SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 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 0-12114 CADIZ LAND COMPANY, INC. (Exact name of registrant specified in its charter) DELAWARE 77-0313235 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10535 Foothill Boulevard, Suite 150 Rancho Cucamonga, CA 91730 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (909) 980-2738 Securities Registered Pursuant to Section 12(b) of the Act: None Name of Each Exchange Title of Each Class on Which Registered None None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock (Title of Class) Indicate by check mark whether the registrant (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 ----- ------ The number of shares outstanding of each of the Registrant's classes of Common Stock at August 12, 1996 was 19,572,611 shares of Common Stock, par value $0.01.
Cadiz Land Company, Inc. Index to the Condensed Consolidated Financial Statements For the Three Months Ended June 30, 1996 Page(s) I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A. Balance Sheet. . . . . . . . . . . . . . . . . . . . . . 1 B. Statement of Cash Flows. . . . . . . . . . . . . . . . . 3 C. Statement of Operations . . . . . . . . . . . . . . . . 4 D. Statement of Stockholders' Equity. . . . . . . . . . . . 5 E. Notes. . . . . . . . . . . . . . . . . . . . . . . . . . 6 II. SUPPLEMENTARY INFORMATION A. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . 8 B. Other Information. . . . . . . . . . . . . . . . . . . . 15 C. Signatures . . . . . . . . . . . . . . . . . . . . . . . 16
<TABLE> Cadiz Land Company, Inc. Condensed Consolidated Balance Sheet <CAPTION> June 30, March 31, Assets: 1996 1996 -------- --------- ($ in thousands) (unaudited) <S> <C> <C> Cash and cash equivalents $ 2,544 $ 5,153 Accounts receivable 614 443 Inventory 412 266 Property and equipment, net 2,157 2,252 Land and improvements, net: Developed property 9,343 9,429 Unimproved land 12,351 12,236 Water transfer projects 2,555 2,496 Excess of purchase price over net assets acquired, net 5,098 5,155 Debt issue costs and other assets 2,422 1,233 --------- -------- $37,496 $38,663 ======= ======= <FN> See accompanying notes to the consolidated financial statements. </TABLE> <TABLE> Cadiz Land Company, Inc. Condensed Consolidated Balance Sheet <CAPTION> June 30, March 31, Liabilities and Stockholders' Equity: 1996 1996 --------- -------- ($ in thousands except number of shares) (Unaudited) <S> <C> <C> Accounts payable $ 1,296 $ 1,772 Other liabilities 823 521 Debt 17,982 17,617 Contingencies (Note 5) Stockholders' equity: Common stock - $.01 par value; 24,000,000 shares authorized; shares issued and outstanding - 19,400,389 at June 30, 1996 and 19,247,611 at March 31, 1996 194 192 Preferred stock - $.01 par value; 100,000 shares authorized; no shares outstanding Additional paid-in capital 73,584 72,957 Accumulated deficit (56,383) (54,396) ----------- ------------ Total stockholders' equity 17,395 18,753 ----------- ------------ $37,496 $ 38,663 ======= ======== <FN> See accompanying notes to the consolidated financial statements. </TABLE> <TABLE> Cadiz Land Company, Inc. Condensed Consolidated Statement of Cash Flows <CAPTION> For the Three Months Ended June 30, 1996 1995 ------- ------- ($ in thousands) (unaudited) <S> <C> <C> Cash flows from operating activities: Net loss $ (1,987) $ (1,851) Adjustments to reconcile net loss to net cash used for continuing operating activities: Depreciation and amortization 473 470 Interest capitalized to debt 199 127 The effect on net cash used for continuing operating activities from changes in assets and liabilities: Inventory and accounts receivable (319) (339) Debt issue costs and other assets (46) (72) Accounts payable and other liabilities (565) (27) --------- -------- Net cash used for operating activities (2,245) (1,692) --------- --------- Cash flows from investing activities: Land purchase and development (133) (135) Water transfer projects (59) (419) Additions to property and equipment (6) (175) Sun World International, Inc. - acquisition costs (897) -0- -------- -------- Net cash used for investing activities (1,095) (729) --------- -------- Cash flows from financing activities: Net proceeds from issuance of common stock 629 279 Proceeds from issuance of debt 112 155 Principal payments on debt (10) (2) -------- -------- Net cash provided by financing activities 731 432 --------- -------- Net decrease in cash and cash equivalents (2,609) (1,989) Cash and cash equivalents, beginning of year 5,153 2,454 -------- -------- Cash and cash equivalents, end of period $ 2,544 $ 465 <FN> ======= ======= See accompanying notes to the consolidated financial statements. </TABLE> <TABLE> Cadiz Land Company, Inc. Condensed Consolidated Statement of Operations <CAPTION> For the Three Months Ended June 30, 1996 1995 ------ ------ ($ in thousands except per share data) (unaudited) <S> <C> <C> Revenues $ 82 $ 54 ------- ----- Costs and expenses: Resource development 580 434 Landfill prevention activities 127 356 General and administrative 934 415 Depreciation 200 202 Amortization 58 58 ------- ------- 1,899 1,465 ------- ------- Operating loss (1,817) (1,411) Interest expense, net (439) (440) Litigation settlement (Note 5) 269 -0- --------- -------- Net loss $ (1,987) $ (1,851) ========= ========= Net loss per share $ (0.12) $ (0.11) ========= ========== <FN> See accompanying notes to the consolidated financial statements. </TABLE> <TABLE> Cadiz Land Company, Inc. Condensed Consolidated Statement of Stockholders' Equity <CAPTION> For the Three Months Ended June 30, 1996 ($ in thousands except number of shares) (unaudited) Additional Total Common Stock Paid-In Accumulated Stockholders' ----------------- Shares Amount Capital Deficit Equity ------- ------- ------- -------- -------- <S> <C> <C> <C> <C> <C> Balance as of March 31, 1996 19,247,611 $ 192 $72,957 $(54,396) $18,753 Exercise of stock options (Note 4) 152,778 2 627 629 Net loss (1,987) (1,987) ----------- ----- ------- --------- -------- Balance as of June 30, 1996 19,400,389 $ 194 $73,584 $(56,383) $17,395 =========== ===== ======= ========= ======== <FN> See accompanying notes to the consolidated financial statements. </TABLE> NOTE 1 - DESCRIPTION OF BUSINESS - --------------------------------------------------- Business of the Company - -------------------------------- Cadiz Land Company, Inc. (the "Company") identifies, acquires and develops properties (to date in the desert regions of Southern California) which have significant indigenous supplies of water. The Company evaluates, on an ongoing basis, the various means by which the land and water resources available to its portfolio of properties can be utilized for the purposes of enhancing the long-term appreciation of its properties. The Company currently owns or controls approximately 43,000 acres, with its largest property totalling approximately 31,800 acres at Cadiz, California. Basis of Presentation - -------------------------------- The Condensed Consolidated Financial Statements have been prepared by the Company without audit and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's latest Form 10-K for the year ended March 31, 1996. The foregoing Condensed Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments which the Company considers necessary for a fair presentation. The results of operations for the three months ended June 30, 1996 are not necessarily indicative of the results to be expected for the full fiscal year. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ------------------------------------------------------ See Note 2 to the Condensed Consolidated Financial Statements included in the Company's latest Form 10-K for a discussion of the Company's accounting policies. Net loss per share is computed based on the weighted average number of common shares outstanding of 19,257,667 and 17,023,069 for the quarters ending June 30, 1996 and 1995, respectively. NOTE 3-ACQUISITION OF SUN WORLD INTERNATIONAL, INC. - ------------------------------------------------------- A consensual Plan of Reorganization (the "Plan") for the acquisition of Sun World International, Inc. ("Sun World") by the Company (Debtors' Modified Fourth Amended Consolidated Plan of Reorganization dated June 3, 1996) was confirmed at a hearing on July 12, 1996. Upon satisfaction of all Plan requirements (including completion of satisfactory documentation), ownership of Sun World is expected to be transferred to the Company during the fiscal quarter ended September 30, 1996. For a detailed description of the acquisition, see Note 8 to the Consolidated Financial Statements, included in the Company's latest Form 10-K. NOTE 4 - STOCK OPTIONS EXERCISED AND PRIVATE PLACEMENT - -------------------------------------------------------- During the three months ended June 30, 1996, previously outstanding stock options of 152,778 were exercised resulting in gross proceeds to the Company of $629,000. Subsequent to the quarter ended June 30, 1996, the Company completed a private placement of 760 shares of 6% Convertible Series B Preferred Stock resulting in gross proceeds to the Company of $7,600,000. NOTE 5 - CONTINGENCIES - --------------------------------------- The Company was awarded full reimbursement for its legal fees and costs incurred in defending a legal action for which the plaintiffs filed an appeal. In August 1995, the Arizona Court of Appeals ruled in favor of the trial court's judgment upholding the award for full reimbursement to the Company for such legal fees and costs incurred. In addition, the Court of Appeals has awarded the Company reimbursement for legal fees on appeal. The plaintiffs posted a cash bond from which the Company collected its judgment of approximately $269,000. As further discussed in Note 9 to the Condensed Consolidated