-----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, SCtf1gqqZAPQdklCWhBaeyc6dYs9LSDrknZL3plDozWojaRH5VTVLk20sWp9vKyv vbwWnwB/LwR2OFiyVqMOUg== 0001008878-96-000026.txt : 19960509 0001008878-96-000026.hdr.sgml : 19960509 ACCESSION NUMBER: 0001008878-96-000026 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960508 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: 96557798 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 March 31, 1996 [ ]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 May 7, 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) March 31, 1996 ASSETS Cash and cash equivalents ........................ $ 1,718,904 Receivables: Real estate contracts ......................... $ 150,792 Less related deferred profit ............. 106,272 ----------- 44,520 Other receivables ............................. 55,183 Accrued interest .............................. 1,705 101,408 ----------- Land and improvements held for future development ............................ 5,428,792 Income producing properties, net ................. 3,702,047 Property and equipment, net of accumulated depreciation of $338,873 ...................... 407,373 Investment in partnerships and joint ventures .... 497,745 Other ............................................ 608,791 ----------- $12,465,060 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities ......................... $ 810,892 Accrued interest payable ......................... 46,513 Deferred income taxes ............................ 3,265,000 Notes, bonds, mortgages and assessments payable .. 3,970,171 ----------- Total liabilities ............... 8,092,576 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 ............................. 3,782,682 ----------- 4,372,484 ----------- $12,465,060 =========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 3 months ended March 31, 1996 1995 --------- --------- Revenues Land ...................................... $ 465,617 $ 101,027 Deferred profit recognized on installment sales .................... 9,049 34,002 Rentals ................................... 117,978 35,411 --------- --------- 592,644 170,440 Costs and expenses Cost of land revenues ..................... 158,144 2,330 Cost of rentals ........................... 35,771 5,006 Other general and administrative .......... 416,857 469,879 Legal ..................................... 16,869 16,858 --------- --------- 627,641 494,073 --------- --------- Loss from operations ................... (34,997) (323,633) Other (income) expense Interest income ........................... (13,966) (155) Gain on sale of property and equipment ............................ (50) (1,248) Other income .............................. (17,468) (30,361) Interest expense .......................... 83,949 27,054 Loss on partnership operations ............ 4,919 -- --------- --------- 57,384 (4,710) --------- --------- Loss before income taxes ............... (92,381) (318,923) Income tax expense ........................... -- -- --------- --------- NET LOSS ............................... $ (92,381) $(318,923) ========= ========= Weighted average common and common equivalent shares outstanding ............................... 795,208 767,708 ========= ========= Net loss per common and common equivalent share ................... $ (.12) $ (.42) ========= ========= WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 9 months ended March 31, 1996 1995 ----------- ----------- Revenues Land .................................... $ 1,763,517 $ 709,633 Deferred profit recognized on installment sales .................. 27,909 50,720 Rentals ................................. 300,234 55,630 ----------- ----------- 2,091,660 815,983 Costs and expenses Cost of land revenues ................... 648,342 14,976 Cost of rentals ......................... 102,290 21,218 Other general and administrative ........ 1,355,105 1,239,267 Legal ................................... 64,063 84,821 ----------- ----------- 2,169,800 1,360,282 ----------- ----------- Loss from operations ................. (78,140) (544,299) Other (income) expense Interest income ......................... (82,186) (98,784) Gain on sale of property and equipment .......................... (200) (1,488) Other income ............................ (50,793) (110,638) Interest expense ........................ 264,598 77,601 Loss on partnership operations .......... 6,567 -- ----------- ----------- 137,986 (133,309) ----------- ----------- Loss before income taxes ............. (216,126) (410,990) Income tax expense ......................... -- -- ----------- ----------- NET LOSS ............................. $ (216,126) $ (410,990) =========== =========== Weighted average common and common equivalent shares outstanding ............................. 792,153 767,708 =========== =========== Net loss per common and common equivalent share ................. $ (.27) $ (.54) =========== =========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the nine months ended March 31, 1996 1995 ------------ ------------ Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 2,411,213 $ 678,288 Cash paid to develop real estate .............. (522,298) (1,120,099) Cash received from rental operations .......... 292,510 202,328 Cash paid for rental operations ............... (3,336) (11,194) Cash paid for property taxes and maintenance ............................ (97,440) (54,140) Purchase of investments ....................... -- (14,682,908) Proceeds on sale and maturity of investments .. -- 15,709,794 Interest received ............................. 70,192 79,516 Interest paid ................................. (264,598) (31,632) Income taxes(paid)received .................... (214,113) 6,603 Legal and other general and administrative costs paid ................... (1,579,080) (1,248,572) Other income .................................. 49,226 12,932 ------------ ------------ Net cash provided by (used in) operating activities ......... 