UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1995
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 1-5570
TRANSCO REALTY TRUST
(Exact name of small business issuer as specified in its charter)
Massachusetts 04607-1814
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 S. Bayshore Drive, Coconut Grove, Florida 33133
(Address of principal executive offices) (Zip Code)
305-854-6803
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Sections 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Sections, 12, 13, or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
560,508 Common shares were outstanding as of April 30, 1995.
<PAGE>
TRANSCO REALTY TRUST AND SUBSIDIARIES
(A MASSACHUSETTS BUSINESS TRUST)
INDEX
PAGE
NUMBER
PART I Financial Information:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 1995 and December 31, 1994 (Unaudited) 1
Condensed Consolidated Statements of Operations
for the three months ended March 31, 1995 and 1994 (Unaudited) 2
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 1995 and 1994 (Unaudited) 3
Investment in Affiliates for the three months ended
March 31, 1995 and 1994 (Unaudited) 4
Notes to Condensed Consolidated Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 6
PART II Other Information
Item 6. Reports of Form 8-K 7
<PAGE>1
Transco Realty Trust and Subsidiaries Part I Financial Information
(A Massachusetts Business Trust) Item I Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
<S> <C> <C>
ASSETS
Cash $5,516 $2,899
Land held for sale 17,676 17,676
Investments in and receivables from affiliates 3,081,452 3,019,621
Notes, mortgage loans and accrued interest receivable 177,086 177,086
Investments in partnerships, other securities and other 20,137 20,515
Deferred income taxes 188,400 201,000
--------- ---------
TOTAL ASSETS 3,490,267 3,438,797
========= =========
LIABILITIES & SHAREHOLDERS' EQUITY
Loans and notes payable 65,000 65,000
Notes and accrued interest payable to affiliates 1,000,855 977,910
Dividends payable 220,000 200,000
Accounts payable, accrued expenses and other liabilities 47,998 27,792
--------- ---------
TOTAL LIABILITIES 1,333,853 1,270,702
--------- ---------
SHAREHOLDERS' EQUITY
Shares of beneficial interest, no par value;
unlimited number authorized; 581,508 issued 4,147,196 4,147,196
$1.00 cummulative preferred stock, no par value,
non-voting - 80,000 shares authorized, issued and
outstanding at redemption value of $12.50 per share 1,000,000 1,000,000
Accumulated deficit (2,765,782) (2,754,101)
Treasury stock (21,000 shares at cost) (225,000) (225,000)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 2,156,414 2,168,095
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,490,267 $3,438,797
========== ==========
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>2
Transco Realty Trust and Subsidiaries
(A Massachusetts Business Trust)
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
<S> <C> <C>
INCOME
Equity in earnings of affiliates $57,045 $365,702
Gains from partnerships and other investments 1,776 1,840
Interest, dividends and other income 4,794 4,697
--------- ---------
63,615 372,239
--------- ---------
EXPENSES
Interest 7,655 5,601
Property and other operating expenses 7,842 9,238
Fees and salaries to trustees, officers and related parties 27,200 27,200
--------- ---------
42,697 42,039
--------- ---------
Income before income taxes 20,918 330,200
Provision for income taxes 12,600
--------- ---------
NET INCOME $8,318 $330,200
====== ========
Net income (loss) per share of beneficial interest:
Net income $8,318 $330,200
Less preferred stock dividends 20,000 20,000
--------- ---------
Net (loss) income of beneficial interest ($11,682) $310,200
======== ========
Weighted average number of common shares of
beneficial interest outstanding during the period 560,508 560,508
======= =======
Net(loss) income per share of beneficial interest ($0.02) $0.55
====== =====
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
Transco Realty Trust and Subsidiaries
(A Massachusetts Business Trust)
Condensed Consolidated Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $8,318 $330,200
--------- ---------
Adjustments to reconcile net income to net cash used in
operating activities:
Equity in earnings of affiliates and partnerships (57,045) (367,542)
Changes in assets and liabilities:
Decrease in deferred income taxes 12,600
Decrease (increase) in other assets 289 (4,583)
Increase in accrued expenses and other liabilities 15,421 5,712
--------- ---------
Total Adjustments (28,735) (366,413)
--------- ---------
Net cash used in operating activities (20,417) (36,213)
--------- ---------
Cash Flows from Investing Activities:
Payments received on mortgages notes receivable 0 1,257
Distributions from partnerships and affiliates 89 3,017
Advances from (to) affiliates 22,945 (1,218)
--------- ---------
Net cash provided by investing activities 23,034 3,056
--------- ---------
Net (decrease) increase in cash 2,617 (33,157)
Cash at the beginning of the period 2,899 128,475
--------- ---------
Cash at the end of the period $5,516 $95,318
