<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended March 31, 1998.
[ ] 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 3,847,982
Class Outstanding at April 30, 1998
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New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q/A
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended March 31,
<TABLE>
<CAPTION>
(in thousands, except per share data) 1998 1997
(As restated.
See Note 8)
- --------------------------------------------------------------------------------
<S> <C> <C>
Revenue:
Property sales $ 4,167 $ 1,973
Property rentals 740 778
Commercial real estate lending 627 253
Investment income 79 40
Other 74 80
- --------------------------------------------------------------------------------
5,687 3,124
- --------------------------------------------------------------------------------
Expenses:
Cost of property sales 3,378 1,110
Property rentals 238 304
Commercial real estate lending 116 --
General and administrative 555 400
Interest 268 254
Depreciation, depletion and amortization 164 119
- --------------------------------------------------------------------------------
4,719 2,187
Income Before Joint Ventures, Non-controlling
Interests and Income Taxes 968 937
Gain from joint ventures 5 16
Non-controlling interests (110) (143)
- --------------------------------------------------------------------------------
Income Before Income Taxes 863 810
Income taxes 346 326
- --------------------------------------------------------------------------------
Net Income $ 517 $ 484
================================================================================
Net Income per Share of Common Stock(1)
BASIC $ 0.07 $ 0.08
DILUTED $ 0.07 $ 0.08
================================================================================
Weighted Average Number of Common Shares(1)
BASIC 6,926 6,391
DILUTED 6,930 6,391
================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
(1) Includes the effect of a 10% stock dividend paid July 18, 1997 and a 20%
stock dividend payable July 10, 1998 to shareholders of record June 10,
1998 and a 3 for 2 stock split paid January 15, 1999 to shareholders of
record December 31, 1998.
2
<PAGE> 3
New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q/A
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
UNAUDITED
MARCH 31, December 31,
(in thousands, except share data) 1998 1997
(As restated.
See Note 8.)
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets
Properties, net $45,912 $46,853
Commercial real estate loans, net 19,973 15,287
Receivables, net 2,810 93
Investments in joint ventures 401 411
Cash and cash equivalents 4,485 6,016
Other 884 851
- --------------------------------------------------------------------------------
Total assets $74,465 $69,511
================================================================================
Liabilities and Shareholders' Equity
Notes payable and lines of credit $15,679 $12,503
Accounts payable and accrued liabilities 3,438 1,646
Deferred revenue 5,520 4,742
Deferred income taxes 3,988 5,361
- --------------------------------------------------------------------------------
Total liabilities 28,625 24,252
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Non-controlling interests 1,857 1,793
- --------------------------------------------------------------------------------
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(1) and 3,847,982 shares (pre-split)
issued and outstanding at March 31, 1998
and December 31, 1997, respectively 24,572 24,572
Retained earnings 19,411 18,894
- --------------------------------------------------------------------------------
Total shareholders' equity 43,983 43,466
- --------------------------------------------------------------------------------
Total liabilities and shareholders' equity $74,465 $69,511
================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
(1) Includes the effect of a 20% stock dividend payable July 10, 1998 to
shareholders of record June 10, 1998 and a 3 for 2 stock split paid
January 15, 1999 to shareholders of record December 31, 1998.
3
<PAGE> 4
New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q/A
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,
<TABLE>
<CAPTION>
(in thousands) 1998 1997
(As restated.
See note 8.)
- -----------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES:
Net income $ 517 $ 484
Gain from sales of investment properties (117) (2)
Non-cash items included above:
Depreciation, depletion and amortization 164 119
Deferred revenue 1,051 (375)
Deferred income taxes (1,373) (138)
Gain from joint ventures (5) (16)
Non-controlling interests 110 143
Net change in:
Receivables (2,717) (96)
Properties under development 1,993 18
Other assets (33) (16)
Accounts payable and accrued liabilities 1,792 391
- -----------------------------------------------------------------------------------------
Net cash flows provided by/(used in) operating activities 1,382 512
- -----------------------------------------------------------------------------------------
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES:
Additions to properties (1,538) (679)
Proceeds from sale of properties 439 2
Distributions from joint ventures 15 --
Proceeds from commercial real estate loans 1,419 407
Additions to commercial real estate loans (6,378) --
- -----------------------------------------------------------------------------------------
Net cash flows provided by/(used in) investing activities (6,043) (270)
- -----------------------------------------------------------------------------------------
CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:
Proceeds from debt 4,255 181
Payments of debt (1,079) (803)
Distributions to non-controlling partners (46) --
- -----------------------------------------------------------------------------------------
Net cash flows provided by/(used in) financing activities 3,130 (622)
- -----------------------------------------------------------------------------------------
Net (decrease) in cash and cash equivalents (1,531) (380)
- -----------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 6,016 7,142
- -----------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 4,485 $ 6,762
=========================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
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New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q/A
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
the accompanying statements be read in conjunction with the consolidated
financial statements appearing in the Company's 1997 annual report on Form
10-K
2. The results of operations for the three months ended March 31, 1998 and
1997, 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, NZ Properties,
Inc., NZ Development Corporation, NZU Inc. and Great Vacations
International Inc., along with joint ventures 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 of 6,926,000 (basic) and 6,930,000 (diluted) in 1998
and 6,391,000 (basic and diluted) in 1997.