Financial Statements included in the Company's latest Form 10-K, the Company filed an action relative to the proposed construction and operation of a landfill to be located adjacent to the Company's Cadiz property (the Rail Cycle Project), with the Superior Court in San Bernardino County against the County of San Bernardino and Rail Cycle, L.P., among others. The action is currently in the discovery phase and the Company intends to continue to vigorously prosecute its claims in this matter. Results of Operations - ------------------------------- Quarter ended June 30, 1996 Compared to Quarter ended June 30, 1995 - ------------------------------------------------------------------- During the quarter ended June 30, 1996, the Company incurred a net loss of $1,987,000 compared to a loss of $1,851,000 during the same period in 1995. The following table summarizes the net loss for both periods (in thousands): 1996 1995 -------- -------- Revenues $ 82 $ 54 ------- -------- Costs and expenses: Resource development 580 434 Landfill prevention activities 127 356 General and administrative 934 415 Depreciation 200 202 Amortization 58 58 Interest expense, net 439 440 Litigation settlement (269) -0- --------- --------- Net loss $ 1,987 $ 1,851 ======= ========= Revenues - ------------- Revenues are recognized from the Company's resource development as a result of the Company's ability to enter into joint venture or leasing arrangements with third party growers for the farming of crops on its properties. Revenue in both periods consisted primarily of vineyard rent, proceeds from other crops and gross profit from the produce brokerage operation. Resource Development - ----------------------------- Expenses recorded in this category consist of costs incurred in the agricultural, land and water resource development of the Company's landholdings. As an integral part of its strategy to control the ultimate use of the resources associated with the Cadiz project, the Company continues to maintain control of management of both the infrastructure associated with these properties as well as the development of the area for agricultural use. Accordingly, costs related to the Company's management of its infrastructure and agricultural development are included in Resource Development, as well as the Company's share of joint venture crop costs. Additionally, operating costs associated with the Company's produce brokerage and the Company's continual evaluation of additional potential land acquisition sites, such as overhead, legal and travel are included within this category. Resource development expenses totaled $580,000 for the quarter ended June 30, 1996 as compared to $434,000 for the same period in 1995. The increase is primarily attributable to the Company's share of joint venture production costs associated with the development of an additional 240 acres to row crops at the beginning of the 1996 fiscal year, as well as an increase in costs associated with the management of the Cadiz ranch with respect to the additional acreage. Landfill Prevention Activities - ------------------------------------- The Company is engaged in vigorous opposition to the proposed construction and operation of a landfill proposed to be located adjacent to Company's Cadiz property, and has filed a lawsuit seeking, among other things, to set aside regulatory approvals for the landfill project. See "Item 3 - Legal Proceedings" in the Company's latest 10-K. During the quarter ended June 30, 1996, expenses incurred in connection with activities in opposition to the project, such as litigation costs and professional fees and expenses, totalled $127,000 as compared to $356,000 during the same period of the prior year. General and Administrative - ----------------------------------- General and administrative expenses during both periods consisted primarily of corporate operating expenses, professional fees and salaries. These expenses increased by $519,000 during the quarter ended June 30, 1996 as compared to the same period in 1995 due to an increase in the level of activity primarily as a result of the acquisition of Sun World. Depreciation - ---------------- Depreciation totalled $200,000 for the quarter ended June 30, 1996 as compared to $202,000 for the quarter ended June 30, 1995. Interest Expense - ------------------------ Net interest expense totaled $439,000 during the quarter ended June 30, 1996 as compared to $440,000 during the same period in 1995. The following table summarizes the components of net interest expense for the three month periods ended June 30, 1996 and 1995 (in thousands): 1996 1995 ------ -------- Interest expense on outstanding debt $ 256 $ 246 Amortization of financing costs 210 210 Interest income (27) (16) ------- --------- Net interest expense $ 439 $ 440 ====== ====== Interest expense on outstanding debt increased during the period as a result of an increased level of borrowing. Financing