-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Nw0lZ85Oodwuzimy8QLKwvsbmLW7AGMvroIZjx+W9A5Phu7Q7ARzj1B1FM4f9M0n JRLOJAH3ZI+nbJouAN/OZw== 0000106423-95-000004.txt : 19950517 0000106423-95-000004.hdr.sgml : 19950516 ACCESSION NUMBER: 0000106423-95-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTLAND DEVELOPMENT CO INC CENTRAL INDEX KEY: 0000106423 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 850165021 STATE OF INCORPORATION: NM FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-07775 FILM NUMBER: 95537826 BUSINESS ADDRESS: STREET 1: 401 COORS BOULEVARD NW CITY: ALBUQUERQUE STATE: NM ZIP: 87121 BUSINESS PHONE: 5058319600 MAIL ADDRESS: STREET 1: 401 COORS BLVD NW CITY: ALBUQUERQUE STATE: NM ZIP: 87121 10QSB 1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [XX]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1995 [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission File Number: 0-7775 WESTLAND DEVELOPMENT CO., INC. (Exact name of registrants specified in its charter) NEW MEXICO 85-0165021 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 401 Coors Blvd., N.W., Albuquerque, New Mexico 87121 (Address of principal executive offices) (Zip Code) N/A (Former name, former address and former three-months, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 [ ] The number of shares of the registrant's common stock outstanding as of May 10, 1995, was: No Par Value Common: 716,608 Class B $1.00 Par Value Common: 51,100 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. WESTLAND DEVELOPMENT CO., INC. BALANCE SHEET March 31, 1995 ASSETS (unaudited) Cash and cash equivalents .......................... $ 1,015,492 Investments ........................................ 891,752 ----------- $ 1,907,244 Receivables: Real estate contracts ........................... $ 207,389 less related deferred profit .................. 141,402 ----------- 65,987 Other receivables ............................. 92,729 Accrued interest .............................. 2,298 ----------- 161,014 Land and improvements held for future development .............................. 5,520,064 Income producing properties, net of accumulated depreciation of $81,913 ......................... 269,858 Property and equipment, net of accumulated depreciation of $350,642 ........................ 392,693 Investment in Limited Partnerships ................. 50,379 Other .............................................. 474,231 ----------- $ 8,775,483 =========== 2 WESTLAND DEVELOPMENT CO., INC. March 31, 1995 LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited) Liabilities Accounts payable, accrued expenses and other liabilities .................. $ 303,205 Accrued interest payable .................. 35,694 Deferred income taxes ..................... 3,024,000 Notes, bonds, mortgages and assessments payable .................... 1,299,213 ----------- $ 4,662,112 Stockholders' equity Common stock - no par value; authorized, 736,668 shares; issued and outstanding, 716,608 shares ......................... 8,500 Class A common stock - $1.00 par value; authorized, 736,668 shares; issued, none ................... - Class B common stock - $1.00 par value; authorized, 491,112 shares; issued and outstanding, 51,100 shares .......................... 51,100 Additional paid-in capital ................ 378,677 Retained earnings ......................... 3,675,094 ----------- 4,113,371 ----------- $ 8,775,483 =========== 3 WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 3 months ended March 31, 1995 1994 ------------- ------------- Revenues Land ....................................... $ 101,027 $ 685,560 Deferred profit recognized on installment sales ...................... 34,002 3,524 Rentals ................................... 35,411 10,160 ------------- ------------- 170,440 699,244 Costs and expenses Cost of land revenues ................... 2,330 14,890 Cost of rentals ......................... 5,006 8,136 Other general and administrative ........ 469,879 348,991 Loss on investments ..................... - 212,246 Legal ................................... 16,858 39,107 ------------- ------------- 494,073 623,370 ------------- ------------- (Loss)Income from operations .......... (323,633) 75,874 Other (income) expense Interest income ......................... (155) (16,345) Gain on sale of property and equipment ......................... (1,248) -- Other income ............................ (30,361) (16,631) Interest expense ........................ 27,054 26,312 ------------- ------------- (4,710) (6,664) ------------- ------------- (Loss) Earnings before income taxes ......................... (318,923) 82,538 Income taxes ............................... - 35,492 ------------- ------------- NET (LOSS) EARNINGS ................... $ (318,923) $ 47,046 ------------ ------------ eighted average common and common equivalent shares outstanding ............................. 767,708 767,708 ============ ============ Net (Loss) earnings per common and common equivalent share ................. $ (.42) $ .06 ============ ============ 4 WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 9 months ended March 31, 1995 1994 ------------- ------------- Revenues Land ....................................... $ 709,633 $ 1,039,494 Deferred profit recognized on installment sales ...................... 50,720 13,252 Rentals .................................... 55,630 47,906 ------------- ------------- 815,983 1,100,652 Costs and expenses Cost of land revenues ................... 14,976 18,752 Cost of rentals ......................... 