SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
| [x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2013 |
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: 1-10153
HOMEFED CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 33-0304982 |
(State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1903 Wright Place, Suite 220
Carlsbad, California 92008
(760) 918-8200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]No [x]
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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ x ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [x].
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ x ] |
Non-accelerated filer [ ] | Smaller reporting company[ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Exchange Act). Yes [ ] No [x]
Based on the average bid and asked prices of the Registrant’s Common Stock as published by the OTC Bulletin Board Service as of June 30, 2013, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $131,276,500 on that date.
As of February 6, 2014, there were 7,879,500 outstanding shares of the Registrant’s Common Stock, par value $.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE: None
EXPLANATORY NOTE
HomeFed Corporation (“HomeFed,” and the “Company,” “we,” “us” as used herein, refers to HomeFed and its subsidiaries, except as the context may otherwise require), is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2014 (the “Original 10-K”) to include information required by Part III of Form 10-K. Other than with respect to the inclusion of the Part III information contained herein and the filing of the related certifications, this Amendment makes no other changes to the Original 10-K and does not reflect events occurring after the filing of the Original 10-K or modify disclosures affected by subsequent events.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
As of February 6, 2014, the directors and executive officers of the Company, their ages, the positions with the Company held by each of them, the periods during which they have served in such positions and a summary of their recent business experience is set forth below. Each of the biographies of the current directors listed below also contains information regarding such person’s service as a director, business experience, director positions with other public companies held currently or at anytime during the past five years, and the experience, qualifications, attributes and skills that the Board of Directors considered in selecting each of them to serve as a director of the Company.
Patrick D. Bienvenue, age 59. Mr. Bienvenue has served as a director since August 1998 and since August 2011 has been the Executive Vice President of The St. Joe Company, a publicly traded company engaged in real estate development, sales and other activities. From January 1996 until April 2011, Mr. Bienvenue served in a variety of executive capacities with real estate related subsidiaries of Leucadia and was responsible for the entitlement, development and management of these entities and their properties. Mr. Bienvenue has senior managerial and development experience in the real estate sector.
Paul J. Borden, age 65. Mr. Borden has served as a director and our President since May 1998. Mr. Borden was a Vice President of Leucadia from August 1988 through October 2000, responsible for overseeing many of Leucadia’s real estate investments. Prior to working for Leucadia he had a 16 year career in commercial lending. Mr. Borden has managerial and development experience in the real estate sector.
Timothy M. Considine, age 73. Mr. Considine has served as a director since January 1992, serving as Chairman of the Board from 1992 to December 1999, and is employed on a part-time basis by Considine and Considine, an accounting firm in San Diego, California, where he was a partner from 1965 to 2002. Mr. Considine has accounting and managerial experience. Mr. Considine also has experience serving on the boards of private entities.
Ian M. Cumming, 73, has served as a director since May 1999. Mr. Cumming also serves as Chairman of the Board of Crimson Wine Group, Ltd., Leucadia’s former winery operations, which were spun off to Leucadia shareholders in February 2013. He previously served as Chairman of the Board of Leucadia from June 1978 until July 2013. Mr. Cumming also previously served as a director of Jefferies Group, Inc. (now known as Jefferies Group LLC) (“Jefferies”), Fortescue Metals Group Ltd. (“Fortescue”), AmeriCredit Corp., Mueller Industries, Inc. (“Mueller”) and Skywest, Inc. Mr. Cumming has managerial and investing experience in a broad range of businesses through his almost 35 years as Chairman and Chief Executive Officer of Leucadia. He also has experience serving on the boards of directors and committees of both public and private entities.
Michael A. Lobatz, age 64. Dr. Lobatz has served as a director since February 1995 and has been a practicing physician in San Diego, California since 1981. Dr. Lobatz has managerial experience in both the real estate and healthcare sectors and has experience serving on the boards of private and not-for-profit entities.
Joseph S. Steinberg, 70, has served as a director since August 1998 and as Chairman of the Board since December 1999. Mr. Steinberg is Chairman of the Board of Directors of Leucadia, and from January 1979 until March 1, 2013 served as President of Leucadia. Mr. Steinberg is also a director of Jefferies, now a wholly-owned subsidiary of Leucadia. Mr. Steinberg also serves on the board of directors of Crimson Wine Group, Ltd. Mr. Steinberg had previously served as a director of Mueller and Fortescue. Mr. Steinberg has managerial and investing experience in a broad range of businesses through his more than 30 years as President and a director of Leucadia. He also has experience serving on the boards and committees of both public and private companies.
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John K. Aden, Jr., age 56. Mr. Aden has served as Vice President of the Company since May 2012 and has been employed by the Company as Senior Project Development Manager since May 2012. Prior to joining the Company, Mr. Aden was an Executive Vice President from 1998 to April 2012 and Vice President from 1994 to 1997 for The Otay Ranch Company and JPB Development and Vice President of Community Development from 1989 to 1994 for The Eastlake Company, real estate development companies in San Diego, California. Mr. Aden is a licensed architect.
Christian E. Foulger, age 39. Mr. Foulger has served as Vice President of the Company since April 2011 and has been employed by the Company as a Special Projects Manager since November 2005. Prior to joining the Company, Mr. Foulger was a Financial Analyst from 1998 to 2000 and Vice President from 2001 to October 2005 for Cottonwood Partners Management, a real estate development and management company in Salt Lake City, Utah.
Erin N. Ruhe, age 48. Ms. Ruhe has served as Vice President of the Company since April 2000, Treasurer since March 2004 and has been employed by the Company as Controller since January 1999. Previously, Ms. Ruhe was Vice President since December 1995 and Controller since November 1994 of HSD Venture, a real estate subsidiary of Leucadia.