6. On May 8, 1998 the Company declared a 20% stock dividend payable July 10,
1998 to shareholders of record as of June 10, 1998. On November 23, 1998
the Company declared a 3-for-2 stock split payable January 15, 1999 to
shareholders of record as of December 31, 1998. The net income per share
and weighted average shares outstanding reported in the financial
statements include the effect of the dividend and the split for all periods
presented.
7. During the quarter, the Company sold a 108 acre parcel of land in
Scottsdale, Arizona. The entire profit on the transaction is approximately
$1 million. Even though the economic substance of the sale is completed and
the buyer has no contractual right to rescind the transaction, the Company
has deferred reporting approximately $870,000 of the profit due to certain
technical provisions in the related accounting literature with respect to
the buyer's initial investment in the property.
8. As previously reported in the Company's Form 10-Q for the quarter ended
March 31, 1998, the Company changed its historical contractual relationship
with the brokerage firm which sells 40-acre parcels of land for the
Company. As a result of that change of circumstances the Company originally
determined that such change resulted in the recognition of revenue of
$1,120,000 in the first quarter. The Company recognized such revenue and
reduced deferred revenue by a like amount. The Company has subsequently
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determined that such change did not result in the culmination of an
earnings process and has corrected this accounting by restating the
financial statements to defer the revenue previously recognized in the
first quarter of 1998. The deferred revenue will be recognized in future
periods.
A summary of the significant effects of the restatement is as follows:
<TABLE>
<CAPTION>
1998
As previously
reported As restated
- --------------------------------------------------------------------------------
<S> <C> <C>
AT MARCH 31,
Deferred revenue $ 4,400 $ 5,520
Deferred income taxes 4,435 3,988
Retained earnings 20,084 19,411
Total shareholders equity 44,656 43,983
FOR THE THREE MONTHS ENDED MARCH 31,
Revenues 6,807 5,687
Income before income taxes 1,983 863
Income taxes 793 346
Net income 1,190 517
Basic earnings per share 0.17 0.07
Diluted earnings per share 0.17 0.07
- --------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
As previously reported in the Company's Form 10-Q for the quarter ended
March 31, 1998, the Company changed its historical contractual relationship with
the brokerage firm which sells 40-acre parcels of land for the Company. As a
result of that change of circumstances the Company originally determined that
such change resulted in the recognition of revenue of $1,120,000 in the first
quarter. The Company recognized such revenue and reduced deferred revenue by a
like amount. The Company has subsequently determined that such change did not
result in the culmination of an earnings process and has corrected this
accounting by restating the financial statements to defer the revenue previously
recognized in the first quarter of 1998. The deferred revenue will be recognized
in future periods.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The real estate lending business will require large amounts of capital in
order for the Company to be an effective competitor in the market. Management
estimates that during the 1998 fiscal year, approximately $80 million of
principal will be required to fund anticipated loan volume. In addition, the
Company will require cash for working capital, for continuing development work
on existing real estate projects and for projects that may be acquired through
tax-deferred exchanges. (See "New Business Activity and Change of Principal
Business Emphasis" in Item 7 of the Company's 1997 Annual Report on Form 10-K.)
The Company expects to generate a substantial amount of cash from the sale
of real estate over the next 12 to 18 months. (See "Results of Operations"
below.) This cash will be re-deployed into the lending or development business.
Cash will also be generated from principal repayments on maturing loans in the
Company's existing loan portfolio. In addition, the Company now uses and intends
to continue to use participants or other joint funding sources on certain real
estate loans.
The Company currently has a $3 million unsecured 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 in December, 1998. At March
31, 1998 the line had an outstanding balance of $2 million. As of April 30, 1998
the line had an outstanding balance of $3 million. This loan contains financial
covenants which require the Company to maintain a specified minimum ratio of
current assets to current liabilities; a specified minimum excess of current
assets over current liabilities; and a specified maximum ratio of total
liabilities to tangible net worth. At March 31, 1998 the Company was in
compliance with these financial covenants. The bank recently approved an
increase in the size of the line to $10 million. As of May 12, 1998, the details
of the new loan agreement were being negotiated. All or some portion of the loan
balance will be secured by certain real estate and loan assets of the Company.
The same commercial bank has made a construction loan to the Company to
finance development of the Grove Commons project. The construction loan is for a
one year term expiring December 31, 1998, and bears interest at the prime rate.
As of March 31, 1998 the loan had an outstanding balance of $641,000. As of
April 30, 1998 the loan had an outstanding balance of $645,000. From a different
commercial bank, one of the Albuquerque joint ventures has loan facilities to be
utilized for lot development. At March 31, 1998 the aggregate outstanding
balance under these loan facilities was $492,000. As of April 30, 1998, there
was $614,000 borrowed against these lines of credit.
