10QSB 1 0001.txt 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 September 30, 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 November 9, 2000: No Par Value Common: 715,058 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) September 30, 2000 ASSETS Cash and cash equivalents ........................ $ 427,968 Short-term investments ........................... 1,586,581 Receivables: Real estate contracts ......................... $ 65,067 Note receivable - related party ............... 102,259 Other receivables ............................. 164,243 331,569 ------------ Land and improvements held for future development ............................ 6,945,765 Income producing properties, net ................. 12,043,948 Property and equipment, net of accumulated depreciation of $544,133 ...................... 372,083 Investment in Partnerships and joint ventures .... 234,530 Income taxes receivable .......................... 249,585 Other ............................................ 167,615 ------------ $ 22,359,644 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities ......................... $ 514,539 Deferred income taxes ............................ 5,369,049 Notes, bonds, mortgages and assessments payable .. 9,574,313 ------------ Total liabilities ............... 15,457,901 Stockholders' equity Common stock - no par value; authorized, 736,668 shares; issued and outstanding, 715,058 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 ............................. 6,225,616 6,901,743 ------------ ------------ $ 22,359,644 ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 3 months ended September 30, 2000 1999 ----------- ----------- Revenues Land ...................................... $ 331,537 $ 3,955,257 Rentals ................................... 219,184 205,597 ----------- ----------- 550,721 4,160,854 Costs and expenses Cost of land revenues ..................... 185,433 715,452 Cost of rentals ........................... 60,615 51,339 General and administrative ................ 664,196 430,990 ----------- ----------- 910,244 1,197,781 ----------- ----------- (Loss) income from operations .......... (359,523) 2,963,073 Other (income) expense Interest income ........................... (56,988) (45,119) Other income .............................. (5,921) (70,694) Interest expense .......................... 146,287 175,808 ----------- ----------- 83,378 59,995 ----------- ----------- (Loss) earnings before income taxes .... (442,901) 2,903,078 Income tax (benefit) expense ................. (177,000) 1,171,000 ----------- ----------- NET (LOSS) EARNINGS .................... $ (265,901) $ 1,732,078 =========== =========== Weighted average common shares outstanding ............................... 801,380 802,708 =========== =========== (Loss) earnings per common share ............. $ (.33) $ 2.16 =========== =========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the three months ended September 30, 2000 1999 ------------ ------------- Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 329,807 $ 3,922,889 Development and closing costs paid on land sales ............................... (154,948) (162,097) Cash received from rental operations .......... 217,987 211,149 Cash paid for rental operations ............... (10,690) (4,050) Cash received (paid) for property taxes ....... 18,930 (8,507) Interest received ............................. 56,419 44,439 Interest paid ................................. (137,105) (173,794) Income taxes paid ............................. (50,000) -- General and administrative costs paid ......... (652,457) (664,339) Other ......................................... 5,921 1,474 ------------ ------------ Net cash (used) provided by operating activities ........................ (376,136) 3,167,164 ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties .............. (3,952,194) (84,309) Investment in partnerships and joint ventures . 179 (7,584) Change in short-term investments .............. (1,476,667) (2,909,823) Proceeds from note receivable-related party ... 816 785 ------------ ------------ Net cash used in investing activities ........ (5,427,866) (3,000,931) ------------ ------------ Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ......................... 3,429,135 281,476 Repayments of bonds, mortgages, notes and assessments payable ............... (70,252) (768,158) Payment of dividends .......................... (1,003,623) (802,708) Purchase of common stock ...................... (5,850) -- ------------ ------------ Net cash provided (used) in financing activities ....................... 2,349,410 (1,289,390) ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS ......................... (3,454,592) (1,123,157) Cash and cash equivalents at beginning of period .......................... 3,882,560 1,300,182 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 427,968 $ 177,025 ============ ============ Reconciliation of net (loss) earnings to net cash used in operating activities Net (loss) earnings ............................ $ (265,901) $ 1,732,078 Adjustments to reconcile net (loss) earnings to net cash used provided by operating activities Depreciation .............................. 66,416 64,378 Change in Rents receivable, accrued interest, property tax and other assets ........... (9,647) (142,868) Real estate contracts ..................... 1,790 (48,566) Land and improvements held for future development and income producing properties .................... 25,557 545,456 Other assets .............................. (5,824) (49,442) Accounts and retainages payable, accrued interest and other liabilities ............................. 38,473 (104,872) Income taxes payable ...................... (227,000) 1,171,000 ------------ ------------ Net cash (used in) provided by operating activities ......................... $ (376,136) $ 3,167,164 ============ ============ WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) September 30, 2000 1. The balance sheet at September 30, 2000, statements of cash flows and statements of operations for the three months ended September 30, 2000 and September 30, 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 principles 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, 2000. The results of operations for the three months ended September 30, 2000 are not necessarily indicative of operating results for the full year. 2. The computation of earnings (loss) per common share has been based upon the weighted average number of shares of outstanding common stock and common stock issuable without further consideration, which for the three month periods ended September 30, 2000 and September 30, 1999 were 801,380 and 802,708, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During the three months ended September 30, 2000, the Company's cash and cash equivalents decreased by $3,454,592. During this period, operations used $376,136, the Company invested $5,427,866 in fixed and other assets, primarily in income producing and short-term investments, incurred $3,429,135 of debt and paid dividends in the amount of $1,003,623. During the first quarter of the current fiscal year, the Company had revenues of $550,721 compared to $4,160,854 during the same period in the prior fiscal year. Land revenues decreased significantly primarily due to the sale in 1999 of a two parcels for approximately $3,063,000. Operating expenses during the three months ended September 30, 2000, were $910,244 compared to $1,197,781 during the comparable period in 1999. The decrease was due principally to a decrease in cost of land revenues of $530,019, partially offset by an increase in general and administrative expense of $233,206. The Company may expend approximately $1,692,000 by June 30, 2002 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 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: November 9, 2000 By: Barbara Page --------------------------- Barbara Page, President, Chief Executive Officer and Chief Accounting Officer