-----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, RP2ojzxrro8SP0pqv+z1gEfKzNHFQ9kqm57pghFJJcHOEieUj7UAtr9sDp6yJctg pX8T6lLrMV/KRBQIIKVZpw== 0001008878-99-000015.txt : 19990517 0001008878-99-000015.hdr.sgml : 19990517 ACCESSION NUMBER: 0001008878-99-000015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 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: 99621881 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, 1999 [ ]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, 1999 ASSETS Cash and cash equivalents ........................ $ 3,932,298 Receivables: Real estate contracts ......................... $ 25,333 Note receivable - related party ............... 61,166 Other receivables ............................. 35,910 122,409 ------------ Land and improvements held for future development ............................ 7,060,056 Income producing properties, net ................. 6,932,281 Property and equipment, net of accumulated depreciation of $487,395 ...................... 386,035 Investment in Partnerships and joint ventures .... 234,789 Other ............................................ 152,452 ------------ $ 18,820,320 ============ LIABILITIES AND STOCKHOLDER'S EQUITY Accounts payable, accrued expenses and other liabilities ......................... $ 511,608 Deferred income taxes ............................ 5,561,000 Notes, bonds, mortgages and assessments payable .. 5,869,370 ------------ Total liabilities ............... 11,941,978 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 ............................. 6,202,215 6,878,342 ------------ ------------ $ 18,820,320 ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the three months ended March 31, 1999 1998 ---------- ---------- Revenues Land ...................................... $ 803,614 $2,286,529 Deferred profit recognized on installment sales .................... 322 7,211 Rentals ................................... 171,985 174,096 ---------- ---------- 975,921 2,467,836 Costs and expenses Cost of land revenues ..................... 108,038 192,230 Cost of rentals ........................... 36,684 54,084 Other general and administrative .......... 453,633 490,541 ---------- ---------- 598,355 736,855 ---------- ---------- Income from operations ................. 377,566 1,730,981 Other (income) expense Interest income ........................... (38,752) (11,555) Loss on sale of property and equipment ............................ -- 371 Other (income) loss ....................... 7,040 (4,090) Interest expense .......................... 103,962 158,869 ---------- ---------- 72,250 143,595 ---------- ---------- Earnings before income taxes............ 305,316 1,587,386 Income tax expense ........................... 123,000 635,000 ---------- ---------- NET EARNINGS ........................... $ 182,316 $ 952,386 ========== ========== Weighted average common and common equivalent shares outstanding, basic and diluted ............ 802,708 802,708 ========== ========== Basic and diluted earnings per common share .......................... $ 0.23 $ 1.19 ========== ========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the nine months ended March 31, 1999 1998 ---------- ---------- Revenues Land ...................................... $4,210,847 $3,943,021 Deferred profit recognized on installment sales .................... 30,306 14,422 Rentals ................................... 530,280 522,689 ---------- ---------- 4,771,433 4,480,132 Costs and expenses Cost of land revenues ..................... 429,981 369,778 Cost of rentals ........................... 130,315 163,559 Other general and administrative .......... 1,440,603 1,652,631 ---------- ---------- 2,000,899 2,185,968 ---------- ---------- Income from operations ................. 2,770,534 2,294,164 Other (income) expense Interest income ........................... (93,271) (63,581) Gain on sale of property and equipment ............................ -- (629) Other loss ................................ 478 13,165 Interest expense .......................... 404,517 480,759 ---------- ---------- 311,724 429,714 ---------- ---------- Earnings before income taxes............ 2,458,810 1,864,450 Income tax expense ........................... 984,000 746,000 ---------- ---------- NET EARNINGS ........................... $1,474,810 $1,118,450 ========== ========== Weighted average common and common equivalent shares outstanding, basic and diluted ............ 802,708 802,708 ========== ========== Basic and diluted earnings (loss) per common share .................. $ 1.84 $ 1.39 ========== ========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the nine months ended March 31, 1999 1998 ------------ ------------ Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 4,225,670 $ 3,803,977 Development and closing costs paid on land sales ............................... (1,068,656) (714,673) Cash received from rental operations .......... 536,197 525,019 Cash paid for rental operations ............... (208) (4,554) Cash received (paid) for property taxes ....... (75,472) 2,347 Interest received ............................. 93,498 64,473 Interest paid ................................. (386,980) (515,950) Income taxes paid ............................. (171,245) (150,000) Legal and other general and administrative costs paid ................... (1,253,743) (1,405,965) Other ......................................... (171) (18,585) ------------ ------------ Net cash provided by operating activities ........................ 1,898,890 1,586,089 ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties .............. (52,881) (40,714) Proceeds from sale of assets .................. -- 3,000 Cash distributions from partnerships, net ........................... 6,313 13,000 ------------ ------------ Net cash used by investing activities ........ (46,568) (24,714) ------------ ------------ Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ......................... 1,506,041 692,064 Repayments of bonds, mortgages, notes and assessments payable ............... (1,833,250) (1,169,110) Payment of dividends .......................... (802,708) (602,031) ------------ ------------ Net cash used in financing activities ....................... (1,129,917) (1,079,077) ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS ......................... 722,405 482,298 Cash and cash equivalents at beginning of period .......................... 3,209,893 2,331,150 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 3,932,298 $ 2,813,448 ============ ============ Reconciliation of net earnings to net cash provided by operating activities Net earnings ................................... $ 1,474,810 $ 1,118,450 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation .............................. 170,819 201,730 Profit recognized on prior years' installment sales ................ (30,306) (14,422) Gain on sale of assets..................... -- (629) Change in assets and liabilities Income taxes recoverable/payable .......... 812,755 596,000 Rents receivable, accrued interest, property tax and other assets ........... 12,605 (73,335) Real estate contracts ..................... 34,441 47 Land and improvements held for future development ...................... (602,583) (435,058) Other assets .............................. (79,230) 86,414 Accounts and retainages payable, accrued interest and other liabilities ............................. 105,579 106,892 ------------ ------------ Net cash provided by operating activities ......................... $ 1,898,890 $ 1,586,089 ============ ============ WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) March 31, 1999 1. The balance sheet at March 31, 1999, statements of cash flows for the nine month periods ended March 31, 1999 and March 31, 1998 and statements of operations for the three and nine month periods ended March 31, 1999 and March 31, 1998 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 nine months ended March 31, 1999 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, 1999 and March 31, 1998 was 802,708. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During the nine months ended March 31, 1999, the Company's cash and cash equivalents increased by $ 722,405. During this period, operations provided $1,898,890, the Company invested $46,568, net, in fixed and other assets, retired $1,833,250 of debt, borrowed $1,506,041 and paid dividends in the amount of $802,708. During the third quarter of the current fiscal year, the Company had revenues of $975,921 compared to $2,467,836 during the same period in the prior fiscal year. Operating costs and expenses during the three months ended March 31, 1999, were $598,355 compared to $736,855 during the comparable period in 1998. Although there was a material decrease in revenue for the quarter from fiscal 1998 to 1999, total revenue for the current year to date is $4,771,433 compared to $4,480,132 in 1998. The difference in quarterly revenue is due to timing differences of large, single parcel sales to the National Park Service. Operating costs and expenses for the current fiscal year to date are $2,000,899 compared to $2,185,968 in 1998. 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. Changes in internal systems are taking place in the second 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: May 12, 1999 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 3932298 0 122409 0 7060056 0 873430 487395 18820320 0 5869370 0 0 94600 6783742 18820320 4210847 4771433 429981 560296 1752327 0 404517 2458810 984000 1474810 0 0 0 1474810 1.84 1.84
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