-----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, PfHDoGbUljvC6c3d/cRi7rmY6W0+01Ih19UBg6+cnz2Y7YpSywDCJIrRGYeFZ4II gRKU06D6XfUq1KZwO5/FWw== 0001008878-99-000035.txt : 19991115 0001008878-99-000035.hdr.sgml : 19991115 ACCESSION NUMBER: 0001008878-99-000035 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 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: 99749151 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 September 30, 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 November 11, 1999: No Par Value Common: 716,608 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, 1999 ASSETS Cash and cash equivalents ........................ $ 177,025 Short-term investments ........................... 5,487,842 Receivables: Real estate contracts ......................... $ 72,857 Note receivable - related party ............... 59,023 Other receivables ............................. 182,199 314,079 ------------ Land and improvements held for future development ............................ 6,436,122 Income producing properties, net ................. 8,173,671 Property and equipment, net of accumulated depreciation of $494,429 ...................... 374,322 Investment in Partnerships and joint ventures .... 243,117 Other ............................................ 197,857 ------------ $ 21,404,035 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities ......................... $ 414,597 Current income taxes ............................. 1,166,000 Deferred income taxes ............................ 5,312,000 Notes, bonds, mortgages and assessments payable .. 6,889,969 ------------ Total liabilities ............... 13,782,566 Stockholders' equity Common stock - no par value; authorized, 736,668 shares; issued and outstanding, 716,608 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 ............................. 6,945,342 7,621,469 ------------ ------------ $ 21,404,035 ============ WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF OPERATIONS (unaudited) For the 3 months ended September 30, 1999 1998 ----------- ---------- Revenues Land ...................................... $ 3,955,257 $ 303,405 Deferred profit recognized on installment sales .................... -- 1,218 Rentals ................................... 205,597 183,310 ----------- ---------- 4,160,854 487,933 Costs and expenses Cost of land revenues ..................... 715,452 171,928 Cost of rentals ........................... 51,339 45,976 General and administrative ................ 430,990 524,676 ----------- ---------- 1,197,781 742,580 ----------- ---------- (Loss)income from operations ........... 2,963,073 (254,647) Other (income) expense Interest income ........................... (45,119) (28,779) Other income .............................. (70,694) (2,156) Interest expense .......................... 175,808 165,366 ----------- ---------- 59,995 134,431 ----------- ---------- (Loss)earnings before income taxes...... 2,903,078 (389,078) Income tax expense (benefit).................. 1,171,000 (156,000) ----------- ---------- NET EARNINGS (LOSS) .................... $ 1,732,078 $(233,078) =========== ========== Weighted average common shares outstanding ............................... 802,708 802,708 =========== ========== Earnings (loss) per common share ............. $ 2.16 $ (.29) =========== ========== WESTLAND DEVELOPMENT CO., INC. STATEMENTS OF CASH FLOWS (unaudited) For the three months ended September 30, 1999 1998 ------------- ------------- Cash flows from operating activities Cash received from land sales and collections on real estate contracts receivable ................. $ 3,922,889 $ 247,680 Development and closing costs paid on land sales ............................... (162,097) (105,075) Cash received from rental operations .......... 211,149 216,125 Cash paid for rental operations ............... (4,050) (1,785) Cash (paid) received for property taxes ....... (8,507) (31,384) Interest received ............................. 44,439 28,255 Interest paid ................................. (173,794) (165,023) Income taxes paid ............................. -- (146,999) General and administrative costs paid ......... (664,339) (437,536) Other ......................................... 1,474 35 ------------ ------------ Net cash (used) provided by operating activities ........................ 3,167,164 (395,707) ------------ ------------ Cash flows from investing activities Capital expenditures for income producing and other properties .............. (84,309) (16,245) Investment in partnerships and joint ventures . (7,584) -- Change in short-term investments .............. (2,909,823) -- Proceeds from note receivable-related party ... 785 1,241 ------------ ------------ Net cash used in investing activities ........ (3,000,931) (15,004) ------------ ------------ Cash flows from financing activities Borrowing on notes, mortgages and assessments payable ......................... 281,476 -- Repayments of bonds, mortgages, notes and assessments payable ............... (768,158) (289,243) Payment of dividends .......................... (802,708) (802,708) ------------ ------------ Net cash used in financing activities ....................... (1,289,390) (1,091,951) ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS ......................... (1,123,157) (1,502,662) Cash and cash equivalents at beginning of period .......................... 1,300,182 3,209,893 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 177,025 $ 1,707,231 ============ ============ Reconciliation of net earnings (loss) to net cash used in operating activities Net (loss) earnings ............................ $ 1,732,078 $ (233,078) Adjustments to reconcile net earnings (loss) to net cash provided (used) in operating activities Depreciation .............................. 64,378 56,484 Profit recognized on prior years' installment sales ................ -- (1,218) Change in Rents receivable, accrued interest, property tax and other assets ........... (142,868) (23,685) Real estate contracts ..................... (48,566) 2,228 Land and improvements held for future development and income producing properties .................... 545,456 128,631 Other assets .............................. (49,442) (35,320) Accounts and retainages payable, accrued interest and other liabilities ............................ (104,872) (289,749) Income taxes payable ...................... 1,171,000 -- ------------ ------------ Net cash (used in) provided by operating activities ......................... $ 3,167,164 $ (395,707) ============ ============ WESTLAND DEVELOPMENT CO., INC. NOTES TO THE FINANCIAL STATEMENTS (unaudited) September 30, 1999 1. The balance sheet at September 30, 1999, statements of cash flows and statements of operations for the three months ended September 30, 1999 and September 30, 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 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, 1999. The results of operations for the three months ended September 30, 1999 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, 1999 and September 30, 1998 were 802,708. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS During the three months ended September 30, 1999, the Company's cash and cash equivalents decreased by $1,123,157. During this period, operations provided $3,167,164, the Company invested $3,000,931 in fixed and other assets, primarily in short-term investments, retired $486,682 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 $4,160,854 compared to $487,933 during the same period in the prior fiscal year. Land revenues increased 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, 1999, were $1,197,781 compared to $742,580 during the comparable period in 1998. The increase was due principally to an increase in cost of land revenues of $543,524, partially offset by a decrease in general and administrative expense of $93,686. The Company may expend approximately $1,500,000 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. Management has assessed the Year 2000 issues and determined that their consequences would not have a material effect on the Company's business, results of operations or financial condition. The total cost of compliance in both information and non-information technology systems has been approximately $30,000. Since a substantial portion of this cost is third party hardware and software, the effect on net earnings has been be immaterial. Changes in internal systems are substantially complete and any remaining costs will be insignificant. Determination of level of risk in the Company's material relationships with third parties is incomplete, but is expected to be finished by 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 11, 1999 By: Barbara Page --------------------------- Barbara Page, President, Chief Executive Officer and Chief Accounting Officer EX-27 2
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