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, 1996
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, 1996.
<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, 1996 and December 31, 1995 (Unaudited) 1
Condensed Consolidated Statements of Operations
for the three months ended March 31, 1996 and 1995
(Unaudited) 2
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 1996 and 1995
(Unaudited) 3
Investment in Affiliates for the three months ended
March 31, 1996 and 1995 (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>
Transco Realty Trust and Subsidiaries
(A Massachusetts Business Trust)
Part I Financial Information
Item I Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
ASSETS
<S> <C> <C>
Cash $14,315 $23,639
Land held for sale 17,676 17,676
Investments in and receivables from affiliates 1,139,313 1,440,705
Notes, mortgage loans and accrued interest receivable 87,189 87,189
Investments in partnerships, other securities and other 17,612 17,567
Deferred income taxes 460,000 419,000
---------- ----------
TOTAL ASSETS 1,736,105 2,005,776
========= =========
LIABILITIES & SHAREHOLDERS' EQUITY
Loans and notes payable $65,000 $65,000
Notes and accrued interest payable to affiliates 1,125,693 1,091,231
Dividends payable 300,000 280,000
Accounts payable, accrued expenses and other liabilities 27,155 25,238
---------- ----------
TOTAL LIABILITIES 1,517,848 1,461,469
---------- ----------
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 (4,703,939) (4,377,889)
Treasury stock (21,000 shares at cost) (225,000) (225,000)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 218,257 544,307
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,736,105 $2,005,776
========== ==========
</TABLE>
See notes to condensed consolidated financial statements
(1)
<PAGE>
Transco Realty Trust and Subsidiaries
(A Massachusetts Business Trust)
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1996 1995
INCOME
<S> <C> <C>
Equity in earnings of affiliates ($304,009) $57,045
(Loss)gain from partnerships and other investments (277) 1,776
Interest, dividends and other income 4,710 4,794
--------- --------
(299,576) 63,615
--------- --------
EXPENSES
Interest 11,210 7,655
Property and other operating expenses 9,064 7,842
Fees and salaries to trustees, officers and related
parties 27,200 27,200
--------- --------
47,474 42,697
--------- --------
(Loss) income before income taxes (347,050) 20,918
(Benefit from) provision for income taxes (41,000) 12,600
--------- --------
NET (LOSS) INCOME ($306,050) $8,318
========= ======
Net income (loss) per share of beneficial interest:
Net (loss) income ($306,050) $8,318
Less preferred stock dividends 20,000 20,000
--------- --------
Net loss of beneficial interest ($326,050) ($11,682)
========= ========
Weighted average number of common shares of
beneficial interest outstanding during the period 560,508 560,508
========= ========
Net loss per share of beneficial interest ($0.58) ($0.02)
========= ========
</TABLE>
See notes to condensed consolidated financial statements
(2)
<PAGE>
Transco Realty Trust and Subsidiaries
(A Massachusetts Business Trust)
Condensed Consolidated Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net (loss) income ($306,050) $8,318
--------- -------
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Equity in losses (earnings) of affiliates and part 306,098 (57,045)
Changes in assets and liabilities:
(Increase) decrease in deferred income taxes (41,000) 12,600
(Increase) decrease in other assets (45) 289
(Increase) decrease in accrued expenses and other (2,789) 15,421
--------- -------
Total Adjustments 262,264 (28,735)
--------- -------
Net cash used in operating activities (43,786) (20,417)
--------- -------
Cash Flows from Investing Activities:
Distributions from partnerships and affiliates 89
Advances from affiliates 34,462 22,945
--------- -------
Net cash provided by investing activities 34,462 23,034
--------- -------
Net (decrease) increase in cash (9,324) 2,617
Cash at the beginning of the period 23,639 2,899
--------- -------
Cash at the end of the period $14,315 $5,516
======= ======
</TABLE>
See notes to condensed consolidated financial statements
(3)
<PAGE>
Part I Financial Information (continued) - Investments in Affiliates -
HMG/Courtland Properties, Inc. (HMG)
The investment in affiliates at March 31, 1996 includes the Trust's 40.91%
interest in HMG. HMG's Condensed Consolidated Statements of Operations for the
three months ended March 31, 1996 and 1995 are presented below:
HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
1996 1995
<S> <C> <C>
REVENUES
Rentals and related revenue $321,538 $819,384
Hotel, club and marina revenues 2,036,575 1,131,541
Gain from sale of marketable securities 87,213 51,086
Interest from invested cash, dividends and other 91,915 151,967
--------- ---------
Total revenues 2,537,241 2,153,978
--------- ---------
EXPENSES
Operating expenses:
Rental Properties and other 383,427 423,751
Hotel, club and marina expenses:
Payroll and related expenses 798,993 615,390
Cost of food and beverage 358,584 186,883
Administrative and general expenses 913,687 435,962
Depreciation and amortization 279,446 459,098
--------- ---------
Total operating expenses 2,734,137 2,121,084
Interest 221,826 248,996
Advisor's fee 218,751 218,751
General and administrative 90,874 116,056
Directors' fees and expenses 9,500 15,845
Minority partners' interests in operating
(losses) gains of consolidated entities (65,338) 84,425
Gains from unconsolidated entities (42,119) (40,042)
--------- ---------
Total expenses 3,167,631 2,765,115
--------- ---------
Loss before sales of real estate (630,390) (611,137)
Gain on sales of real estate, net (49,566) 816,396
--------- ---------
NET (LOSS) INCOME ($679,956) $205,259
========= ========
Earnings (Loss) Per Common Share ($0.58) $0.18
========= ========
(Based on 1,166,835 weighted average shares outstanding)
</TABLE>
(4)
<PAGE>
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, 1995. The results of operations for the three months
ended March 31, 1996 are not necessarily indicative of the results to be
expected for the full year.
(5)
<PAGE>
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, 1996 the Trust reported a net loss of
$306,050 or $.58 per share loss of beneficial interest. For the comparable
period of the prior year the Trust reported net income of $8,318 or $.02 per
share of beneficial interest.
Total revenues for the three months ended March 31, 1996 were a deficit of
$229,576, versus revenues of $63,615 for the comparable period in the prior
year. This was primarily due to increased losses of its affiliate HMG/Courtland
Properties, Inc. (HMG).
Net loss of HMG for the three months ended March 31, 1996 was $679,956 as
compared with net income of $205,259 for the comparable period of the prior year
(see Part I Financial Information - Investments in Affiliates - HMG/Courtland
Properties, Inc.).
Total expenses for the three months ended March 31, 1996 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.
(6)
<PAGE>
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, 1996.
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)
/s/ Lawrence I. Rothstein
-------------------------
Lawrence I. Rothstein
Vice President
May 15, 1996
(7)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000099235
<NAME> TRANSCO REALTY TRUST
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 14,315
<SECURITIES> 0
<RECEIVABLES> 87,189
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,736,105
<CURRENT-LIABILITIES> 1,517,848
<BONDS> 0
0
1,000,000
<COMMON> 4,147,196
<OTHER-SE> (4,703,939)
<TOTAL-LIABILITY-AND-EQUITY> 1,736,105
<SALES> (299,576)
<TOTAL-REVENUES> (299,576)
<CGS> 0
<TOTAL-COSTS> 47,474
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,210
<INCOME-PRETAX> 0
<INCOME-TAX> (347,050)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (0.58)
<EPS-DILUTED> 0
</TABLE>
