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 March 31, 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
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.)
509 Madison Ave.
Suite 1714
New York, New York 10022
(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, 2000.
NY2:\912790\01\JKB@01!.DOC\69555.0001
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 32, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
ASSETS: (UNAUDITED)
<S> <C> <C>
CASH AND CASH EQUIVALENTS $5,058,000 $5,155,000
INVESTMENT IN REAL ESTATE PARTNERSHIP 4,197,000 4,304,000
INVESTMENTS IN REAL ESTATE 1,860,000 1,860,000
OTHER ASSETS, NET 108,000 114,000
---------------- ----------------
TOTAL ASSETS $11,223,000 $11,433,000
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $7,000 $31,000
ACCRUED INCOME AND OTHER TAXES 268,000 280,000
OTHER LIABILITIES 121,000 121,000
---------------- ----------------
TOTAL LIABILITIES 396,000 432,000
---------------- ----------------
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 (33,226,000) (33,052,000)
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 10,827,000 11,001,000
---------------- ----------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $11,223,000 $11,433,000
================ ================
</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 MARCH 31, 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 (114,000) $0
GENERAL AND ADMINISTRATIVE EXPENSES (132,000) (132,000)
INTEREST INCOME 72,000 59,000
------------ -------------
LOSS BEFORE INCOME TAXES (174,000) (57,000)
INCOME TAXES - -
------------ -------------
NET LOSS ($174,000) ($57,000)
============ =============
LOSS PER SHARE ($0.03) ($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 CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
NET LOSS ($174,000) ($57,000)
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS) TO NET CASH USED IN OPERATING
ACTIVITIES:
EQUITY IN NET LOSS FROM REAL ESTATE
PARTNERSHIP 114,000 0
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES FROM REAL ESTATE
PARTNERSHIP 0 (58,000)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE
AND ACCRUED LIABILITIES (36,000) 51,000
OTHER, NET 6,000 9,000
---------------- ----------------
NET CASH USED IN OPERATING ACTIVITIES (90,000) (2,000)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
INVESTMENT IN REAL ESTATE PARTNERSHIP (7,000) (2,000)
---------------- ----------------
NET CASH USED IN INVESTING ACTIVITIES (7,000) (2,000)
---------------- ----------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (97,000) (57,000)
---------------- ----------------
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 5,155,000 4,683,000
---------------- ----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $5,058,000 $4,626,000
================ ================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
4
<PAGE>
THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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 three months ended
March 31, 2000 and 1999 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, 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 provisions have been made for the
three month periods ended March 31, 2000 and 1999.
3. STATEMENTS OF CASH FLOWS
There were no interest payments for the three months ended March 31,
2000 and 1999.
There were no income tax payments during the three months ended March
31, 2000 and 1999.
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, 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.
General and administrative expenses were $132,000 in each
of the first quarters of 2000 and 1999.
Interest income for the three months ended March 31, 2000
was $72,000, which was $13,000 higher than the amount for the three
months ended March 31, 1999. The increase results from the
Company's maintaining larger cash investment balances and receiving
lower yields on invested funds.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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 4, 2000.
(b) Martin J. Rabinowitz, Jules Ross, Ronald D. Rothberg and Moses
Rothman 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. Rabinowtiz 4,548,664 158,757
Jules Ross 4,548,559 158,862
Ronald D. Rothberg 4,548,464 158,957
Moses Rothman 4,548,589 158,832
There were no abstentions or broker non-votes with respect to any of
the directors.
4,704,220 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, 2000, with 288 shares voted
against, 2,913 shares abstained and there were no broker non-votes.
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, 2000.
7
<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: May 10, 2000
8
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-1999
<CASH> 5,058,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,223,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 511,000
<OTHER-SE> 10,316,000
<TOTAL-LIABILITY-AND-EQUITY> 11,223,000
<SALES> 0
<TOTAL-REVENUES> (114,000)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 132,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (72,000)
<INCOME-PRETAX> (174,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (174,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (174,000)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