Audit Committee
The Board of Directors has a standing Audit Committee, established in accordance with the requirements of the SEC. The Board of Directors has adopted a charter for the Audit Committee, which is available on our website, www.homefedcorporation.com. The Audit Committee consists of Mr. Considine (Chairman) and Dr. Lobatz. The Board of Directors has determined that Mr. Considine is qualified as an audit committee financial expert within the meaning of regulations of the SEC and is independent applying the NASDAQ Stock Market’s listing standards for independence.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of the copies of such forms furnished to us and written representations from our executive officers, directors and greater than 10% beneficial stockholders, we believe that during the year ended December 31, 2013, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis.
Code of Business Practice
We have a Code of Business Practice, which is applicable to all of our directors, officers and employees, and includes a Code of Practice applicable to our principal executive officers and senior financial officers. Both the Code of Business Practice and the Code of Practice applicable to our principal executive officers and senior financial officers are available on our website. We intend to post amendments to or waivers from our Code of Practice on our website as required by applicable law.
Item 11. Executive Compensation.
Compensation Discussion and Analysis
Introduction
The Board of Directors has a Compensation Committee consisting of Joseph S. Steinberg that determines and approves the compensation of the executive officers of the Company, including those named in the Summary Compensation Table (the “Named Executive Officers”).
Compensation Objectives and Philosophy
Our compensation philosophy is based upon rewarding current and past contributions, performance and dedication and providing incentives for superior long-term performance. We believe that there should be a strong link between pay and performance of both the Company and the individual. Accordingly, a large percentage of annual compensation consists of discretionary bonus compensation. This ensures that compensation paid to an executive reflects the individual’s specific contributions to our success, the level and degree of complexity involved in his/her contributions to the Company and the Company’s overall performance. We believe our compensation package aligns the interests of executive officers with those of our stockholders.
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The Company believes that our current compensation program fits within our overall compensation philosophy of providing a straight-forward compensation package and strikes the appropriate balance between short and long-term performance objectives.
At the Company’s 2013 Annual Meeting, the say-on-pay advisory vote received approval from approximately 99.9% of the shares voted on the matter and the Compensation Committee made no significant changes to the Company’s executive compensation program during the year.
Setting Executive Compensation
In determining compensation for our Named Executive Officers, the Compensation Committee does not rely on any specific formula, benchmarking or pre-determined targets. The Compensation Committee focuses primarily on its subjective determination of the performance of the individual executive officer, as well as on the performance of the Company.
In considering executive compensation, the Compensation Committee takes into account an executive officer’s responsibilities, as well as the services rendered by the executive officer to the Company.
Elements of Compensation
Our compensation package for executive officers consists of three basic elements: (1) base salary; (2) annual bonus compensation; and (3) long-term incentives in the form of stock options granted pursuant to our Amended and Restated 1999 Stock Incentive Plan (the “Option Plan”).
Other elements of compensation include medical and life insurance benefits available to employees generally. Additionally, certain perquisites may be available to executive officers that are not available to other employees generally.
Each element of compensation serves a different purpose. Salary and bonus payments are designed mainly to reward current and past performance, while stock options are designed to provide incentive for strong long-term future performance and are directly linked to stockholders’ interests because the value of the awards will increase or decrease based upon the future price of our common stock.
None of our executive officers is a party to an employment agreement with the Company.
Base Salary
Base salary is consistent with the executive’s office and level of responsibility, with annual salary increases which generally amount to a small percentage of the executive’s prior base salary, primarily reflecting cost of living increases.
Short-Term Incentives – Annual Bonus Compensation
Annual bonus compensation of executive officers is determined by the Compensation Committee based on its subjective assessment of an executive’s and the Company’s performance, given the cyclical nature of the real estate development industry. Bonuses are subjective and are not based upon any formula or the application of any mathematical criteria. While there is no agreement to pay annual bonuses, at the time each of the executive officers was employed by the Company there was a discussion that, in all but exceptional circumstances, annual subjective bonuses would be paid. The Compensation Committee considers the Company’s actual and estimated results of operations for the year in question, as well as operating results and bonus compensation for prior years. The Committee also considers self-evaluations completed by each executive officer for the year, which provide the Compensation Committee with each executive’s subjective assessment of his or her achievements for the year, as well as identify personal goals for the coming year, and bonus recommendations from the Company’s President.
In evaluating each executive’s performance, the Compensation Committee takes into account the incremental value to the Company of obtaining project approvals and entitlements as the Company’s development projects progress, and places more emphasis on whether the executive’s performance has increased the long term value of the Company, rather than on the Company’s earnings for that year. The Compensation Committee also recognizes that, due to the extended length of time that it takes to obtain land entitlements, especially in California where the Company’s business is centered, the current efforts of its executive officers may not result in operating profits for many years in the future.
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Bonuses, which have varied from year to year, also reflect the Company’s profitability and activities for the year in question. For example, in years in which the Company is actively selling real estate, the Compensation Committee is likely to subjectively consider the executive’s contribution to the sales effort and in years in which the Company is actively engaged in land acquisition, entitlement and land development efforts, the Compensation Committee is likely to consider the executive’s contribution to those efforts. The Compensation Committee also subjectively considers the executive’s contribution to evaluation of new opportunities, and also places importance upon the executive’s critical analysis that can result in avoiding making investments that do not meet the Company’s investment criteria and are not consummated, as well as on those opportunities that are consummated.
For Mr. Borden, the Compensation Committee recognized his leadership role in providing effective managerial support and oversight of the Company business operations. This was evidenced by progress made in processing entitlements for the Otay Ranch properties, sales and project improvements at San Elijo Hills, progress in sales and development at Ashville Park and the planning of the Fanita Ranch property. The Compensation Committee also recognized that sales in San Elijo Hills and Ashville Park resulted in a profitable year at a time when the Company is continuing to make progress with all of its properties.
For Mr. Aden, the Compensation Committee recognized his contribution to the planning and improvements made at San Elijo Hills including an evolving plan for the repositioning of 52 lots with ten houses in Planning Area T, which the Company re-acquired in 2012. The Compensation Committee also recognized Mr. Aden’s contribution to the progress made on lot sales at San Elijo Hills, the entitlements for the Otay Ranch properties which included the approval of a General Development Plan Amendment for Villages Eight West and Nine and the SPA plan and Tentative Map for Village Eight. In addition, Mr. Aden worked extensively on a number of potential acquisitions and a new plan for development of the Fanita Ranch property.
