-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NXgO3GuiseB1vitwuMxp1da17Ge+idvMUFvt+Cv11qDP5SbrwMccbPKYovn9FZjo osg06pJT4th/MY3IRsNSug== 0000071478-94-000007.txt : 19940817 0000071478-94-000007.hdr.sgml : 19940817 ACCESSION NUMBER: 0000071478-94-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MEXICO & ARIZONA LAND CO CENTRAL INDEX KEY: 0000071478 STANDARD INDUSTRIAL CLASSIFICATION: 6519 IRS NUMBER: 430433090 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00497 FILM NUMBER: 94542402 BUSINESS ADDRESS: STREET 1: 2810 N 3RD ST STREET 2: STE 203 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022665455 MAIL ADDRESS: STREET 1: 2810 N 3RD STREET STREET 2: SUITE 203 CITY: PHOENIX STATE: AZ ZIP: 85004 10-Q 1 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended June 30, 1994, Commission File Number: 0-497 NEW MEXICO AND ARIZONA LAND COMPANY (Exact name of registrant as specified in its charter) Arizona 43-0433090 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2810 North Third Street, Suite 203, Phoenix, Arizona 85004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 602/266-5455 Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve 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 / / Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, no par value 2,479,853 Class Outstanding at June 30,1994 2 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q Page Number PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated statements of operations for the three and six months ended June 30, 1994 and 1993 3 Consolidated balance sheets as of June 30, 1994 and December 31, 1993 4 Consolidated statements of cash flows for the six months ended June 30,1994 and 1993 5 Notes to consolidated financial statements 6 Item 2. Management's discussion and analysis of financial condition and results of operations 7 PART II - OTHER INFORMATION 8 SIGNATURES 8 3 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Quarter ended Six months June 30, ended June 30, (In thousands, except per share data) 1994 1993 1994 1993 - - -------------------------------------------------------------------- Revenues: Property Sales $2,987 $1,926 $5,131 $3,076 Property rentals 739 860 1,511 1,616 Investment income 277 207 717 429 Other 97 91 147 161 ------ ------ ------ ------ 4,100 3,084 7,506 5,282 ------ ------ ------ ------ Expenses: Cost of property sales 1,508 1,211 2,794 1,784 Rental property 308 301 591 602 General and administrative 738 287 1,100 581 Interest 282 423 558 839 Depreciation/depletion/amortization 131 160 269 301 Other 2 5 4 8 ------ ------ ------ ------ 2,969 2,387 5,316 4,115 ------ ------ ------ ------ Income Before Joint Ventures, Minority Interests and Income Taxes 1,131 697 2,190 1,167 Loss from joint ventures (192) (38) (188) (58) Minority interests (260) (316) 0 ------ ------ ------ ------ Income Before Income Taxes 679 659 1,686 1,109 Provision for income taxes 285 261 697 440 ------ ------ ------ ------ NET INCOME $ 394 $ 398 $ 989 $ 669 ====== ====== ====== ====== NET INCOME PER SHARE OF COMMON STOCK $ 0.16 $ 0.16 $ 0.40 $ 0.27 ====== ====== ====== ====== AVERAGE NUMBER OF COMMON SHARES 2,480 2,481 2,480 2,481 ====== ====== ====== ====== See the accompanying Notes to Consolidated Financial Statements.
4 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q CONSOLIDATED BALANCE SHEETS
Unaudited June 30, December 31, (Dollars in thousands) 1994 1993 - - --------------------------------------------------------------------- ASSETS Properties, net $36,119 $35,899 Receivables, net 9,435 8,842 Investments in joint ventures 475 666 Cash and cash equivalents 1,058 534 Other 1,070 681 ------- ------- Total Assets $48,157 $46,622 ======= ======= LIABILITIES AND SHAREHOLDERS EQUITY Notes payable and lines of credit $16,180 $15,268 Accounts payable and accrued liabilities 1,074 1,306 Deferred revenue and commissions 5,122 5,566 Deferred income taxes 3,026 3,070 ------- ------- Total liabilities 25,402 25,210 Minority Interests 592 259 Shareholders' Equity: Common stock, no par value; 30,000,000 shares authorized; 2,490,679 shares issued; 2,479,853 shares outstanding 7,812 7,812 Additional paid-in capital 911 891 Retained earnings 13,532 12,542 Treasury stock, at cost,10,826 shares (92) (92) ------- ------- Total shareholders' equity 22,163 21,153 ------- ------- Total Liabilities and Shareholders Equity $48,157 $46,622 ======= ======= See the accompanying Notes to Consolidated Financial Statements.
