-----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, VbbVI1VgJwrWRqYFN/MWylJDtbfRQS6bKgEVM1fwexlFmE4H8AK7LEX+c4mJdnPc bCiCyQ0P7qAIzesBKO0qDg== 0000950153-97-000494.txt : 19970515 0000950153-97-000494.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950153-97-000494 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 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: 1934 Act SEC FILE NUMBER: 000-00497 FILM NUMBER: 97604165 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 ENDED MARCH 31, 1997 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 March 31, 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 3,012,886 Class Outstanding at April 30, 1997 1 2 NEW MEXICO AND ARIZONA LAND COMPANY AND SUBSIDIARIES FORM 10-Q For the Quarter Ended March 31, 1997 Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income for the three months ended March 31, 1997 and 1996 3 Consolidated Balance Sheets as of March 31, 1997 and December 31, 1996 4 Consolidated Statements of Cash Flows for the three months ended March 31,1997 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 March 31, (in thousands, except per share data) 1997 1996 - -------------------------------------------------------------------------------- Revenue: Property sales $ 1,973 $ 3,446 Property rentals 778 749 Investment income 293 341 Other 80 72 - -------------------------------------------------------------------------------- 3,124 4,608 - -------------------------------------------------------------------------------- Expenses: Cost of property sales 1,110 2,029 Rental property 304 249 General and administrative 400 322 Interest 254 255 Depreciation, depletion and amortization 119 118 - -------------------------------------------------------------------------------- 2,187 2,973 Income Before Joint Ventures, Minority Interests and Income Taxes 937 1,635 Gain from joint ventures 16 7 Minority interests (143) (246) - -------------------------------------------------------------------------------- Income Before Income Taxes 810 1,396 Income taxes 326 559 - -------------------------------------------------------------------------------- Net Income $ 484 $ 837 ================================================================================ Earnings per Share of Common Stock $ 0.16 $ 0.28 ================================================================================ Weighted Average Number of Common Shares 3,013 3,008 ================================================================================
See accompanying Notes to Consolidated Financial Statements. 3 4 NEW MEXICO AND ARIZONA LAND COMPANY AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED BALANCE SHEETS UNAUDITED MARCH 31, December 31, (in thousands) 1997 1996 - -------------------------------------------------------------------------------- Assets Properties, net $48,020 $47,478 Receivables, net 9,661 9,848 Cash and cash equivalents 6,762 7,142 Other 1,892 1,860 - -------------------------------------------------------------------------------- Total assets $66,335 $66,328 ================================================================================ Liabilities and Shareholders' Equity Notes payable and lines of credit $15,414 $16,036 Accounts payable and accrued liabilities 1,933 1,542 Deferred revenue 4,751 5,002 Deferred income taxes 5,547 5,685 - -------------------------------------------------------------------------------- Total liabilities 27,645 28,265 - -------------------------------------------------------------------------------- Minority interests 2,578 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; 3,012,886 and 3,007,636 shares issued and outstanding at March 31, 1997 and 1996, respectively 13,738 13,738 Additional paid-in capital 967 967 Retained earnings 21,407 20,923 - -------------------------------------------------------------------------------- Total shareholders' equity 36,112 35,628 - -------------------------------------------------------------------------------- Total liabilities and shareholders' equity $66,335 $66,328 ================================================================================
See accompanying Notes to Consolidated Financial Statements. 4 5 NEW MEXICO AND ARIZONA LAND COMPANY AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, (in thousands) 1997 1996 - -------------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES: Net income $ 484 $ 837 Deduct: Gain from sale of investment properties (345) (651) Non-cash items included above: Depreciation, depletion and amortization 119 118 Deferred revenue (375) (157) Deferred income taxes (138) 127 Gain from joint ventures (16) (7) Minority interests 143 246 Net change in: Receivables (96) (32) Properties under development (222) (504) Other assets (16) 53 Accounts payable and accrued liabilities 391 357 - -------------------------------------------------------------------------------- Net cash flow from operating activities (71) 387 - -------------------------------------------------------------------------------- CASH FLOW FROM INVESTING ACTIVITIES: Additions to properties (437) (224) Proceeds from sale of properties 343 651 Proceeds from notes receivable 407 231 Addition to notes receivable -- (448) Distribution to minority interests partners -- (496) - -------------------------------------------------------------------------------- Net cash flow from investing activities 313 (286) - -------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from debt 181 1,637 Payment of debt (803) (481) - -------------------------------------------------------------------------------- Net cash flow from financing activities (622) 1,156 - -------------------------------------------------------------------------------- Net increase (decrease)-cash & cash equivalents (380) 1,257 - -------------------------------------------------------------------------------- Cash & cash equivalents at beginning of period 7,142 5,301 - -------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 6,762 $ 6,558 ================================================================================
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 three months ended March 31, 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 three months ended March 31, 1997 and 1996, the Company sold land in exchange for notes receivable in the amount of $124,000 and $646,000, respectively, of which $124,000 and $198,000, 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 3,012,886 and 3,007,636 in 1997 and 1996 respectively. 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 investments during the 1997 fiscal year. When construction and marketing begins on the Sedona and/or Elm Fork projects, financing from outside sources will be required to fund these projects. (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 March 31, 1997, there was $1,695,000 borrowed against a $3,850,500 development line of credit. 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. There are no funds borrowed on this line. RESULTS OF OPERATIONS For the three months ended March 31, 1997, net income was $484,000 ($0.16 per share) compared to $837,000 ($0.28 per share) for the same period of 1996. Earnings from sales of single-family and recreational lots were down by approximately $550,000 for the three month period ended March 31, 1997 as compared to the same period of 1996. Investment income is also less in 1997 as compared to the same time frame in 1996 due to the amount of cash available for short term investment. General and administrative expenses are slightly higher primarily due to increased personnel costs. 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 three month period ended March 31, 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/ William A. Pope - ---------------------------------------- William A. Pope, President and Chief Executive Officer Date: May 14, 1997 8 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1997 MAR-31-1997 6,308 0 9,661 0 0 0 48,006 5,410 66,335 0 0 0 0 13,738 22,374 66,335 1,973 3,124 1,110 1,414 519 0 254 810 326 484 0 0 0 484 .16 .16
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