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[QUOTE]Originally posted by SilverStreak: [QB] A litte DD from Yahoo 17-Jun-2004 Quarterly Report ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement Regarding Forward-Looking Statements The information herein contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward looking statements involve risks and uncertainty, including, without limitation, the ability of Nexia to continue its business strategy, changes in the real estate markets, labor and employee benefits, as well as general market conditions, competition, and pricing. Although Nexia believes that the assumptions underlying the forward looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward looking statements included in the Form 10QSB will prove to be accurate. In view of the significant uncertainties inherent in the forward looking statements included herein, the inclusion of such information should not be regarded as a representation by Nexia or any other person that the objectives and plans of Nexia will be achieved. General Nexia operates in two primary areas of business: Nexia acquires, leases and sells real estate; and, Nexia provides financial consulting services. The following discussion examines Nexia's financial condition as a result of operations for the three months ended March 31, 2004, and compares those results with the comparable period from last year. Real Estate Operations Nexia's objective, with respect to real estate operations, is to acquire, through subsidiaries, properties which management believes to be undervalued and which Nexia is able to acquire with limited cash outlays. Nexia will consider properties anywhere within the continental United States. Nexia attempts to acquire such properties by assuming existing favorable financing and paying the balance of the purchase price with nominal cash payments or through the issuance of shares of common stock. Once such properties are acquired, Nexia leases them to primarily commercial tenants. Nexia also makes limited investments to improve the properties with the objective of increasing occupancy and cash flows. Management believes that, with limited improvements and effective management, properties can be sold at a profit within a relatively short period of time. Nexia recorded rental revenues of $128,147 for the three months ended March 31, 2004, as compared to $130,509 for the same period in 2003. The decrease in rental revenues was due to a decrease in occupancy rates in the Glendale shopping center. Nexia had a loss from real estate operations of $64,223 for the three months ended March 31, 2004, compared to a loss of $46,298 for the same period in 2003. The increase in loss is attributable primarily to the decrease in occupancy. Nexia will continue efforts to improve profitability and cash flow by working to increase occupancy and rental income from those properties which have a high vacancy rate as well as focusing on properties with the highest per square foot rental rates. Nexia also intends to continue to purchase real estate primarily for appreciation purposes. Accordingly, Nexia hopes to not only minimize any real estate cash flow deficit, but also generate sufficient cash to record a substantial profit upon property disposition. Consulting Operations Nexia, through its majority owned subsidiary, Hudson Consulting Group, Inc., ("Hudson") provides a variety of financial consulting services to various clients. The primary service performed by Hudson involves assisting clients in structuring mergers and acquisitions. This includes locating entities suitable to be merged with or acquired by Hudson's clients, as well as providing general advice related to the structuring of mergers or acquisitions. Hudson also assists clients in restructuring their capital formation, advises with respect to general corporate problem solving and EDGAR filings. Nexia's consulting subsidiary generates revenues through consulting fees payable in the client's equity securities, cash, other assets or some combination of the three. The primary form of compensation received is the equity securities of clients. When payment is made in the form of restricted equity securities, the number of shares to be paid is usually dependent upon the price of the client's common stock (if such price is available) and the extent of consulting services provided. When stock is received as payment it is booked as deferred revenue at its currently quoted market value. After the stock is sold, it is then booked as revenue. Nexia generates cash flow, in part, by liquidating non-cash assets (equity securities) received as fees for consulting services. As most fees are paid in the form of equity, the revenues and cash flows realized by Nexia are somewhat tied to the price of its clients' securities and Nexia's ability to sell such securities. A decline in the market price of a client's stock can affect the total asset value of Nexia's balance sheet and can result in Nexia incurring substantial losses on its income statement. Nexia's portfolio consists primarily of restricted and unrestricted shares of common stock in micro to small cap publicly traded companies. This portfolio currently consists of shares of common stock in over 25 different