For Mr. Foulger, the Compensation Committee recognized his accomplishments which included oversight and extensive time committed to the progress made at Ashville Park with the sale of 90 lots in Village B, the sales of 22 lots in Village A, and progress in other areas of future development in this community. The Compensation Committee also recognized Mr. Foulger’s efforts in working on several other new business projects and his increasing involvement in supporting Mr. Borden with his managerial responsibilities.
For Ms. Ruhe, the Compensation Committee recognized her continued excellence in service to the Company where she has responsibility for accounting and risk management, cash and investments, contract administration, internal controls, and the management of human resources and the Company’s 401(k) Plan. The Compensation Committee also recognized that Ms. Ruhe has had 20 years of continued employment with HomeFed, and its affiliate, Leucadia National Corporation, where her high standards in the performance of her duties have resulted in much of the Company’s success.
Based upon the foregoing, on December 30, 2013, the Compensation Committee approved annual salary increases (effective January 1, 2014) and discretionary 2013 cash bonuses for each of the Named Executive Officers reflected in the Summary Compensation Table below.
Additionally, all employees of the Company received a discretionary 2013 year-end bonus equal to approximately 3% of base salary.
Long-Term Incentives – Stock Options
By means of our Option Plan, we seek to retain the services of persons now holding key positions and to secure the services of persons capable of filling such positions.
Options Awarded to Executive Officers
Occasionally, stock options may be awarded which, under the terms of our Option Plan, permit the executive officer or other employee to purchase shares of our common stock at not less than the fair market value of the shares of common stock at the date of grant. The extent to which the employee realizes any gain is, therefore, directly related to increases in the price of our common stock and, therefore, stockholder value, during the period of the option. In certain circumstances, options having an exercise price below the fair market value of our common stock on the date of grant may be issued (although none have been granted to date). Options granted to executive officers become exercisable at the rate of 20% per year, commencing one year after the date of grant. As discussed above under “Short-Term Incentives – Annual Bonus Compensation,” the number of stock options awarded to an executive officer is not based on any specific formula, but rather on a subjective assessment of the executive’s performance and the Company’s performance. Options are priced at the closing price on the date of grant and are not granted to precede the announcement of favorable information. The last time options were granted to executive officers was May 2010 (other than options granted to Paul J. Borden in his capacity as a director discussed below).
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Options Awarded to Directors
Under the terms of our Option Plan, each director, including Paul J. Borden, is automatically granted options to purchase 1,000 shares on the date on which the annual meeting of our stockholders is held each year. As stated above, options are priced at the closing price on the date of grant.
In July 2013, pursuant to this automatic grant, each director, including Paul J. Borden, was granted options to purchase 1,000 shares of our common stock with an exercise price of $32.30 per share, which become exercisable at the rate of 25% per year, commencing one year after the date of grant.
Other Benefits; Executive Perquisites
Medical and life insurance benefits and matching contributions to our 401(k) plan are available to employees generally.
Mr. Borden maintains his primary residence in New Jersey. We reimburse him for costs of maintaining a temporary residence in California, airfare to and from his primary residence and transportation costs including the personal use of a Company car while in California. Such reimbursements are considered to be taxable compensation reportable by Mr. Borden under federal income tax rules, which results in a net cash cost to him, even though he does not gain any incremental financial benefit from these reimbursements. As a result, beginning in 2005, the Board of Directors (without Mr. Borden’s participation) agreed to pay Mr. Borden additional compensation which, after taxes, will provide him with sufficient funds to pay the taxes due on the expense amounts reimbursed by us. In 2013, we paid Mr. Borden $56,443 with respect to additional taxable compensation reported by Mr. Borden for reimbursements made during 2013.
Mr. Foulger receives the use of a Company owned car and certain related benefits, and Mr. Aden receives a monthly car allowance.
No other Named Executive Officers receive perquisites.
Stock Ownership Requirements
We do not have a formal stock ownership requirement, although two of our directors, Mr. Steinberg and Mr. Cumming, respectively, beneficially own approximately 9.4% and 7.7% of our outstanding common stock.
Accounting and Tax Matters
The cost of all share-based payments to employees or directors is recognized in the financial statements based on their fair values. The cost is recognized as an expense over the vesting period of the award.
Under the provisions of Section 162(m) of the Internal Revenue Code of 1986, we would not be able to deduct compensation to our executive officers whose compensation is required to be disclosed for such year in excess of $1 million per year unless such compensation was within the definition of “performance-based compensation” or meets certain other criteria. To qualify as “performance-based compensation,” in addition to certain other requirements, compensation generally must be based on achieving certain pre-established objective performance criteria. The Board of Directors believes that compensation at such levels is not likely to be a recurring event and that it is in our interest to retain maximum flexibility in our compensation programs to enable us to appropriately reward, retain and attract the executive talent necessary to the Company’s success. The Board recognizes that in appropriate circumstances compensation that is not deductible under Section 162(m) may be warranted and could be paid in the Board of Directors’ discretion.
