OPERATING ACTIVITIES:
DEPRECIATION - 1,000
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES FROM REAL
ESTATE PARTNERSHIP (65,000) (64,000)
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 51,000 30,000
OTHER, NET 14,000 (36,000)
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (57,000) (92,000)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (57,000) (92,000)
------------ ------------
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIOD 4,683,000 5,156,000
------------ ------------
CASH AND CASH EQUIVALENTS - END OF
PERIOD $4,626,000 $5,064,000
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
4
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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 three months ended
March 31, 1999 and 1998 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 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 three month periods ended March 31,
1999 and 1998.
3. STATEMENTS OF CASH FLOWS
There were no interest payments for the three months ended March 31,
1999 and 1998.
There were no income tax payments during the three months ended March
31, 1999 and 1998.
5
<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 March 31, 1999 the Company had no material commitments for
capital expenditures.
(2) Material Changes in Results of Operations
Total real estate revenues were $16,000 in each of the three
month periods ended March 31, 1999 and 1998.
General and administrative expenses were $132,000 in the first
quarter 1999 versus $114,000 for the comparable period in 1998. The
increase is principally due to higher professional fees as well as
other corporate expenses.
Interest income for the three months ended March 31, 1999 was
$59,000, which was $16,000 lower than the amount for the three months
ended March 31, 1998. The decrease results from the Company's
maintaining lower cash investment balances and receiving lower yields
on funds invested.
(3) Quantitative and Qualitative Disclosures About Market Risks
Not applicable.
6
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of the Company was
held on May 3, 1999.
(b) Martin J. Rabinowitz, Jules Ross, Ronald D. Rothberg,
Moses Rothman and John Sladkus were elected directors of
the Company at the meeting.
(c) The following table shows the results of the voting
taken at the meeting:
Nominee Votes For Votes Withheld
------- --------- --------------
Martin J. Rabinowitz 4,505,980 12,266
Jules Ross 4,505,980 12,266
Ronald D. Rothberg 4,505,980 12,266
Moses Rothman 4,505,970 12,276
John Sladkus 4,505,935 12,311
There were no abstentions or broker non-votes with respect to any of
the directors.
4,514,946 shares were voted in favor of the proposal to ratify the
appointment of Arthur Andersen LLP as the independent auditors of
the Company for the year ending December 31, 1999, with 1,035 shares
voted against, 2,265 shares abstained and there were no broker
non-votes.
7
<PAGE>
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 March 31, 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: May 12, 1999
8
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,626,000
<SECURITIES> 0
<RECEIVABLES> 771,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,339,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 511,000
<OTHER-SE> 10,344,000
<TOTAL-LIABILITY-AND-EQUITY> 11,339,000
<SALES> 0
<TOTAL-REVENUES> 16,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 132,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (59,000)
<INCOME-PRETAX> (57,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (57,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
