-----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, UJ9qlgxejHbjXjtg4aFUKITpwD+KmsE7UeYP+b9kxLzeCXI1tlo1t4CKT/K94Y6s mS8qzzJnrTtzAgX/z8jFtQ== /in/edgar/work/20000814/0000950153-00-001114/0000950153-00-001114.txt : 20000921 0000950153-00-001114.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950153-00-001114 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NZ CORP CENTRAL INDEX KEY: 0000071478 STANDARD INDUSTRIAL CLASSIFICATION: [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: 696239 BUSINESS ADDRESS: STREET 1: 3033 N 44TH ST STREET 2: STE 270 CITY: PHOENIX STATE: AZ ZIP: 85018-7228 BUSINESS PHONE: 6029528836 MAIL ADDRESS: STREET 1: 3033 NORTH 44TH STREET STREET 2: SUITE 270 CITY: PHOENIX STATE: AZ ZIP: 85018-7228 FORMER COMPANY: FORMER CONFORMED NAME: NEW MEXICO & ARIZONA LAND CO DATE OF NAME CHANGE: 19920703 10-Q 1 e10-q.txt 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000. [ ] 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 NZ CORPORATION (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.) 333 N. 44TH STREET, SUITE 420, PHOENIX, ARIZONA 85008 (Address of principal executive offices) (Zip Code) 602/952-8836 (Registrant's telephone number, including area code) New Mexico and Arizona Land Company 3033 N. 44th Street, Suite 270 Phoenix, Arizona 85018 [Registrant's former name and address] Indicate by check mark whether the registrant (1) has filed all reports required 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 6,862,136 Class Outstanding at August 4, 2000 1 2 NZ Corporation and Subsidiaries FORM 10-Q
UNAUDITED CONSOLIDATED BALANCE SHEETS JUNE 30, December 31, (in thousands, except share data) 2000 1999 Assets Properties, net $ 43,596 $ 46,324 Commercial real estate loans, net 36,059 26,773 Receivables 6,088 6,237 Investments in joint ventures 5,003 3,134 Cash and cash equivalents 2,545 3,661 Other 1,018 1,089 -------- -------- Total assets $ 94,309 $ 87,218 -------- -------- Liabilities and Shareholders' Equity Notes payable and lines of credit $ 26,198 $ 20,983 Accounts payable and accrued liabilities 2,116 2,014 Deferred income taxes 4,180 4,834 Deferred revenue 7,251 6,951 -------- -------- Total liabilities 39,745 34,782 -------- -------- Non-controlling interests 482 560 -------- -------- Shareholders' equity: Preferred stock, no par value; 10,000,000 shares authorized; none issued Common stock, no par value; 30,000,000 shares authorized; 6,925,636 shares issued; 6,867,036 and 6,925,636 shares outstanding at June 30, 2000 and December 31, 1999, respectively 35,341 35,341 Treasury stock, at cost, 58,600 and no shares at June 30, 2000 and December 31, 1999, respectively (312) -- Retained earnings 19,053 16,535 -------- -------- Total shareholders' equity 54,082 51,876 -------- -------- Total liabilities and shareholders' equity $ 94,309 $ 87,218 ======== ========
See accompanying Notes to Condensed Consolidated Financial Statements 2 3 NZ Corporation and Subsidiaries FORM 10-Q CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended June 30, Six months ended June 30, (in thousands, except per share data) 2000 1999 2000 1999 ---- ---- ---- ---- Revenue: Property sales $ 3,268 $ 3,599 $ 6,636 $ 12,626 Property rentals 837 451 1,713 949 Commercial real estate lending 1,407 995 2,876 1,954 Investment income 151 188 280 318 Other 289 80 497 180 -------- -------- -------- -------- 5,952 5,313 12,002 16,027 -------- -------- -------- -------- Expenses: Cost of property sales 1,997 2,100 3,847 8,391 Property rentals 479 329 1,009 538 General and administrative 765 1,050 1,424 2,288 Interest 535 334 1,158 675 Depreciation, depletion and amortization 214 185 426 313 -------- -------- -------- -------- 3,990 3,998 7,864 12,205 -------- -------- -------- -------- Income Before Joint Ventures, Non-controlling Interests and Income Taxes 1,962 1,315 4,138 3,822 Non-controlling interests (4) (44) (22) (530) -------- -------- -------- -------- Income Before Income Taxes 1,958 1,271 4,116 3,292 Income taxes 758 508 1,598 1,303 -------- -------- -------- -------- Net Income $ 1,200 $ 763 $ 2,518 $ 1,989 ======== ======== ======== ======== Net income per Share of Common Stock Basic $ 0.17 $ 0.11 $ 0.36 $ 0.29 Diluted $ 0.17 $ 0.11 $ 0.36 $ 0.29 ======== ======== ======== ======== Weighted Average Number of Common Shares Basic 6,884 6,926 6,898 6,926 Diluted 6,898 6,926 6,899 6,926 ======== ======== ======== ========
See accompanying Notes to Condensed Consolidated Financial Statements. 3 4 NZ Corporation and Subsidiaries FORM 10-Q CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30,
