-----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, UCAyP+1/DE2M4JMyMF8Cg9KTut8UzvJcZbqyjUJ1uOJ56iTSERfcGpWjMdiLKOeV m2TtP3dkfvi/1ySV9Dpf+Q== 0000950153-95-000335.txt : 19951118 0000950153-95-000335.hdr.sgml : 19951118 ACCESSION NUMBER: 0000950153-95-000335 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951109 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MEXICO & ARIZONA LAND CO CENTRAL INDEX KEY: 0000071478 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [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: 95588776 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 QUARTERLY REPORT FOR THE QUARTER ENDED 9/30/95 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, 1995. / / 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 2,727,538 Class Outstanding October 31,1995 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 nine and three months ended September 30, 1995 and 1994 3 Consolidated Balance Sheets as of September 30, 1995 and December 31, 1994 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 1995 and 1994 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 PART 1 - FINANCIAL INFORMATION Item 1: Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ======================================================================================== Period ended September 30, Third Quarter Nine months (In thousands, except per share data) 1995 1994 1995 1994 - ---------------------------------------------------------------------------------------- REVENUES: Property sales $6,528 $2,330 $12,885 $7,461 Property rentals 752 804 2,245 2,315 Investment income 331 243 1,313 960 Other 54 76 1,324 223 - ---------------------------------------------------------------------------------------- 7,665 3,453 17,767 10,959 - ---------------------------------------------------------------------------------------- EXPENSES: Cost of property sales 3,812 1,350 7,713 4,144 Rental property 291 302 814 893 General and administrative 382 242 1,040 1,342 Interest 222 257 695 815 Depreciation, depletion and amortization 123 135 365 404 Other 1 2 5 6 - ---------------------------------------------------------------------------------------- 4,831 2,288 10,632 7,604 - ---------------------------------------------------------------------------------------- INCOME BEFORE JOINT VENTURES, MINORITY INTERESTS AND INCOME TAXES 2,834 1,165 7,135 3,355 Gain (loss) from joint ventures (8) (11) 1,586 (199) Minority interests (497) (139) (1,003) (455) - ---------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 2,329 1,015 7,718 2,701 Provision for income taxes 925 390 3,065 1,087 - ---------------------------------------------------------------------------------------- NET INCOME $1,404 $625 $4,653 $1,614 ======================================================================================== INCOME PER SHARE OF COMMON STOCK $0.52 $0.23 $1.71 $0.59 ======================================================================================== AVERAGE NUMBER OF COMMON SHARES 2,728 2,728 2,728 2,728 ========================================================================================
See the accompanying Notes to Consolidated Financial Statements. -3- 4 NEW MEXICO AND ARIZONA LAND COMPANY AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED BALANCE SHEETS ============================================================================= UNAUDITED SEPTEMBER 30, DECEMBER 31, (Dollars in thousands) 1995 1994 - ----------------------------------------------------------------------------- ASSETS Properties, net $33,953 $35,432 Receivables, net 9,284 10,224 Cash and cash equivalents 11,531 5,111 Other 1,399 1,540 - ----------------------------------------------------------------------------- Total assets $56,167 $52,307 ============================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable and lines of credit $13,687 $14,546 Accounts payable and accrued liabilities 1,227 2,165 Deferred revenue and commissions 5,443 5,494 Deferred income taxes 4,141 3,723 - ----------------------------------------------------------------------------- Total liabilities 24,498 25,928 - ----------------------------------------------------------------------------- Minority interests 1,881 1,252 - ----------------------------------------------------------------------------- Shareholders' equity: Common stock, no par value; 30,000,000 shares authorized; 2,739,446 shares issued; 2,727,538 shares outstanding 10,051 7,812 Additional paid-in capital 940 929 Retained earnings 18,889 16,478 Treasury stock, at cost, 11,908 shares (92) (92) - ----------------------------------------------------------------------------- Total shareholders' equity 29,788 25,127 - ----------------------------------------------------------------------------- Total liabilities and shareholders' equity $56,167 $52,307 =============================================================================