216,406 (459,084) ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties .............. (53,483) (258,370) Proceeds from sale of assets .................. 200 -- Sinking fund deposit .......................... -- (248,760) Investment in partnerships .................... (486,166) (27,470) Net cash used in investing ................... -- -- activities .................................. (539,649) (534,600) ------------ ------------ Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ........................ 646,200 112,207 Proceeds from sale of stock ................... 96,425 -- Repayments of bonds, mortgages, notes and assessments payable ............... (142,656) (126,556) Payment of dividends .......................... (475,625) (767,708) ------------ ------------ Net cash provided by (used in) financing activities ........................ 124,344 (782,057) ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS ......................... (198,899) (1,775,741) Cash and cash equivalents at beginning of period .......................... 1,917,803 2,791,233 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 1,718,904 $ 1,015,492 ============ ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (CONTINUED) (unaudited) For the nine months ended March 31, 1996 1995 ----------- ----------- Reconciliation of net loss to net cash provided by (used in) operating activities Net loss ..................................... $ (216,126) $ (410,990) Adjustments to reconcile net earnings(loss)to net cash used in operating activities Depreciation ............................ 127,971 26,532 Collection on real estate contracts receivable .................. 471,983 85,946 Profit recognized on prior years' installment sales .............. (27,909) (50,720) Gain on sale of assets .................. (200) (1,488) Change in Investments ............................. -- 1,027,289 Deferred income taxes ................... -- 6,000 Rents receivable, accrued interest and other receivables ................. 174,456 (54,270) Land and improvements held for future development, income producing properties and investment in partnerships ............ 203,110 (1,123,840) Other assets ............................ (143,967) 10,522 Accounts and retainages payable, accrued interest and other liabilities .......................... (372,912) 25,935 ----------- ----------- Net cash provided by (used in) operating activities ............. $ 216,406 $ (459,084) =========== =========== WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) March 31, 1996 1. The balance sheet at March 31, 1996, statements of cash flows and statements of operations for the three month and nine month periods ended March 31, 1996 and March 31, 1995 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 nine months ended March 31, 1996 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 nine and three month periods ended March 31, 1996 were 792,153 and 795,208, respectively and for the nine and three month periods ended March 31, 1995 was 767,708. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. During the nine months ended March 31, 1996, the Company's cash and cash equivalents decreased by $198,899. During this period, the Company received $216,406 from operations, $646,200 from borrowing activities and $96,425 from the sale of stock, invested $539,649 in fixed and other assets and partnerships, retired $142,656 of debt and paid dividends in the amount of $475,625. During the third quarter of the current fiscal year, the Company had revenue of $592,644 compared to $170,440 during the same period in the prior fiscal year. Operating expenses during the three months ended March 31, 1996, were $627,641 compared to $894,073 during the comparable period in 1995. For the year to date, the Company has $2,091,660 in revenue and $2,169,800 in operating expense compared to revenues of $815,983 and expense of $1,360,282 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 $965,000 in this fiscal year and added $595,000 to the cost of sales for the period. In addition, the Company has acquired two commercial properties which have increased rental revenues and related interest and other rental costs substantially 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 rendered its opinion on October 23, 1995 affirming the trial court's decision awarding $75,000 in damages to Westland. Management believed the District Court erroneously applied New Mexico and federal law and that the Company was entitled to substantially greater damages. Thereafter, the Company filed its Petition for Writ of Certiorari with the New Mexico Supreme Court, which was denied. The Company filed a Petition for Writ of Certiorari with the United States Supreme Court in April 1996. There is no other material 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 NONE ITEM 5. OTHER INFORMATION During the third quarter Class A Director Raymundo Mares passed away. The vacancy on the Board created by Mr. Mares' passing was filled by the Board by the election of Charles V. Pena to fill Mr. Mares' remaining term. Mr. Charles V. Pena has for the last 3 years been the owner of C J's New Mexican Food Restaurant in Albuquerque, N. M. Prior to that for more than 20 years Mr. Pena was employed by Safeway Stores, Inc. in various capacities in Albuquerque, N. M. Mr. Pena served from 1993 - 1995 on the Board of St. Anthony's Brother Foundation, a non - profit corporation providing clothing and housing to low income persons. 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 In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WESTLAND DEVELOPMENT CO., INC. - ---------------------------------- May 7, 1996 Barbara Page - ---------------------------------- ---------------------------------- Barbara Page, President, Chief Executive Officer and Chief Accounting Officer EX-27 2
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