-----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, QRvDD+7EiCWinDzC9ytoH4vhBRL2VtwGCxag2K8CmkHCrOjzYnXslK+gr+wnP12g DSduoNu7Y7zAQ8dBBgaq0g== 0000950153-97-001123.txt : 19971110 0000950153-97-001123.hdr.sgml : 19971110 ACCESSION NUMBER: 0000950153-97-001123 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971107 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MEXICO & ARIZONA LAND CO CENTRAL INDEX KEY: 0000071478 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 430433090 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00497 FILM NUMBER: 97709563 BUSINESS ADDRESS: STREET 1: 3033 NORTH 44TH STREET STREET 2: SUITE 270 CITY: PHOENIX STATE: AZ ZIP: 85018-7228 BUSINESS PHONE: 6029528769 MAIL ADDRESS: STREET 1: 3033 NORTH 44TH STREET STREET 2: SUITE 270 CITY: PHOENIX STATE: AZ ZIP: 85018-7228 10-Q 1 FORM 10-Q FOR PERIOD ENDING 11/30/97 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997. [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from N/A to N/A . 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.) 3033 N. 44TH STREET, SUITE 270, PHOENIX, ARIZONA 85018-7228 (Address of principal executive offices) (Zip Code) 602/952-8836 (Registrant's telephone number, including area code) 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 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 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 3,313,818 SHARES Class Outstanding at November 5, 1997 2 NEW MEXICO AND ARIZONA LAND COMPANY AND SUBSIDIARIES FORM 10-Q For the Quarter Ended September 30, 1997 Page Number PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income for the three and nine months ended September 30, 1997 and 1996 3 Consolidated Balance Sheets as of September 30, 1997 and December 31, 1996 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 1997 and 1996 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 -2- 3 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- --------------------------------------------------------------------------------------------- Three months ended Nine months ended September 30, September 30, (in thousands, except per share data) 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------- Revenue: Property sales $ 4,711 $ 3,438 $ 8,961 $ 8,889 Property rentals 761 763 2,323 2,262 Investment income 292 316 895 964 Other 59 173 196 304 - --------------------------------------------------------------------------------------------- 5,823 4,690 12,375 12,419 - --------------------------------------------------------------------------------------------- Expenses: Cost of property sales 3,138 2,264 5,566 5,458 Rental property 287 252 901 771 General and administrative 461 318 1,321 964 Interest 253 226 769 693 Depreciation, depletion and amortization 123 106 364 340 - --------------------------------------------------------------------------------------------- 4,262 3,166 8,921 8,226 - --------------------------------------------------------------------------------------------- Income Before Joint Ventures, Minority Interests and Income Taxes 1,561 1,524 3,454 4,193 Gain from joint ventures 9 -- 40 8 Minority interests (281) (255) (601) (617) - --------------------------------------------------------------------------------------------- Income Before Income Taxes 1,289 1,269 2,893 3,584 Income taxes 508 507 1,152 1,434 - --------------------------------------------------------------------------------------------- Net Income $ 781 $ 762 $ 1,741 $ 2,150 ============================================================================================= Earnings per Share of Common Stock(1) $ 0.24 $ 0.23 $ 0.53 $ 0.65 ============================================================================================= Weighted Average Number of Common Shares(1) 3,314 3,309 3,314 3,309 =============================================================================================
See accompanying Notes to Consolidated Financial Statements. (1) Shares and earnings per share for 1996 have been restated to reflect a 10% stock dividend paid July 18, 1997. -3- 4 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q CONSOLIDATED BALANCE SHEETS - ------------------------------------------------------------------------------- UNAUDITED SEPTEMBER 30, December 31, (in thousands) 1997 1996 - ------------------------------------------------------------------------------- Assets Properties, net $49,284 $47,478 Receivables, net 9,231 9,848 Cash and cash equivalents 4,126 7,142 Other 2,989 1,860 - ------------------------------------------------------------------------------- Total assets $65,630 $66,328 =============================================================================== Liabilities and Shareholders' Equity Notes payable and lines of credit $13,513 $16,036 Accounts payable and accrued liabilities 1,913 1,542 Deferred revenue 4,747 5,002 Deferred income taxes 5,453 5,685 - ------------------------------------------------------------------------------- Total liabilities 25,626 28,265 - ------------------------------------------------------------------------------- Minority interests 2,640 2,435 - ------------------------------------------------------------------------------- Shareholders' equity: Preferred stock, no par value; 10,000,000 shares authorized; none issued Common stock, no par value; 30,000,000 shares authorized; 3,313,818(1) shares issued and outstanding at September 30, 1997 and December 31, 1996 18,102 13,738 Additional paid-in capital 967 967 Retained earnings 18,295 20,923 - ------------------------------------------------------------------------------- Total shareholders' equity 37,364 35,628 - ------------------------------------------------------------------------------- Total liabilities and shareholders' equity $65,630 $66,328 ===============================================================================
See accompanying Notes to Consolidated Financial Statements. (1) Restated to reflect a 10% stock dividend paid July 18, 1997. -4- 5 New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q