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Compensation Committee Report
I have reviewed and discussed with the Company’s management the above Compensation Discussion and Analysis (“CD&A”). Based upon my review and discussions, I have recommended to the Board of Directors that the CD&A be included in this Form 10-K/A.
| Compensation Committee | |||
| Joseph S. Steinberg | |||
Summary Compensation Table | |||||||||||||||||||||
| Name and Principal | Option | All Other | |||||||||||||||||||
| Position | Year | Salary | Bonus | Awards (1) | Compensation (2) | Total | |||||||||||||||
| Paul J. Borden, | 2013 | $ | 292,172 | $ | 258,765 | $ | 8,701 | $ | 164,269 | (3) | $ | 723,907 | |||||||||
| President | 2012 | $ | 283,662 | $ | 233,510 | $ | 8,488 | $ | 151,245 | (3) | $ | 676,905 | |||||||||
| 2011 | $ | 276,743 | $ | 233,302 | $ | 8,298 | $ | 180,695 | $ | 699,038 | |||||||||||
| John K. Aden, Jr. | 2013 | $ | 231,750 | $ | 206,953 | $ | - | $ | 16,200 | (4) | $ | 454,903 | |||||||||
| Vice President | 2012 | $ | 138,462 | $ | 179,154 | $ | - | $ | 3,750 | (4) | $ | 321,366 | |||||||||
| Christian E. Foulger, | 2013 | $ | 152,974 | $ | 204,589 | $ | - | $ | 18,702 | (5) | $ | 376,265 | |||||||||
| Vice President | 2012 | $ | 148,518 | $ | 154,456 | $ | - | $ | 17,320 | (5) | $ | 320,294 | |||||||||
| 2011 | $ | 144,896 | $ | 204,347 | $ | - | $ | 17,387 | $ | 366,630 | |||||||||||
| Erin N. Ruhe, | 2013 | $ | 152,974 | $ | 179,589 | $ | - | $ | 10,200 | (6) | $ | 342,763 | |||||||||
| Vice President, | 2012 | $ | 148,518 | $ | 129,456 | $ | - | $ | 10,000 | (6) | $ | 287,974 | |||||||||
| Treasurer and | 2011 | $ | 144,896 | $ | 129,347 | $ | - | $ | 9,800 | $ | 284,043 | ||||||||||
| Controller | |||||||||||||||||||||
| (1) | This column represents the fair value of stock options granted to the Named Executive Officer in accordance with GAAP. Information on the valuation assumptions made when calculating the amounts in this column is found in Note 6 to the Company’s consolidated financial statements contained herein. |
| (2) | Certain items included in this column (including personal use of company cars) are currently taxable to the Named Executive Officer. The amount of taxable income for the individual is determined pursuant to Internal Revenue Service rules which may differ from the amounts reflected in this column. |
| (3) | For 2013, consists of non-cash compensation of $35,378 for maintaining a temporary residence in California and $31,493 for airfare to and from his primary residence in New Jersey, and director fees from the Company of $24,000. This column also includes transportation and the personal use of a Company car while in California and related expenses, as well as contributions made by the Company to a defined contribution 401(k) plan on behalf of Mr. Borden, none of which exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Borden. For 2013, also includes $56,443 in additional cash compensation which, after taxes, is intended to provide Mr. Borden with sufficient funds to pay the taxes due on the expense amounts reimbursed by us. |
| (4) | Consists of a monthly car allowance and, for 2013, contributions made by the Company to a defined contribution 401(k) plan on behalf of Mr. Aden, none of which exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Aden. |
| (5) | Consists of non-cash compensation for use of a Company car and related expenses and contributions made by the Company to a defined contribution 401(k) plan on behalf of Mr. Foulger, none of which exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Foulger. |
| (6) | Consists of contributions made by the Company to a defined contribution 401(k) plan on behalf of Ms. Ruhe, none of which exceeded the greater of $25,000 or 10% of the total amount of these benefits for Ms. Ruhe. |
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Grants of Plan-Based Awards in 2013
This table provides information about equity awards granted to the Named Executive Officers in 2013 under our Option Plan. As discussed in the CD&A, in July 2013 Mr. Borden was granted 1,000 options pursuant to the automatic grant to directors under the Option Plan.
| All Other Option | |||||||||||||
| Awards: Number of | Exercise or Base | Grant Date Fair | |||||||||||
| Securities Underlying | Price of Option | Value of Stock and | |||||||||||
| Name | Grant Date | Options (#) (1) | Awards ($/sh) (2) | Option Awards (3) | |||||||||
| Paul J. Borden, | 7/11/13 | 1,000 | $ | 32.30 | $ | 8,701 | |||||||
| President | |||||||||||||
| (1) | This column shows the number of common shares issuable under options granted in 2013. The options vest and become exercisable in four equal installments beginning one year after the grant date. |
| (2) | This column shows the exercise price for the stock options granted, which was the closing price of the Company’s common stock on the date of grant. |
| (3) | This column shows the fair value of stock options granted to the Named Executive Officers in 2013. The fair value was determined in accordance with GAAP on the grant date, and is being recognized as an expense over the vesting period. For information on the valuation assumptions with respect to this grant refer to Note 6 to our consolidated financial statements contained herein. |
Outstanding Equity Awards at Fiscal Year-End
This table provides information on the holdings of option awards by the Named Executive Officers at December 31, 2013. This table includes exercisable and unexercisable options. Employee options, which were granted on May 11, 2010, vest and become exercisable in five equal annual installments, commencing one year from the grant date. Options granted to Mr. Borden as a director vest and become exercisable in four equal annual installments, commencing one year from the grant date. For additional information about the option awards, see “Long-Term Incentives – Stock Options –Options Awarded to Executive Officers” in the CD&A.
Option Awards | ||||||||||||||
Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | ||||||||||||
| Name | Grant Date | Exercisable | Unexercisable | |||||||||||
| Paul J. Borden, | 7/14/09 | 1,000 | - | $ | 23.00 | 7/14/14 | ||||||||
| President | 5/11/10 | 7,500 | 5,000 | $ | 25.00 | 5/11/16 | ||||||||
| 8/2/10 | 750 | 250 | $ | 21.00 | 8/2/15 | |||||||||
| 7/29/11 | 500 | 500 | $ | 21.50 | 7/29/16 | |||||||||
| 7/9/12 | 250 | 750 | $ | 22.35 | 7/9/17 | |||||||||
| 7/11/13 | - | 1,000 | $ | 32.30 | 7/11/18 | |||||||||
| Christian E. Foulger, | 5/11/10 | 3,600 | 2,400 | $ | 25.00 | 5/11/16 | ||||||||
| Vice President | ||||||||||||||
| Erin N. Ruhe, | 5/11/10 | 6,000 | 4,000 | $ | 25.00 | 5/11/16 | ||||||||
| Vice President, Treasurer and Controller | ||||||||||||||
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Option Exercises and Stock Vested in Fiscal 2013
No stock options were exercised by the Named Executive Officers during 2013.
