U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-9900

ARIZONA LAND INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

Arizona   86-0602478

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2999 N. 44th Street, Suite 100, Phoenix, Arizona 85018

(Address of principal executive offices)

(Zip Code)

(602) 952-6800

(Registrant’s telephone number, including area code)

  


(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required 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 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ¨     No   x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 14, 2007, there were 1,851,025 shares of Class A common stock and 100 shares of Class B common stock issued and outstanding.

 



Table of Contents

 

            Page

Part I

     

Item 1.

  

Financial Statements

  

Item 2.

  

Management’s Discussion and Analysis or Plan of Operation

   8

Item 3.

  

Controls and Procedures

   10

Part II

     

Item 6.

  

Exhibits

   11

Signatures

   11

Certifications

  

 

2


ARIZONA LAND INCOME CORPORATION

Balance Sheets

 

     September 30,
2007
(Unaudited)
    December 31,
2006
 

Assets

    

Cash and cash equivalents

   $ 603,430     $ 773,993  
                

Investments:

    

Trading Securities

     1,688,712       1,800,102  

Securities available for sale

     1,797,030       —    

Accrued interest receivable

     —         67,550  

Mortgage note receivable, net of deferred gain on real estate

     —         3,411,346  

Land held for sale

     55,890       55,890  
                

Total Investments

     3,541,632       5,334,888  
                

Total assets

   $ 4,145,062     $ 6,108,881  
                

Liabilities

    

Accounts payable and other liabilities

   $ 42,543     $ 25,865  

Dividends payable

     —         1,851,025  
                

Total Liabilities

     42,543       1,876,890  
                

Stockholders’ Equity

    

Common Stock-Class A

     185,103       185,103  

Common Stock-Class B

     10       10  

Additional paid-in capital

     21,670,997       21,670,997  

Unrealized loss on marketable securities-net

     (6,474 )     —    

Distributions in excess of earnings

     (17,747,117 )     (17,624,119 )
                

Total stockholders’ equity

     4,102,519       4,231,991  
                

Total liabilities and stockholders’ equity

   $ 4,145,062     $ 6,108,881  
                

The accompanying notes are an integral part of these balance sheets.

 

3


ARIZONA LAND INCOME CORPORATION

Statements of Operations

(Unaudited)

 

     Three months
ended
Sept. 30, 2007
    Three months
ended
Sept. 30, 2006
    Nine months
ended
Sept. 30, 2007
    Nine months
ended
Sept. 30, 2006
 

Income

        

Interest on mortgages

   $ —       $ 71,729     $ 36,367     $ 269,919  

Interest on temporary investments

     42,432       31,910       127,905       59,773  

Sign lease income

     3,750       3,750       11,250       11,250  
                                

Total income

     46,182       107,389       175,522       340,942  
                                

Expenses

        

Professional services

     57,530       32,233       184,765       52,249  

Administration and general

     3,709       21,025       90,055       39,564  

Directors’ fees

     7,500       9,900       23,700       26,100  
                                

Total expenses

     68,739       63,158       298,520       117,913  
                                

Income before gain on sale of properties and income tax expense

     (22,557 )     44,231       (122,998 )     223,029  

Gain on sale of properties

     —         3,567,735       —         3,567,735  
                                

Income before income taxes

     (22,557 )     3,611,966       (122,998 )     3,790,764  

Income taxes

     —         (7,644 )     —         (7,644 )
                                

Net income (loss)

   ($ 22,557 )   $ 3,604,322     ($ 122,998 )   $ 3,783,120  
                                

Net income (loss) per common share

   $ (0.01 )   $ 1.95     $ (0.07 )   $ 2.04  

Dividends declared per share

   $ 0.00     $ 0.10     $ 0.00     $ 0.30  

Weighted average number of shares of common stock outstanding

     1,851,025       1,851,025       1,851,025       1,851,025  

The accompanying notes are an integral part of these statements.