====== =======
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $1,100
======
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>4
Part I Financial Information (continued) - Investments in Affiliates -
HMG/Courtland Properties, Inc. (HMG)
The investment in affiliates at March 31, 1995 includes the Trust's 40.91%
interest in HMG. HMG's Condensed Consolidated Statements of
Operations for the three months ended March 31, 1995 and 1994 are
presented below:
HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
1995 1994
<S> <C> <C>
REVENUES
Rentals and related revenue $819,384 $916,336
Hotel, club and marina revenues 1,131,541 848,049
Gain from sale of securities 51,086 4,333
Interest from invested cash, dividends and other 151,967 63,422
--------- ---------
Total revenues 2,153,978 1,832,140
--------- ---------
EXPENSES
Operating expenses:
Rental Properties and other 423,751 412,425
Hotel, club and marina expenses:
Payroll and related expenses 615,390 594,132
Cost of food and beverage 186,883 129,917
Administrative and general expenses 435,962 536,934
Depreciation and amortization 459,098 241,903
--------- ---------
Total operating expenses 2,121,084 1,915,311
Interest 248,996 215,489
Advisor's fee 218,751 218,751
General and administrative 116,056 233,005
Directors' fees and expenses 15,845 12,000
Minority partners' interests in operating 0 0
gains of consolidated entities 84,425 17,371
Gains from unconsolidated entities (40,042) (510,461)
--------- ---------
Total expenses 2,765,115 2,101,466
--------- ---------
Loss before gain on sales of real estate (611,137) (269,326)
Gain on sales of real estate, net 816,396 1,189,502
--------- ---------
NET INCOME $205,259 $920,176
======== ========
Earnings Per Common Share
(Based on 1,166,835 weighted average
shares outstanding) $0.18 $0.79
===== =====
<PAGE>5
TRANSCO REALTY TRUST AND SUBSIDIARIES
(A MASSACHUSETTS BUSINESS TRUST)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of the Trust, the accompanying unaudited condensed
financial statements include all adjustments (consisting only of normal
recurring accruals) which are necessary for a fair presentation of the results
for the periods. Certain information and footnote disclosures normally included
in the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the Trust's Annual
Report for the year ended December 31, 1994. The results of operations for the
three months ended March 31, 1995 are not necessarily indicative of the results
to be expected for the full year.
<PAGE>6
Part I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the three months ended March 31, 1995 the Trust reported net of
$8,318 or $.02 per share loss of beneficial interest. For the comparable period
of the prior year the Trust reported net income of $330,200 or $.55 per share of
beneficial interest.
Total revenues for the three months ended March 31, 1995 were $63,615,
versus $372,239 for the comparable period in the prior year. This decrease was
primarily due to decreased equity in earnings of its affiliate HMG/Courtland
Properties, Inc. (HMG).
Net income of HMG for the three months ended March 31, 1995 decreased
by $714,917 as compared with comparable period in the prior year (see Part I
Financial Information - Investments in Affiliates - HMG/Courtland Properties,
Inc.). This decrease in earnings of HMG was primarily due to decreased gain from
unconsolidated investments of approximately $470,000, and decreased gain on
sales of real estate of approximately $373,000.
Total expenses for the three months ended March 31, 1995 remained
consistent with the comparable period of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Trust's ability to maintain liquidity and obtain capital resources
largely depends on the results of its affiliate HMG and on HMG's ability to
generate sufficient operating income to allow for the payment of dividends.
Until such dividends are paid or TRT can successfully sell the remaining land in
North Carolina, the Trust's current obligations will be met by financing
provided through traditional sources and by affiliates.
<PAGE>7
Part II OTHER INFORMATION
Item 6. Reports on Form 8-K
(a) There were no reports filed on Form 8-K during the quarter ended
March 31, 1995.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSCO REALTY TRUST
(Registrant)
Lawrence I. Rothstein
Vice President
May 15, 1995
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000099235
<NAME> TRANSCO REALTY TRUST
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 5,516
<SECURITIES> 3,081,452
<RECEIVABLES> 177,086
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 17,676
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,490,267
<CURRENT-LIABILITIES> 1,333,853
<BONDS> 65,000
<COMMON> 4,147,196
1,000,000
0
<OTHER-SE> (2,990,782)
<TOTAL-LIABILITY-AND-EQUITY> 3,490,267
<SALES> 0
<TOTAL-REVENUES> 63,615
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 42,697
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 12,600
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,318
<EPS-PRIMARY> 0
<EPS-DILUTED> (.02)
</TABLE>