companies whose operations range from that of high-tech to oil and gas companies. The Company's ownership in the above publicly traded companies is less than 20% and thus accounts for them as investments available for sale at the lower of cost or market. Nonetheless, Nexia's portfolio is considered extremely volatile. Revenues from Nexia's financial consulting operations decreased for the quarter ended March 31, 2004, as compared to the comparable period in 2003. Nexia recorded $21,614 in revenues for the three months ended March 31, 2004, from its financial consulting operations as compared to $58,203 for the same period of 2003. Nexia experienced a loss from consulting operations of $87,658 for the three months ended March 31, 2004 as compared to a gain of $1,112 for the three months ended March 31, 2003. Company Operations as a Whole Revenues Gross revenues for the three month period ended March 31, 2004, was $149,761 as compared to $188,712 for the same period in 2003. The change in three month revenues of $38,951 is due to the issues stated above. Losses Nexia recorded operating losses of $151,881 for the three month period, ended March 31, 2004, compared to losses of $45,186 for the comparable period in the year 2003. Nexia recorded net losses of $751,565 for the three months ended March 31, 2004, as compared to net losses of $91,063 for the same period in the previous year. The increase in losses is attributable primarily to an increase in expenses as a result of issuing shares of common stock for services rendered. Nexia does not expect to operate at a profit through fiscal 2004. Since Nexia's activities are closely tied to the securities markets and the ability to operate its real estate properties at a profit, future profitability or its revenue growth tends to follow changes in the securities and real estate market place. There can be no guarantee that profitability or revenue growth can be realized in the future. Expenses General and administrative expenses for the three months ended March 31, 2003, were $568,745, compared to $2,969 for the same period in 2003. The increase in expenses is due primarily to increase in non-cash directors fees of $480,000 and $73,000 in legal and accounting fees. The Company issued 10,000,000 shares of restricted stock to each director as fees. Depreciation and amortization expenses for the three months ended March 31, 2004 and March 31, 2003, were $32,325 and $48,343, respectively. This change was due primarily to the sale of propertries by Company. Capital Resources and Liquidity On March 31, 2004, Nexia had current assets of $352,046 and $3,435,267 in total assets. Nexia had a net working capital deficit of $1,191,703 at March 31, 2004. The working capital deficit is due primarily to mortgages, which may come due in the next twelve months and are thus considered as current liabilities. Net cash provided by operating activities was $48,717 for the three months ended March 31, 2004, compared to net cash used in operating activities of $188,955 for the three months ended March 31, 2003. Cash used by investing activities was $21,294 for the three months ended March 31, 2004, compared to cash flow used by investing activities of $2,761 for the same period in 2003. Cash provided by financing activities was $78,844 for the three months ended March 31, 2003, compared to $129,177 for the three months ended March 31, 2003. Due to Nexia's debt service on real estate holdings, willingness to acquire properties with negative cash flow shortages and acceptance of non-cash assets for consulting services, Nexia may experience occasional cash flow shortages. To cover these shortages we may need to sell securities from time to time at a loss. In addition, the Company is currently experiencing challenges with regard to cash flows. We are looking at several options to improve this situation, including the private placement of Nexia common stock. Stock and Options To Employees and Contractors During the quarter ending March 31, 2004, Nexia's subsidiary, Hudson Consulting Group, Inc., has continued a policy of limited cash payments to its employees and relied primarily on the issuance of common stock registered under the Company's S-8 Registration Statement for employee compensation. Impact of Inflation Nexia believes that inflation has had a negligible effect on operations over the past three years. Nexia believes that it can offset inflationary increases in the cost of materials and labor by increasing sales and improving operating efficiencies. Known Trends, Events, or Uncertainties General Real Estate Investment Risks Nexia's investments are subject to varying degrees of risk generally incident to the ownership of real property. Real estate values and income from Nexia's current properties may be adversely affected by changes in national or local economic conditions and neighborhood characteristics, changes in interest rates and in the availability, cost and terms of mortgage funds, the impact of present or future environmental legislation and compliance with environmental laws, the ongoing need for capital improvements, changes in governmental rules and fiscal policies, civil unrest, acts of God, including earthquakes and other natural disasters which may result