-----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, NqQsI+o956Wc4NbcdkaTfTH05MCcJUXJ4zPJZjCSaQ3NRGqIm/OGRneLkc6M+XzV bndAEy2GDjIrF5pWR0arYQ== 0001008878-00-000033.txt : 20000508 0001008878-00-000033.hdr.sgml : 20000508 ACCESSION NUMBER: 0001008878-00-000033 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTLAND DEVELOPMENT CO INC CENTRAL INDEX KEY: 0000106423 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 850165021 STATE OF INCORPORATION: NM FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-07775 FILM NUMBER: 619940 BUSINESS ADDRESS: STREET 1: 401 COORS BOULEVARD S W CITY: ALBUQUERQUE STATE: NM ZIP: 87121 BUSINESS PHONE: 5058319600 MAIL ADDRESS: STREET 1: 401 COORS BLVD S W CITY: ALBUQUERQUE STATE: NM ZIP: 87121 10QSB 1 Form 10-QSB U.S. Securities and Exchange Commission Washington, D.C. 20549 (Mark One) [XX]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2000 [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 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 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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity as of May 12, 1999: No Par Value Common: 716,608 Class A $1.00 Par Value Common: NONE Class B $1.00 Par Value Common: 86,100 Transitional Small Business Format (check one) Yes [ ] No [ X ] PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WESTLAND DEVELOPMENT CO., INC. BALANCE SHEET (unaudited) March 31, 2000 ASSETS Cash and cash equivalents ........................ $ 1,800,174 Short-term investments ........................... 2,671,900 Receivables: Real estate contracts ......................... $ 68,820 Note receivable - related party ............... 103,708 Other receivables ............................. 106,450 278,978 ------------ Land and improvements held for future development ............................ 6,637,360 Income producing properties, net ................. 8,249,553 Property and equipment, net of accumulated depreciation of $529,230 ...................... 387,581 Investment in Partnerships and joint ventures .... 238,187 Other ............................................ 242,007 ------------ $ 20,505,740 ============ LIABILITIES AND STOCKHOLDER'S EQUITY Accounts payable, accrued expenses and other liabilities ......................... $ 1,038,397 Deferred income taxes ............................ 5,312,000 Notes, bonds, mortgages and assessments payable .. 6,198,170 ------------ Total liabilities ............... 12,548,567 Stockholders' equity Common stock - no par value; authorized, 736,668 shares; issued and outstanding, 716,608 shares ............................. 8,500 Class B common stock - $1.00 par value; authorized, 491,112 shares; issued and outstanding, 86,100 shares .............................. 86,100 Additional paid-in capital .................... 581,527 Retained earnings ............................. 7,281,046 7,957,173 ------------ ------------ $ 20,505,740 ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the three months ended March 31, 2000 1999 ---------- ---------- Revenues Land ...................................... $1,480,079 $ 803,614 Deferred profit recognized on installment sales .................... -- 322 Rentals ................................... 240,175 171,985 ---------- ---------- 1,720,254 975,921 Costs and expenses Cost of land revenues ..................... 368,436 108,038 Cost of rentals ........................... 45,637 36,684 Other general and administrative .......... 417,162 453,633 ---------- ---------- 831,235 598,355 ---------- ---------- Income from operations ................. 889,019 377,566 Other (income) expense Interest income ........................... (65,718) (38,752) Gain on sale of property and equipment ............................ (30) -- Other (income) loss ....................... (4,014) 7,040 Interest expense .......................... 138,516 103,962 ---------- ---------- 68,754 72,250 ---------- ---------- Earnings before income taxes............ 820,265 305,316 Income tax expense ........................... 328,000 123,000 ---------- ---------- NET EARNINGS ........................... $ 492,265 $ 182,316 ========== ========== Weighted average common and common equivalent shares outstanding, basic and diluted ............ 802,708 802,708 ========== ========== Basic and diluted earnings per common share .......................... $ 0.61 $ 0.23 ========== ========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the nine months ended March 31, 2000 1999 ---------- ---------- Revenues Land ...................................... $5,813,280 $4,210,847 Deferred profit recognized on installment sales .................... -- 30,306 Rentals ................................... 644,948 530,280 ---------- ---------- 6,458,228 4,771,433 Costs and expenses Cost of land revenues ..................... 1,200,183 429,981 Cost of rentals ........................... 208,807 130,315 Other general and administrative .......... 1,321,085 1,440,603 ---------- ---------- 2,730,075 2,000,899 ---------- ---------- Income from operations ................. 3,728,153 2,770,534 Other (income) expense Interest income ........................... (173,142) (93,271) Gain on sale of property and equipment ............................ (80) -- Other, net ................................ (11,701) 478 Interest expense .......................... 467,295 404,517 ---------- ---------- 282,372 311,724 ---------- ---------- Earnings before income taxes............ 3,445,781 2,458,810 Income tax expense ........................... 1,378,000 984,000 ---------- ---------- NET EARNINGS ........................... $2,067,781 $1,474,810 ========== ========== Weighted average common and common equivalent shares outstanding, basic and diluted ............ 802,708 802,708 ========== ========== Basic and diluted earnings (loss) per common share .................. $ 2.58 $ 1.84 ========== ========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the nine months ended March 31, 2000 1999 ------------ ------------ Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 5,113,226 $ 4,225,670 Development and closing costs paid on land sales ............................... (918,589) (1,068,656) Cash received from rental operations .......... 