(in thousands) 2000 1999 ---- ---- CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: Net income $ 2,518 $ 1,989 Non-cash items included above: Depreciation, depletion and amortization 426 313 Deferred revenue (24) 426 Deferred income taxes (654) 492 Allowance for bad debts 100 100 Non-controlling interests 22 530 Net change in: Receivables 149 (729) Properties under development 768 2,137 Other properties 1,699 (685) Other assets 71 (56) Accounts payable and accrued liabilities 102 (126) -------- -------- Net cash provided by operating activities 5,177 4,391 -------- -------- CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: Additions to properties (164) (8,670) Contributions to joint ventures (1,869) -- Collections of principal on commercial real estate loans 10,417 5,663 Additions to commercial real estate loans (19,480) (5,944) -------- -------- Net cash (used in) investing activities (11,096) (8,951) -------- -------- CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Proceeds from debt 18,227 13,226 Payments of debt (13,012) (9,100) Distribution to non-controlling interests (100) (930) Purchase of treasury stock (312) -- -------- -------- Net cash provided by (used in) financing activities 4,803 3,196 -------- -------- Net increase (decrease) in cash and cash equivalents (1,116) (1,364) -------- -------- Cash and cash equivalents at beginning of period 3,661 4,669 -------- -------- Cash and cash equivalents at end of period $ 2,545 $ 3,305 ======== ========
See accompanying Notes to Condensed Consolidated Financial Statements. 4 5 NZ Corporation and Subsidiaries FORM 10-Q NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all normal, recurring adjustments necessary to present fairly the financial position, 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 the accompanying statements be read in conjunction with the consolidated financial statements appearing in the Company's 1999 annual report on Form 10-K. 2. The results of operations for the six months ended June 30, 2000 and 1999, are not necessarily comparable and may not be indicative of the results which may be expected for future quarters or future years. 3. The Company's consolidated financial statements include those of its wholly-owned subsidiaries, Bridge Financial Corporation ("BFC"), NZ Properties, Inc., NZ Development Corporation, NZU, Inc. and Great Vacations International, Inc., together with joint ventures which the Company controls or in which the Company holds a majority ownership. 4. Certain prior period amounts have been reclassified for comparative purposes. 5. Net income per share computations are based on the weighted average number of shares outstanding for the period. For the six months ended June 30, the weighted average number of shares outstanding were 6,898,000 (basic) and 6,899,000 (diluted) in 2000 and 6,926,000 basic and diluted in 1999. For the three months ended June 30, the weighted average number of shares outstanding were 6,884,000 (basic) and 6,898,000 (diluted) in 2000 and 6,926,000 basic and diluted in 1999. 6. The Company is engaged in three operating segments; Real Estate, Short-term Commercial Real Estate Lending and Other Business. The Short-term Commercial Real Estate Lending segment is primarily conducted through BFC. 5 6 Reconciliation of Segment Information to Consolidated Amounts Management evaluates the performance of each segment based on income before income taxes and identifiable assets. Income before income taxes includes allocations of corporate overhead expenses. Identifiable assets include assets employed in the generation of income for each segment. The basis of measurement of segment income reported below differs from the measurement used in previous reports. Management previously evaluated segment performance based on income before joint ventures, non-controlling interests and income taxes. Beginning with reports for periods ending on or after March 31, 2000, management now evaluates performance of segments based on income after joint ventures and non-controlling interests, but before income taxes. Prior period amounts have been reclassified for comparative purposes. Information for the Company's reportable segments reconciles to the Company's consolidated totals as follows: REVENUES (UNAUDITED):
Three Months Ended June 30, Six months ended June 30, (in thousands) 2000 1999 2000 1999 ---- ---- ---- ---- Real Estate $4,156 $4,203 $8,125 $13,921 Short-term Commercial Real Estate Lending 1,719 1,083 3,612 2,048 Other 77 27 265 58 ------- ------- ------- ------- Consolidated total $5,952 $5,313 $12,002 $16,027 ======= ======= ======= =======
INCOME AFTER ALLOCATIONS (UNAUDITED):
