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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 2003
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 charter)
Delaware 33-0304982
------------------------------ ---------------------
(State or other jurisdiction of (I. R. S. employer
incorporation or organization) identification number)
1903 Wright Place, Suite 220
Carlsbad, California 92008
(760) 918-8200
-------------------------------------------------------------
(Address of principal executive offices and telephone number)
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 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 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 an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes X No
--- ---
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, 2003, the
aggregate market value of the Registrant's Common Stock held by non-affiliates
was approximately $111,152,000 on that date.
As of March 1, 2004, there were 8,256,679 outstanding shares of the
Registrant's Common Stock, par value $.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
This Report on Form 10-K/A amends and restates in their entirety the
following Items of the Annual Report on Form 10-K of HomeFed Corporation (the
"Company") for the fiscal year ended December 31, 2003.
PART III
Item 10. Directors and Executive Officers of the Registrant.
- ------- --------------------------------------------------
As of March 22, 2004, the directors and executive officers of the
Company, their ages, the positions held by them and the periods during which
they have served in such positions are as follows:
Name Age Position with the Company Office Held Since
- ---- --- ------------------------- -----------------
Paul J. Borden 55 Director and President May 1998
Curt R. Noland 47 Vice President October 1998
Erin N. Ruhe 38 Vice President, Treasurer and Vice President since April 2000;
Controller Treasurer since March 2004;
Controller since January 1999
Patrick D. Bienvenue 49 Director August 1998
Timothy M. Considine 63 Director January 1992
Ian M. Cumming 63 Director May 1999
Michael A. Lobatz 55 Director February 1995
Joseph S. Steinberg 60 Chairman of the Board and Director Chairman of the Board since
December 1999; Director since
August 1998
The officers serve at the pleasure of the board of directors of the
Company.
The recent business experience of our executive officers and
directors is summarized as follows:
Paul J. Borden. Mr. Borden has served as a director and President of
the Company since May 1998. Mr. Borden had been a Vice President of Leucadia
National Corporation (together with its subsidiaries, "Leucadia") from August
1988 through October 2000, responsible for overseeing many of Leucadia's real
estate investments.
Curt R. Noland. Mr. Noland has served as Vice President of the
Company since October 1998. He spent the last 24 years in the land development
industry in San Diego County as a design consultant, merchant builder and a
master developer. From November 1997 until joining the Company, Mr. Noland was
employed by the prior development manager of San Elijo Hills and served as
Director of Development for San Elijo Hills. Prior to November 1997, Mr. Noland
was employed for eight years by Aviara Land Associates, LP, a 1,000 acre
master-planned resort community in Carlsbad, California. He is also a licensed
civil engineer and real estate broker.
2
Erin N. Ruhe. 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.
Patrick D. Bienvenue. Mr. Bienvenue has served as a director of the
Company since August 1998. Since January 1996, Mr. Bienvenue has served in a
variety of executive capacities with real estate related subsidiaries of
Leucadia and, from 1992 until December 1995, was President and Chief Executive
Officer of Torwest Inc., a privately held property development and investment
company.
Timothy M. Considine. Mr. Considine has served as a director of the
Company since January 1992, serving as Chairman of the Board from 1992 to
December 1999, and is employed by Considine and Considine, an accounting
firm in San Diego, California, where he was a partner from 1969 to 2002.
Ian M. Cumming. Mr. Cumming has served as a director of the Company
since May 1999. He has been a director and Chairman of the Board of Leucadia
since June 1978 and a director and Chairman of the Board of The FINOVA Group
Inc. ("FINOVA"), a middle market lender in which Leucadia has an indirect 25%
equity interest, since August 2001. In addition, he has served as a director
since June 1995 of MK Gold Company ("MK Gold"), an international mining company
that is a subsidiary of Leucadia. Mr. Cumming has also been a director of
Skywest, Inc., a Utah-based regional air carrier, since June 1986.
Michael A. Lobatz. Dr. Lobatz has served as a director of the Company
since February 1995 and has been a practicing physician in San Diego, California
since 1981.
Joseph S. Steinberg. Mr. Steinberg has served as a director of the
Company since August 1998 and as Chairman of the Board since December 1999. Mr.
Steinberg has been President of Leucadia since January 1979 and a director of
Leucadia since December 1978. In addition, he has served as a director of MK
Gold since June 1995, Jordan Industries Inc., a public company that owns and
manages manufacturing companies, of which approximately 10.1% of the common
stock is beneficially owned by Leucadia, since June 1988, FINOVA since August
2001 and White Mountains Insurance Group, Ltd., a publicly traded insurance
holding company in which Leucadia has a less than 5% equity interest, since June
2001.
