SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
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 (I.R.S. Employer
incorporation or organization) Identification No.)
1903 Wright Place, Suite 220, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
(760) 918-8200
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes _X_ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. On August 12, 1999, there
were 56,557,826 outstanding shares of the Registrant's Common Stock, par value
$.01 per share.
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS.
HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1999 and December 31, 1998
(Dollars in thousands, except par value)
----------------------------------------
June 30, December 31,
1999 1998
---- ----
(Unaudited)
ASSETS
- ------
Land and real estate held for development and sale $ 23,334 $ 4,636
Cash and cash equivalents 2,246 3,120
Restricted cash 1,321 1,127
Investment in Otay Land Company, LLC -- 10,125
Other investments -- 79
Deposits and other assets 321 164
--------- ---------
TOTAL $ 27,222 $ 19,251
========= =========
LIABILITIES
- -----------
Note payable to Leucadia Financial Corporation $ 20,129 $ 19,736
Accounts payables and accrued liabilities 1,049 802
--------- ---------
Total liabilities 21,178 20,538
--------- ---------
MINORITY INTEREST 10,000 --
- ----------------- --------- ---------
COMMON STOCK SUBSCRIPTION
- -------------------------
Advance under common stock subscription 6,710 6,710
--------- ---------
STOCKHOLDERS' DEFICIT
- ---------------------
Common Stock, $.01 par value;
100,000,000 shares authorized; 100 100
10,000,000 shares outstanding
Additional paid-in capital 346,919 346,919
Accumulated deficit (357,685) (355,016)
--------- ---------
Total stockholders' deficit (10,666) (7,997)
--------- ---------
TOTAL $ 27,222 $ 19,251
========= =========
See notes to interim consolidated financial statements.
2
HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the periods ended June 30, 1999 and 1998
(In thousands, except per share amounts)
(Unaudited)
--------------------------------------------
For the Three For the Six
Month Period Ended Month Period Ended
June 30, June 30,
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
Sales of residential properties $ -- $ -- $ 2,250 $ 891
Cost of sales -- -- 2,218 894
------- ------- ------- -------
Gross profit (loss) -- -- 32 (3)
Provision for losses on real estate investments -- -- 255 --
Interest expense relating to Leucadia Financial Corporation 596 780 1,180 1,552
General and administrative expenses 626 174 1,201 305
Management fees to Leucadia Financial Corporation 74 13 148 30
------- ------- ------- -------
Loss from operations (1,296) (967) (2,752) (1,890)
Other income, net 51 64 103 134
------- ------- ------- -------
Loss before income taxes (1,245) (903) (2,649) (1,756)
Income tax expense (12) (8) (20) (17)
------- ------- ------- -------
Net loss $(1,257) $ (911) $(2,669) $(1,773)
======= ======= ======= =======
Basic loss per common share $ (0.13) $ (0.09) $ (0.27) $ (0.18)
======= ======= ======= =======
Diluted loss per common share $ (0.13) $ (0.09) $ (0.27) $ (0.18)
======= ======= ======= =======
See notes to interim consolidated financial statements.
3
HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT For the six months ended June 30,
1999 and 1998
(In thousands)
(Unaudited)
---------------------------------------------------
Common
Stock Additional Total
$.01 Par Paid-In Accumulated Stockholders'
Value Capital Deficit Deficit
----- ------- ------- -------
BALANCE, JANUARY 1, 1998 $ 100 $ 339,904 $(350,743) $ (10,739)
Net loss (1,773) (1,773)
--------- --------- --------- ---------
BALANCE, JUNE 30, 1998 $ 100 $ 339,904 $(352,516) $ (12,512)
========= ========= ========= =========
BALANCE, JANUARY 1, 1999 $ 100 $ 346,919 $(355,016) $ (7,997)
Net loss (2,669) (2,669)
--------- --------- --------- ---------
BALANCE, JUNE 30, 1999 $ 100 $ 346,919 $(357,685) $ (10,666)
========= ========= ========= =========
See notes to interim consolidated financial statements.
