-----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, DiFh8z3i8KP6HhS+r9ejzKOIMeuim4kG8aDo/zQD90hLn2B7v+EVYEPw6ccGexzQ a5jiKhAySCxvCgl6fj3rCw== 0001008878-99-000004.txt : 19990208 0001008878-99-000004.hdr.sgml : 19990208 ACCESSION NUMBER: 0001008878-99-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990205 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: 99522854 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 December 31, 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 February 8, 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) December 31, 1998 ASSETS Cash and cash equivalents ........................ $ 4,083,705 Receivables: Real estate contracts ......................... $ 26,307 Less related deferred profit ............. 322 ------------ 25,985 Note receivable - related party ............... 62,783 Other receivables ............................. 36,035 124,803 ------------ Land and improvements held for future development ............................ 6,602,797 Income producing properties, net ................. 6,974,400 Property and equipment, net of accumulated depreciation of $472,169 ...................... 392,169 Investment in Partnerships and joint ventures .... 235,722 Other ............................................ 125,655 ------------ $ 18,539,251 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities ......................... $ 315,193 Deferred income taxes ............................ 5,561,000 Notes, bonds, mortgages and assessments payable .. 5,967,033 ------------ Total liabilities ............... 11,843,226 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 ............................. 6,019,898 6,696,025 ------------ ------------ $ 18,539,251 ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the three months ended December 31, 1998 1997 ----------- ----------- Revenues Land .................................... $ 3,103,827 $ 855,939 Deferred profit recognized on installment sales .................. 28,766 3,341 Rentals ................................. 174,985 172,896 ----------- ----------- 3,307,578 1,032,176 Costs and expenses Cost of land revenues ................... 150,015 148,376 Cost of rentals ......................... 47,654 54,356 General and administrative .............. 462,295 495,661 ----------- ----------- 659,964 698,393 ----------- ----------- Income from operations ............... 2,647,614 333,783 Other (income) expense Interest income ......................... (25,740) (24,274) Gain on sale of property and equipment ............................. -- (1,000) Other income ............................ (4,406) 18,821 Interest expense ........................ 135,189 156,564 ----------- ----------- 105,043 150,111 ----------- ----------- Earnings before income taxes ......... 2,542,571 183,672 Income tax expense ......................... 1,017,000 74,200 ----------- ----------- NET EARNINGS ......................... $ 1,525,571 $ 109,472 =========== =========== Weighted average common and common equivalent shares outstanding ............................. 802,708 802,708 =========== =========== Net earnings per common and common equivalent share ................. $ 1.90 $ .14 =========== =========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the six months ended December 31, 1998 1997 ----------- ----------- Revenues Land .................................... $ 3,407,232 $ 1,656,490 Deferred profit recognized on installment sales .................. 29,984 7,212 Rentals ................................. 358,295 348,593 ----------- ----------- 3,795,511 2,012,295 Costs and expenses Cost of land revenues ................... 321,943 177,548 Cost of rentals ......................... 93,630 109,475 General and administrative .............. 986,971 1,161,925 ----------- ----------- 1,402,544 1,448,948 ----------- ----------- Income from operations ............... 2,392,967 563,347 Other (income) expense Interest income ......................... (54,520) (52,027) Gain on sale of property and equipment ............................. -- (1,000) Other income ............................ (6,561) 17,255 Interest expense ........................ 300,555 322,055 ----------- ----------- 239,474 286,283 ----------- ----------- Earnings before income taxes ......... 2,153,493 277,064 Income tax expense ......................... 861,000 111,000 ----------- ----------- NET EARNINGS ......................... $ 1,292,493 $ 166,064 =========== =========== Weighted average common and common equivalent shares outstanding ............................. 802,708 802,708 =========== =========== Net earnings per common and common equivalent share ................. $ 1.61 $ .21 =========== =========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the six months ended December 31, 1998 1997 ----------- ----------- Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 3,462,469 $ 1,757,427 Development and closing costs paid on land sales ............................... (507,964) (231,834) Cash received from rental operations .......... 365,434 353,831 Cash paid for rental operations ............... (5,642) (3,267) Cash paid for property taxes .................. (76,592) (20,614) Interest received ............................. 54,531 51,579 Interest paid ................................. (294,283) (358,259) Income taxes paid ............................. (147,000) (80,000) General and administrative costs paid ......... (904,663) (969,688) Other ......................................... 3,752 (19,427) ----------- ----------- Net cash provided by operating activities ........................ 1,950,042 479,748 ----------- ----------- Cash flows from investing activities Capital expenditures for income producing and other properties .............. (43,789) (40,714) Proceeds from sale of assets .................. -- 1,000 Cash distributions from (investment in) partnerships, net ........................... (187) 7,911 ----------- ----------- Net cash used in investing activities ........ (43,976) (31,803) ----------- ----------- Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ......................... 800,000 692,064 Repayments of bonds, mortgages, notes and assessments payable ............... (1,029,546) (489,430) Payment of dividends .......................... (802,708) (602,031) ----------- ----------- Net cash used in financing activities ....................... (1,032,254) (399,397) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS ......................... 873,812 48,548 Cash and cash equivalents at beginning of period .......................... 3,209,893 2,331,150 ----------- ----------- Cash and cash equivalents at end of period ................................ $ 4,083,705 $ 2,379,698 =========== =========== Reconciliation of net earnings to net cash used in operating activities Net earnings ................................... $ 1,292,493 $ 166,064 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation .............................. 113,474 135,605 Profit recognized on prior years' installment sales ................ (29,984) (7,212) Deferred income tax ....................... 1,034,000 -- Gain on sale of assets .................... -- (1,000) Loss on retirement of assets .............. 2,071 -- Change in Income taxes recoverable/payable .......... (320,000) 31,000 Other receivables ......................... 10,863 93,700 Real estate contracts ..................... 33,466 (10,495) Land and improvements held for future development and income producing properties .................... (145,324) (60,824) Other assets .............................. (48,936) 75,268 Accounts and retainages payable, accrued interest and other liabilities ............................ 9,919 57,642 ----------- ----------- Net cash provided by operating activities ......................... $ 1,950,042 $ 479,748 =========== =========== WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) December 31, 1998 1. The balance sheet at December 31, 1998, statements of cash flows and statements of operations for the three months and six months ended December 31, 1998 and December 31, 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 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, 1998. The results of operations for the three months and six months ended December 31, 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 and six month periods ended December 31, 1998 and December 31, 1997 were 802,708. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During the six months ended December 31, 1998, the Company's cash and cash equivalents decreased by $ 873,812. During this period, operations provided $1,950,042, the Company invested $43,976 in fixed and other assets, retired $1,029,546 of debt, borrowed $800,000 and paid dividends in the amount of $802,708. During the second quarter of the current fiscal year, the Company had revenues of $3,307,578 compared to $1,032,176 during the same period in the prior fiscal year. Land revenues increased significantly primarily due to the sale in fiscal 1999 of a single parcel for approximately $2,605,000. Operating expenses during the three months ended December 31, 1998, were $659,964 compared to $698,393 during the comparable period in fiscal 1998. For the year to date, revenues were $3,795,511 in 1998 and $2,012,295 in 1997. Operating expenses were $1,402,544 and $1,448,948, respectively. Prior to June 30, 1999, the Company may expend approximately $800,000 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) (3) (i) (a) Certificate of Amendment of Articles of Incorporation. There are no other 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: February 8, 1999 By: Barbara Page --------------------------- Barbara Page, President, Chief Executive Officer and Chief Accounting Officer EX-27 2
5 6-MOS JUN-30-1999 DEC-30-1998 4083705 0 124803 0 6602797 0 864338 472169 18539251 0 5967033 94600 0 0 6601425 18539251 3407232 3795511 321943 415573 1226445 0 300555 2153493 861000 1292493 0 0 0 1292493 1.61 1.61
EX-3 3 Exhibit (3)(i)(a) CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF WESTLAND DEVELOPMENT CO., INC. Pursuant to the provisions of the Business Corporation Act of New Mexico, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is WESTLAND DEVELOPMENT CO., INC. SECOND: The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation at the annual meeting of shareholders held on November 13, 1998, in the manner prescribed by the Business Corporation Act of New Mexico, as follows: 1. Article IV For the Amendment of Article IV of the Company's Articles of Incorporation to delete from such Article the authority to issue Class A Stock. The remainder of the Article is not amended and remains the same. 2. Article VII: To amend the Articles of Incorporation to add thereto a new Article VII to provide that: "The vote required to amend these Articles of Incorporation shall be a simple majority of all shares entitled to notice of and to vote at any meeting of shareholders whereat any amendment to these Articles is proposed. 3. Article II: To amend Article II by replacing it in its entirety with the following language: "The period of this corporation's existence shall be in perpetuity". THIRD: The number of issued and outstanding shares of the Corporation's common stock entitled to vote on the Amendments at the meeting that adopted the Amendments on November 4, 1998, was 802,708 shares. FOURTH: The corporation has two classes of issued and outstanding common stock entitled to vote on the amendment, those being no par value common stock and Class B common stock. The aggregate of all such issued and outstanding shares at the time of the meeting of shareholders was 802,708. The amendments were not matters specified by Section 53-13-3 NMSA 1978 as requiring a vote by class. FIFTH: Of the 802,708 shares of issued and outstanding common stock entitled to vote on the amendments, they were voted as follows: 1. There were 550,252 shares voted for the Amendment of Article IV (68.55%) and 80,773 shares voted against the amendment (10.06%). 2. There were 558,762 shares voted for the Amendment creating a new Article VII (69.61%) and 71,428 shares voted against the amendment (8.89%). 3. There were 569,221 shares voted for the Amendment of Article II (70.91%) and 61,029 shares voted against the amendment (7.60%). SIXTH: The result of these amendments had no effect on the number of the Corporation's authorized shares or its stated capital. IN WITNESS WHEREOF, the said WESTLAND DEVELOPMENT CO., INC. has caused this Certificate of Amendment to be signed by its President and its Secretary and its corporate seal to be affixed hereto this __ day of November, 1998. WESTLAND DEVELOPMENT CO., INC. By: Barbara Page ----------------------- Barbara Page, President By: Lee Anaya ------------------------------ Lee Anaya, Assistant Secretary STATE OF NEW MEXICO ) )ss. COUNTY OF BERNALILLO ) On November 19, 1998, personally appeared before me, a Notary Public in and for the State of New Mexico, Barbara Page, President, and Lee Anaya, Assistant Secretary, of WESTLAND DEVELOPMENT CO., INC., a New Mexico corporation, who acknowledged that they executed the foregoing Certificate of Amendment of the Articles of Incorporation on behalf of WESTLAND DEVELOPMENT CO., INC. and that the statements therein contained are true. Linda J. Blair -------------- Linda J. Blair (Notary Public) My commission expires 8/15/2001 -----END PRIVACY-ENHANCED MESSAGE-----