AUDIT COMMITTEE
The Board of Directors has a standing Audit Committee. The Board of
Directors has adopted a charter for the Audit Committee, which is filed as an
exhibit to this Report. The Audit Committee consists of Messrs. Considine
(Chairman) and Lobatz. Applying the Nasdaq criteria, the Board has determined
that each of Messrs. Considine and Lobatz is independent. In addition, the Board
has determined that Mr. Considine is qualified as an audit committee financial
expert within the meaning of regulations of the Securities and Exchange
Commission.
3
CODE OF PRACTICE
The Company has a Code of Business Practice, which is applicable to
all directors, officers and employees of the Company, and includes a Code of
Practice applicable to the Company's principal executive officers and senior
financial officers. Both the Code of Business Practice and the Code of Practice
are available without charge upon request. Requests should be addressed to
Corporate Secretary, HomeFed Corporation, 1903 Wright Place, Suite 220,
Carlsbad, California 92008. The Company intends to file with the Securities and
Exchange Commission amendments to or waivers from our Code of Practice
applicable to our principal executive officers and senior financial officers.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Based solely upon a review of the copies of such forms furnished to
the Company and written representations from the Company's executive officers,
directors and greater than 10% beneficial shareholders, the Company believes
that during the year ended December 31, 2003, all persons subject to the
reporting requirements of Section 16(a) filed the required reports on a timely
basis.
Item 11. Executive Compensation.
- ------- ----------------------
SUMMARY COMPENSATION TABLE
Set forth below is certain information with respect to the cash
compensation paid by the Company for services in all capacities to the Company
and its subsidiaries during the years ended 2003, 2002 and 2001 to (i) the
Company's President and chief executive officer, Paul J. Borden, and (ii) the
other executive officers of the Company whose total annual salary and bonus
exceeded $100,000 during these periods.
Long-term
Annual Compensation Compensation
---------------------------------------------------- ----------------
Name and Principal Options All Other
Position(s) Year Salary Bonus (# of shares) Compensation (2)
----------------- ---- ------ ----- ------------- ----------------
Paul J. Borden, 2003 $ 232,635(1) $ 1,006,619 100 $ 8,000
President 2002 226,189(1) 231,426 100 8,000
2001 222,000(1) 330,265 100 6,800
Curt R. Noland, 2003 $ 113,620 $ 603,409 -- $ 8,000
Vice President 2002 110,318 153,309 -- 7,545
2001 108,159 78,245 -- 6,800
Erin N. Ruhe, 2003 $ 78,805 $ 302,364 -- $ 6,247
Vice President and 2002 76,493 77,295 -- 5,552
Controller 2001 75,009 62,250 -- 5,490
R. Randy Goodson, 2003 $ 187,278 $ 305,618 -- $ 8,000
Vice President (3) 2002 183,611 80,508 -- 8,000
2001 180,000 80,400 -- --
Simon G. Malk, 2003 $ 113,308 $ 303,399 -- $ 7,668
Vice President (3) 2002 110,005 78,300 -- 7,532
2001 90,000 77,700 -- 3,708
(1) Included for each of 2003, 2002 and 2001 are $12,000 in directors fees Mr.
Borden received from the Company.
(2) Represents the contribution made by the Company to a defined contribution
401(k) plan on behalf of the named person.
(3) In March 2004, Messrs. Goodson and Malk resigned from the Company.
OPTION GRANTS IN 2003
The following table shows all grants of options to the named
executive officers of the Company in 2003.
4
Potential Realizable Value
At Assumed Annual Rates
of Stock Price Appreciation for
Individual Grants Option Term (2)
----------------------------------------------------------------- ----------------------------------
Securities % of Total
Underlying Options
Options Granted to Exercise
Granted Employees Price
Name (# of shares) in 2003 ($/share) Expiration Date 5%($) 10%($)
- ---- ------------- ------------- --------- ---------------- ----- ------
Paul J. Borden 100 (1) 100.0% $27.40 7/9/08 $757 $1,673
- --------------
(1) The options were granted pursuant to the Company's 1999 Stock Incentive
Plan to all Directors of the Company at an exercise price equal to the
fair market value of the shares of Common Stock on the date of grant. The
grant date of the options is July 9, 2003. These options become
exercisable at the rate of 25% per year commencing one year after the date
of grant.