 

4


ARIZONA LAND INCOME CORPORATION

Statements of Cash Flows

(Unaudited)

 

     Nine months ended
September 30, 2007
    Nine months ended
September 30, 2006
 

Cash Flows from Operating Activities:

    

Net income (loss)

   $ (122,998 )   $ 3,783,120  

Adjustments to reconcile net income (loss) to net cash provided by operating activities

    

Recognition of deferred income

     —         (3,567,735 )

Change in assets and liabilities:

    

(Increase) decrease in accrued interest receivable

     67,550       (12,314 )

(Increase) in trading securities

     (114,976 )     (17,903 )

Increase in accounts payable and other liabilities

     16,678       11,752  
                

Net cash provided by (used in) operating activities

     (153,746 )     196,920  
                

Cash Flows from Investing Activities:

    

Proceeds from sale of mortgage note receivable

     3,411,346       —    

Purchase of trading securities

     (7,250,530 )     (2,499,936 )

Sale of trading securities

     7,476,896       1,318,000  

Purchase of securities available for sale

     (1,803,504 )     —    

Principal payments received from mortgages

     —         1,783,209  

Additional investment in mortgage note receivable

     —         (70,337 )
                

Net cash provided by investing activities

     1,834,208       530,936  
                

Cash Flows from Financing Activities:

    

Payment of dividends

     -1,851,025       -555,310  
                

Net cash used in financing activities

     -1,851,025       -555,310  
                

Increase (decrease) in cash and temporary investments

     -170,563       172,546  

Cash and cash equivalents – beginning of period

     773,993       71,116  
                

Cash and cash equivalents – end of period

   $ 603,430     $ 243,662  
                

Schedule of Non-Cash Investing and Financing Activities:

    

Dividends declared in excess of dividends paid

   $ —       $ 185,103  

Supplemental Disclosures of Cash Flow Information:

    

Income Taxes Paid

   $ —       $ 7,644  

The accompanying notes are an integral part of these statements.

 

5


Arizona Land Income Corporation

Notes to Financial Statements

September 30, 2007

 

Note 1 Basis of Presentation - The financial statements have been prepared by Arizona Land Income Corporation (the “Company” or “AZL”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and the instructions to Form 10-QSB. In the opinion of the Company, the unaudited financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the results of operations and cash flows for the periods presented. The results of operations for the three months and nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year.

 

Note 2 Summary of Significant Accounting Policies

Cash and Cash Equivalents : Investments with an original maturity of less than 90 days when purchased are considered cash equivalents. On occasion, the Company may have deposits with financial institutions in excess of governmental insured limits.

Marketable Securities: U.S. Treasury Notes and debt securities of other governmental agencies with original maturities of 120 days or more are classified as trading securities upon acquisition and recorded at fair value. Gains and losses are included in income on trading securities in the accompanying statements of operations. Substantially all income from trading securities for the three months ended September 30, 2007 and 2006 resulted from interest earned on securities. The Company’s available for sale securities are reported at fair value with unrealized gains or losses excluded from earnings and reported as a separate component of shareholders’ equity.

Income Taxes and REIT Status : The Company has elected treatment as a real estate investment trust (“REIT”) under Internal Revenue Code (“IRC”) Sections 856-860. A REIT is taxed in the same manner as any corporation except that it may deduct certain qualifying distributions made to shareholders and reduce or eliminate any potential income taxes. This distribution deduction must be at least 90% of the REIT’s taxable income. The Company has met the distribution requirement for all periods presented, and thus has not recorded any income tax provision in the accompanying statements of operations.

For income tax purposes, certain expenses or reserves for financial reporting purposes are not allowed as current tax deductions. Similarly, the Company may take certain current deductions for tax purposes that are not current expenses for financial reporting purposes.

On July 13, 2006, the FASB issued Interpretation No. 48. Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109 (“Fin 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.

The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the adoption of FIN 48, the Company has not recognized any change to the January 1, 2007 balance in retained earnings. At January 1, 2007 and September 30, 2007, the Company had no unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate in future periods. The adoption of FIN 48 did not impact our consolidated financial condition, results of operations or cash flows.

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrued interest or penalties at January 1, 2007 and no accrued interest or penalties at September 30, 2007.

The Company is subject to taxation in the U.S.

 

6


Note 3 Available for Sale Securities – The following is a summary of the Company’s Available for Sale Securities as of September 30, 2007:

 

Cost

   $ 1,803,504  

Gross unrealized holding gains

     6,496  

Gross unrealized holding losses

     (12,970 )
        

Fair market value

   $ 1,797,030  
        

 

Note 4 Mortgage Note Receivable

The mortgage note receivable which totaled $3,516,852 at December 31, 2006 was received as partial consideration for the Company’s sale of the property associated with Loan No. 6. The Company sold its remaining holdings of approximately 280 acres in Maricopa County, Arizona on May 10, 2004.