Director Compensation
In 2013, each director received a retainer of $24,000 for serving on the Board of Directors. In addition, Mr. Considine was paid $26,000 for serving as Chairman of the Audit Committee and Dr. Lobatz was paid $17,000 for serving on the Audit Committee. Each of Messrs. Considine and Lobatz also received $62,500 for serving on the Independent Committee. See “Related Person Transactions,” below. Under the terms of our Option Plan, each director is automatically granted options to purchase 1,000 shares on the date on which the annual meeting of our stockholders is held each year. The purchase price of the shares covered by such options is the fair market value of such shares on the date of grant. These options become exercisable at the rate of 25% per year commencing one year after the date of grant. As a result, options to purchase 1,000 shares of Common Stock at an exercise price of $32.30 per share were awarded to each of Messrs. Borden, Bienvenue, Considine, Cumming, Lobatz and Steinberg on July 11, 2013. The Company reimburses directors for reasonable travel expenses incurred in attending board and committee meetings. This table sets forth compensation paid to the non-employee directors during 2013.
Name | Fees Earned or Paid in Cash (1) | Option Awards (2) | Total (3) | |||||||||
Patrick D. Bienvenue (4) | $ | 24,000 | $ | 8,701 | $ | 32,701 | ||||||
| Timothy M. Considine | $ | 112,500 | $ | 8,701 | $ | 121,201 | ||||||
| Ian M. Cumming | $ | 24,000 | $ | 8,701 | $ | 32,701 | ||||||
| Michael A. Lobatz | $ | 103,500 | $ | 8,701 | $ | 112,201 | ||||||
| Joseph S. Steinberg | $ | 24,000 | $ | 8,701 | $ | 32,701 | ||||||
| (1) | This column reports the amount of cash compensation earned in 2013 for Board and committee service. |
| (2) | This column represents the fair value of options granted to directors in 2013 calculated in accordance with GAAP. Information on the valuation assumptions made when calculating the amounts in this column is found in Note 6 to the Company’s consolidated financial statements contained herein. |
| (3) | This table does not include disclosure for any perquisites or other personal benefits for any non-employee director because such amounts did not exceed $10,000 in the aggregate per director. |
| (4) | Mr. Bienvenue and the Company have entered into a consulting agreement pursuant to which Mr. Bienvenue has agreed to provide, on a per-diem basis, certain advisory and consulting services to the Company in connection with the planning, development and design of certain of the Company’s real estate development projects. During 2013, no amounts were paid to Mr. Bienvenue pursuant to this agreement. |
Potential Payment Upon Termination of Employment
None of the Named Executive Officers is a party to an employment agreement. However, under the terms of our current Option Plan, the time within which to exercise vested options may be extended in accordance with the Option Plan, but not beyond the expiration date of the option, for a period of either three months, one year or three years, depending on the triggering event (which are various forms of termination of employment); these triggering events do not result in any acceleration of any unvested options. For the number of options exercisable by each Named Executive Officer as of December 31, 2013 see the “Outstanding Equity Awards at Fiscal Year-End” table above.
Upon the occurrence of an Extraordinary Event of the Company (as defined in the Option Plan, including a change in control of the Company) all then-outstanding options that have not vested or become exercisable will immediately become exercisable. Had an Extraordinary Event occurred on December 31, 2013, Mr. Borden would have received $207,850, Ms. Ruhe would have received $116,000 and Mr. Foulger would have received $69,600 for their outstanding previously unvested stock options (determined by multiplying (A) the spread between the $36.60 closing price on December 31, 2013 and the per common share exercise price for each option by (B) the number of common shares covered by previously unvested options.
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Compensation Policies and Risk Management
The Company does not have a formal compensation plan for any of its employees. Annually, the Compensation Committee will consider making incentive compensation awards that are purely discretionary, taking into account the employee’s individual performance as well as the Company’s performance for the particular year. Accordingly, the Company believes that its compensation policies do not reward employees for imprudent risk taking.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information
The following table summarizes information regarding the Company’s equity compensation plans as of December 31, 2013. All outstanding awards relate to the Company’s Common Stock.
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | 94,500 | $ | 24.69 | 405,400 | ||||||||
| Equity compensation | ||||||||||||
| plans not approved | ||||||||||||
| by security holders | - | - | - | |||||||||
| Total | 94,500 | $ | 24.69 | 405,400 | ||||||||
Present Beneficial Ownership
Set forth below is certain information as of February 28, 2014, with respect to the beneficial ownership determined in accordance with Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, of our common stock by (1) each person, who, to our knowledge, is the beneficial owner of more than 5% of our outstanding common stock, which is our only class of voting securities, (2) each director and nominee for director, (3) each of our Named Executive Officers, (4) the trusts for the benefit of Mr. Steinberg’s children and charitable foundations established by Mr. Cumming and Mr. Steinberg and (5) all of our executive officers and directors as a group. Unless otherwise stated, the business address of each person listed is c/o HomeFed Corporation, 1903 Wright Place, Suite 220, Carlsbad, California 92008.