4
HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1999 and 1998
(In thousands)
(Unaudited)
---------------------------------------------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,669) $(1,773)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for losses on real estate investments 255 --
Accrued interest added to note payable to Leucadia Financial Corporation 393 --
Changes in operating assets and liabilities:
Land and real estate held for development and sale 1,507 322
Deposits and other assets (157) 226
Accounts payable and accrued liabilities (88) 12
Decrease (increase) in restricted cash (194) 2
------- -------
Net cash used in operating activities (953) (1,211)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in other investments 79 (2)
------- -------
Net cash provided by (used in) investing activities 79 (2)
------- -------
Net decrease in cash and cash equivalents (874) (1,213)
Cash and cash equivalents, beginning of period 3,120 4,195
------- -------
Cash and cash equivalents, end of period $ 2,246 $ 2,982
======= =======
See notes to interim consolidated financial statements.
5
HOMEFED CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited interim consolidated financial statements, which reflect all
adjustments (consisting only of normal recurring items) that management
believes are necessary to present fairly the financial position, results of
operations and cash flows, should be read in conjunction with the audited
consolidated financial statements for HomeFed Corporation for the year
ended December 31, 1998 which are included in the Company's Annual Report
on Form 10-K, as amended by Form 10-K/A, for such year (the "1998 10-K").
Results of operations for interim periods are not necessarily indicative of
annual results of operations. The consolidated balance sheet at December
31, 1998 was derived from the Company's audited consolidated financial
statements in the 1998 10-K, and does not include all disclosures required
by generally accepted accounting principles for annual financial
statements.
During the first quarter of 1999, the limited liability company agreement
governing Otay Land Company, LLC ("Otay Land Company") was amended and as a
result, the Company now has the ability to control Otay Land Company.
Accordingly, Otay Land Company has been included in the Company's
consolidated financial statements. The Company previously had accounted for
this investment under the equity method of accounting; the noncash effects
on the Consolidated Statements of Cash Flows are a decrease in the
investment in Otay Land Company of $10,125,000 and an increase in minority
interest of $10,000,000.
2. In 1992, the Company filed for bankruptcy protection under Chapter 11 of
the United States Bankruptcy Code. The Company emerged from bankruptcy in
1995 pursuant to a plan of reorganization (the "Plan"). Leucadia Financial
Corporation ("LFC"), an indirect wholly-owned subsidiary of Leucadia
National Corporation ("Leucadia"), principally funded the Plan by
purchasing a $20,000,000 principal amount, 12% secured convertible note due
2003 (the "Convertible Note") and 2,700,000 shares of newly issued common
stock, par value $.01 per share ("Common Stock") of the Company. In
addition, LFC received 1,417,986 shares of Common Stock of the Company
under the Plan. These shares, together with the shares LFC purchased,
constituted 41.2% of the issued and outstanding Common Stock of the Company
following the bankruptcy.
3. In August 1998, in connection with the stock purchase agreements and
development management agreement referred to below, the Company and LFC
entered into an Amended and Restated Loan Agreement, pursuant to which the
Company and LFC restructured the outstanding Convertible Note held by LFC.
The Restructured Note has a principal amount of approximately $26,462,000
(reflecting the original $20,000,000 principal balance of the Convertible
Note, together with additions to principal resulting from accrued and
unpaid interest thereon to the date of the restructuring , as allowed under
the terms of the Convertible Note), extends the maturity date from July 3,
2003 to December 31, 2004, reduces the interest rate from 12% to 6% and
eliminates the convertibility feature of the Convertible Note. Interest
only on the Restructured Note is paid quarterly and all unpaid principal is
due on the maturity date. During the six-month period ended June 30, 1999,
interest of approximately $787,000 was paid to LFC. As a result of the
restructuring of the Convertible Note, the Restructured Note was recorded
at fair value and the approximately $7,015,000 difference between such
amount and the carrying value of the Convertible Note was reflected as
additional paid-in capital. The $7,015,000 difference between the fair
value of the Restructured Note and the carrying value of the Convertible
Note will be amortized as interest expense over the term of the
Restructured Note using the interest method. Approximately $393,000 was
amortized as interest expense during the six-month period ended June 30,
1999.