In February 2007, the Company sold its interest in the note receivable to a related party for $3,411,346 and invested the proceeds from that sale in trading securities. As of December 31, 2006, the Company recorded an impairment reserve for loss on sale of $105,506, resulting in no gain or loss for the nine months ended September 30, 2007.

 

Note 5 Other Comprehensive Income (Loss)

Unrealized gains and losses on investments are excluded from net income but are reported as comprehensive income on the Balance Sheets under Shareholders’ equity. The following table illustrates the effect on net income (loss) if the Company had recognized comprehensive income:

 

     Nine months ended
September 30, 2007
    Nine months ended
September 30, 2006

Net income (loss)

   $ (122,998 )   $ 3,783,120

Comprehensive loss from the unrealized loss on marketable securities

     (6,474 )     —  
              

Comprehensive income (loss)

   $ (129,472 )   $ 3,783,120
              

 

7


Item 2. Management’s Discussion and Analysis or Plan of Operation

Arizona Land Income Corporation (the “Company” or “AZL”) is an Arizona corporation which has elected to be treated as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986. The statements of operations filed herewith cover the periods from January 1, 2007 through September 30, 2007, and January 1, 2006 through September 30, 2006.

Potential Dissolution/Transaction with Pacific Office

As disclosed in the Company’s prospectus used in connection with the Company’s 1988 initial public offering and in its subsequent annual reports on Form 10-KSB, the Company’s intent at the time of the public offering was to dissolve within approximately eight years after the date of such offering.

For the past several years, we have been liquidating our loan and land holdings and returning capital to our shareholders through regular and special dividends. In the second quarter ended June 30, 2004, we sold our remaining holdings (with the exception of a small parcel of approximately 1/100 th of an acre) of approximately 280 acres related to Loan No. 6. As partial consideration for the Company’s sale of the property associated with Loan No. 6, the Company received a mortgage note receivable which totaled $3,516,852 at December 31, 2006. In February 2007, the Company sold its interest in the note receivable to a related party for $3,411,346 and invested the proceeds from that sale in trading securities.

In January 2005, we engaged Peacock, Hislop, Staley & Given, Inc., a financial advisor (“PHS&G”) to assist in developing and evaluating strategic alternatives available to the Company to enhance shareholder value. Alternatives that were being considered included a change of business plan for the Company, a merger or sale of the Company, a combination of these, or the decision to take no action other than the completion of the liquidation of the Company. We issued a press release on January 24, 2005 announcing our engagement with PHS&G and the purpose of the engagement. Our Board of Directors believed that PHS&G’s historic relationship with, and long knowledge of, the Company put it in a unique position to assist in determining the best course of action for the Company to take.

Our engagement of PHS&G has entailed an effort by PHS&G to locate a possible merger, partner or acquirer for the Company that would result in enhanced shareholder value. Our agreement with PHS&G calls for the Company to pay PHS&G a fee of 4% of the transaction value (but in no event more than $250,000) only upon the successful completion of its efforts.

In connection with PHS&G’s receipt of certain offers from interested parties relating to a potential transaction with the Company, our Board met in March 2005 for the purpose of forming a special committee composed of qualified independent directors (the “Special Committee”). The Special Committee was tasked with investigating and negotiating a potential business disposition, liquidation or other strategic transaction regarding the Company. We announced on October 3, 2006 that we had entered into a Master Formation and Contribution Agreement (as subsequently amended, the “Master Agreement”) with POP Venture, LLC, a Delaware limited liability company (“Pacific Office Contributor”), as described in our annual report on Form 10-KSB for the fiscal year ended December 31, 2006 (see “Item 1. Description of Business—Proposed Transactions with Pacific Office Contributor” in that Form 10-KSB). Pursuant to the Master Agreement, the Company will form an umbrella partnership (“UPREIT”) in which the Company is the sole general partner. Upon consummation of the transactions contemplated by the Master Agreement (the “Closing”), the UPREIT will acquire ownership interests in up to nine office properties (the “Contributed Properties”), which comprise approximately 2.4 million square feet of office space, in consideration for common units and convertible preferred units in the UPREIT with a value equal to the net asset value of the interests in the Contributed Properties at Closing. This value is estimated to be approximately $163.5 million.