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| Name and Address of Beneficial Owner | Number of Shares and Nature of Beneficial Ownership | Percent of Class | |||||||
| Leucadia National Corporation (a) | 2,474,226 | 31.4 | % | ||||||
| Beck, Mack & Oliver LLC (b) | 1,205,770 | (b) | 15.3 | % | |||||
| John K. Aden, Jr. | - | * | |||||||
| Patrick D. Bienvenue | 3,900 | (c) | * | ||||||
| Paul J. Borden | 10,200 | (d) | .1 | % | |||||
| Timothy M. Considine | 4,400 | (e) | * | ||||||
| Ian M. Cumming | 607,233 | (f)(g) | 7.7 | % | |||||
| Christian E. Foulger | 3,600 | (h) | * | ||||||
| Michael A. Lobatz | 3,900 | (c) | * | ||||||
| Erin N. Ruhe | 11,000 | (i) | .1 | % | |||||
| Joseph S. Steinberg | 744,520 | (j) | 9.4 | % | |||||
| The Steinberg 1989 Trust | 27,532 | (k) | .3 | % | |||||
| Cumming Foundation | 172,330 | (l) | 2.2 | % | |||||
The Joseph S. and Diane H. Steinberg 1992 Charitable Trust | 42,381 | (m) | .5 | % | |||||
All Directors and executive officers as a group (9 persons) | 1,388,753 | (n) | 17.6 | % | |||||
___________________
* Less than .1%.
| (a) | The business address of this beneficial owner is 520 Madison Avenue, New York, New York 10022. |
| (b) | The business address of the beneficial owner is 360 Madison Avenue, New York, New York 10017. Based upon a Schedule 13G filed with the SEC on January 29, 2014, by Beck, Mack & Oliver LLC (“BMO”) and discussions with BMO, the securities reported in BMO’s Schedule 13G are beneficially owned by separate managed account holders which, pursuant to individual advisory contracts, are advised by BMO. Such advisory contracts grant to BMO all investment and voting power over the securities owned by such advisory clients. Beneficial ownership of these common shares, including all rights to distributions in respect thereof and the proceeds of a sale or disposition, is held by the separate, unrelated account holders, and BMO disclaims beneficial ownership of such common shares. |
| (c) | Includes 2,500 shares that may be acquired upon the exercise of currently exercisable stock options. |
| (d) | Includes 10,000 shares that may be acquired upon the exercise of currently exercisable stock options. |
| (e) | Includes 500 shares held by the Seeseeanoh Inc. Retirement Plan. Mr. Considine and his wife are the sole owners of Seeseeanoh, a real estate company in San Diego, California. Also includes (i) 1,400 shares held by The Considine Family 1981 Trust, of which Mr. Considine and his wife are trustees and (ii) 2,500 shares that may be acquired upon exercise of currently exercisable stock options. |
| (f) | Includes (i) 5,704 shares (.1%) beneficially owned by Mr. Cumming’s wife as to which Mr. Cumming may be deemed to be the beneficial owner, (ii) 60,000 shares (.8%) held by a corporation which is 50% owned by Mr. Cumming and 50% owned by Mr. Cumming’s wife and (iii) 2,500 shares that may be acquired upon the exercise of currently exercisable stock options. |
| (g) | The business address for Mr. Cumming is c/o American Investment Company 148 So. Redmond Street, PO Box 4902, Jackson, WY 83001. |
| (h) | Includes 3,600 shares that may be acquired upon the exercise of currently exercisable stock options. |
| (i) | Includes 6,000 shares that may be acquired upon the exercise of currently exercisable stock options. |
| (j) | The business address for Mr. Steinberg is c/o Leucadia National Corporation, 520 Madison Avenue, New York, New York 10022. Includes (i) 3,676 shares (less than .1%) beneficially owned by Mr. Steinberg’s wife and daughter as to which Mr. Steinberg may be deemed to be the beneficial owner, (ii) 61,793 shares (.8%) owned by trusts for the benefit of Mr. Steinberg’s children and (iii) 2,500 shares that may be acquired upon the exercise of currently exercisable stock options. |
| (k) | Mr. Steinberg disclaims beneficial ownership of all of our common stock held by this trust. |
| (l) | Mr. Cumming is a trustee and President of the foundation and disclaims beneficial ownership of our common stock held by the foundation. |
| (m) | Mr. Steinberg and his wife are trustees of the trust. Mr. Steinberg disclaims beneficial ownership of our common stock held by the trust. |
| (n) | Includes 32,100 shares that may be acquired upon the exercise of currently exercisable stock options. |
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As of February 28, 2014, Cede & Co. held of record 4,544,426 shares of our common stock (approximately 57.7% of our total common stock outstanding). Cede & Co. held such shares as a nominee for broker-dealer members of The Depository Trust Company, which conducts clearing and settlement operations for securities transactions involving its members.
As described herein, our common stock is subject to transfer restrictions that are designed to reduce the possibility that certain changes in ownership could result in limitations on the use of our tax attributes. Our certificate of incorporation contains provisions that generally restrict the ability of a person or entity from acquiring ownership (including through attribution under the tax law) of 5% or more of our common shares and the ability of persons or entities now owning 5% or more of our common shares from acquiring additional common shares. Stockholders (and prospective stockholders) are advised that, under the tax law rules incorporated in these provisions, the acquisition of even a single share of common stock may be proscribed under our certificate of incorporation, given (among other things) the tax law ownership attribution rules as well as the tax law rules applicable to acquisitions made in coordination with or in concert with others. The restriction will remain until the earliest of (a) December 31, 2028, (b) the repeal of Section 382 of the Internal Revenue Code (or any comparable successor provision) and (c) the beginning of our taxable year to which these tax attributes may no longer be carried forward. The restriction may be waived by our Board of Directors.
Stockholders are advised to carefully monitor their ownership of our common stock and consult their own legal advisors and/or us to determine whether their ownership of our common shares approaches the proscribed level. Based upon discussions with BMO, we believe that the beneficial ownership (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934) by BMO of our common stock as reflected in the table above is not in violation of the transfer restrictions contained in our certificate of incorporation.
Item 13. Certain Relationships and Related Transactions and Director Independence.
Policies and Procedures with Respect to Transactions with Related Persons
The Board has adopted a policy for the review, approval and ratification of transactions that involve “related persons” and potential conflicts of interest (the “Related Person Transaction Policy”). The Related Person Transaction Policy applies to each director and executive officer of the Company, any nominee for election as a director of the Company, any security holder who is known to own of record or beneficially more than five percent of any class of the Company’s voting securities, any immediate family member of any of the foregoing persons, and any corporation, firm, association or other entity in which one or more directors of the Company are directors or officers, or have a substantial financial interest (each a “Related Person”). Under the Related Person Transaction Policy, a Related Person Transaction is defined as a transaction or arrangement involving a Related Person in which the Company is a participant or that would require disclosure in the Company’s filings with the SEC.
