-----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, HYweYoUNbAmGj1eH5UOna+1+NBiMyJb9S3NpGZYkAFwho9WY2CQ9pix1TBi9oshP bmCE/bQY2Z1BEwcb04DiMQ== 0001008878-99-000002.txt : 19990111 0001008878-99-000002.hdr.sgml : 19990111 ACCESSION NUMBER: 0001008878-99-000002 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990108 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/A SEC ACT: SEC FILE NUMBER: 000-07775 FILM NUMBER: 99503419 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/A 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 September 30, 1998 [ ]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 6, 1998: 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) September 30, 1998 ASSETS Cash and cash equivalents ........................ $ 1,707,231 Receivables: Real estate contracts ......................... $ 57,546 Less related deferred profit ............. 29,088 ------------ 28,458 Note receivable - related party ............... 64,360 Other receivables ............................. 67,764 160,582 ------------ Land and improvements held for future development ............................ 6,328,842 Income producing properties, net ................. 7,016,520 Property and equipment, net of accumulated depreciation of $457,299 ...................... 373,808 Investment in Partnerships and joint ventures .... 237,716 Other ............................................ 117,616 ------------ $ 15,942,315 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities ......................... $ 337,525 Deferred income taxes ............................ 4,527,000 Notes, bonds, mortgages and assessments payable .. 5,907,336 ------------ Total liabilities ............... 10,771,861 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, 86,100 shares .............................. 86,100 Additional paid-in capital .................... 581,527 Retained earnings ............................. 4,494,327 5,170,454 ------------ ------------ $ 15,942,315 ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 3 months ended September 30, 1998 1997 ----------- ----------- Revenues Land ...................................... $ 303,405 $ 800,552 Deferred profit recognized on installment sales .................... 1,218 3,871 Rentals ................................... 183,310 175,696 --------- --------- 487,933 980,119 Costs and expenses Cost of land revenues ..................... 171,928 29,172 Cost of rentals ........................... 45,976 55,119 General and administrative ................ 524,676 666,429 --------- --------- 742,580 750,720 --------- --------- (Loss)income from operations ........... (254,647) 229,399 Other (income) expense Interest income ........................... (28,779) (27,753) Other income .............................. (2,156) (1,566) Interest expense .......................... 165,366 165,326 --------- --------- 134,431 136,007 --------- --------- (Loss)earnings before income taxes...... (389,078) 93,392 Income tax (benefit)expense .................. (156,000) 36,800 --------- --------- NET (LOSS)EARNINGS ..................... $(233,078) $ 56,592 ========= ========= Weighted average common and common equivalent shares outstanding ............................... 802,708 802,708 ========= ========= Net earnings (loss) per common and common equivalent share ................... $ (.29) $ .07 ========= ========= WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the three months ended September 30, 1998 1997 ------------- ------------- Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 247,680 $ 870,349 Development and closing costs paid on land sales ............................... (105,075) (90,813) Cash received from rental operations .......... 216,125 170,017 Cash paid for rental operations ............... (1,785) (1,709) Cash (paid) received for property taxes ....... (31,384) (485) Interest received ............................. 28,255 28,515 Interest paid ................................. (165,023) (202,087) Income taxes paid ............................. (146,999) -- General and administrative costs paid ......... (437,536) (425,169) Other ......................................... 1,276 1,529 ------------ ------------ Net cash (used) provided by operating activities ........................ (394,466) 350,147 ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties .............. (16,245) (1,959) ------------ ------------ Net cash used in investing activities ........ (16,245) (1,959) ------------ ------------ Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ......................... -- 162,063 Repayments of bonds, mortgages, notes and assessments payable ............... (289,243) (387,457) Payment of dividends .......................... (802,708) (602,031) ------------ ------------ Net cash used in financing activities ....................... (1,091,951) (827,425) ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS ......................... (1,502,662) (479,237) Cash and cash equivalents at beginning of period .......................... 3,209,893 2,331,150 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 1,707,231 $ 1,851,913 ============ ============ Reconciliation of net earnings (loss) to net cash used in operating activities Net (loss) earnings ............................ $ (233,078) $ 56,592 Adjustments to reconcile net earnings (loss) to net cash provided (used) in operating activities Depreciation .............................. 56,484 67,959 Profit recognized on prior years' installment sales ................ (1,218) (3,871) Change in Rents receivable, accrued interest, property tax and other assets ........... (22,444) 26,968 Real estate contracts ..................... 2,228 (18,992) Land and improvements held for future development and income producing properties .................... 128,631 (65,122) Other assets .............................. (35,320) 82,995 Accounts and retainages payable, accrued interest and other liabilities ............................ (289,749) 203,618 ------------ ------------ Net cash (used in) provided by operating activities ......................... $ (394,466) $ 350,147 ============ ============ WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) September 30, 1998 1. The balance sheet at September 30, 1998, statements of cash flows and statements of operations for the three months ended September 30, 1998 and September 30, 1997 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, 1998. The results of operations for the three months ended September 30, 1998 are not necessarily indicative of operating results for the full year. 2. The computation of net earnings (loss) 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 three month periods ended September 30, 1998 and September 30, 1997 were 802,708. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During the three months ended September 30, 1998, the Company's cash and cash equivalents decreased by $ 1,502,662. During this period, operations used $394,466, the Company invested $16,245 in fixed and other assets, retired $289,243 of debt and paid dividends in the amount of $802,708. During the first quarter of the current fiscal year, the Company had revenues of $487,933 compared to $980,119 during the same period in the prior fiscal year. Land revenues decreased significantly primarily due to the sale in 1998 of a single parcel for approximately $670,000. Operating expenses during the three months ended September 30, 1998, were $742,580 compared to $750,720 during the comparable period in 1997. The Company may expend approximately $900,000 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. Presently, management has not completed its assessment of Year 2000 issues. The total cost of compliance in both information and non-information technology systems is expected to be less than $30,000. Since a substantial portion of this cost is third party hardware and software, the effect on net earnings will be less than the total. Completion of changes in internal systems is expected to occur in the first quarter of calendar 1999. Determination of level of risk in the Company's material relationships with third parties is incomplete, but is expected to be finished by fiscal year end, and is considered negligible. Therefore, contingency plans have not been formulated at this time. 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 6, 1997 By: Barbara Page --------------------------- Barbara Page, President, Chief Executive Officer and Chief Accounting Officer EX-27 2
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