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Previous: LORAL CORP /NY/, 8-K, 1995-06-07 |
Next: MASCO CORP /DE/, S-3, 1995-06-07 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 1995
MAJOR REALTY CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-1748 59-0898509
------------------------ ----------------------------------
(Commission File Number) (IRS Employer Identification No.)
5728 Major Boulevard, Suite 306, Orlando, Florida 32819
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407)351-1111
-------------
<PAGE> 2
ITEM 5. OTHER EVENTS
As disclosed in its quarterly report on Form 10-Q for the quarter
ended March 31, 1995, the Company's capital and surplus at such date was less
than the $1,000,000 required for continued listing on The Nasdaq SmallCap
Market. The Company was notified by Nasdaq that it would not be subject to
delisting provided that the Company came into compliance on or before June 8,
1995, and provided further that documentation of the Company's return to
compliance in the form of an SEC filed report was provided to the Nasdaq Stock
Market on or before such date.
Based upon the filing of this Form 8-K demonstrating that the Company
currently meets all listing criteria, management anticipates that its listing
on The Nasdaq SmallCap Market will continue without interruption.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following unaudited condensed consolidated balance sheet
and income statement give effect to the sale of a 6.08 acre tract of vacant
commercial land in Orlando, Florida to Bara Vineland, Inc., which closed on May
5, 1995.
The pro forma adjustments reflect the sales transaction as if
it had been completed as of April 30, 1995.
The pro forma data should be read in conjunction with the
historical financial statements of the Company which have been filed previously
with the Securities and Exchange Commission.
<PAGE> 3
MAJOR REALTY CORPORATION AND SUBSIDIARIES
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
April 30, Pro Forma
1995 Adjustments Pro Forma
-------------- ----------- ---------
(A) (B)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 82 $ 280 $ 362
Restricted cash 511 - 511
Mortgage note receivable 2,750 1,310 4,060
Land held for sale or development 7,127 (561) 6,566
Land under lease 171 - 171
Other assets 566 (8) 558
----------- ----------- -----------
$ 11,207 $ 1,021 $ 12,228
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable - trade $ 182 $ - $ 182
Accrued expenses 1,032 (16) 1,016
Deferred income 50 (50) -
Mortgage notes payable 9,333 (283) 9,050
Deferred income taxes 139 - 139
----------- ----------- -----------
10,736 (349) 10,387
----------- ----------- -----------
Stockholders' equity:
Series A Junior participating preferred stock -
$1.00 par value; authorized, 80,000 shares,
none outstanding - - -
Common stock - $.01 par value; authorized,
12,000,000 shares; issued and outstanding,
6,893,378 shares 69 - 69
Capital in excess of par value 7,822 - 7,822
Accumulated deficit (7,420) 1,370 (6,050)
----------- ----------- -----------
Total stockholders' equity 471 1,370 1,841
----------- ----------- -----------
TOTAL $ 11,207 $ 1,021 $ 12,228
=========== =========== ===========
</TABLE>
(a) Unaudited condensed consolidated balance of Major Realty Corporation as of
April 30, 1995.
(b) Pro forma adjustments to give effect to the sale of a 6.08 acres of
commercial land to Bara Vineland, Inc. which closed on May 5, 1995.
<PAGE> 4
MAJOR REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands; except per share data)
<TABLE>
<CAPTION>
April 30, Pro Forma
1995 Adjustments Pro Forma
------------- ----------- ---------
(A) (B)
<S> <C> <C> <C>
Revenues:
Sales of real estate $ - $ 2,010 $ 2,010
Lease income 53 - 53
Interest income 87 - 87
Other income 8 - 8
----------- ----------- ----------
Total revenues 148 2,010 2,158
----------- ----------- ----------
Costs and Expenses:
Cost of real estate sold:
Improved and unimproved land - 561 561
Commissions & other expenses - 79 79
Selling, general and administrative 363 - 363
Interest cost 417 - 417
----------- ----------- ----------
Total costs and expenses 780 640 1,420
----------- ----------- ----------
Income before provision for income taxes (632) 1,370 738
Provision for income taxes - - -
----------- ----------- ----------
Net income $ (632) $ 1,370 $ 738
=========== =========== ==========
Net income per common share $ .09 $ .20 $ .11
=========== =========== ==========
Average number of
common and common
equivalent shares outstanding 6,893 6,893 6,893
=========== =========== ==========
</TABLE>
(a) Unaudited condensed consolidated balance of Major Realty Corporation as
of April 30, 1995.
(b) Pro forma adjustments to give effect to the sale of a 6.08 acres of
commercial land to Bara Vineland, Inc. which closed on May 5, 1995.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Major Realty Corporation, has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MAJOR REALTY CORPORATION
By: /s/ David L. Treadwell
------------------------------------
David L. Treadwell
Chairman & CEO
June 8, 1995
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