- --------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine months ended September 30, (in thousands) 1997 1996 - --------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES: Net income $ 1,741 $ 2,150 Deduct: Gain from sale of investment properties (659) (75) Non-cash items included above: Depreciation, depletion and amortization 364 340 Deferred revenue (769) (467) Deferred income taxes (232) 115 Gain from joint ventures (40) (8) Minority interests 601 617 Net change in: Receivables 1,131 (27) Properties under development (158) (1,557) Other assets (1,122) (382) Accounts payable and accrued liabilities 366 543 - --------------------------------------------------------------------------- Net cash flow from operating activities 1,223 1,249 - --------------------------------------------------------------------------- CASH FLOW FROM INVESTING ACTIVITIES: Additions to properties (4,196) (5,192) Proceeds from sale of properties 2,843 75 Distributions to minority interests partners (396) (726) Distributions from joint ventures 33 3 - --------------------------------------------------------------------------- Net cash flow from investing activities (1,716) (5,840) - --------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from debt 944 6,132 Payment of debt (3,467) (1,751) - --------------------------------------------------------------------------- Net cash flow from financing activities (2,523) 4,381 - --------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents (3,016) (210) Cash and cash equivalents at beginning of period 7,142 5,301 - --------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 4,126 $ 5,091 ===========================================================================
See accompanying Notes to Consolidated Financial Statements. -5- 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 is recommended that these accompanying statements be read in conjunction with the consolidated financial statements appearing in the Company's 1996 annual report on Form 10-K 2. The results of operations for the nine months ended September 30, 1997 and 1996, are not necessarily comparable and may not be indicative of the results which may be expected for future quarters or future years. 3. During the nine months ended September 30, 1997 and 1996, the Company sold land in exchange for notes receivable in the amount of $707,000 and $1,674,000, respectively, of which $707,000 and $566,000, respectively, was deferred. 4. The Company's consolidated financial statements include those of its wholly-owned subsidiaries, NZ Properties, Inc., NZ Development Corporation, NZU Inc. and Great Vacations International Inc., along with five joint ventures in which the Company holds a majority ownership. 5. Certain amounts have been reclassified for comparative purposes. 6. Earnings per share computations are based on the weighted average number of shares outstanding of 3,313,818 and 3,308,568 in 1997 and 1996 respectively, which have been restated to reflect a 10% stock dividend paid July 18, 1997. -6- 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 sales of land, single-family and recreational lots, distributions from its joint ventures and other ongoing operations, along with unused borrowing capacity, should be adequate for continuing operations and some investments during the 1997 fiscal year. When construction and marketing begins on the Sedona project, financing from outside sources will be required to fund this project. (See Developments in Item 7 of the Company's 1996 Annual Report on Form 10-K.) Financing, at the joint venture level, is being utilized to develop single-family lots. These loans are secured by the property involved, along with guarantees from the Company and its partner. At September 30, 1997, there was $547,000 borrowed against a $3,850,500 development line of credit, maturing August 6, 1998, and $276,000 borrowed against a $750,000 development loan, maturing June 5, 1999. The Company has a $1,000,000 working capital line of credit, which matures April 24, 1998, and is secured by certain real estate holdings. At September 30, 1997 there were no borrowings against this line. RESULTS OF OPERATIONS For the nine months ended September 30, 1997, net income was $1,741,000 (53(cent) per share) compared to $2,150,000 (65(cent) per share) for the same period of 1996. General and administrative expenses increased by about $357,000 during the nine months ended September 30, 1997 due to costs associated with the addition of management staff employed to support planned growth. NEW VENTURES The Board of Directors of New Mexico and Arizona Land Company ("NZ") approved the acquisition of a loan portfolio, totaling approximately $7,980,000, of short-term commercial real estate development loans from R.R. Hensler, Inc., d. b. a. RRH Financial ("RRH"), along with other miscellaneous assets of RRH. With this acquisition, NZ is entering into the short-term commercial real estate lending business, which will be conducted through its newly-formed subsidiary, Bridge Financial Corporation ("BFC"). This acquisition, valued at approximately $9,970,000, will be financed with the issuance of approximately 531,700 shares of NZ common stock (Rule 144 stock) and about $1,994,000 cash. Paul Sargent, currently with RRH, has agreed to join Bridge Financial Corporation as President. Mr. Sargent has extensive experience in the mortgage business having originated about $100 million in loan transactions during the five years he was associated with RRH. Prior to forming RRH, he worked with Chase Bank in both Arizona and New York. Over the past decade he has placed loans ranging up to $35,000,000. We are looking forward to this association and the long-term growth of BFC. -7- 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 nine month period ended September 30, 1997, requiring a response to Items 1 through 5. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 27 Financial Data Schedule (b) No reports of Form 8-K were filed during the reporting quarter. 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/R. Randy Stolworthy - ---------------------------- R. Randy Stolworthy, Executive Vice President and Chief Operating Officer Date: November 5, 1997 ----------------------- -8- EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1997 SEP-30-1997 4,126 0 9,231 0 0 0 54,791 5,507 65,630 0 0 18,102 0 0 19,262 65,630 8,961 12,375 5,566 6,467 1,685 0 769 2,893 1,152 1,741 0 0 0 1,741 0.53 0.53
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