4. In August and October 1998, in connection with the execution of the
development management agreement for San Elijo Hills (the "Development
Agreement") and the restructuring of the Convertible Note, Leucadia entered
into agreements to purchase, on or after July 5, 1999, an additional
46,557,826 shares of Common Stock for aggregate consideration of
$8,380,000. In 1998, Leucadia irrevocably transferred all of the Common
Stock that it beneficially owned, together with the stock purchase
agreements, to a trust (the "Leucadia Trust") formed for the benefit of
Leucadia shareholders of record as of August 25, 1998 (the "Trust
Beneficiaries"). The Leucadia Trust currently holds the 41.2% of the
Company's issued and outstanding Common Stock that LFC acquired under the
Plan, together with the stock purchase agreements. Upon consummation of the
purchases under these stock purchase agreements, the Leucadia Trust will
beneficially own 89.6% of the issued and outstanding Common Stock of the
Company. Pursuant to the terms of the agreement governing the Leucadia
Trust, the Leucadia Trust will terminate on the earlier of: (i) the date
when all of the Company's Common Stock and any rights remaining under the
stock
6
purchase agreements have been distributed to the Trust Beneficiaries or
(ii) December 31, 2001. Under the terms of the trust agreement, the
Leucadia Trust is required to distribute all of the Company's Common Stock
that it owns as promptly as practicable following the purchase of Common
Stock under the two stock purchase agreements and the effectiveness of a
registration statement filed with the Securities and Exchange Commission.
5. Basic loss per share of Common Stock for all periods presented was
calculated by dividing the net loss by the 10,000,000 shares of Common
Stock outstanding for the periods.
Diluted loss per share of Common Stock was calculated as described above.
The number of shares used to calculate diluted loss per share was
10,000,000 for 1999 and 1998. The calculation of diluted loss per share
does not include Common Stock equivalents of 46,557,826 and 54,400,000 for
1999 and 1998, respectively, which are antidilutive.
6. As of October 14, 1998, the Company and Leucadia formed Otay Land Company.
The Company initially contributed $10,000,000 as capital and Leucadia
contributed $10,000,000 as a preferred capital interest. The Company also
contributed $125,000 as capital in 1998 and $725,000 during the six-month
period ended June 30, 1999. The Company is the manager of Otay Land
Company. Otay Land Company has acquired, for approximately $19,500,000,
approximately 4,800 acres of land which is part of a 22,900 acre project
located south of San Diego, California, known as Otay Ranch. Distributions
of net income from this investment first will be paid to Leucadia until it
has received an annual cumulative preferred return of 12% on, and repayment
of, its preferred investment. Any remaining funds are to be distributed to
the Company.
7. Pursuant to administrative services agreements, LFC provides administrative
services to the Company, including providing the services of two of the
Company's three executive officers. Effective March 1, 1999, the Company
and LFC entered into a new three year administrative services agreement
pursuant to which the Company will pay LFC an administrative fee of
$296,101 for the first annual period, with the fee for subsequent annual
periods to be negotiated. Fees paid by the Company to LFC totaled $148,000
for the six-month period ended June 30, 1999.
The Company rents office space and furnishings from a subsidiary of
Leucadia for a monthly amount equal to its share of the Leucadia
subsidiary's cost for such space and furnishings. For the six months ended
June 30, 1999, the Company accrued $90,000 in rental expense, related to
space provided by Leucadia or its affiliates, to the Leucadia subsidiary.
8. On July 8, 1999, the Company received approximately $1,670,000 in final
payment of the common stock subscription and issued 46,557,826 shares of
HomeFed Common Stock to the Leucadia Trust as described in Note 4 above.
On July 15, 1999, the Company sold one of its three clustered housing
development sites at the Paradise Valley project for $350,000, less closing
costs. The book value of this site was approximately $315,000.
In February 1999, one of the Company's consolidated partnerships placed
approximately $197,000 on deposit with a financial institution in Salt Lake
City, Utah to secure a standby letter of credit. The letter of credit was
issued to guaranty the partnership's obligation to complete landscape,
irrigation and fencing improvements at the Paradise Valley project. This
letter of credit expired on August 6, 1999 and the cash of approximately
$197,000 was deposited in the Company's operating account.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF INTERIM OPERATIONS.
The following should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in the
Company's 1998 10-K.
LIQUIDITY AND CAPITAL RESOURCES
For the six-month periods ended June 30, 1999 and 1998, net cash was used in
operating activities, principally to fund interest and general and
administrative expenses. The Company's principal sources of funds are dividends
or borrowings from its subsidiaries, any fee income earned from the San Elijo
Hills project and amounts received pursuant to the stock purchase agreements
described herein. The Company is dependent upon the cash flow, if any, from the
sale of real estate and management fees in order to pay its expenses, including
debt service payments.