(2) The potential realizable values represent future opportunity and have not
been reduced to reflect the time value of money. The amounts shown under
these columns are the result of calculations at the 5% and 10% rates
required by the Securities and Exchange Commission, and are not intended
to forecast future appreciation of the shares of Common Stock and are not
necessarily indicative of the values that may be realized by the named
executive officer.
5
AGGREGATE OPTION EXERCISES IN 2003 AND
OPTION VALUES AT YEAR END 2003
The following table provides information as to options
exercised by each of the named executives in 2003 and the value of options held
by such executives at year end measured in terms of the last reported sale price
for the Common Stock on December 31, 2003, $29.00.
Number of Value of
Unexercised Unexercised In-the-
Options at Money Options at
December 31, 2003 December 31, 2003
----------------- -----------------
Number of shares
Underlying Value Exercisable/ Exercisable/
Name Options Exercised Realized Unexercisable Unexercisable
- ---- ----------------- -------- ------------- -------------
Paul J. Borden -- -- 3,150/2,250 $ 67,623/$46,158
Curt R. Noland -- -- 1,500/1,000 $ 32,250/$21,500
Erin N. Ruhe -- -- 1,500/1,000 $ 32,250/$21,500
R. Randy Goodson (a) -- -- 65,975/650 $ 1,509,463/$13,975
Simon G. Malk (a) -- -- 35,525/350 $ 812,788/$7,525
- --------------------
(a) In March 2004, Messrs. Goodson and Malk resigned. Prior to their
resignations, Mr. Goodson exercised 66,300 options and 325 options were
forfeited and Mr. Malk exercised 35,700 options and 175 options were
forfeited.
COMPENSATION OF DIRECTORS
In 2003, each Director received a retainer of $12,000 for serving on
the Board of Directors. In addition, Mr. Considine was paid $16,000 for serving
as Chairman of the Audit Committee, and Mr. Lobatz was paid $12,000 for serving
on the Audit Committee. In addition, under the terms of the Company's 1999 Stock
Incentive Plan, each director is automatically granted options to purchase 1,000
shares on the date on which the annual meeting of stockholders of the Company 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.
6
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------- --------------------------------------------------------------
Set forth below is certain information as of March 22, 2004 with
respect to the beneficial ownership determined in accordance with Rule 13d-3
under the Securities Exchange act of 1934, as amended, of Common Stock by (i)
each person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding Common Stock (the Company's only class of voting
securities), (ii) each Director, (iii) the current executive officers named in
the Summary Compensation Table under "Executive Compensation," (iv) the
Steinberg Children Trusts and private charitable foundations established by Mr.
Cumming and Mr. Steinberg and (v) all executive officers and Directors of the
Company as a group.
Number of Shares
Name and Address and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
Leucadia National Corporation ................................... 2,474,226 (a) 30.0%
Patrick D. Bienvenue............................................. 1,150 (b) *
Paul J. Borden................................................... 5,728 (c) *
Timothy M. Considine............................................. 1,650 (d) *
Ian M. Cumming................................................... 773,309 (e)(f) 9.4%
Michael A. Lobatz................................................ 1,150 (b) *
Curt R. Noland................................................... 4,500 (g) *
Erin N. Ruhe..................................................... 4,500 (g) *
Joseph S. Steinberg.............................................. 719,977 (f)(h) 8.7%
The Steinberg Children Trusts.................................... 89,325 (i) 1.1%
Cumming Foundation............................................... 7,329 (j) *
The Joseph S. and Diane H. Steinberg
1992 Charitable Trust....................................... 2,381 (k) *
All Directors and executive officers
as a group (8 persons)........................................ 1,511,964 (l) 18.3%
- -------------------
* Less than .1%.
(a) The business address of this beneficial owner is 315 Park Avenue South, New
York, New York 10010.
(b) Includes 150 common shares that may be acquired upon the exercise of
currently exercisable stock options.
(c) Includes 4,150 common shares that may be acquired upon the exercise of
currently exercisable stock options.
(d) 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 1,150 shares held by The
Considine Family 1981 Trust, of which Mr. Considine and his wife are
trustees.
(e) Includes (i) 9,530 shares of Common Stock (.1%) beneficially owned by Mr.
Cumming's wife (directly and through trusts for the benefit of Mr.
Cumming's children of which Mr. Cumming's wife is trustee) as to which Mr.