costs are amortized over the life of the debt agreement. Litigation Settlement - ------------------------- The Company was awarded and received approximately $269,000 as full reimbursement for its legal fees and costs incurred in defending a legal action. LIQUIDITY AND CAPITAL RESOURCES - -------------------------------- Liquidity and Capital Resources - -------------------------------- Pursuant to its business strategy, the Company has historically utilized its working capital primarily for development purposes; that is, for purposes designed to increase the long term value of its properties. As the Company has not received significant revenues from its development operations to date, the Company has been required to obtain financing to bridge the gap between the time development expenses are incurred and the time that a revenue stream will commence. Accordingly, the Company has looked to outside funding sources to address its liquidity and working capital needs. Historically, the Company has addressed these needs primarily through secured debt financing arrangements with its lenders, private equity placements and the exercise of outstanding stock options. See "Current Financing Arrangements" and "Equity Placements", below. A consensual plan of reorganization for the acquisition by the Company of all of the stock of a reorganized Sun World for total consideration of approximately $175 million was confirmed by the U.S. Bankruptcy Court on July 12, 1996. Of this amount, approximately $153 million will be owed to Sun World's existing secured lenders through a restructuring of existing debt. Substantially all of the remainder of the purchase price will be funded by the Company from the proceeds of the issuance of preferred stock. See "Equity Placements", below. In addition, the Company will make a cash capital contribution of $15 million into Sun World, with the intent of eliminating the requirement for Sun World to have any additional debt facilities beyond those owed to its existing secured creditors. As a result, the Company believes that additional outside funding will not be required in order for Sun World to meet its ongoing working capital needs. Current Financing Arrangements - ------------------------------- The Company's two primary lenders are Cooperative Centrale Raiffeisen-Boerenleenbank B.A., a Netherlands commercial bank ("Rabobank") and Henry Ansbacher & Co., Limited, a banking corporation organized under the laws of England ("Ansbacher") (collectively, the "Banks"). The Company's obligations to Rabobank and Ansbacher totalling approximately $18,000,000 mature in January 1997. In July 1996, the Company and Rabobank reached an agreement in principle whereby the Company has been granted two one year extensions provided the total debt outstanding to Rabobank at January 31, 1997 does not exceed $8.5 million. In consideration for this agreement, the Company is required to pay an initial commitment fee of $150,000 and issue 30,000 warrants to purchase the Company's common stock at $.05 per share exercisable for five years following the date of issuance. Upon exercise of the first and second extension, the Company would be required to pay Rabobank certain fees. The interest rate in effect pursuant to this agreement would be at Rabobank's cost of funds plus one and one quarter percent (1 1/4%). The Company also currently intends to replace or renegotiate the terms of its current obligations to Ansbacher prior to January 1997. Ansbacher and Rabobank hold senior and subordinate deeds of trust, respectively, on substantially all of the Company's property. As the Company continues to aggressively pursue its business strategy, additional financing specifically in connection with the Company's water projects will be required. The nature of such additional financing for the water transfer projects will depend upon how the development and ownership of each project is ultimately structured, and how much of each project's funding will be the Company's responsibility. Should the Company determine that it will be able to maximize its profit potential through construction and ownership of the water delivery systems used in the project, the Company will be required to obtain long-term project financing. Based upon the results of analyses performed by an investment banking firm retained by the Company, management believes that several alternative long-term financing arrangements are available to the Company which will be further evaluated once funding responsibility and ownership alternatives are determined. The Company and the Banks have historically structured their financing arrangements with a view towards effective implementation of the Company's business plan. The Company may, if it deems necessary, seek adjustments to these existing arrangements to accommodate previously unforeseen developments, such as the Sun World acquisition and/or any changes in the