Results of Operations

For the quarter ended September 30, 2007, the Company had total income of approximately $46,000 compared to $107,000 for the quarter ended September 30, 2006. This decrease was primarily attributable to a decrease of approximately $72,000 in interest on mortgages and an increase of approximately $11,000 in interest on temporary investments. During the first quarter of 2007, the Company sold its mortgage note receivable and invested the proceeds in temporary investments.

The Company’s expenses for the quarter ended September 30, 2007 were approximately $69,000 compared to $63,000 for the quarter ended September 30, 2006. The Company’s fees for professional services increased to approximately $58,000 for the quarter ended September 30, 2007 from approximately $32,000 for the same period of 2006. The increase in fees for professional services can be attributed to expenses associated with the proposed transaction between the Company

 

8


and Pacific Office Contributor, pursuant to the Master Agreement. The Company’s administration and general expenses decreased to approximately $4,000 for the quarter ended September 30, 2007, from approximately $21,000 for the quarter ended September 30, 2006.

The Company reported a net loss of approximately $23,000 for the quarter ended September 30, 2007 compared to net income of approximately $3,604,000 for the quarter ended September 30, 2006, due to the gain on sale of properties.

The Company reported a net loss of approximately $123,000 for the nine-month operating period ended September 30, 2007, compared to net income of $3,783,000 for the same period during fiscal 2006. This decrease resulted from a decrease of approximately $234,000 in interest on mortgages and an increase of approximately $68,000 in interest on temporary investments. In addition, the Company recorded a gain on sale of $3,568,000 during the nine months ended September 30, 2006.

For the nine-month operating period ended September 30, 2007, the Company reported expenses of approximately $299,000 compared to approximately $118,000 for the same period during fiscal year 2006. This increase resulted from an increase in fees for professional services of approximately $133,000 and an increase of approximately $50,000 in administration and general expenses.

Liquidity and Capital Resources

The Company currently has no commitments for any material capital expenditures and does not anticipate any such expenditures in the foreseeable future.

The Company has agreed under the Master Agreement not to declare or pay any further dividends prior to the consummation of the transactions contemplated by the Master Agreement, except for a special dividend to address compliance with annual income distribution requirements for real estate investment trusts for 2007.

Critical Accounting Estimates

The Company estimates the carrying value of its land held for sale and certain other investments. At September 30, 2007, the Company had made no provisions for impairment on any of its assets.

Note Regarding Forward-Looking Statements

Our disclosure and analysis in this Report on Form 10-QSB contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which include information relating to future events, future financial performance, strategies, expectations, risks and uncertainties. From time to time, we also provide forward-looking statements in other materials we release to the public as well as oral forward-looking statements. These forward-looking statements include, without limitation, statements regarding: projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; statements regarding strategic transactions such as mergers or acquisitions or a possible dissolution of the Company; and statements of management’s goals and objectives and other similar expressions. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Words such as “believe,” “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “strive” and similar expressions, as well as statements in future tense, identify forward-looking statements.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-KSB, Forms 10-QSB and 8-K reports to the Securities and Exchange Commission.

 

9


Item 3. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-5 of the Securities Exchange Act of 1934, as amended. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our reports that we file with or submit to the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There have been no significant changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

10


PART II - OTHER INFORMATION

 

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-B

 

10.1    Fourth Amendment and Exhibit Acknowledgement to Master Formation and Contribution Agreement, dated as of November 9, 2007, between the Registrant and POP Venture, LLC.¹
10.2    Master Amendment to Contribution Agreements, dated as of November 9, 2007, between Registrant and POP Venture, LLC.²
31.1    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith).
31.2    Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith).
32.1    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Item 601(b)(32) of Regulation S-B. (Filed herewith).

SIGNATURES

In accordance with 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.

 

    ARIZONA LAND INCOME CORPORATION
Date: November 14, 2007     /s/ Thomas R. Hislop
    Thomas R. Hislop
    Chairman of the Board, Chief Financial Officer and
    Chief Executive Officer

 

¹ Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed with the SEC on November 13, 2007

 

² Incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K, filed with the SEC on November 13, 2007

 

11

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