648,028 536,197 Cash paid for rental operations ............... (67,876) (208) Cash paid for property taxes .................. (82,271) (75,472) Interest received ............................. 173,605 93,498 Interest paid ................................. (469,309) (386,980) Income taxes paid ............................. (740,000) (171,245) Legal and other general and administrative costs paid ................... (1,421,581) (1,253,743) Other ......................................... 456,997 (171) ------------ ------------ Net cash provided by operating activities ........................ 2,692,230 1,898,890 ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties .............. (125,188) (52,881) Change in short-term investments .............. (93,881) -- Proceeds from sale of assets .................. 80 -- Proceeds from note receivable-related party ... 2,525 -- Cash distributions from partnerships, net ........................... 5,415 6,313 ------------ ------------ Net cash used by investing activities ........ (211,049) (46,568) ------------ ------------ Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ......................... 693,975 1,506,041 Repayments of bonds, mortgages, notes and assessments payable ............... (1,872,456) (1,833,250) Payment of dividends .......................... (802,708) (802,708) ------------ ------------ Net cash used in financing activities ....................... (1,981,189) (1,129,917) ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS ......................... 499,992 722,405 Cash and cash equivalents at beginning of period .......................... 1,300,182 3,209,893 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 1,800,174 $ 3,932,298 ============ ============ Reconciliation of net earnings to net cash provided by operating activities Net earnings ................................... $ 2,067,781 $ 1,474,810 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation .............................. 194,763 170,819 Profit recognized on prior years' installment sales ................ -- (30,306) Gain on sale of assets..................... (80) -- Change in assets and liabilities Income taxes recoverable/payable .......... 638,000 812,755 Rents receivable, accrued interest, property tax and other assets ........... 3,750 12,605 Real estate contracts ..................... (44,529) 34,441 Land and improvements held for future development ...................... 94,702 (602,583) Other assets .............................. (101,661) (79,230) Accounts and retainages payable, accrued interest and other liabilities ............................. (160,496) 105,579 ------------ ------------ Net cash provided by operating activities ......................... $ 2,692,230 $ 1,898,890 ============ ============ WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) March 31, 2000 1. The balance sheet at March 31, 2000, statements of cash flows for the nine month periods ended March 31, 2000 and March 31, 1999 and statements of operations for the three and nine month periods ended March 31, 2000 and March 31, 1999 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, 1999. The results of operations for the nine months ended March 31, 2000 are not necessarily indicative of operating results for the full year. 2. The computation of net earnings per common 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 nine and three month periods ended March 31, 2000 and March 31, 1999 was 802,708. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During the nine months ended March 31, 2000, the Company's cash and cash equivalents increased by $ 499,992. During this period, operations provided $2,692,230, the Company invested $211,049, net, in fixed and other assets, retired $1,872,456 of debt, borrowed $693,975 and paid dividends in the amount of $802,708. During the third quarter of the current fiscal year, the Company had revenues of $1,720,254 compared to $975,921 during the same period in the prior fiscal year. Operating costs and expenses during the three months ended March 31, 2000, were $831,235 compared to $598,355 during the comparable period in 1999. Although revenues increased appreciably in 2000, costs were higher and operating income increased by approximately $511,000. Revenue for the current year to date is $6,458,228 compared to $4,771,433 in 1999. The difference in revenue this year is due primarily to increased sales of large single parcels over 1999. Operating costs and expenses for the current fiscal year to date are also higher at $2,730,075 compared to $2,000,899 in 1999. Prior to June 30, 2000, the Company may expend approximately $1,500,000 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. To date, the Company has noted no adverse consequences related to year 2000 issues. Management will continue to monitor the Company's internal systems and exchanges with third party vendors, suppliers, service providers and customers. The total cost of compliance in both information and non-information technology systems has been approximately $30,000. Since a substantial portion of this cost has been third party hardware and software, the effect on net earnings has been immaterial. Changes in internal systems are complete and any remaining costs will be insignificant. Determination of level of risk in the Company's material relationships with third parties is considered negligible. Therefore, contingency plans have not been made. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Other than the ordinary routine litigation incidental to the Company's business, neither the Company nor any member of management is the subject of any pending or threatened legal proceeding. ITEM 2. CHANGES IN SECURITIES NONE ITEM 3. DEFAULTS IN SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NONE 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-B. (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: May 5, 2000 By: Barbara Page --------------------------- Barbara Page, President, Chief Executive Officer and Chief Accounting Officer EX-27 2
5 9-MOS JUN-30-1999 MAR-31-1999 1800174 2671900 278978 0 0 0 916811 529230 20505740 0 6198170 0 0 94600 7862573 20505740 5813280 6458228 1200183 1408990 1603457 0 467295 3445781 1378000 2067781 0 0 0 2067781 2.58 2.58
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