Cumming may be deemed to be the beneficial owner and (ii)150 shares that
may be acquired upon the exercise of currently exercisable stock options.
Does not include 2,474,226 shares held by Leucadia which Mr. Cumming may be
deemed to beneficially own as a result of his beneficial ownership of
Leucadia common shares. See Item 13, "Certain Relationships and Related
Transactions."
7
(f) Messrs. Cumming and Steinberg have an oral agreement pursuant to which
they will consult with each other as to the election of a mutually
acceptable Board of Directors of the Company. The business address for
Messrs. Cumming and Steinberg is c/o Leucadia National Corporation, 315
Park Avenue South, New York, New York 10010.
(g) Includes 2,000 common shares that may be acquired upon the exercise of
currently exercisable stock options.
(h) Includes (i) 3,676 shares of Common Stock (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 and (ii) 150 shares that may be acquired
upon the exercise of currently exercisable stock options. Does not include
2,474,226 shares held by Leucadia which Mr. Steinberg may be deemed to
beneficially own as a result of his beneficial ownership of Leucadia common
shares. See Item 13, "Certain Relationships and Related Transactions."
(i) Mr. Steinberg disclaims beneficial ownership of the Common Stock held by
the Steinberg Children Trusts.
(j) Mr. Cumming is a trustee and President of the foundation and disclaims
beneficial ownership of the Common Stock held by the foundation.
(k) Mr. Steinberg and his wife are trustees of the trust. Mr. Steinberg
disclaims beneficial ownership of the Common Stock held by the trust.
(l) Includes 8,750 shares of Common Stock that may be acquired upon the
exercise of currently exercisable stock options.
As of March 22, 2004, Cede & Co. held of record 4,634,583 shares of
Common Stock (approximately 56.1% of the 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.
8
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information regarding the Company's
equity compensation plans as of December 31, 2003. All outstanding awards relate
to the Company's Common Stock.
Number of securities
remaining available
for future issuance
Number of Securities Weighted-average under equity
to be issued upon exercise price of compensation plans
exercise of outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in column (a))
Plan Category (a) (b) (c)
- ---------------------- ---------------------------------- -------------------- -------------------------
Equity compensation 120,250 $ 6.45 199,400
plans approved by
security holders
Equity compensation
plans not approved
by security holders - - -
--------------- ----------- -----------
Total 120,250 $ 6.45 199,400
=============== =========== ===========
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
In 1999, Leucadia distributed all of the Company's Common Stock that
it owned to shareholders of Leucadia. As a result, at March 22, 2004, Joseph S.
Steinberg, Chairman of the Board of the Company, and Ian M. Cumming, a director
of the Company, together with their respective family members (excluding trusts
for the benefit of Mr. Steinberg's children) beneficially owned approximately
8.7% and 9.4%, respectively, of the Company's outstanding Common Stock, before
consideration of the Common Stock owned by Leucadia. Mr. Steinberg is also
President and a director of Leucadia and Mr. Cumming is Chairman of the Board of
Leucadia. At March 22, 2004, Mr. Steinberg and Mr. Cumming beneficially owned
(together with their respective family members but excluding trusts for the
benefit of Mr. Steinberg's children) approximately 12.9% and 13.2%,
respectively, of Leucadia's outstanding common shares. In addition to their
ownership of the Company's Common Stock (directly and through family members),
as a result of their beneficial ownership of Leucadia common shares, Messrs.
Cumming and Steinberg each may be deemed to be the beneficial owner of the
shares of the Company's Common Stock beneficially owned by Leucadia.
Set forth below is information concerning agreements or relationships
between the Company and Leucadia and its subsidiaries.
ACQUISITION OF CDS HOLDING CORPORATION
In October 2002, the Company purchased from Leucadia all of the
issued and outstanding shares of capital stock of CDS Holding Corporation
("CDS"), which through its majority-owned subsidiaries is the owner of the San
Elijo Hills project. The $25,000,000 purchase price consisted of $1,000,000 in
cash and 2,474,226 shares of the Company's common stock, representing
approximately 30% of the Company's outstanding shares. Since August 1998, the
Company has been the development manager for this project. The development
management agreement provided that the Company would receive development
management fees for the field overhead, management and marketing services it
9
provides, based on the revenues of the project. In addition, the Company had the
right to receive a substantial portion of CDS's share of the project's net cash
flow through the success fee arrangement. No success fee had been paid prior to
the Company's acquisition of CDS. After the acquisition of CDS, since the
Company was both an indirect owner of the San Elijo Hills project and the holder
of the rights to the success fee, the development management agreement was
amended to eliminate the success fee provisions.