Three Months Ended June 30, Six months ended June 30, (in thousands) 2000 1999 2000 1999 ---- ---- ---- ---- Real Estate $1,512 $758 $2,903 $2,270 Short-term Commercial Real Estate Lending 378 488 971 967 Other 68 25 242 55 ------- ------- ------- ------- Income before income taxes $1,958 $1,271 $4,116 $3,292 ======= ======= ======= =======
IDENTIFIABLE ASSETS:
UNAUDITED JUNE 30, December 31, (in thousands) 2000 1999 ---- ---- Real Estate $43,946 $46,914 Short-term Commercial Real Estate Lending 49,528 39,489 Other 835 815 ------- ------- Consolidated total $94,309 $87,218 ======= =======
6 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On June 20, 2000, New Mexico & Arizona Land Company changed its name to NZ Corporation. The name change was effected following approval of the Company's shareholders at the Company's annual meeting held on June 9, 2000. RESULTS OF OPERATIONS Consolidated discussions represent data of the Company as presented in the Consolidated Statements of Income. Segment discussions represent data as reported by segment in Note 6 of the Notes to Condensed Consolidated Financial Statements included elsewhere in this report. Consolidated Revenues decreased 25% from $16,027,000 to $12,002,000 for the six-month period ended June 30, 2000 as compared to the same period in 1999 and increased 12% from $5,313,000 to $5,952,000 for the three-month period ended June 30, 2000 as compared to the same period in 1999. The increase for the second quarter 2000 is primarily attributable to increased revenue from commercial real estate lending due to a larger loan portfolio and increased revenue from property rentals due to revenue from five industrial buildings in the second quarter of 2000 compared to revenue from four industrial buildings, two of which were included for only part of the quarter in the second quarter of 1999. The decrease for the six-month period is primarily due to a lower volume of property sales in 2000 than in 1999. The decrease in property sales for the six-month period is partially offset by increased revenues from commercial real estate lending due to a larger loan portfolio and increased revenues from property rentals due to revenue from five industrial buildings in 2000 as compared to four industrial buildings in 1999. For the six months ended June 30, 2000, net income was $2,518,000 ($0.36 per share) compared to $1,989,000 ($0.29 per share) for the same period in 1999. For the three months ended June 30, 2000, net income was $1,200,000 ($0.17 per share) compared to $763,000 ($0.11 per share) for the same period in 1999. Pre-tax earnings from property sales declined 34% from $4,235,000 to $2,789,000 for the six-month period ended June 30, 1999 as compared to the same period in 2000. The decrease is primarily due to the sale in the 1999 period of two apartment complexes the Company owned in New Mexico, a bulk lot sale of 203 lots made by one of the Albuquerque joint ventures in which the Company owns a 75% interest, and two bulk land sales. These sales are compared to three bulk land sales in 2000. Pre-tax earnings from property sales declined 15% from $1,499,000 to $1,271,000 for the three-month period ended June 30, 1999 as compared to the same period in 2000. The decrease is primarily due to lower aggregate sales prices and profit margins in 2000 than in 1999 and recognition of deferred revenue in the second quarter of 1999 from 7 8 property previously sold by the Company, with no corresponding recognition of deferred revenue in 2000. Operating income from property rentals increased 71% from $411,000 to $704,000 for the six-month period ended June 30, 2000 as compared to the same period in 1999 and increased 193% from $122,000 to $358,000 for the three-month period ended June 30, 2000 as compared to the same period in 1999. The six-month period ended June 30, 2000 includes operating income from five industrial buildings at a higher occupancy as compared to operating income from four industrial buildings at a lower occupancy rate in 1999. Additionally, operating income from the industrial buildings for the same period is partially offset by an operating loss of approximately $286,000 and $122,000 in 2000 and 1999 respectively with respect to real estate owned and operated due to a foreclosure. The operating loss associated with this property is included in the Commercial real estate lending segment. The second quarter of 2000 includes operating income from all five industrial buildings, compared to the second quarter of 1999, which included operating income from four industrial buildings, two of which were included for only part of the quarter. General and administrative expense declined