Under the Related Person Transaction Policy, Related Persons must disclose to the Audit Committee any potential Related Person Transactions and must disclose all material facts with respect to such transaction. All Related Person Transactions will be reviewed by the Audit Committee and, in its discretion, approved or ratified. In determining whether to approve or ratify a Related Person Transaction the Audit Committee will consider the relevant facts and circumstances of the Related Person Transaction, which may include factors such as the relationship of the Related Person with the Company, the materiality or significance of the transaction to the Company and the Related Person, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to the Company on an arms-length basis, and the impact of the transaction on the Company’s business and operations.
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Related Person Transactions
The Company is required to obtain infrastructure improvement bonds primarily for the benefit of the City of San Marcos prior to the beginning of lot construction work and warranty bonds upon completion of such improvements in the San Elijo Hills project. These bonds provide funds primarily to the City in the event the Company is unable or unwilling to complete certain infrastructure improvements in the San Elijo Hills project. Leucadia is contractually obligated to obtain these bonds on behalf of the subsidiaries through which the San Elijo Hills project is owned pursuant to the terms of agreements entered into when those subsidiaries were acquired by the Company. Those subsidiaries are responsible for paying all third party fees related to obtaining the bonds. Should the City or others draw on the bonds for any reason, certain of the Company’s subsidiaries would be obligated to reimburse Leucadia for the amount drawn. As of December 31, 2013, the amount of outstanding bonds was approximately $2,600,000, none of which has been drawn upon.
Since 1995, Leucadia has been providing administrative and accounting services to the Company. Under the current administrative services agreement, Leucadia provides services to the Company for a monthly fee of $15,000 ($180,000 in the aggregate for all of 2013). Pursuant to this agreement, Leucadia provides the services of Ms. Corinne A. Maki, the Company’s Secretary, in addition to various administrative functions. Ms. Maki is an officer of subsidiaries of Leucadia. The term of the administrative services agreement automatically renews for successive annual periods unless terminated in accordance with its terms. Leucadia has the right to terminate the agreement by giving the Company not less than one year’s prior notice, in which event the then monthly fee will remain in effect until the end of the notice period. The Company has the right to terminate the agreement, without restriction or penalty, upon 30 days prior written notice to Leucadia. The agreement has not been terminated by either party.
As previously disclosed, on February 28, 2014, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Leucadia and certain of its subsidiaries pursuant to which the Company agreed to purchase (collectively, the “Acquisition”) (a) all of the equity interests of certain wholly-owned subsidiaries of Leucadia (the “Acquired Subsidiaries”), (b) certain of the equity interests of entities partially owned by Leucadia (the “Investment Subsidiaries”) and (c) cash of approximately $18.4 million, subject to certain adjustments set forth in the Purchase Agreement (collectively the “Purchased Assets”). The Company, as consideration for the Purchased Assets, agreed to issue to Leucadia 7,500,000 unregistered shares of common stock of the Company (the “Acquisition Shares”) upon the terms and subject to the conditions specified in the Purchase Agreement. The Acquisition Shares will be subject to certain demand and piggy-back registration rights pursuant to a Registration Rights Agreement, dated October 21, 2002, by and between the Company and Leucadia. The closing of the Acquisition, which is expected to occur in March of 2014, remains subject to customary closing conditions. The terms and conditions of the Acquisition, including the Purchase Agreement, were negotiated and approved by a special independent committee of the Company’s Board (the “Independent Committee”) and ratified by the Company’s Board, the membership of which includes Joseph S. Steinberg, the Chairman of the board of directors of Leucadia, and Ian M. Cumming, a former member of the board of directors of Leucadia. Prior to February 28, 2014, Messrs. Steinberg and Cumming, together with Leucadia, constituted a group that held approximately 48.5% of the Company’s common stock outstanding prior to the completion of the Acquisition. As reflected in Schedule 13Ds filed by each of Leucadia, Mr. Steinberg and Mr. Cumming, on February 28, 2014, the group has been disbanded. Mr. Steinberg abstained from the ratifying vote of the Company’s Board. As part of its review and analysis of the Acquisition, the Independent Committee received a fairness opinion from Duff & Phelps LLC, as its financial advisor.
The Audit Committee, the Board or the Independent Committee, as applicable, has approved or ratified each of the foregoing.
Director Independence
The Board of Directors has determined that Mr. Considine and Dr. Lobatz are independent applying the NASDAQ Stock Market’s listing standards for independence.
Item 14. Principal Accounting Fees and Services.
The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit work performed by the Company’s independent auditor, PricewaterhouseCoopers LLP. The Audit Committee has pre-approved (i) certain general categories of work where no specific case-by-case approval is necessary (“general pre-approvals”) and (ii) categories of work which require the specific pre-approval of the Audit Committee (“specific pre-approvals”). For additional services or services in an amount above the annual amount that has been pre-approved, additional authorization from the Audit Committee is required. The Audit Committee has delegated to the Committee chair the ability to pre-approve all of these services. Any pre-approval decisions made by the Committee chair under this delegated authority will be reported to the full Audit Committee. All requests for services to be provided by PricewaterhouseCoopers LLP that do not require specific approval by the Audit Committee must be submitted to the Controller of the Company, who determines whether such services are in fact within the scope of those services that have received the general pre-approval of the Audit Committee. The Controller reports to the Audit Committee periodically.
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Audit Fees
In accordance with the SEC’s definitions and rules, Audit Fees are fees paid to PricewaterhouseCoopers LLP for professional services for the audit of the Company’s consolidated financial statements included in the Company’s Form 10-K, the review of financial statements included in the Company’s Form 10-Qs, services that are normally provided in connection with statutory and regulatory filings or engagements, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements including compliance with regulatory matters, the Sarbanes-Oxley Act, and consulting with respect to technical accounting and disclosure rules. All such services were approved by the Audit Committee. Such amounts aggregated $269,000 and $239,000 for the years ended December 31, 2013 and 2012, respectively. Additionally in 2013, the Company incurred audit related fees of $70,000.