5 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months ended June 30, 1994 1993 (Dollars in thousands) (Unaudited) - - ------------------------------------------------------------------- Cash Flow from Operating Activities: NET INCOME $989 $669 Non-cash items included above: Depreciation/depletion/amortization 269 301 Deferred revenue (957) (365) Deferred income taxes (44) (218) Loss from joint ventures 188 58 Minority interests 316 0 Employee restricted stock plan 20 29 Net change in: Receivables (680) 50 Land held for sale (362) (598) Other assets (133) 192 Accounts payable and accrued liabilities (232) 202 ------ ------ Net cash flow from operating activities (626) 320 Cash Flow From Investing Activities: Additions to properties (129) (2,015) Proceeds from sale of properties 2 57 Proceeds from notes receivable 601 596 Contribution to joint ventures 0 (18) Distributions from joint ventures 3 43 ------ ------ Net cash flow from investing activities 477 (1,337) Cash Flow From Financing Activities: Proceeds from debt 2,305 2,875 Payment of debt (1,649) (2,089) Capital contribution from minority interest partners 17 264 Purchase treasury shares 0 (51) ------ ------ Net cash flow from financing activities 673 999 ------ ------ Net increase (decrease) in cash and cash equivalents 524 (18) ------ ------ Cash and cash equivalents at beginning of year 534 216 ------ ------ Cash and cash equivalents at end of period $1,058 $ 198 ====== ====== See the accompanying Notes to Consolidated Financial Statements
6 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position, the results of operations and cash flows for the periods presented. The accompanying statements do not include all disclosures considered necessary for a fair presentation in conformity with generally accepted accounting principles. Therefore, it statements be read in conjunction with the notes to consolidated financial statements appearing in the Company's 1993 annual report to shareholders. 2. The results of operations for the three and six months ended June 30, 1994 and 1993, are not necessarily indicative of the results to be expected for the full year. 3. During the period ended June 30, 1994, the Company recorded an expense of $398,000, which is the total amount due under an employment agreement upon resignation of a certain officer. Mr. Richard E. Leonard resigned as Chairman, President and Chief Executive officer on June 27, 1994. The Company also recorded additional depletion for certain of its oil and gas interests in the amount of $186,000, which is reflected in loss from joint ventures. 4. During the six months ended June 30, 1994 and 1993, the Company sold land in exchange for notes receivable in the amount of $601,000 and $510,000 respectively, all of which was deferred. 5. The Company s consolidated financial statements include those of its wholly-owned subsidiaries, NZ Properties, Inc., NZ Development Corporation and NZU Inc., along with three joint ventures in which the Company holds a majority ownership. 6. Certain amounts have been reclassified for comparative purposes. 7. Earnings per share are based on 2,479,853 and 2,481,442 shares in 1994 and 1993 respectively, which represents the weighted average number of shares outstanding. 7 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Cash flow from operations, along with unused borrowing capacity, should be adequate for continuing operations and modest future investments. Financing, at the joint venture level, is being utilized to develop single-family lots. These loans are secured by the properties involved, along with guarantees from the Company and its partner. On January 1, 1994 the Company s line of credit converted to a reducing revolving term loan with a commitment base of $3,750,000. On April 26,1994 the commitment base on this line reduced to $2,500,000 and on January 1, 1995 the base will further reduce to $1,250,000. The loan, which matures June 30, 1995, is secured by various real estate holdings and notes receivable. At June 30, 1994 the Company had $1,050,000 borrowed on this line. RESULTS OF OPERATIONS For the six months ended June 30, 1994 net income was $989,000 ($.40/per share) compared to $669,000 ($.27/per share) for the same period of 1993. During the six month period of 1994, the Company recorded two major expense items, the liability in connection with the resignation of its president and additional depletion of certain of its oil and gas interests. (see Note 3 on page six) But, due to increased sales of single-family lots, the recognition of interest income from a note receivable, and a decrease in interest expense, earnings for the six month period of 1994 outpaced those of the same period of 1993. 8 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q PART II - OTHER INFORMATION There were no proceedings, changes, occurrences or other matters occurring during the six month period ended June 30, 1994, requiring a response to Items 1 through 5 of Regulation S-K. 6. Exhibits and Reports on Form 8-K (A) Exhibits None (B) Form 8-K filed May 11, 1994 Item 1. Change in Control of Registrant 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. New Mexico and Arizona Land Company s/E.M.Bedewi E. M. Bedewi, Sr. Vice President and Treasurer s/William A. Pope William A. Pope, President and Chief Executive Officer Date: August 3, 1994 -----END PRIVACY-ENHANCED MESSAGE-----