by $864,000 or 38%, from $2,288,000 to $1,424,000 for the six-month period ended June 30, 1999 as compared to the same period in 2000 and by $285,000 or 27%, from $1,050,000 to $765,000 for the three-month period ended June 30, 1999 as compared to the same period in 2000. Approximately 97% of the decline for the six-month period is due primarily to four items. Approximately $535,000 of the decrease is due to decreased legal expense since the settlement of the Sedona litigation during the last quarter of 1999. Approximately $175,000 of the decrease is due to decreased accounting costs, approximately $65,000 of the decrease is due to a reduction in staff related to the sale of the Company's apartment complexes in New Mexico, and approximately $65,000 of the decrease is due to decreased consulting fees. The decline for the three-month period is due primarily to decreased legal expense of approximately $200,000 and decreased accounting fees of approximately $100,000. These are partially offset by an increase in the loan loss reserve of $100,000 for 2000 with no similar increase in 1999. The managed loan portfolio of Bridge Financial Corporation ("BFC"), a wholly-owned subsidiary of the Company, stood at $72.1 million as of June 30, 2000, of which $29.3 million was participated with other lenders and $36.0 million (net of an allowance for bad debts of $.7 million and undisbursed loan proceeds of $1.1 million) was recorded in the Company's financial statements in "Commercial real estate loans, net" and $5.0 million was recorded in "Investments in joint ventures". This compares to a June 30, 1999 managed portfolio of $58.2 million of which $36.2 million was participated with other lenders and $21.3 million (net of an allowance for bad debts of $.4 million and undisbursed loan proceeds of $.3 million) was recorded in the Company's financial statements in "Commercial real estate loans, net". As of July 31, 2000 the managed portfolio was $72.2 million of which $29.5 million was participated and $35.9 million (net of an allowance for bad debts of $.7 million and undisbursed loan proceeds of $1.1 million) was recorded in the 8 9 Company's financial statements in "Commercial real estate loans, net" and $5.0 million was recorded in "Investments in joint ventures". Real Estate Segment Revenues decreased 42% from $13,921,000 to $8,125,000 for the six-month period ended June 30, 2000 as compared to the same period in 1999 and decreased slightly from $4,203,000 to $4,156,000 for the three-month period ended June 30, 2000 as compared to the same period in 1999. The decrease for each period is primarily due to lower volume for property sales in 2000 than in 1999, partially offset by increased revenues from property rentals in 2000 compared to 1999. Income before income taxes increased from $2,270,000 to $2,903,000 for the six-month period ended June 30, 2000 as compared to the same period in 1999 and increased 99% from $758,000 to $1,512,000 for the three-month period ended June 30, 2000 as compared to the same period in 1999. The increase for the second quarter 2000 is primarily attributable to an increase in operating income from property rentals and a decrease in general and administrative expenses related to decreased legal expenses and an increase in interest expense allocation to the lending segment, partially offset by a decline in property sales. The increase for the six-month period is primarily due to an increase in operating income from property rentals and a decrease in general and administrative expenses related to a significant increase in interest expense allocation to the lending segment. The decrease in identifiable assets from $46,914,000 at December 31, 1999 to $43,946,000 at June 30, 2000 is primarily due to the disposition of real estate during the period. Short-term Commercial Real Estate Lending Segment Revenues increased 76% from $2,048,000 for the six-month period ended June 30, 1999 to $3,612,000 in the same period for 2000. The increase is primarily attributable to increased revenues as a result of a larger loan portfolio, with a reduced principal amount of participated loans in 2000 than in 1999, increased revenues related to real estate owned and operated and lot sales. Income before income taxes increased slightly from $967,000 in the six-month period ended June 30, 1999 to $971,000 in the same period in 2000. The modest increase in income before income taxes is attributable to the increased revenues being offset by higher expenses for three items: approximately 18% of the increased expenses are related to increased cost of sales from lot sales; approximately 32% is due to