Pursuant to an agreement with CDS and its subsidiaries, Leucadia has
historically provided project improvement bonds which were required prior to the
commencement of any project development. This agreement was not affected by the
Company's acquisition of CDS, and Leucadia will continue to obtain these bonds
on behalf of the project. Should these bonds be drawn upon, the Company would be
obligated to reimburse Leucadia for the amount drawn. As of December 31, 2003,
the amount of outstanding bonds was approximately $31,700,000.
LOAN AGREEMENTS
Leucadia funded the Company's bankruptcy plan by purchasing Common
Stock and a secured promissory note of the Company. As of December 31, 2003, the
principal amount outstanding on the note was $26,462,000. The note is payable on
December 31, 2007 and bears interest at 6% per year through 2004, 9% in 2005,
10% in 2006 and 11% in 2007. In 2003, the Company paid Leucadia $1,588,000 in
interest. On March 26, 2004, the Company prepaid the Leucadia note in full.
In March 2001, the Company entered into an unsecured $3,000,000 line
of credit agreement with Leucadia. Loans outstanding under this line of credit
bear interest at 10% per year; in 2003, the Company paid $38,000 in commitment
fees and incurred no interest expense. Effective March 1, 2002, this agreement
was amended to extend the maturity to February 28, 2007, although Leucadia had
the right to terminate the line of credit on an annual basis. In October 2002,
the line of credit was increased to $10,000,000 and Leucadia's ability to
terminate the line of credit prior to maturity was removed, unless the Company
is in default. As of March 22, 2004, no amounts were outstanding under this
facility.
OTAY LAND COMPANY, LLC
In October 1998, the Company and Leucadia formed Otay Land Company to
purchase approximately 4,850 non-adjoining acres of land located within the
larger 22,900 acre Otay Ranch master-planned community south of San Diego,
California. Otay Land Company acquired this land for $19,500,000. When Otay Land
Company was formed, Leucadia contributed $10,000,000 as a preferred capital
interest. In 2003, the Company paid approximately $12,900,000 in redemption of
Leucadia's preferred capital interest in Otay Land Company and in full
satisfaction of the preferred return related thereto.
ADMINISTRATIVE SERVICES AGREEMENT
Since emerging from bankruptcy in 1995, administrative services and
accounting services have been provided to the Company by Leucadia. Under the
current administrative services agreement, which extends through December 31,
2004, Leucadia provides services to the Company for a monthly fee of $10,000.
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 cost of services
provided by Leucadia during 2003 aggregated $120,000.
OFFICE SPACE
The Company rents office space at its corporate headquarters and
furnishings to Leucadia for a monthly rental equal to Leucadia's pro rata share
of the Company's cost for such space and furnishings. In 2003, the rent paid by
Leucadia to the Company totaled $72,000.
10
Item 14. Principal Accounting Fees and Services.
- ------- --------------------------------------
The Audit Committee has adopted policies and procedures effective May
2003 for pre-approving all audit and non-audit work performed by the Company's
independent auditor, PricewaterhouseCoopers LLP. Specifically, the Audit
Committee has pre-approved certain specific categories of work and an annual
amount for each category. 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 both general pre-approvals (where no specific,
case-by-case approval is necessary) and specific pre-approvals. 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
that such services are in fact within the scope of those services that have been
pre-approved by the Audit Committee. The Controller reports to the Audit
Committee periodically.
The following table sets forth the aggregate fees incurred by us for
the following periods relating to our independent accounting firm,
PricewaterhouseCoopers LLP:
Fiscal Year Ended
December 31,
---------------------
2003 2002
---- ----
Audit Fees............................ $87,500 $76,100
Audit Related Fees.................... 4,000 -
------- -------
$91,500 $76,100
======= =======
In the table above, 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 and review of financial statements included
in the Company's Form 10-Qs, and for services that are normally provided by the
accountants in connection with statutory and regulatory filings or engagements;
and "audit-related fees" are fees for assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements and in 2003 consist of compliance with regulatory matters, including
the Sarbanes-Oxley Act, and consulting with respect to technical accounting and
disclosure rules. All such services were approved by the Audit Committee.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- ------- ----------------------------------------------------------------
(a)(1) Financial Statements.
