FORM 10-QSB - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[XX]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1995
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from to
Commission File Number: 0-7775
WESTLAND DEVELOPMENT CO., INC.
------------------------------
(Exact name of registrants specified in its charter)
NEW MEXICO 85-0165021
- --------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 Coors Blvd., N.W.,
Albuquerque, New Mexico 87121
- -------------------------------------------------------------------------------
(Address of principal executive offices)
(505)831-9600
- -------------------------------------------------------------------------------
(Issuer's telephone number)
N/A
- -------------------------------------------------------------------------------
(Former name, former address and former three-months, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 [ ]
The number of shares of the registrant's common stock outstanding as of
November 10, 1995, was:
No Par Value Common: 716,608
Class B $1.00 Par Value Common: 78,600
Transitional Small Business Format (check one) Yes [ ] No [ X ]
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WESTLAND DEVELOPMENT CO., INC.
BALANCE SHEET
(unaudited)
September 30, 1995
ASSETS
Cash and cash equivalents ........................ $ 1,918,748
Receivables:
Real estate contracts ......................... $ 180,375
Less related deferred profit ............. 127,130
------------
53,245
Other receivables ............................. 120,982
Accrued interest .............................. 971 175,198
------------
Land and improvements held for
future development ............................ 5,339,527
Income producing properties, net ................. 3,765,514
Property and equipment, net of accumulated
depreciation of $357,427 ...................... 424,169
Investment in Partnerships and joint ventures .... 249,957
Other ............................................ 583,468
------------
$ 12,456,581
============
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable, accrued expenses
and other liabilities ......................... $ 496,199
Accrued interest payable ......................... 18,838
Deferred income taxes ............................ 3,265,000
Notes, bonds, mortgages and assessments payable .. 4,059,668
------------
Total liabilities ............... 7,839,705
Stockholders' equity
Common stock - no par value;
authorized, 736,668 shares;
issued and outstanding,
716,608 shares ............................. 8,500
Class A common stock - $1.00 par
value; authorized, 736,668
shares; issued, none ....................... --
Class B common stock - $1.00 par
value; authorized, 491,112
shares; issued and outstanding,
76,100 shares .............................. 76,100
Additional paid-in capital .................... 491,427
Retained earnings ............................. 4,040,849 4,616,876
------------ ------------
$ 12,456,581
============
WESTLAND DEVELOPMENT CO., INC.
STATEMENTS OF OPERATIONS
(unaudited)
For the 3 months ended
September 30,
1995 1994
----------- -----------
Revenues
Land ...................................... $ 788,323 $ 203,651
Deferred profit recognized
on installment sales .................... 7,051 10,278
Rentals ................................... 71,060 10,738
--------- ---------
866,434 224,667
Costs and expenses
Cost of land revenues ..................... 295,060 1,270
Cost of rentals ........................... 33,533 11,010
Other general and administrative .......... 413,890 338,808
Legal ..................................... 37,274 25,224
--------- ---------
779,757 376,312
--------- ---------
Income(loss)from operations ............ 86,677 (151,645)
Other (income) expense
Interest income ........................... (44,008) (29,880)
Gain on sale of property and
equipment ............................ (100) (112)
Other income .............................. (14,612) (8,781)
Interest expense .......................... 74,656 25,964
--------- ---------
15,936 (12,809)
Earnings (loss) before income .......... -- --
taxes ............................... 70,741 (138,836)
Income taxes expense ......................... 28,700 --
--------- ---------
NET EARNINGS(LOSS) ..................... $ 42,041 $(138,836)
========= =========
Weighted average common and
common equivalent shares
outstanding ............................... 786,893 767,708
========= =========
Net earnings (loss) per common and
common equivalent share ................... $ .05 $ (.18)
========= =========
WESTLAND DEVELOPMENT CO., INC.