increased operating expenses for real estate owned and operated; and approximately 48% is due to increased interest expense. Revenues increased 59% from $1,083,000 for the three-month period ended June 30, 1999 to $1,719,000 in the same period in 2000. The increase is primarily attributable to 9 10 increased revenues as a result of a larger loan portfolio and revenues for three months in 2000 from real estate owned and operated as compared to one month in 1999. Income before income taxes decreased 23% from $488,000 for the three-month period ended June 30, 1999 to $378,000 in the same period for 2000. The decrease is primarily attributable to an increase in expenses incurred from real estate owned and an increase in interest expense. The increase in identifiable assets from $39,489,000 at December 31, 1999 to $49,528,000 at June 30, 2000 is primarily attributable to the growth of the loan portfolio. LIQUIDITY AND CAPITAL RESOURCES The Company expects to continue to generate cash from the sale of real estate this year. Cash will also be generated from principal repayments on maturing loans in the Company's existing loan portfolio. In addition, the Company uses and intends to continue to use participants or other joint funding sources in connection with funding certain real estate loans. Further, the Company has lines of credit with non-bank commercial lenders and a commercial bank from which it can fund loans. The Company intends to negotiate additional or modified lines of credit, as business circumstances require. The Company's goal in these negotiations will be to enhance the effectiveness and cost of available capital. A principal outcome of the Company's discussions with potential lenders will be to determine how rapidly the Company will be able to grow its commercial real estate lending business. The terms of any new financing arrangement will likely have a material effect upon the Company's margins in its lending business and on the size of the managed loan portfolio. If the Company is not successful in negotiating such financing, the principal effect will be a slower growth in the Company's lending business, with the pace of growth in the near term being determined at least in significant part by the timing of the Company's sales of existing real estate assets. For the six months ended June 30, 2000, the Company's operating activities provided $5,177,000 of net cash flows, its investing activities used $11,096,000 of net cash flows and financing activities provided $4,803,000 of net cash flows. As of June 30, 2000, the Company has a $15 million partially secured revolving line of credit from a commercial bank, which can be used for general corporate purposes. The line bears interest at the prime rate and expires November 8, 2000. At June 30, 2000 there was an outstanding balance of $9,225,000. As of July 31, 2000 the line had an outstanding balance of $7,225,000. This loan contains financial covenants which require the Company to maintain a specified minimum ratio of net notes receivable (as defined) to the outstanding loan balance; a specified minimum excess of current assets over current liabilities (as defined); and a specified minimum tangible net worth. At June 30, 2000 the Company was in compliance with these financial covenants. From a different commercial bank, one of the Albuquerque joint ventures in which 10 11 the Company owns a 75% interest has two loan facilities. One facility in the amount of $54,034 matures on July 16, 2001, and another in the amount of $635,872 matured on July 16, 2000 and will not be renewed. These loans bear interest at the prime rate plus 1/4%. At June 30, 2000 these loans had no outstanding balance. The loans are to fulfill certain regulatory requirements with respect to the development of the property. The Company does not expect the joint venture to draw against the remaining line. These loans are guaranteed by the Company. BFC has a $25,000,000 warehouse line of credit with a large non-bank commercial lender to finance certain portions of BFC's real estate lending activities. The line bears interest at rates ranging from 30-day LIBOR plus 250 basis points to 30-day LIBOR plus 300 basis points and expires August 31, 2000. As amounts are drawn, the line will be secured by certain loan assets of the Company. At June 30, 2000 the line had an outstanding balance of $1,657,500. As of July 31, 2000 the line had an outstanding balance of $2,735,500. This loan contains financial covenants which require BFC to maintain a minimum tangible net worth; a specified maximum ratio of debt to tangible net worth; and a specified minimum ratio of liquid assets to