-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SbSap4DZdbKlrcLV3fiZ/BIZmOA8evzlq2DlqFtV/b97clGVWZ4F7++zIThbewhL mkBYFCvZ6LjR3S10dRlzvg== 0000950159-95-000116.txt : 19951121 0000950159-95-000116.hdr.sgml : 19951121 ACCESSION NUMBER: 0000950159-95-000116 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951117 SROS: BSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCO REALTY TRUST CENTRAL INDEX KEY: 0000099235 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046071814 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-05570 FILM NUMBER: 95594514 BUSINESS ADDRESS: STREET 1: 2701 S BAYSHORE DR STREET 2: PENTHOUSE STE CITY: COCONUT GROVE STATE: FL ZIP: 33133 BUSINESS PHONE: 3058546803 MAIL ADDRESS: STREET 1: 2701 S BAYSHORE DRIVE STREET 2: PENTHOUSE SUITE CITY: COCONUT GROVE STATE: FL ZIP: 33133 FORMER COMPANY: FORMER CONFORMED NAME: MORTON B C REALTY TRUST DATE OF NAME CHANGE: 19711209 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 September 30, 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 October 31, 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 September 30, 1995 and December 31, 1994 (Unaudited) ..............1 Condensed Consolidated Statements of Operations For the Three and Nine Months Ended September 30, 1995 and 1994 (Unaudited) ..........................................2 Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 1995 and 1994 (Unaudited) ...............................................3 Investment in Affiliates for the Three and Nine Months Ended September 30, 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 Transco Realty Trust and Subsidiaries Part I Financial Information (A Massachusetts Business Trust) Item I Financial Statements Condensed Consolidated Balance Sheets (Unaudited)
September 30 December 31, 1995 1994 ASSETS Cash $48,831 $2,899 Land held for sale 17,676 17,676 Investments in and receivables from affiliates 2,905,242 3,019,621 Notes, mortgage loans and accrued interest receivable 95,058 177,086 Investments in partnerships, other securities and other 18,202 20,515 Deferred income taxes 207,000 201,000 ---------- ---------- TOTAL ASSETS 3,292,009 3,438,797 ========== ========== LIABILITIES & SHAREHOLDERS' EQUITY Loans and notes payable 65,000 65,000 Notes and accrued interest payable to affiliates 1,087,573 977,910 Dividends payable 260,000 200,000 Accounts payable, accrued expenses and other liabilities 15,936 27,792 ---------- ---------- TOTAL LIABILITIES 1,428,509 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 (3,058,696) (2,754,101) Treasury stock (21,000 shares at cost) (225,000) (225,000) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 1,863,500 2,168,095 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,292,009 $3,438,797 ========== ==========
See notes to condensed consolidated financial statements 1 Transco Realty Trust and Subsidiaries (A Massachusetts Business Trust) Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 INCOME Equity in earnings (losses) of affiliates $107,046 ($236,982) ($131,814) ($402,859) Gains from partnerships and other investments 16,454 352 18,230 2,192 Interest, dividends and other income 4,978 5,265 14,776 14,485 ---------- --------- --------- --------- 128,478 (231,365) (98,808) (386,182) ---------- --------- --------- --------- EXPENSES Interest 10,491 5,789 28,195 17,364 Property and other operating expenses 14,774 8,241 42,391 35,950 Fees and salaries to trustees, officers and related parties 27,000 27,000 81,200 81,200 ---------- --------- --------- --------- 52,265 41,030 151,786 134,514 ---------- --------- --------- --------- Income (loss) before income taxes 76,213 (272,395) (250,594) (520,696) Benefit from (provision for) income taxes 22,200 (6,000) ---------- --------- --------- --------- NET INCOME (LOSS) $54,013 ($272,395) ($244,594) ($520,696) ======= ========= ========= ========= Net income (loss) per share of beneficial interest: Net income (loss) $54,013 ($272,395) ($244,594) ($520,696) Less preferred stock dividends 20,000 20,000 60,000 60,000 ---------- --------- --------- --------- Net income (loss) of beneficial interest $34,013 ($292,395) ($304,594) ($580,696) ======= ========= ========= ========= Weighted average number of common shares of beneficial interest outstanding during the period 560,508 560,508 560,508 560,508 ======= ======= ======= ======= Net income (loss) per share of beneficial interest $0.06 ($0.52) ($0.54) ($1.04) ===== ====== ====== ======
See notes to condensed consolidated financial statements 2 Transco Realty Trust and Subsidiaries (A Massachusetts Business Trust) Condensed Consolidated Statements of Cash Flow (Unaudited)
Nine Months Ended September 30 1995 1994 Cash Flows from Operating Activities: Net loss ($244,594) ($520,696) --------- --------- Adjustments to reconcile net loss to net cash used in operating activities: Equity in losses of affiliates and partnerships 131,814 400,667 Changes in assets and liabilities: Decrease in deferred income taxes (6,000) Increase in other assets (8) (13,064) Decrease in accrued expenses and other liabilities (26,291) (4,502) --------- --------- Total Adjustments 99,515 383,101 --------- --------- Net cash used in operating activities (145,079) (137,595) --------- --------- Cash Flows from Investing Activities: Payments received on mortgages and notes receivable 82,028 13,253 (Investments in) distributions from partnerships and affiliates (680) 5,997 Advances from (to) affiliates 109,663 (3,784) --------- --------- Net cash provided by investing activities 191,011 15,466 --------- --------- Net increase (decrease) in cash 45,932 (122,129) Cash at the beginning of the period 2,899 128,475 --------- --------- Cash at the end of the period $ 48,831 $ 6,346 ========= ========= Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 28,000 $ 17,000 ========= =========