Report of Independent Auditors F-1
Consolidated Balance Sheets at December 31, 2003 and 2002 F-2
Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001 F-3
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended
December 31, 2003, 2002 and 2001 F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 F-5
Notes to Consolidated Financial Statements F-7
11
(a)(2) Financial Statement Schedules.
Schedules are omitted because they are not required or are not
applicable or the required information is shown in the financial
statements or notes thereto.
(a)(3) Executive Compensation Plans and Arrangements.
1999 Stock Incentive Plan (filed as Annex A to the Company's Proxy
Statement dated November 22, 1999).
2000 Stock Incentive Plan (filed as Annex B to the Company's Proxy
Statement dated June 20, 2000).
(b) Reports on Form 8-K.
None.
(c) Exhibits.
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).
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 Company's quarterly report on Form 10-Q for the quarter ended
September 30, 2002).
3.5 Certificate of Amendment of the Certificate of Incorporation of the
Company, dated July 10, 2003 (previously filed).
3.6 Certificate of Amendment of the Certificate of Incorporation of the
Company, dated July 10, 2003 (previously filed).
10.1 Security Agreement and Stock Pledge by and between HomeFed Corporation
and Leucadia Financial Corporation dated as of July 3, 1995
(previously filed).
10.2 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).
10.3 Amended and Restated Limited Liability Company Agreement of Otay Land
Company, LLC, dated as of September 20, 1999, between the Company and
Leucadia National Corporation (incorporated by reference to Exhibit
10.16 to the Company's Registration Statement on Form S-2 (No.
333-79901)).
12
10.4 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).
10.5 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")).
10.6 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).
10.7 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).
10.8 Third Amendment to Option and Purchase Agreement and Escrow
Instructions, dated as of June 21, 2002, by and between Otay Land
Company, LLC and Lakes Kean Argovitz Resorts - California, LLC
(incorporated by reference to Exhibit 10.27 to the Company's quarterly
report on Form 10-Q for the quarter ended June 30, 2002).
10.9 Stock Purchase Agreement dated as of October 21, 2002, by and between
HomeFed Corporation and Leucadia National Corporation (incorporated by
reference to Exhibit 10.1 to the Company's current report on Form 8-K
dated October 22, 2002).
10.10 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).
10.11 Second Amendment and Restated Loan Agreement dated as of October 9,
2002, by and between HomeFed Corporation and Leucadia Financial
Corporation (incorporated by reference to Exhibit 10.3 to the
Company's current report on Form 8-K dated October 22, 2002).
10.12 Second Amendment and Restated Variable Rate Secured Note dated as of
October 9, 2002 (incorporated by reference to Exhibit 10.4 to the
Company's current report on Form 8-K dated October 22, 2002).
10.13 Amended and Restated Line Letter dated as of October 9, 2002, by and
between HomeFed Corporation and Leucadia Financial Corporation
(incorporated by reference to Exhibit 10.5 to the Company's current
report on Form 8-K dated October 22, 2002).
10.14 Amended and Restated Term Note dated as of October 9, 2002
(incorporated by reference to Exhibit 10.6 to the Company's current
report on Form 8-K dated October 22, 2002).
10.15 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")).
10.16 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).
10.17 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).
13
10.18 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).
10.19 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).
10.20 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).
10.21 Tax Allocation Agreement between the Company and its subsidiaries
dated as of November 1, 2002 (previously filed).
10.22 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 (previously
filed).
10.23 Amendment No. 6 dated as of December 31, 2003 to the Administrative
Services Agreement dated as of March 1, 2000 (previously filed).
21 Subsidiaries of the Company (previously filed).
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 (previously furnished).
32.2 Certification of Principal Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (previously furnished).
99.1 The Company's Audit Committee Charter.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
HOMEFED CORPORATION
Registrant
By: /s/ Erin N. Ruhe
----------------------------------
Erin N. Ruhe
Vice President, Treasurer and
Controller
Dated: April 23, 2004
15
CERTIFICATIONS
I, Paul J. Borden, certify that:
1. I have reviewed this annual report on Form 10-K/A of HomeFed
Corporation; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report.
Date: April 23, 2004
/s/ Paul J. Borden
----------------------------
Paul J. Borden
President
16
CERTIFICATIONS
I, Erin N. Ruhe, certify that:
1. I have reviewed this annual report on Form 10-K/A of HomeFed
Corporation; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report.
Date: April 23, 2004
/s/ Erin N. Ruhe
------------------------------------
Erin N. Ruhe
Vice President, Treasurer and
Controller
17