tangible net worth. At June 30, 2000 BFC was in compliance with these financial covenants. The line of credit is guaranteed by the Company. The Company is in discussions with the lender concerning the renewal of this line of credit. Additionally, BFC has a revolving $20,000,000 warehouse line of credit with a different large non-bank commercial lender to finance certain portions of BFC's real estate lending activities. As amounts are drawn, the line will be secured by certain loan assets of the Company. The line bears interest at 30-day LIBOR plus 475 basis points and expires October 1, 2001. At June 30, 2000 and July 31, 2000 there was no outstanding balance. This loan contains financial covenants that require BFC to maintain a minimum tangible net worth and a minimum interest coverage ratio. At June 30, 2000 BFC was in compliance with these financial covenants. The line of credit is guaranteed by the Company. In addition to bank lines, the Company may seek qualified joint venture partners to finance large real estate development projects or loans to the extent that the Company actually engages in such projects or makes such loans in the future. The use of joint venture partners provides a source of capital, mitigates the Company's risk by sharing it with another party, and gives the Company access to expertise that it might not otherwise have for particular projects. The Company's Board of Directors approved a stock buy-back program in September 1999. The buy-back program authorizes the repurchase of up to 500,000 shares of the Company's common stock in the open market over the 12-month period ending September 30, 2000. The Company repurchased 32,300 shares for $168,793 for the three-month period ended June 30, 2000 and 58,600 shares for $312,370 for the six-month period ended June 30, 2000. No shares were repurchased in 1999. 11 12 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. At the annual meeting of shareholders, held June 9, 2000 in Phoenix, Arizona the shareholders voted to approve amending the Articles of Incorporation of the Registrant to change the name of the Registrant from New Mexico and Arizona Land Company to NZ Corporation. The tabulation of the vote is: Votes for: 6,278,030 Votes against: 85,575 Abstain: 37,921 Broker non-votes: 0 Also, at the annual meeting, the shareholders elected the four directors who are standing for re-election. The tabulation of the vote is:
Mr. Putterman Mr. Renneckar Mr. Stolworthy Mr. Wessman ------------- ------------- -------------- ----------- Votes for: 6,389,821 6,389,770 6,389,244 6,389,821 Votes withheld: 11,705 11,756 12,282 11,705 Abstain: 0 0 0 0
Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 3.1, Articles of Incorporation, as amended through June 20, 2000 Exhibit 27.1, Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended June 30, 2000. 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. NZ Corporation /s/Jerome L. Joseph - ------------------- Controller and Treasurer (Principal Financial Officer) 12 13 /s/R. Randy Stolworthy - ---------------------- President and Chief Executive Officer (Principal Executive Officer) Date: August 10, 2000 --------------- 13 14 Exhibit Index Exhibit 3.1, Articles of Incorporation, as amended through June 20, 2000 Exhibit 27.1, Financial Data Schedule EX-3.1 2 ex3-1.txt EX-3.1 1 Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF NEW MEXICO AND ARIZONA LAND COMPANY (as of May 16, 1997) Pursuant to Section 10-1006 and 10-1007, Arizona Revised Statutes, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation. 1. The name of the corporation is New Mexico and Arizona Land Company. 2. Attached hereto as Exhibit A, is a copy of the articles of incorporation of the corporation fully restated to include all amendments to the articles of incorporation through the date of filing of this document. 3. The restatement does contain an amendment requiring shareholder approval. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The amendment was approved by the shareholders on May 16, 1997. There is one voting group entitled to vote separately on the amendment. The designation and number of outstanding shares in each voting group entitled to vote separately on the amendment, the number of votes entitles to be cast by each, the number of votes of each such voting group represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows: The voting group consisting of 3,012,886 outstanding shares of common stock is entitled to 3,012,886 votes. There were 2,592,011 votes present at the meeting. The voting group cast 2,571,613 votes for and 9,894 votes against approval of the amendment adding a new