See notes to condensed consolidated financial statements 3 Part I Financial Information (continued) - Investments in Affiliates - HMG/Courtland Properties, Inc. (HMG) The investment in affiliates at September 30, 1995 includes the Trust's 40.91% interest in HMG. HMG's Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 1995 and 1994 are presented below: HMG/COURTLAND PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended Nine months ended September 30, September 30, 1995 1994 1995 1994 REVENUES Rentals and related revenue $ 312,308 $ 808,960 $ 1,534,685 $ 2,509,534 Hotel, club and marina revenues 592,368 400,272 2,731,807 1,887,678 Gain from sale of securities 450,431 131,228 501,517 168,503 Interest from invested cash, dividends and other 83,510 84,256 612,095 225,581 --------- --------- --------- --------- Total revenues 1,438,617 1,424,716 5,380,104 4,791,296 --------- --------- --------- --------- EXPENSES Operating expenses: Rental Properties and other 238,193 319,338 979,619 1,034,604 Hotel, club and marina expenses: Payroll and related expenses 500,231 479,521 1,704,532 1,651,662 Cost of food and beverage 79,090 86,927 422,583 333,509 Administrative and general expenses 673,559 477,390 1,589,274 1,732,572 Depreciation and amortization 302,247 203,636 1,076,148 654,865 --------- --------- --------- --------- Total operating expenses 1,793,320 1,566,812 5,772,156 5,407,212 Interest 177,976 159,996 666,162 603,893 Advisor's fee 218,751 218,751 656,253 656,253 General and administrative 125,962 328,619 374,296 1,090,176 Directors' fees and expenses 20,146 23,391 51,341 57,032 Minority partners' interests in operating (losses) gains of consolidated entities (59,869) 46,177 61,071 68,478 Gains from unconsolidated entities (38,672) (106,867) (154,292) (647,619) --------- --------- --------- --------- Total expenses 2,237,614 2,236,879 7,426,987 7,235,425 --------- --------- --------- --------- Loss before gain on sales of real estate (798,997) (812,163) (2,046,883) (2,444,129) Gain (loss) on sales of real estate, net 1,159,670 310,660 1,947,523 1,673,149 --------- --------- --------- --------- NET INCOME (LOSS) $ 360,673 ($ 501,503) ($ 99,360) ($ 770,980) =========== =========== =========== =========== Earnings (Loss) Per Common Share $ 0.31 ($ 0.43) ($ 0.09) ($ 0.66) =========== =========== =========== =========== (Based on 1,166,835 weighted average shares outstanding):
4 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 nine months ended September 30, 1995 are not necessarily indicative of the results to be expected for the full year. 5 Part I Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS For the three and nine months ended September 30, 1995 the Trust reported net income (loss) of $54,000 or $.06 per share and $244,000 or $.54 per share, respectively. For the three and nine months ended September 30, 1994, the Trust reported net losses of $272,000 or $.52 per share and $521,000 or $1.04 per share, respectively. Total revenues (deficit revenues) for the three and nine months ended September 30, 1995 were $128,000 and a deficit of $291,000, respectively. For the three and nine months ended September 30, 1994 total revenues were a deficit of $231,000 and $386,000, respectively. This decrease in deficit was primarily due to equity in increased earnings of its affiliate, HMG/Courtland Properties, Inc. (HMG). For the three and nine months ended September 30, 1995 HMG reported net income (loss) of $361,000 and $99,000, respectively, versus losses of $501,000 and $770,000 for the three and nine months ended September 30, 1994, respectively. (See Part I Financial Information - Investments in Affiliates - HMG/Courtland Properties, Inc.). HMG's increased income for the three months ended September 30, 1995 is primarily attributable to increased gain on sales of real estate. The Trust's total expenses for the three and nine months ended September 30, 1995 were $52,000 and $152,000, respectively. Total expenses for the three and nine months ended September 30, 1994 were $41,000 and $134,000 respectvely. The increase between the two nine-month periods was primarily the result of decreased interest expense. 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 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 September 30, 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) /s/ Lawrence I. Rothstein --------------------------- Lawrence I. Rothstein Vice President November 15, 1995 7 EX-27 2
5 0000099235 TRANSCO REALTY TRUST 9-MOS DEC-31-1995 SEP-30-1995 48,831 0 95,058 0 0 0 0 0 3,292,009 1,428,509 0 4,147,196 0 1,000,000 (3,283,696) 3,292,009 (98,808) (98,808) 0 151,786 0 0 28,195 (250,594) (244,594) 0 0 0 0 (244,594) (.54) 0
-----END PRIVACY-ENHANCED MESSAGE-----