See accompanying Notes to Consolidated Financial Statements. All shares of common stock reflect a 10% stock dividend declared March 4, 1995. -4- 5 NEW MEXICO AND ARIZONA LAND COMPANY AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ================================================================================ Nine Months ended September 30, (Dollars in thousands) 1995 1994 - -------------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES: Net income $4,653 $1,614 Non-cash items included above: Depreciation, depletion and amortization 365 404 Deferred revenue (752) (577) Deferred income taxes 417 (145) (Gain) loss from joint ventures (1,586) 198 Minority interests 1,003 455 Employee restricted stock plan 11 29 Net change in: Receivables 959 3 Land held for sale (119) (1,091) Other assets 95 (443) Accounts payable and accrued liabilities (941) 558 - ------------------------------------------------------------------------------- Net cash flow from operating activities 4,105 1,005 - ------------------------------------------------------------------------------- CASH FLOW FROM INVESTING ACTIVITIES: Additions to properties (3,333) (660) Proceeds from sale of properties 4,566 270 Proceeds from notes receivable 682 820 Distribution to minority interest partners (862) 0 Distributions from joint ventures 1,632 4 - ------------------------------------------------------------------------------- Net cash flow from investing activities 2,685 434 - ------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from debt 3,027 3,531 Payment of debt (3,886) (3,039) Capital contribution from minority interest partners 489 33 - ------------------------------------------------------------------------------- Net cash flow from financing activities (370) 525 - ------------------------------------------------------------------------------- Net increase in cash and cash equivalents 6,420 1,964 - ------------------------------------------------------------------------------- Cash and cash equivalents at beginning of period 5,111 534 - ------------------------------------------------------------------------------- Cash and cash equivalents at end of period $11,531 $2,498 ===============================================================================
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 1994 annual report on Form 10-K 2. The results of operations for the nine months ended September 30, 1995 and 1994, are not necessarily indicative of the results to be expected for the full year. 3. During the nine months ended September 30, 1995 and 1994, the Company sold land in exchange for notes receivable in the amount of $1,357,000 and $816,000 respectively, of which $920,000 and 816,000 was deferred. 4. 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. 5. Certain amounts have been reclassified for comparative purposes. 6. Earnings per share are based on 2,727,538 shares in 1995 and 1994 respectively, which represents the weighted average number of shares outstanding and which have been restated to reflect a 10% stock dividend declared March 4, 1995. -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 considerable future investments. 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, 1995, there was $435,000 borrowed against the $3,850,000 development line of credit and no borrowings against the $2,800,000 development loan. The Company is expecting to have a $1,000,000 working capital line of credit in place by mid-November, 1995. This facility is secured by real property. RESULTS OF OPERATIONS For the nine months ended September 30, 1995 net income was $4,653,000 ($1.71 per share) compared to $1,614,000 (59 cents per share(1)) for the same period of 1994. The 1995 increased earnings are a result of continued strong sales of single-family lots in our Seven Bar and WillowWood subdivisions in Albuquerque and the sale of other miscellaneous parcels; a cash distribution from a joint venture property located in Tempe, Arizona; and the sale of a mortgage note. Internal rate of return from the Seven Bar joint ventures is now over 80% while WillowWood is generating over a 50% internal rate of return. These joint ventures have paid NZ over $4,000,000 in cash in 1995. In the Seven Bar joint ventures, approximately one-half of the land has been sold and we have sales contracts on about one-third of the lots remaining to be developed. The Company received $1,600,000 in cash and income from another joint venture resulting from the sale of all the assets of that joint venture. And an additional cash and income generator was the sale of a mortgage note the company held on a hotel. This note was sold for 85.5% of face value, generating over $4,000,000 in cash and $1,000,000 in income. A portion of the proceeds from the note was used to reduce outstanding debt. Interest income increased and interest expense decreased over 1994, due to additional cash available for investment and a reduction in outstanding debt. Administrative cost in 1995 are also down from 1994, due primarily to a one time charge in 1994 for the liability in connection with the resignation of a company officer. Also in 1994, additional depletion of certain of the Company oil and gas interests was recorded, this charge was reflected in gain (loss) from joint ventures. (1) Earnings per share have been restated to reflect a 10% stock dividend declared March 4, 1995. -7- 8 NEW MEXICO AND ARIZONA LAND COMPANY AND SUBSIDIARIES FORM 10-Q PART II - OTHER INFORMATION ITEM 5: OTHER INFORMATION. Sherman O. Kasper resigned from the Board of Directors of New Mexico and Arizona Land Company. At the October 20, 1995 Board meeting, William A. Pope, President & CEO of New Mexico and Arizona Land Company was appointed to the Board to serve the remainder of Mr. Kasper's term, which expires in 1997. There were no proceedings, changes, occurrences or other matters occurring during the nine month period ended September 30, 1995, requiring a response to Items 1 through 4 or Item 6 of Regulation S-K and, consequently, no reports were filed on Form 8-K for the period. 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: November 6, 1995 -8- EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1995 SEP-30-1995 11,531 0 9,284 0 0 0 38,675 4,722 56,167 0 0 10,051 0 0 18,889 56,167 12,885 17,767 7,713 1,854 0 0 695 7,718 3,065 4,653 0 0 0 4,653 1.71 1.71
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