Article Eighth as set forth on Exhibit A. 10,504 votes abstained from voting for or against approval of the amendment. DATED as of the 16 day of May, 1997. NEW MEXICO AND ARIZONA LAND COMPANY By /s/ E. M. Bedewi ------------------------------------------- E. M. Bedewi, Sr. Vice President, Treasurer and Secretary 1 2 EXHIBIT A RESTATED ARTICLES OF INCORPORATION OF NEW MEXICO AND ARIZONA LAND COMPANY (as of May 16, 1997) KNOW ALL MEN BY THESE PRESENTS that we, whose hands are hereunto affixed, do hereby associate ourselves together for the purpose of forming a corporation under the laws of the State of Arizona and, to that end, do adopt the following articles of incorporation: FIRST: The name of the corporation shall be New Mexico and Arizona Land Company. SECOND: This corporation is organized for the purpose of transacting any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as amended from time to time. The corporation is presently engaged in the business of holding and managing land for investment purposes, leasing real property and interests therein, and developing mineral resources. THIRD: The Corporation shall have authority to issue a total of forty million (40,000,000) shares of capital stock, consisting of: (1) Thirty million (30,000,000) shares of common stock, no par value per share; and (2) Ten million (10,000,000) shares of serial preferred stock, no par value per share. Each issued and outstanding share of common stock will entitle the holder thereof to one (1) vote on any matter submitted to a vote of or for consent of shareholders. Issued and outstanding shares of serial preferred stock will entitle the holders thereof only to those votes, if any, which may expressly be fixed as hereinafter provided for the respective series thereof and to voting rights on certain matters, and in certain circumstances, as set forth in this Article. The Board of Directors is authorized to provide from time to time for the issuance of shares of serial preferred stock in series and to fix from time to time before issuance the designation, preferences, privileges and voting powers of the shares of each series of serial preferred stock and the restrictions or qualifications thereof, including, without limiting the generality of the foregoing, the following: a) The serial designation and authorized number of shares; b) The dividend rate, the date or dates on which such dividends will be payable, and the extent to which such dividends may be cumulative; c) The amount or amounts to be received by the holders in the event of voluntary or involuntary dissolution or liquidation of the Corporation; d) The price or prices at which shares may be redeemed and any terms, conditions and limitations upon such redemption; e) Any sinking fund provisions for redemption or purchase of shares of such series; and f) The terms and conditions, if any, on which shares may be converted into shares of other capital stock, or of other series of serial preferred stock of the Corporation. 2 3 Each series of serial preferred stock, in preference to the common stock, may be entitled to dividends, from funds or other assets legally available therefor, at such rates, payable at such times and cumulative to such extent as may be fixed by the Board of Directors pursuant to the authority herein conferred upon it. In the event of dissolution or liquidation of the Corporation, voluntary or involuntary, the holders of the serial preferred stock, in preference to the common stock, may be entitled to receive such amount or amounts as may be fixed by the Board of Directors pursuant to the authority herein conferred upon it. Preference stock of any series redeemed, converted, exchanged, purchased or otherwise acquired by the Corporation shall be cancelled by the Corporation and returned to the status of authorized but unissued preference stock. All shares of any series of serial preferred stock, as between themselves, shall rank equally and be identical except as set forth in resolutions of the board of directors authorizing the issuance of the series. FOURTH: All directors of the corporation must be shareholders of the corporation. The number of directors of the corporation shall be set by the Board of Directors from time to time; provided, however, that the number of directors so designated shall be no less than five (5) nor more than nine (9). The Board of Directors shall consist of Class A directors and Class B directors. The Class A directors shall be elected for a term of two (2) years at the annual meeting of shareholders of the corporation held in every odd numbered year. The Class B directors shall be elected for a term