timetable for regulatory approvals of the water transfer projects. Equity Placements - ------------------ During the fiscal year ended March 31, 1996, the Company completed private placements of 2,114,157 shares of its common stock, resulting in gross proceeds of $9,932,000. In addition, the Company received proceeds of approximately $360,000 through the exercise of outstanding stock options and warrants. The Company utilized such proceeds to fund its capital projects related to development of its water transfer projects, purchase of additional acreage and for operating requirements, including the payment of expenses incurred in connection with the planned acquisition of Sun World. During the quarter ended June 30, 1996, the Company received gross proceeds of $629,000 through the exercise of previously outstanding stock options. The principal source of funding for the Sun World acquisition is expected to be obtained by the Company from exercise of Standby Purchase Commitments issued to the Company in June 1996. The Company has exercised its right to sell approximately $30,000,000 of newly authorized Convertible Series A Preferred Stock ("Series A Preferred Stock") to the institutions which have heretofore delivered these Standby Purchase Commitments. The proceeds from the sale of the Series A Preferred Stock will be deposited into escrow, and may be used by the Company only for the acquisition. As the issuance of Series A Preferred Stock is contingent upon the acquisition of Sun World, if the acquisition of Sun World has not been completed by September 15, 1996, funds deposited into escrow will be returned to the subscribers and no Series A Preferred Stock will be issued. The Series A Preferred Stock, once issued, will become convertible into shares of common stock, at the option of the holder, at a price of $4.50 per share, following the filing of an amendment to the Company's Certificate of Incorporation increasing the number of authorized shares of common stock available for issuance by the Company. The initial conversion price of the Series A Preferred Stock will automatically be reduced to $3.75 per share if the bid price of the Company's common stock has not averaged at least $5.25 per share during the ninety (90) day period prior to the filing of the amendment. Holders will be entitled to cumulative dividends initially payable at a rate of six percent (6%) per annum. In July 1996, in connection with a private placement to a limited number of accredited investors of 6% Convertible Series B Preferred Stock (the "Series B Preferred Stock"), the Company received gross proceeds of $7.6 million. Shares of Series B Preferred Stock will be convertible into shares of common stock at a price equal to the lower of (a) $5.8125 per share or (b) eighty-five percent (85%) of the average closing bid price over the ten trading-day period ending on the day prior to the submission of any conversion notice. Holders will also be entitled to cumulative dividends at the rate of six percent (6%) per annum until conversion. The Company reserves the right to redeem any convertible shares for their full cash equivalent by giving the investors five (5) days notice. The proceeds from this issuance will help fund the cash requirements of the Sun World transaction as well as the capital and operating requirements of the Company. Additional issuances of preferred stock may be utilized in connection with the acquisition of Sun World following final determination of the obligations payable at closing, however, the Company does not expect that such additional issuances, if any, would exceed $5,000,000. Working Capital Resources - -------------------------- The Company has adopted an unclassified balance sheet (eliminating the distinction between current assets and long-term assets and current liabilities and long-term liabilities). Accordingly, any historical or forward looking discussion of the Company's working capital resources should focus on the receipt and use of cash as opposed to the broader concepts of working capital and current ratio. Cash used for continuing operating activities totalled $2,245,000 for the three month period ended June 30, 1996 as compared to $1,692,000 for the same period in 1995. During the 1996 quarter, the Company was engaged in, among other things, the possible acquisition of Sun World; negotiations and/or discussions with prospective purchasers regarding several of the Company's water transfer projects and management of the Company's permanent and seasonal crops. In the prior year's quarter, by contrast, activities pertained to evaluation of only one water transfer project and management of the Company's permanent and seasonal crops. As a result of this increased level of activity, the Company has incurred a corresponding increase in costs related to overhead, professional fees, salaries and travel, among others. The balance of the increase in cash for continuing