in uninsured losses, acts of war, adverse changes in zoning laws and other factors which are beyond the control of Nexia. Value and Illiquidity of Real Estate Real estate investments are relatively illiquid. The ability of Nexia to vary its ownership of real estate property in response to changes in economic and other conditions is limited. If Nexia must sell an investment, there can be no assurance that Nexia will be able to dispose of it in the time period it desires or that the sales price of any investment will recoup the amount of Nexia's investment. Property Taxes Nexia's real property is subject to real property taxes. The real property taxes may increase or decrease as property tax rates change and as the property is assessed or reassessed by taxing authorities. If property taxes increase, Nexia's operations could be adversely affected. FOR MORE INFORMATION, CONTACT: Richard Surber, President 801-575-8073 Fax: 801-575-8092 or email hudconsult@aol.com FOR IMMEDIATE RELEASE Nexia Subsidiary Embarks Upon Renovation of Historic Wallace Bennet Building Salt Lake City, Utah June 29, 2004 - Nexia’s majority owned subsidiary, Wasatch Capital Corporation, began construction on the second floor of the Wallace Building, which consists of approximately 3,600 sq. ft. During 2002, Wasatch was able to complete renovations on the ground floor at a cost of $139,667.42, which is now at 100% occupancy. Subsequent to those renovations, Wasatch obtained an MAI appraisal valuing the property at $2.3 million as part of a refinancing transaction. The current book value is stated at $635,198 as of March 31 ,2004. When the property was refinanced, $202,920.00 was set aside for renovations. Phase one in renovating the property was the completion of the ground floor build out. Rental revenues were the sole source of funding to complete those renovations. Phase two in the renovation process has now begun on the second floor of the Wallace building. The original floor plan is being maintained as well as the original wood flooring to preserve the character and the historic mystique of the property. The build out of the 3,600 sq. ft. is expected to cost about $200,000 to complete. All demolition work has been completed. The renovations will include all new electrical, plumbing, HVAC, windows, bathrooms, wall coverings, doors, lighting fixtures, and other improvements. The finished product will be a showpiece of Nexia’s dedication to historic preservation and providing beautiful work facilities for its staff. In an effort to stretch the construction loan as far as possible, Nexia is covering all of the labor costs through the issuance of shares and options under its 2004 benefit plan. The proceeds from the construction loan are being used solely to purchase materials. Nexia plans to retain the same contractor to complete the remaining renovations. The remaining three floors on the Bennet side of the building, which consists of 13,677 square feet, are next on the slate of planned renovations for Phase three. Phase three plans are in process to build out the second floor of the Bennet side of the property which is 4,559 square feet. A tenant has been located to occupy the 4,559 square feet at a rate of $8.00 per square foot. Lease negotiations are in progress. The tenant will be responsible for the necessary renovations which will be offset against future lease payments. A new elevator is one of the anticipated renovations at an estimated cost of $80,000. Phase four is in the planning stage and may entail converting the remaining floors into 10 to 14 apartment units. The unique architectural flair of the building will lend the apartments a very desirable marketing angle. The historic Wallace-Bennet building is located in the heart of downtown Salt Lake City and is a 36,797 square foot, turn-of-the-century multi-story mixed use building. The renovations, when completed, will improve the value and marketability of the property as well as offering a new opportunity for the public to interact with this well recognized and much loved landmark. Nexia intends to move its corporate headquarters to the newly renovated space by September 1, 2004. A number of statements contained in this press release are forward-looking statements which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, notwithstanding the fact that such Act may not be available to Nexia. Forward-looking statements involve risk and uncertainty, and there can be no assurance that the results described in such statements will be realized. Such statements are based on current expectations and we undertake no obligation to publicly update or reissue any forward-looking statements. Risk factors that may cause the actual results to differ are described in various documents filed by the company with the U.S. Securities and Exchange Commission. Investors are strongly encouraged not to invest any monies which they cannot afford to lose. Additionally, Nexia strongly encourages the public to read the above information in conjunction with its Form 10-KSB for December 31, 2003 and Form 10-QSB for March 31, 2004. Nexia’s disclosures can be viewed at [URL=http://www.sec.gov.]www.sec.gov.[/URL] [/B][/QUOTE] [/QB][/QUOTE]
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