of two (2) years at the annual meeting of shareholders of the corporation held in every even numbered year. When an even number of directors has been set by the Board of Directors, there shall be an even number of Class A and Class B directors. When an odd number of directors has been set by the Board of Directors, there shall be one more Class B director than there are Class A directors. FIFTH: The Board of Directors may, from time to time, cause the corporation to purchase its own shares to the extent of the unreserved and unrestricted capital surplus of the corporation. SIXTH: Elizabeth M. Bedewi, Senior Vice President, Treasurer and Secretary of New Mexico and Arizona Land Company, 3033 North 44th Street, Suite 270, Phoenix, Arizona 85018-7228, is hereby appointed statutory agent for the corporation for the State of Arizona. SEVENTH: The liability of a director or former director to the corporation or its shareholders shall be eliminated to the fullest extent permitted by Section 10-202.B.1 of the Arizona Revised Statutes. If the Arizona Business Corporation Act is amended to authorize corporate action further eliminating or limiting the liability of directors, the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Arizona Business Corporation Act, as amended. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification. 3 4 The provisions of the Article Seventh shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of the Article Seventh. EIGHTH: The Corporation shall indemnify any and all of its existing and former directors and officers to the fullest extent permitted by Section 10-202b.2 of the Arizona Business Corporation Act. If the Arizona Business Corporation Act is amended to authorize corporate action further permitting indemnification of directors or officers, the Corporation shall indemnify its existing and former directors and officers to the fullest extent permitted by the Arizona Business Corporation Act, as amended. Any repeal or modification of this Article Eighth shall not adversely affect any right or protection of existing or former directors or officers existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification. 5 ARTICLES OF AMENDMENT OF NEW MEXICO AND ARIZONA LAND COMPANY - -------------------------------------------------------------------------------- [Name of Corporation] 1. The name of the corporation is NEW MEXICO AND ARIZONA LAND COMPANY - ---------------------------------------- 2. Attached hereto as Exhibit A is the text of each amendment adopted. 3. [X] The amendment does not provide for an exchange, reclassification or cancellation of issued shares. [ ] Exhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein. [ ] The amendment provides for exchange, reclassification or cancellation of issued shares. Such actions will be implemented as follows: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. The amendment was adopted the 9th day of June, 2000. 5. [ ] The amendment was adopted by the [ ] incorporators [ ] board of directors without shareholder action and shareholder action was not required. [X] The amendment was approved by the shareholders. There is (are) one voting groups eligible to vote on the amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes in each, the number of votes represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows: The voting group consisting of 6,885,436 outstanding shares of common [class or series] stock is entitled to 6,885,436 votes. There were 6,401,526 votes present at the meeting. The voting group cast 6,278,030 votes for and 85,575 votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group. -1- 6 The voting group consisting of NA outstanding shares of ---------- ---------- [class or series] stock in entitled to votes. There were ---------- ----------- votes present at the meeting. The voting group cast votes for and ------- ------ votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group. DATED as of this 15th day of June, 2000. ---- ---------- NEW MEXICO AND ARIZONA LAND COMPANY ----------------------------------- [name of corporation] By /s/ Jerome Joseph -------------------------------- JEROME JOSEPH, SECRETARY ----------------------------------- [name] [title] -2- 7 1. Article I of the Articles of Incorporation is amended in its entirety to read as follows: "I. Name. The name of the corporation shall be NZ CORPORATION" EX-27.1 3 ex27-1.txt EX-27.1
5 1,000 6-MOS DEC-31-2000 JUN-30-2000 2,545 0 42,803 655 0 33,306 45,998 2,391 94,309 13,281 26,198 0 0 35,341 18,741 94,309 6,636 12,002 3,847 7,864 22 100 1,158 4,116 1,598 2,518 0 0 0 2,518 .36 .36
-----END PRIVACY-ENHANCED MESSAGE-----