operating activities resulted from the payment by the Company, in June 1996, of fees related to the funding of the Sun World acquisition. Cash used for investing activities totalled $1,095,000 during the three months ended June 30, 1996 as compared to $729,000 for the same period in 1995. Financing activities provided $731,000 for the three months ended June 30, 1996 as compared to $432,000 during the three months ended June 30, 1995. Proceeds from the issuance of common stock as a result of the exercise of previously outstanding stock options totalled $629,000 and $279,000 during the 1996 and 1995 periods, respectively. OUTLOOK - ------- During fiscal 1996, the Company funded its working capital requirements from the beginning cash balance as of April 1, 1995 of $2.454 million, the additional loan facility provided by Ansbacher, $.36 million received through the exercise of stock options during fiscal 1996, and a portion of the $9.9 million resulting from the completion of private placements during the year ended March 31, 1996. The Company expects that its current working capital, combined with funds available from the placement of Series B Preferred Stock (which are not conditioned upon the completion of the Sun World acquisition), will be sufficient for its short term working capital needs. The Company believes that an acquisition of Sun World upon the terms currently proposed will enable Sun World to be self-sufficient thereafter for working capital purposes. The Company intends as part of the proposed Sun World plan of reorganization to make $15 million of capital available to Sun World at closing, an amount estimated as necessary to achieve this result. The Company does not expect, in the foreseeable future, to make additional capital contributions to Sun World, although no assurances can be given. As the Company is actively pursuing the development of its water resources, it is seeking the finalization of the regulatory approvals needed to commence construction of a water delivery project at Cadiz. Once the lengthy regulatory review process is finalized and construction of the necessary delivery system has commenced, the Company anticipates generating a revenue stream within less than a year thereafter which will be sufficient to meet the operating requirements of the Company although no assurances can be given. Concurrently with the regulatory review process, the Company is also negotiating the terms of water delivery arrangements with various California water agencies, which include issues such as financing, pricing concepts and formulas and ownership of the pipeline and the delivery system. In addition to the development of its water resources, the Company is actively involved in further agricultural development of its landholdings as a result of San Bernardino County's approval of a General Plan Amendment covering 9,600 acres of the Company's landholding at Cadiz and the increased grower interest in Cadiz as an agricultural area. Such development will be systematic and in furtherance of the Company's business strategy to provide for maximization of the value of its assets. Such development is expected to continue to be accomplished through negotiated arrangements with third parties and/or, following the acquisition of Sun World, with Sun World, which will significantly reduce any capital outlay required of the Company in connection with such development activities and provide a revenue stream in the future. CADIZ LAND COMPANY INC. OTHER INFORMATION ITEM 1 - Legal Proceedings - ------------------------------- See "Item 3. Legal Proceedings" included in the Company's latest Form 10-K for a complete discussion. ITEM 2 - Change in Securities - --------------------------------- Not applicable. ITEM 3 - Defaults upon Senior Securities - --------------------------------------------- Not applicable. ITEM 4 - Submission of Matter to a Vote of Security Holders - --------------------------------------------------------------- Not applicable. ITEM 5 - Other Information - ------------------------------- Not applicable. ITEM 6 - Exhibits and Reports on Form 8-K - ---------------------------------------------- A. EXHIBITS 1. Exhibit 27 - Financial Data Schedule 2. Exhibit 2.1 - Debtors' Modified Fourth Amended Consolidated Plan of Reorganization dated June 3, 1996 (Modified) 3. Exhibit 2.2 - Plan Implementation Agreement dated July 12, 1996 4. Exhibit 10.1 - Supplement to Plan Support Agreement dated June 3, 1996 B. Reports on Form 8-K 1. None CADIZ LAND COMPANY, INC. 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. Cadiz Land Company, Inc. By: /s/ Keith Brackpool August 14, 1996 ------------------------- ------------------------------------ Keith Brackpool Date Chief Executive Officer and Director By: /s/ Susan K. Chapman August 14, 1996 --------------------------- ------------------------------------ Susan K. Chapman Date Chief Financial Officer and Secretary