-----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, GmCpVgWVFLEBVUqGkVCizvQV9cYtU7Xv7FFY+uWG1UUVajdSa60T8dhaatH/5cGs Ss9DPQqceYfBUowTP153NA== 0000106423-96-000002.txt : 19960213 0000106423-96-000002.hdr.sgml : 19960213 ACCESSION NUMBER: 0000106423-96-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960212 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: 96515660 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 - QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [XX]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1995 [ ]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: 0-7775 WESTLAND DEVELOPMENT CO., INC. - ------------------------------------------------------------------------------- (Exact name of small business issuer as 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) (505)831-9600 - ------------------------------------------------------------------------------- (Issuer's telephone number) N/A - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, 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 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 outstanding of each of the issuer's classes of common equity as of February 9, 1996, was: No Par Value Common: 716,608 Class B $1.00 Par Value Common: 78,600 Transitional Small Business Format (check one) Yes [ ] No [ X ] PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WESTLAND DEVELOPMENT CO., INC. BALANCE SHEET (unaudited) December 31, 1995 ASSETS Cash and cash equivalents ........................ $ 1,799,702 Receivables: Real estate contracts ......................... $ 164,793 Less related deferred profit ............. 115,321 ----------- 49,472 Other receivables ............................. 66,234 Accrued interest .............................. 1,283 116,989 ----------- Land and improvements held for future development ............................ 5,490,551 Income producing properties, net ................. 3,733,402 Property and equipment, net of accumulated depreciation of $328,138 ...................... 416,426 Investment in partnerships and joint ventures .... 400,631 Other ............................................ 557,687 ----------- $12,515,388 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities ........................ $ 715,952 Accrued interest payable ........................ 35,240 Deferred income taxes ........................... 3,265,000 Notes, bonds, mortgages and assessments payable . 4,034,331 ----------- Total liabilities .............. 8,050,523 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, 78,600 shares ............................. 78,600 Additional paid-in capital ................... 502,702 Retained earnings ............................ 3,875,063 ----------- 4,464,865 ----------- $12,515,388 =========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 3 months ended 1995 1994 Revenues ----------- ----------- Land ...................................... $ 509,578 $ 404,955 Deferred profit recognized on installment sales .................... 11,809 6,440 Rentals ................................... 111,195 9,481 --------- --------- 632,582 420,876 Costs and expenses Cost of land revenues ..................... 195,138 10,106 Cost of rentals ........................... 32,986 11,876 Other general and administrative .......... 524,357 425,176 Legal ..................................... 9,921 42,739 --------- --------- 762,402 489,897 --------- --------- Loss from operations ................... (129,820) (69,021) Other (income) expense Interest income ........................... (24,211) (68,750) Gain on sale of property and equipment ............................ (50) (128) Other income .............................. (18,713) (71,495) Interest expense .......................... 105,992 24,583 Loss on partnership operations ............ 1,648 -- --------- --------- 64,666 (115,790) Earnings (loss) before income .......... -- -- taxes ............................... (194,486) 46,769 Income taxes expense ......................... (28,700) -- --------- --------- NET EARNINGS(LOSS) ..................... $(165,786) $ 46,769 ========= ========= Weighted average common and common equivalent shares outstanding ............................... 794,393 767,708 ========= ========= Net earnings (loss) per common and common equivalent share ................... $ (.21) $ .06 ========= ========= WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 6 months ended December 31, 1995 1994 Revenues ----------- ----------- Land .................................... $ 1,297,900 $ 608,606 Deferred profit recognized on installment sales .................. 18,860 16,718 Rentals ................................. 182,256 20,219 ----------- ----------- 1,499,016 645,543 Costs and expenses Cost of land revenues ................... 490,198 11,376 Cost of rentals ......................... 66,519 22,886 Other general and administrative ........ 938,248 763,984 Legal ................................... 47,194 67,963 ----------- ----------- 1,542,159 866,209 ----------- ----------- Loss from operations ................. (43,143) (220,666) Other (income) expense Interest income ......................... (68,220) (98,630) Gain on sale of property and equipment .......................... (150) (240) Other income ............................ (33,325) (80,276) Interest expense ........................ 180,649 50,547 Loss on partnership operations .......... 1,648 -- ----------- ----------- 80,602 (128,599) ----------- ----------- Loss before income taxes ............. (123,745) (92,067) Income taxes expense ....................... -- -- ----------- ----------- NET EARNINGS(LOSS) ................... $ (123,745) $ (92,067) =========== =========== Weighted average common and common equivalent shares outstanding ............................. 790,643 767,708 =========== =========== Net loss per common and common equivalent share ................. $ (.16) $ (.12) =========== =========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the six months ended December 31, 1995 1994 ------------ ------------ Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 1,931,595 $ 562,626 Cash paid to develop real estate .............. (433,976) (336,386) Cash received from rental operations .......... 213,850 160,744 Cash paid for rental operations ............... (5,099) (6,192) Cash paid for property taxes and maintenance ............................ (92,115) (51,190) Purchase of investments ....................... -- (13,647,908) Proceeds on sale and maturity of investments .. -- 13,912,470 Interest received ............................. 