Item 15. Exhibits and Financial Statement Schedules.
| (b) | Exhibits. |
| We will furnish any exhibit upon request made to our Corporate Secretary, 1903 Wright Place, Suite 220, Carlsbad, CA 92008. We charge $.50 per page to cover expenses of copying and mailing. |
| All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by the Company, file number 1-10153, unless otherwise indicated. |
| 3.1 | Restated Certificate of Incorporation, as restated July 3, 1995 of the Company (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 1995). |
| 3.2 | By-laws of the Company as amended through December 14, 1999 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 (the “1999 10-K”)). |
| 3.3 | Amendment to Amended and Restated Bylaws of the Company, dated July 10, 2002 (incorporated by reference to Exhibit 3.3 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2002 (the “Third Quarter 2002 10-Q”)). |
| 3.4 | Certificate of Amendment of the Certificate of Incorporation of the Company, dated July 10, 2002 (incorporated by reference to Exhibit 3.4 to the Third Quarter 2002 10-Q). |
| 3.5 | Certificate of Amendment of the Certificate of Incorporation of the Company, dated July 10, 2003 (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (the “2003 10-K”)). |
| 3.6 | Certificate of Amendment of the Certificate of Incorporation of the Company, dated July 10, 2003 (incorporated by reference to Exhibit 3.6 to the Company’s 2003 10-K). |
| 3.7 | Certificate of Amendment of the Certificate of Incorporation of the Company, dated August 2, 2010 (incorporated by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010). |
| 10.1 | Development Management Agreement between the Company and Provence Hills Development Company, LLC, dated as of August 14, 1998 (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K dated August 14, 1998). |
| 10.2 | Administrative Services Agreement, dated as of March 1, 2000, between Leucadia Financial Corporation (“LFC”), the Company, HomeFed Resources Corporation and HomeFed Communities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2000). |
| 10.3 | Amendment No. 1 dated as of November 1, 2000 to the Administrative Services Agreement dated as of March 1, 2000 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the “2000 10-K”)). |
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| 10.4 | Amendment No. 2 dated as of February 28, 2001 to the Administrative Services Agreement dated as of March 1, 2000 (incorporated by reference to Exhibit 10.22 to the Company’s 2000 10-K). |
| 10.5 | Amendment No. 3 dated as of December 31, 2001 to the Administrative Services Agreement dated as of March 1, 2000 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2001). |
| 10.6 | Registration Rights Agreement dated as of October 21, 2002, by and between HomeFed Corporation and Leucadia National Corporation (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K dated October 22, 2002). |
| 10.7 | Form of Grant Letter for the 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).+ |
| 10.8 | Amendment No. 4 dated as of May 28, 2002 to the Administrative Services Agreement dated as of March 1, 2000 (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002 (the “2002 10-K/A”)). |
| 10.9 | Amendment No. 5 dated as of November 15, 2002 to the Administrative Services Agreement dated as of March 1, 2000 (incorporated by reference to Exhibit 10.35 of the 2002 10-K/A). |
| 10.10 | Amendment dated as of October 21, 2002 to the Development Management Agreement dated as of August 14, 1998 (incorporated by reference to Exhibit 10.36 of the 2002 10-K/A). |
| 10.11 | Contribution Agreement between the Company and San Elijo Hills Development Company, LLC, dated as of October 21, 2002 (incorporated by reference to Exhibit 10.37 of the 2002 10-K/A). |
| 10.12 | Agreement and Guaranty, dated as of October 1, 2002, between Leucadia National Corporation and CDS Holding Corporation (incorporated by reference to Exhibit 10.38 of the 2002 10-K/A). |
| 10.13 | Obligation Agreement, dated as of October 1, 2002, between Leucadia National Corporation and San Elijo Ranch, Inc. (incorporated by reference to Exhibit 10.39 of the 2002 10-K/A). |
| 10.14 | Tax Allocation Agreement between the Company and its subsidiaries dated as of November 1, 2002 (incorporated by reference to Exhibit 10.21 to the Company’s 2003 10-K). |
| 10.15 | Amendment No. 1 to the First Amended and Restated Development Agreement and Owner Participation Agreement between the City of San Marcos, the San Marcos Redevelopment Agency and the San Elijo Hills Development Company, LLC dated as of February 11, 2004 (incorporated by reference to Exhibit 10.22 to the Company’s 2003 10-K). |
| 10.16 | Amendment No. 6 dated as of December 31, 2003 to the Administrative Services Agreement dated as of March 1, 2000 (incorporated by reference to Exhibit 10.23 to the Company’s 2003 10-K). |
| 10.17 | Amendment No. 7 dated as of December 31, 2004 to the Administrative Services Agreement dated as of March 1, 2000 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004). |
| 10.18 | Amended and Restated 1999 Stock Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement dated June 18, 2009). + |
| 10.19 | Named Executive Officer Compensation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 2, 2014). |
| 21 | Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Original 10-K). |
| 23 | Consent of PricewaterhouseCoopers LLP with respect to the incorporation by reference into the Company’s Registration Statement on Form S-8 (File No. 333-97079) (incorporated by reference to Exhibit 23 to the Original 10-K). |
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| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 101 | Financial statements from the Annual Report on Form 10-K of HomeFed Corporation for the year ended December 31, 2012, formatted in Extensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements (incorporated by reference to Exhibit 101 to the Original 10-K). |
| * | Furnished herewith pursuant to Item 601(b)(32) of Regulation S-K. |
| + | Management Employment Contract or Compensatory Plan/Arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| HOMEFED CORPORATION | |||
| Date: March 12, 2014 | By: | /s/ Erin N. Ruhe | |
| Name: Erin N. Ruhe | |||
| Title: Vice President, Treasurer and Controller | |||
| (Principal Financial and Accounting Officer) | |||
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