-----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, OvgcyEFHZJTsVwaF0ywu2Svc5BEJBjTUIMg36kETjBWHbU+l6+mMNqpfpAcde3wl fOxEP8YI9iHDjUerT4fJAg== 0000950159-96-000079.txt : 19960517 0000950159-96-000079.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950159-96-000079 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 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: 96565708 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 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. 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 Transco Realty Trust and Subsidiaries (A Massachusetts Business Trust) Part I Financial Information Item I Financial Statements Condensed Consolidated Balance Sheets (Unaudited)
March 31, December 31, 1996 1995 ASSETS 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 ========== ==========
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 March 31, 1996 1995 INCOME 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) ========= ========
See notes to condensed consolidated financial statements (2) Transco Realty Trust and Subsidiaries (A Massachusetts Business Trust) Condensed Consolidated Statements of Cash Flow (Unaudited)
Three Months Ended March 31, 1996 1995 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 ======= ======
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 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)
Three months ended March 31, 1996 1995 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)
(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, 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) 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) 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) EX-27 2
5 0000099235 TRANSCO REALTY TRUST 3-MOS DEC-31-1996 MAR-31-1996 14,315 0 87,189 0 0 0 0 0 1,736,105 1,517,848 0 0 1,000,000 4,147,196 (4,703,939) 1,736,105 (299,576) (299,576) 0 47,474 0 0 11,210 0 (347,050) 0 0 0 0 0 (0.58) 0
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