57,246 84,215 Interest paid ................................. (188,128) (23,492) Income taxes(paid)received .................... (200,050) 6,603 Legal and other general and administrative costs paid ................... (1,186,458) (745,737) Other income .................................. 36,677 2,536 ------------ ------------ Net cash provided by (used in) operating activities ......... 133,542 (81,711) ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties .............. (440,297) (226,720) Proceeds from sale of assets .................. 150 532 Sinking fund deposit .......................... -- (248,760) Net cash used in investing ..................... -- -- activities .................................. (440,147) (474,948) ------------ ------------ Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ........................ 646,200 67,445 Proceeds from sale of stock .................... 96,425 -- Repayments of bonds, mortgages, notes and assessments payable ............... (78,496) (70,819) Payment of dividends .......................... (475,625) (767,708) ------------ ------------ Net cash provided by (used in) financing activities ......................... 188,504 (771,082) ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS ......................... (118,101) (1,327,741) Cash and cash equivalents at beginning of period .......................... 1,917,803 2,791,233 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 1,799,702 $ 1,463,492 ============ ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (CONTINUED) (unaudited) For the six months ended December 31, 1995 1994 Reconciliation of net ----------- ----------- loss to net cash provided by (used in) operating activities Net loss ....................................... $(123,745) $ (92,067) Adjustments to reconcile net earnings(loss)to net cash used in operating activities Depreciation .............................. 85,125 15,873 Collection on real estate contracts receivable .................... 457,982 46,670 Profit recognized on prior years' installment sales ................ (18,860) (16,718) Gain on sale of assets .................... (150) (240) Change in Investments ............................... -- 264,965 Deferred income taxes ..................... -- 6,000 Rents receivable, accrued interest and other receivables ................... 163,827 (42,695) Land and improvements held for future development, income producing properties and investment in partnerships .............. 141,351 (340,433) Other assets .............................. (92,863) 62,046 Accounts and retainages payable, accrued interest and other liabilities ............................ (479,125) 14,888 --------- --------- Net cash provided by (used in) operating activities ............... $ 133,542 $ (81,711) ========= ========= WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) December 31, 1995 1. The balance sheet at December 31, 1995, statements of cash flows and statements of operations for the three month and six month periods ended December 31, 1995 and December 31, 1994 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, 1995. The results of operations for the six months ended December 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 the six and three month periods ended December 31, 1995 were 790,643 and 794,393, respectively and for the six and three month periods ended December 31, 1994 was 767,708. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. During the six months ended December 31, 1995, the Company's cash and cash equivalents decreased by $118,101. During this period, the Company received $133,692 from operations, $646,200 from borrowing activities and $96,425 from the sale of stock, invested $440,297 in fixed and other assets, retired $78,496 of debt and paid dividends in the amount of $475,625. During the second quarter of the current fiscal year, the Company had revenue of $632,582 compared to $420,876 during the same period in the prior fiscal year. Operating expenses during the three months ended December 31, 1995, were $762,402 compared to $489,897 during the comparable period in 1994. For the year to date, the Company has $1,499,016 in revenue and $1,542,159 in operating expense compared to revenues of $645,543 and expense of $866,209 last year. This significant increase in both the revenue and expense is due to changes in the Company's operations. In April 1995, the Company began selling small improved residential lots in addition to the large tracts it had sold in the past. These sales amounted to $747,000 in this fiscal year and added $444,000 to the cost of sales for the period. In addition, the Company has acquired two commercial properties which have increased rental revenues by $162,000 over the prior year. The Company may expend approximately $2,000,000 or more to acquire replacement lands and property for the land sold to the National Park Service under threat of condemnation. 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. PART II. OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS CITY OF ALBUQUERQUE V. WESTLAND DEVELOPMENT CO., INC. As previously reported, this case was appealed to the New Mexico Court of Appeals which issued its opinion on October 23, 1995 affirming the trial court's decision awarding $75,000 in damages to Westland. Management believes the District Court erroneously applied New Mexico law and that the Company is entitled to substantially greater damages and therefore first filed its Petition for Writ of Certiorari with the New Mexico Supreme Court, which was denied. Management now intends to file a Petition for Writ of Certiorari with the United States Supreme Court. There is no other threatened or pending litigation involving the Company. 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 15, 1995, at the Issuer's Annual Meeting of the Shareholders, the shareholders elected three Class B Directors to its Board of Directors. The persons so elected were Sosimo Sanchez Padilla, Carlos Saavedra and Joe Chavez. (b) Continuing Directors Directors continuing after the meeting were Class A Directors Barbara Page, Polecarpio (Lee) Anaya and Raymundo Mares and Class C Directors David Armijo, Josie Castillo and Carmel Chavez. 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: February 9, 1996 BY: Barbara Page ------------------- -------------------------- Barbara Page, President, Chief Executive Officer and Chief Accounting Officer EX-27 2
5 6-MOS JUN-30-1996 DEC-31-1995 1799702 0 116989 0 5490551 0 4637137 487309 12515388 0 625900 87100 0 0 4377765 12515388 1297900 1499016 490198 556717 1066044 0 180649 (123745) 0 (123745) 0 0 0 (123745) (0.16) 0
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