Form 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[XX]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2000
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
Commission File Number: 0-7775
WESTLAND DEVELOPMENT CO., INC.
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(Exact name of small business issuer as
specified in its charter)
NEW MEXICO 85-0165021
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 Coors Blvd., N.W.,
Albuquerque, New Mexico 87121
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(Address of principal executive offices)
(505)831-9600
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(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year, 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of November 9, 2000:
No Par Value Common: 715,058
Class B $1.00 Par Value Common: 86,100
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, 2000
ASSETS
Cash and cash equivalents ........................ $ 427,968
Short-term investments ........................... 1,586,581
Receivables:
Real estate contracts ......................... $ 65,067
Note receivable - related party ............... 102,259
Other receivables ............................. 164,243 331,569
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Land and improvements held for
future development ............................ 6,945,765
Income producing properties, net ................. 12,043,948
Property and equipment, net of accumulated
depreciation of $544,133 ...................... 372,083
Investment in Partnerships and joint ventures .... 234,530
Income taxes receivable .......................... 249,585
Other ............................................ 167,615
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$ 22,359,644
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable, accrued expenses
and other liabilities ......................... $ 514,539
Deferred income taxes ............................ 5,369,049
Notes, bonds, mortgages and assessments payable .. 9,574,313
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Total liabilities ............... 15,457,901
Stockholders' equity
Common stock - no par value;
authorized, 736,668 shares;
issued and outstanding,
715,058 shares ............................. 8,500
Class B common stock - $1.00 par
value; authorized, 491,112
shares; issued and outstanding,
86,100 shares .............................. 86,100
Additional paid-in capital .................... 581,527
Retained earnings ............................. 6,225,616 6,901,743
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$ 22,359,644
============
WESTLAND DEVELOPMENT CO., INC.
STATEMENTS OF OPERATIONS
(unaudited)
For the 3 months ended
September 30,
2000 1999
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Revenues
Land ...................................... $ 331,537 $ 3,955,257
Rentals ................................... 219,184 205,597
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550,721 4,160,854
Costs and expenses
Cost of land revenues ..................... 185,433 715,452
Cost of rentals ........................... 60,615 51,339
General and administrative ................ 664,196 430,990
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910,244 1,197,781
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(Loss) income from operations .......... (359,523) 2,963,073
Other (income) expense
Interest income ........................... (56,988) (45,119)
Other income .............................. (5,921) (70,694)
Interest expense .......................... 146,287 175,808
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83,378 59,995
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(Loss) earnings before income taxes .... (442,901) 2,903,078
Income tax (benefit) expense ................. (177,000) 1,171,000
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NET (LOSS) EARNINGS .................... $ (265,901) $ 1,732,078
=========== ===========
Weighted average common shares
outstanding ............................... 801,380 802,708
=========== ===========
(Loss) earnings per common share ............. $ (.33) $ 2.16
=========== ===========
WESTLAND DEVELOPMENT CO., INC.
STATEMENTS OF CASH FLOWS
(unaudited)
For the three months ended
September 30,
2000 1999
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Cash flows from operating activities
Cash received from land sales
and collections on real
estate contracts receivable ................. $ 329,807 $ 3,922,889
Development and closing costs paid
on land sales ............................... (154,948) (162,097)
Cash received from rental operations .......... 217,987 211,149
Cash paid for rental operations ............... (10,690) (4,050)
Cash received (paid) for property taxes ....... 18,930 (8,507)
Interest received ............................. 56,419 44,439
Interest paid ................................. (137,105) (173,794)
Income taxes paid ............................. (50,000) --
General and administrative costs paid ......... (652,457) (664,339)
Other ......................................... 5,921 1,474
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Net cash (used) provided by
operating activities ........................ (376,136) 3,167,164
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Cash flows from investing activities
Capital expenditures for income
producing and other properties .............. (3,952,194) (84,309)
Investment in partnerships and joint ventures . 179 (7,584)
Change in short-term investments .............. (1,476,667) (2,909,823)
Proceeds from note receivable-related party ... 816 785
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Net cash used in investing activities ........ (5,427,866) (3,000,931)
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Cash flows from financing activities
Borrowing on notes, mortgages and
assessments payable ......................... 3,429,135 281,476
Repayments of bonds, mortgages,
notes and assessments payable ............... (70,252) (768,158)
Payment of dividends .......................... (1,003,623) (802,708)
Purchase of common stock ...................... (5,850) --
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Net cash provided (used) in
financing activities ....................... 2,349,410 (1,289,390)
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NET DECREASE IN CASH
AND CASH EQUIVALENTS ......................... (3,454,592) (1,123,157)
Cash and cash equivalents at
beginning of period .......................... 3,882,560 1,300,182
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Cash and cash equivalents at
end of period ................................ $ 427,968 $ 177,025
============ ============
Reconciliation of net (loss)
earnings to net cash used in
operating activities
Net (loss) earnings ............................ $ (265,901) $ 1,732,078
Adjustments to reconcile net (loss)
earnings to net cash used
provided by operating activities
Depreciation .............................. 66,416 64,378
Change in
Rents receivable, accrued interest,
property tax and other assets ........... (9,647) (142,868)
Real estate contracts ..................... 1,790 (48,566)
Land and improvements held for
future development and income
producing properties .................... 25,557 545,456
Other assets .............................. (5,824) (49,442)
Accounts and retainages payable,
accrued interest and other
liabilities ............................. 38,473 (104,872)
Income taxes payable ...................... (227,000) 1,171,000
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Net cash (used in) provided by
operating activities ......................... $ (376,136) $ 3,167,164
============ ============
WESTLAND DEVELOPMENT CO., INC.
NOTES TO THE FINANCIAL STATEMENTS
(unaudited)
September 30, 2000
1. The balance sheet at September 30, 2000, statements of cash flows and
statements of operations for the three months ended September 30, 2000 and
September 30, 1999 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 principles 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, 2000. The results of operations for the
three months ended September 30, 2000 are not necessarily indicative of
operating results for the full year.
2. The computation of earnings (loss) per common share has been based upon
the weighted average number of shares of outstanding common stock and common
stock issuable without further consideration, which for the three month periods
ended September 30, 2000 and September 30, 1999 were 801,380 and 802,708,
respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
During the three months ended September 30, 2000, the Company's cash and
cash equivalents decreased by $3,454,592. During this period, operations used
$376,136, the Company invested $5,427,866 in fixed and other assets, primarily
in income producing and short-term investments, incurred $3,429,135 of debt and
paid dividends in the amount of $1,003,623.
During the first quarter of the current fiscal year, the Company had
revenues of $550,721 compared to $4,160,854 during the same period in the prior
fiscal year. Land revenues decreased significantly primarily due to the sale in
1999 of a two parcels for approximately $3,063,000. Operating expenses during
the three months ended September 30, 2000, were $910,244 compared to $1,197,781
during the comparable period in 1999. The decrease was due principally to a
decrease in cost of land revenues of $530,019, partially offset by an increase
in general and administrative expense of $233,206.
The Company may expend approximately $1,692,000 by June 30, 2002 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
Other than the ordinary routine litigation incidental to the Company's
business, neither the Company nor any member of management is the subject of any
pending or threatened legal proceeding.
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-B.
(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: November 9, 2000 By: Barbara Page
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Barbara Page, President,
Chief Executive Officer and
Chief Accounting Officer
