10QSB 1 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. 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 1 Transco Realty Trust and Subsidiaries Part I Financial Information (A Massachusetts Business Trust) Item I Financial Statements Condensed Consolidated Balance Sheets (Unaudited)
March 31, December 31, 1995 1994 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 ========== ==========
See notes to condensed consolidated financial statements 2 Transco Realty Trust and Subsidiaries (A Massachusetts Business Trust) Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 1995 1994 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 ====== =====
See notes to condensed consolidated financial statements Transco Realty Trust and Subsidiaries (A Massachusetts Business Trust) Condensed Consolidated Statements of Cash Flow (Unaudited)
Three Months Ended March 31, 1995 1994 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 ======
See notes to condensed consolidated financial statements 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)
Three months ended March 31, 1995 1994 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 ===== ===== 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. 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. 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
EX-27 2
5 0000099235 TRANSCO REALTY TRUST 3-MOS DEC-31-1995 MAR-31-1995 5,516 3,081,452 177,086 0 0 0 17,676 0 3,490,267 1,333,853 65,000 4,147,196 1,000,000 0 (2,990,782) 3,490,267 0 63,615 0 0 42,697 0 0 0 12,600 0 0 0 0 8,318 0 (.02)