STATEMENTS OF CASH FLOWS
(unaudited)
For the three months ended
September 30,
1995 1994
------------- -------------
Cash flows from operating activities
Cash received from land sales
and collections on real
estate contracts receivable ................. $ 1,406,436 $ 149,666
Cash paid to develop real estate .............. (87,463) (1,270)
Cash received from rental operations .......... 85,611 73,999
Cash paid for rental operations ............... (1,466) (8,552)
Cash received(paid)for property taxes
and maintenance ............................ 1,590 (1,505)
Purchase of investments ....................... -- (11,947,908)
Proceeds on sale and maturity of investments .. -- 12,778,523
Proceeds from sale of assets .................. 100 404
Interest received ............................. 39,455 19,217
Interest paid ................................. (98,463) (4,720)
Income taxes(paid)received .................... (160,050) 6,603
Legal and other general and
administrative costs paid ................... (672,931) (371,413)
Other income .................................. 19,612 8,193
------------ ------------
Net cash provided by operating activities ..... 532,431 701,237
------------ ------------
Cash flows from investing activities
Capital expenditures for income
producing and other properties .............. (85,278) (273,506)
Sinking fund deposit .......................... -- (126,180)
Net cash used in investing ..................... -- --
activities .................................. (85,278) (399,686)
------------ ------------
Cash flows from financing activities
Borrowing on notes, mortgages and
assessments payable ........................ -- 62,020
Repayments of bonds, mortgages,
notes and assessments payable ............... (53,233) (14,475)
Payment of dividends .......................... (475,625) (767,708)
------------ ------------
Net cash used in financing activities .......... (446,208) (720,163)
------------ ------------
NET INCREASE (DECREASE)IN CASH
AND CASH EQUIVALENTS ......................... 945 (418,612)
Cash and cash equivalents at
beginning of period .......................... 1,917,803 2,791,233
------------ ------------
Cash and cash equivalents at
end of period ................................ $ 1,918,748 $ 2,372,621
============ ============
Reconciliation of net earnings
(loss) to net cash used in
operating activities
Net earnings (loss) ............................ $ 42,041 $ (138,836)
Adjustments to reconcile net
earnings(loss)to net cash used in
operating activities
Depreciation .............................. 42,470 7,408
Collection on real estate
contracts receivable .................... 442,400 36,774
Profit recognized on prior
years' installment sales ................ (7,051) (10,278)
Gain on sale of assets .................... -- (112)
Change in
Investments ............................... -- 831,019
Deferred income taxes ..................... -- 6,000
Rents receivable, accrued interest
property tax and other .................. 109,391 16,667
Land and improvements held for
future development and income
producing properties .................... 329,817 (5,476)
Other assets .............................. (24,886) 57,957
Accounts and retainages payable,
accrued interest and other
liabilities ............................ (401,751) (99,886)
------------ ------------
Net cash provided by
operating activities ......................... $ 532,431 $ 701,237
============ ============
WESTLAND DEVELOPMENT CO., INC.
NOTES TO THE FINANCIAL STATEMENTS
(unaudited)
September 30, 1995
1. The balance sheet at September 30, 1995, statements of cash flows and
statements of operations for the three months ended September 30, 1995 and
September 30, 1994 have been prepared by the Company, without audit. In the
opinion of management, all adjustments, including normal recurring adjustments
necessary to present fairly the financial position, results of operations and
cash flows, have been made. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principals have been condensed or omitted. It is suggested
that these financial statements be read in conjunction with the Company's
audited financial statements at June 30, 1995. The results of operations for the
three months ended September 30, 1995 are not necessarily indicative of
operating results for the full year.
2. The computation of net earnings per common and common equivalent share
has been based upon the weighted average number of shares of outstanding common
stock and common stock issuable without further consideration (referred to as
equivalents), which for the three and month period ended September 30, 1995 was
786,893 and for the three month period ended September 30, 1994 was 767,708.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
During the three months ended September 30, 1995, the Company's cash and
cash equivalents increased by $945. During this period, the Company received
$532,431 from operations and $82,650 from the sale of stock, invested $85,278 in
fixed and other assets, retired $53,233 of debt and paid dividends in the amount
of $475,625.
During the first quarter of the current fiscal year, the Company had
revenue of $866,434 compared to $224,667 during the same period in the prior
fiscal year. Operating expenses during the three months ended September 30,
1995, were $779,757 compared to $376,312 during the comparable period in 1994.
In April 1995, the Company began selling small improved residential lots in
addition to the large tracts it had sold in the past. These sales amounted to
$434,000 in the first quarter and added $250,000 to the cost of sales for the
period. In addition, the Company has acquired two commercial properties which
have increased rental revenues by $60,000 in fiscal 1996 over the prior year.
The Company may expend approximately $2,000,000 or more to acquire
replacement lands and property for the land sold to the National Park Service
under threat of condemnation. In the event the Company does not replace the
property sold to the National Park Service, it may need to utilize a substantial
portion of its liquid investments for federal and state income taxes.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
1. WESTLAND DEVELOPMENT CO., INC., ET. AL. V. KENNY ROMERO, ET. AL. This
matter, which was previously reported, was settled on August 7, 1995, on terms
that are subject to a non-disclosure agreement. The settlement amount was
non-material.
2. ANZURES V. CRESTVIEW FUNERAL HOME, INC. AND WESTLAND DEVELOPMENT CO.,
INC. This matter, which was previously reported, was settled on September 18,
1995, on terms that are subject to a non-disclosure agreement. The settlement
amount was non-material.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS IN SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits required by Item 601 of Regulation S-K.
(b) Reports on Form 8-K. State whether any reports on Form 8-K have been
filed during the quarter for which this report is filed, listing the items
reported, any financial statements filed, and the dates of any such reports.
NONE
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.
WESTLAND DEVELOPMENT CO., INC.
DATE:___________________ By:____________/s/_______________
Barbara Page, President,
Chief Executive Officer and
Chief Accounting Officer
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