In addition to the bank lines, the Company is negotiating with a large
non-bank commercial lender to provide a warehouse line of credit which would be
available to finance the Company's real estate lending activities. Discussions
are on-going and have proceeded to the term-letter stage for this secured
revolving facility. At this time it is not possible to predict when or if this
transaction will close, nor the amount of borrowings that
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<PAGE> 8
may be available to the Company under the facility.
The Company expects to negotiate other credit facilities during the 1998
fiscal year. The proceeds of any such facilities would be used to fund the
Company's real estate lending business and for general corporate purposes.
The Company also intends to seek qualified joint venture partners to
finance large real estate development projects. The use of joint venture
partners provides a source of development 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.
RESULTS OF OPERATIONS
- ---------------------
For the three months ended March 31, 1998, net income was $ 517,000 ($0.07
per share) compared to $484,000 ($0.08 per share) for the same period in 1997.
Pre-tax earnings from property sales were down slightly, by $74,000, for the
three month period ended March 31, 1998 as compared to the same period in 1997.
In connection with the closing of a sale of a 108-acre parcel in Scottsdale,
Arizona in March, 1998 an additional $870,000 of pre-tax earnings from property
sales has been deferred and is expected to be recognized in earnings during the
year. General and administrative expenses are slightly higher primarily due to
increased legal and accounting costs.
The managed portfolio of Bridge Financial Corporation stood at $55.4
million as of March 31, 1998, of which $34.6 million was participated with other
lenders and $20.0 million (net of an allowance for bad debts of $.3 million and
undisbursed loan proceeds of $.5 million) was recorded in the Company's books.
As of April 30, 1998 the managed portfolio is $ 62.1 million, of which $40.1
million is participated and $21.0 million (net of an allowance for bad debts of
$.3 million and undisbursed loan proceeds of $.7 million) is recorded in the
Company's books. This compares to a December 31, 1997 managed portfolio of
$34.0 million, of which $17.8 million was participated and $15.3 million (net
of an allowance for bad debts of $.3 million and undisbursed loan proceeds of
$.6 million) was recorded in the Company's books.
The material loan which was previously reported to be in default in the
Company's 1997 Annual Report on Form 10-K was paid in full, including certain
default charges, during March, 1998. The Company incurred no loss with respect
to this loan.
The Company's four apartment complexes in New Mexico are now in escrow. A
contract for the sale of approximately 2800 acres in Fremont County, Colorado
was finalized and that property is now in escrow. The property in Flagstaff,
Arizona located at Zuni and Walapai Streets, previously reported to be in
escrow, closed escrow on April 27, 1998. On May 11, 1998 the buyer on the
Cottonwood property, which was previously reported to have been in escrow,
exercised its rights under the sales contract to cancel the agreement.
8
<PAGE> 9
SUBSEQUENT EVENT - STOCK DIVIDEND
- ---------------------------------
On May 8, 1998 the Company declared a 20% stock dividend payable July 10,
1998 to shareholders of record on June 10, 1998. On November 23, 1998 the
Company declared a 3-for-2 stock split payable January 15, 1999 to shareholders
of record as of December 31, 1998. The net income per share and weighted average
shares outstanding reported in the financial statements include the effect of
the dividend and the split for all periods presented.
PART II - OTHER INFORMATION
---------------------------
There were no proceedings, changes, occurrences or other matters occurring
during the three month period ended March 31, 1998, requiring a response to
Items 1 through 5.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27.1, Financial Data Schedule
Exhibit 27.2, Revised Financial Data Schedule for 1997
(b) No reports on 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 amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
New Mexico and Arizona Land Company
/s/Jerome L. Joseph
- -------------------------------------
Controller and Treasurer
(Principal Financial Officer)
/s/R. Randy Stolworthy
- -------------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 12, 1999
--------------
9
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,485
<SECURITIES> 0
<RECEIVABLES> 23,058
<ALLOWANCES> 275
<INVENTORY> 0
<CURRENT-ASSETS> 12,118
<PP&E> 51,875
<DEPRECIATION> 5,562
<TOTAL-ASSETS> 74,465
<CURRENT-LIABILITIES> 10,685
<BONDS> 15,679
0
0
<COMMON> 24,572
<OTHER-SE> 19,411
<TOTAL-LIABILITY-AND-EQUITY> 74,465
<SALES> 4,167
<TOTAL-REVENUES> 5,687
<CGS> 3,378
<TOTAL-COSTS> 4,719
<OTHER-EXPENSES> 110
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 268
<INCOME-PRETAX> 863
<INCOME-TAX> 346
<INCOME-CONTINUING> 517
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 517
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,308
<SECURITIES> 0
<RECEIVABLES> 9,661
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 48,006
<DEPRECIATION> 5,410
<TOTAL-ASSETS> 66,335
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 13,738
<OTHER-SE> 22,374
<TOTAL-LIABILITY-AND-EQUITY> 66,335
<SALES> 1,973
<TOTAL-REVENUES> 3,124
<CGS> 1,110
<TOTAL-COSTS> 1,414
<OTHER-EXPENSES> 519
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 254
<INCOME-PRETAX> 810
<INCOME-TAX> 326
<INCOME-CONTINUING> 484
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 484
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
