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 September 30, 2000
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
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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.)
509 Madison Ave.
Suite 1714
New York, New York 10022
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(Address of principal executive offices) (Zip Code)
(212) 759-3695
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(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 14, 2000.
69555.0001
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PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $ 4,871,000 $ 5,155,000
INVESTMENT IN REAL ESTATE PARTNERSHIP 3,536,000 4,304,000
INVESTMENTS IN REAL ESTATE 1,860,000 1,860,000
OTHER ASSETS, NET 135,000 114,000
---------------- ----------------
TOTAL ASSETS $ 10,402,000 $ 11,433,000
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 3,000 $ 31,000
ACCRUED INCOME AND OTHER TAXES 262,000 280,000
OTHER LIABILITIES 121,000 121,000
---------------- ----------------
TOTAL LIABILITIES 386,000 432,000
---------------- ----------------
STOCKHOLDERS' EQUITY
COMMON STOCK, $.10 PAR VALUE
(20,000,000 SHARES AUTHORIZED;
5,107,401 SHARES ISSUED AND OUTSTANDING 511,000 511,000
CAPITAL IN EXCESS OF PAR VALUE 43,542,000 43,542,000
ACCUMULATED DEFICIT (34,037,000) (33,052,000)
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 10,016,000 11,001,000
---------------- ----------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,402,000 $ 11,433,000
================ ================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
2
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THACKERAY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
REVENUES FROM REAL ESTATE OPERATIONS $ 0 $ 16,000
EQUITY IN NET LOSS FROM REAL ESTATE PARTNERSHIP (554,000) $ 0
GENERAL AND ADMINISTRATIVE EXPENSE (140,000) (123,000)
INTEREST INCOME 80,000 60,000
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(60,000) (63,000)
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LOSS BEFORE INCOME TAXES ($614,000) (47,000)
INCOME TAXES 0 0
------------ -------------
NET LOSS ($614,000) ($47,000)
============ =============
LOSS PER SHARE ($0.12) ($0.01)
============ =============
NUMBER OF SHARES 5,107,401 5,107,401
============ =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
3
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THACKERAY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
REVENUE FROM REAL ESTATE OPERATIONS $0 $ 48,000
EQUITY IN NET LOSS FROM REAL ESTATE PARTNERSHIP (786,000) 0
GENERAL AND ADMINISTRATIVE EXPENSES (428,000) (417,000)
INTEREST INCOME 229,000 171,000
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(199,000) (246,000)
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LOSS BEFORE INCOME TAXES (985,000) (198,000)
INCOME TAXES - -
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NET LOSS ($985,000) ($198,000)
========= =========
LOSS PER SHARE ($0.19) (0.04)
========= =========
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 SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS ($985,000) ($198,000)
ADJUSTMENTS TO RECONCILE NET
LOSS TO NET CASH USED IN OPERATING
ACTIVITIES:
EQUITY IN NET LOSS FROM REAL ESTATE
PARTNERSHIP 786,000 0
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES FROM REAL ESTATE
PARTNERSHIP 0 (358,000)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE
AND ACCRUED LIABILITIES (46,000) 320,000
OTHER, NET (21,000) (25,000)
----------------- -----------------
NET CASH USED IN OPERATING ACTIVITIES (266,000) (261,000)
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
INVESTMENT IN REAL ESTATE PARTNERSHIP (18,000) (5,000)
----------------- -----------------
NET CASH USED IN INVESTING ACTIVITIES (18,000) (5,000)
----------------- -----------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (284,000) (266,000)
----------------- -----------------
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 5,155,000 4,683,000
----------------- -----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $4,871,000 $4,417,000
================= =================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
5
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 and 1999
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, 1999.
The net loss applicable to common stock for the nine months and three
months ended September 30, 2000 was divided by the number of shares
outstanding during the period to determine per share data.
2. REAL ESTATE PARTNERSHIP
In September 1999, the Company's real estate partnership closed $40
million of construction financing, $22 million of which was due
August 2000. The August 2000 due date has been extended to December
2000 and the lender has indicated its willingness to extend the due
date, if needed, to June 1, 2001. The partnership is presently
negotiating the refinancing of the $22 million as well as
approximately $80 million of additional financing required to
complete the development. There is no assurance that the partnership
will succeed in its financing undertaking. As security for the
construction loan, the partnership has given the lender a mortgage on
its 140 acres of land in Orlando, Florida, and the Company has
pledged its contiguous 78 acres as further security for the loan.
During the third quarter, one anchor tenant approached the partners
to renegotiate its lease. Consequently, the partners established a
reserve for rental revenue previously recognized, but uncollected,
from the tenant. The Company's nine month net loss from real estate
partnership of $786,000 includes its $235,000 share of the reserve.
The Company's remaining share of the partnership's nine month net
loss is principally attributable to depreciation and interest
expense.
6
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3. INCOME TAXES
The Company anticipates it will generate a Federal taxable loss for
the year ending December 31, 2000, and therefore it expects that no
Federal income taxes will be payable for the year ending December 31,
2000. The Company reported taxable income for the year ended December
31, 1999. However, the Company had capital loss carryforwards and net
operating loss carryforwards in excess of the reported taxable income
and therefore no Federal income tax provision was required for the
year then ended. Accordingly, no Federal income tax provisions have
been made for the nine month and three month periods ended September
30, 2000 and 1999.
4. STATEMENTS OF CASH FLOWS
There were no interest payments for the nine months and three months
ended September 30, 2000 and 1999.
There were no income tax payments during the nine months and three
months ended September 30, 2000 and 1999.
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, 2000 the Company had no commitments for
capital expenditures.
(2) Material Changes in Results of Operations
In November 1999, the Company sold its leasehold property,
which was the only source of revenues from real estate operations
in 1999.
Operations of the real estate partnership commenced in
December 1999.
Interest income for the nine months ended September 30,
2000 was $229,000, which was $58,000 higher than the amount for the
comparable period in 1999. The increase results from the Company's
maintaining larger cash investment balances.
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 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, 2000.
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 14, 2000
8
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EXHIBIT INDEX
Exhibit No. Description
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27 Financial data schedule
9