21,218 70,167 Other general and administrative ........ 1,239,267 1,017,341 Loss on investments ..................... - 212,246 Legal ................................... 84,821 91,571 ------------- ------------- 1,360,282 1,410,077 ------------- ------------- Operating Loss ........................ (544,299) (309,425) Other (income) expense Interest income ......................... (98,784) (77,058) Gain on sale of property and equipment ......................... (1,488) (423,525) Other income ............................ (110,638) (20,274) Interest expense ........................ 77,601 78,028 ------------- ------------- (133,309) (442,829) ------------- ------------- (Loss) earnings before income taxes .......................... (410,990) 133,404 Income taxes ............................... - 57,364 ------------- ------------- NET (LOSS) EARNINGS ................... $ (410,990) $ 76,040 ============= ============= Weighted average common and common equivalent shares outstanding ............................. 767,708 767,708 ============= ============= Net (loss) earnings per common and common equivalent share ................. $ (.54) $ .10 ============= ============= 5 WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the 9 months ended March 31, 1995 1994 ------------- ------------- Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ............. $ 678,288 $ 1,045,789 Cash paid to develop real estate .................................. (1,120,099) (20,920) Cash received from rental operations .............................. 202,328 47,906 Cash paid for rental operations ........... (11,194) (43,906) Cash paid for property taxes and maintenance ................... (54,140) (37,259) Purchase of investments ................... (14,682,908) (965,637) Proceeds on sale and maturity of investments ............................. 15,709,794 176,000 Interest received ......................... 79,516 74,732 Interest paid (net of amount capitalized) ............................ (31,632) (63,728) Income taxes received ..................... 6,603 -- Legal and other general and administrative costs paid ............... (1,248,572) (1,249,129) Other income .............................. 12,932 2,052 ------------- ------------- Net cash used in operating activities ................................ $ (459,084) $ (1,034,100) ============= ============= 6 WESTLAND DEVELOPMENT CO., INC. STATEMENT OF CASH FLOWS (CONTINUED) (unaudited) For the 9 months ended March 31, 1995 1994 ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties ........ $ (258,370) $ (12,984) Proceeds from sale of assets ............ 560,594 Sinking fund deposit .................... (248,760) - Investment in other assets .............. - (560,594) Investment in limited partnerships ...... (27,470) (174,900) -------------- -------------- Net cash used in investing activities ............................ (534,600) (187,884) Cash flows from financing activities Issuance of bonds ....................... - 252,900 Borrowing on notes, mortgages and assessments payable .................. 112,207 - Repayments of bonds, mortgages, notes and assessments payable ......... (126,556) (202,659) Payment of dividends .................... (767,708) (383,854) -------------- -------------- Net cash used in financing activities ............................. $ (782,057) (333,613) -------------- -------------- NET DECREASE IN CASH AND CASH EQUIVALENTS ................... (1,775,741) (1,555,597) Cash and cash equivalents at beginning of period .................... 2,791,233 2,051,650 -------------- -------------- Cash and cash equivalents at end of period .......................... $ 1,015,492 $ 496,053 ============== ============== 7 WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (CONTINUED) (unaudited) For the 9 months ended March 31, 1995 1994 ------------- ------------- Reconciliation of net earnings (loss) to net cash used in operating activities Net (loss) earnings ........................ $ (410,990) $ 76,040 Adjustments to reconcile net (loss) earnings to net cash used in operating activities Depreciation .......................... $ 26,532 18,540 Collection on real estate contracts receivable ................ 85,946 64,395 Profit recognized on prior years' installment sales ............ (50,720) 6,248 Gain on sale of assets ................ (1,488) (423,525) Change in Investments ........................... 1,027,289 (577,391) Deferred income taxes ................. 6,000 57,364 Rents receivable, accrued interest property tax and other .............. (54,270) 3,332 Land and improvements held for future development and income producing properties ................ (1,123,840) (67,601) Other assets .......................... 10,522 (150,878) Accounts and retainages payable, accrued interest and other liabilities ........................ 25,935 (40,624) ------------- ------------- Net cash used in operating activities ..................... $ (459,084) $ (1,034,100) ============= ============= There were no material noncash investing or financing activities in either nine month period. 8 WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) March 31, 1995 1. The balance sheet at March 31, 1995, statements of cash flows for the nine months then ended and statements of operations for the three and nine months then ended have been prepared by the Company, without audit. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the Company's audited financial statements at June 30, 1994. The results of operations for the nine months ended March 31, 1995 are not necessarily indicative of operating results for the full year. 2. The computation of net earnings per common and common equivalent share has been based upon the weighted average number of shares of outstanding common stock and common stock issuable without further consideration (referred to as equivalents), which for all periods presented was 767,708. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of operations. During the nine months ended March 31, 1995, the Company's cash and cash equivalents decreased by $1,775,741 as a result of several factors, most notably maturing investments in government securities which provided $1,027,289, net, in excess of reinvestment and such uses as payment of dividends in the amount of $767,708, capital expenditures of $258,370, land development costs of $1,120,099 and bond retirement sinking fund payments of $248,760. During the third quarter of the current fiscal year, the Company had revenue of $170,440 compared to $699,244 during the same period in the prior fiscal year. Operating expenses during the three months ended March 31, 1995, were $494,073 compared to $623,370 during the comparable period in 1994, which included a loss on investments of $212,246. For the current year to date, the Company had total revenues of $815,983 compared to $1,100,652 in the prior year, and expenses of $1,360,282 in 1995 compared to $1,410,077 in 1994. For the nine months ended March 31, 1995, other income amounted to $133,309 while in the same period in 1994 it was $442,829, including gain on sale of assets of $423,525. During the current fiscal year, management has changed the Company's sales emphasis from raw acreage to improved lots, which is expected to increase profitability. To this end, land development costs have been approximately $1,120,000 through March 31, 1995. 10 At the time of this report, cash provided from sales of these lots has exceeded $200,000. The Company has committed to the acquisition of a retail facility which will require total cash outlays of approximately $690,000. Other than that, management is not aware of any event or uncertainties that have or are reasonably likely to have a material impact on the Company's short-term or long-term liquidity except as follows: The Company may expend approximately $2,000,000 or more to acquire replacement property, including the retail center, above, for land sold to the National Park Service under threat of condemnation in prior years. In the event the Company does not replace the property sold to the National Park Service, it may need to utilize a substantial portion of its liquid investments for federal and state income taxes. 11 PART II. OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS Other than ordinary routine litigation incidental to the Company's business, the Company and/or members of its management are currently parties in the following legal proceeding: WESTLAND, et al v. KENNY ROMERO, et al. Following the filings of various legal actions during 1987 against the Company's officers and directors alleging violations of Federal and State securities laws, the Company learned that certain members of El Nuevo Comienzo had agreed to underwrite the costs and expenses of the litigation for certain of the Plaintiffs in those cases (previously reported by the Company under the heading "Anaya, et al v. Westland"). The Company concluded that the action by those members of El Nuevo Comienzo who so agreed was an abuse of legal process and brought action in the New Mexico District Court for Bernalillo County seeking compensatory damages from the Defendants. In July 1989, the Defendants filed a motion for permission to file a counter claim against the Company, which was granted by the Court. On November 5, 1991, the Court rendered its decision to dismiss defendants' counter claim, which order the defendants appealed. In February 3, 1994, the New Mexico Court of Appeals denied the defendant's appeal of the District Court's order granting the Company's motion for summary judgment. The Company's complaint has been set for trial in August, 1995. 12 ITEM 2. CHANGES IN SECURITIES NONE ITEM 3. DEFAULTS IN SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) Election of Directors On November 1, 1994, at the Registrant's Annual Meeting of the Shareholders, the shareholders elected three Class A directors to its Board of Directors. The persons so elected are Barbara Page, Polecarpio "Lee" Anaya and Raymundo Mares. (b) Continuing Directors The Registrant's Class B and Class C directors continued after the meeting. The Registrant's Class B and Class C directors are as follows: Class B: David C. Armijo, Josie Castillo and Carmel Chavez. Class C: Sosimo Sanchez Padilla, Carlos Saavedra and Abelino Herrera. ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) There are no exhibits required by Item 601 of Regulation S-K. (b) Reports on Form 8-K. State whether any reports on Form 8-K have been filed during the quarter for which this report is filed, listing the items reported, any financial statements filed, and the dates of any such reports. NONE SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WESTLAND DEVELOPMENT CO., INC. DATE: March 12, 1995 By:___________________________________ Barbara Page, President,Chief Executive Officer and Chief Accounting Officer 13 EX-27 2
5 9-MOS JUN-30-1995 MAR-31-1995 1,015,492 891,752 161,014 0 5,520,064 0 1,095,106 432,555 8,775,483 0 628,900 59,600 0 0 4,053,771 8,775,483 815,983 815,983 36,194 1,360,282 (133,309) 0 77,601 (410,990) 0 (544,299) 0 0 0 (410,990) (.54) (.54)
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