The Company expects that its cash on hand, together with cash generated from lot
sales and the remaining purchase price of $1,670,000 paid to the Company in July
1999 pursuant to the August 1998 stock purchase agreement with Leucadia
described above, will be sufficient to meet its cash flow needs for the
foreseeable future. However, the Company's ability to provide services required
under the Development Management Agreement after 1999 will depend significantly
upon the receipt of fees under the Development Agreement as described below. If
at any time in the future the Company's cash flow is insufficient to meet its
then current cash requirements, the Company could sell real estate projects held
for development or seek to borrow funds. However, because all of the Company's
assets are pledged to LFC to collateralize its $26,500,000 borrowing from LFC,
it may be unable to obtain financing at favorable rates from sources other than
LFC.
The Development Agreement provides that the Company will receive certain fees in
connection with the project. These fees consist of marketing, field overhead and
management service fees. These fees are based on a fixed percentage of gross
revenues of the project and are expected to cover the Company's cost of
providing services under the Development Agreement. The Development Agreement
also provides for a success fee to the Company out of the project's net cash
flow, if any, as described below, up to a maximum amount. Whether the success
fee, if it is earned, will be paid to the Company prior to the conclusion of the
project will be at the discretion of the project owner.
To determine "net cash flow" for purposes of calculating the success fee, all
cash expenditures of the project will be deducted from total revenues of the
project. Examples of "expenditures" for these purposes include land development
costs, current period operating costs, and indebtedness, either collateralized
by the project (approximately $31,483,000 at June 30, 1999) or owed by the
project's owner to Leucadia (approximately $45,912,000 at June 30, 1999)
(collectively "Indebtedness"). As a success fee, the Company is entitled to
receive payments out of net cash flow, if any, up to the aggregate amount of the
Indebtedness. The balance of the net cash flow, if any, will be paid the Company
and the project owner in equal amounts. However, the amount of the success fee
cannot be more than 68% of net cash flow minus the amount of the Indebtedness.
There can be no assurance, however, that the Company will receive any success
fee at all for this project. The Company believes that any success fee that it
may receive will be its principal source of net income earned through its
participation in the San Elijo Hills project.
As of August 14, 1998, the Company and LFC entered into an Amended and Restated
Loan Agreement that restructured the original Convertible Note held by LFC.,
originally issued by the Company in 1995 to fund its bankruptcy plan and the
related loan agreement. The restructured note, dated August 14, 1998 (the
"Restructured Note"):
o has a principal amount of approximately $26,500,000, which includes
additions to principal from accrued and unpaid interest on the
Convertible Note to the date of the restructuring, as permitted under
the terms of the Convertible Note.
o extends the maturity date from July 3, 2003 to December 31, 2004,
o reduces the interest rate from 12% to 6%, and
o eliminates the convertibility feature of the Convertible Note.
8
The Company pays interest only on the Restructured Note on a quarterly basis.
The principal of the Restructured Note is not due to be repaid until December
31, 2004. During the six-month period ended June 30, 1999, the Company paid
$787,000 in interest on the Restructured Note to LFC.
In the first quarter of 1999, the Company sold the remaining 75 residential lots
at the Paradise Valley project for $2,250,000, less closing costs. The Company
has certain continuing obligations with respect to this project, including the
obligation to construct a recreation center. The Company estimates that
construction of the recreation center for the Paradise Valley community will be
completed at a cost of approximately $1,100,000. This obligation is
collateralized by a $1,000,000 collateralized letter of credit. The Company
anticipates that construction of the recreation center will begin in 1999.
In the third quarter of 1999, the Company sold one of its three clustered
housing development sites at the Paradise Valley project for $350,000, less
closing costs.
In February 1999, one of the Company's consolidated partnerships placed
approximately $197,000 on deposit with a financial institution in Salt Lake
City, Utah to secure a standby letter of credit. The letter of credit was issued
to guaranty the partnership's obligation to complete landscape, irrigation and
fencing improvements at the Paradise Valley project. This letter of credit
expired on August 6, 1999 and the cash of approximately $197,000 was deposited
in the Company's operating account.
In connection with an indemnity agreement to a third party surety, a subsidiary
of the Company is required to (1) maintain either a minimum net worth of
$5,000,000 and a minimum cash balance of $400,000 or (2) provide an irrevocable
letter of credit. The subsidiary of the Company entered into this indemnity
agreement in 1990 in connection with the construction of infrastructure
improvements in a development located in LaQuinta, California. Based upon
current estimates, the amount of the letter of credit required to satisfy this
obligation would be approximately $460,000. The Company has not elected to
deliver this letter of credit, although it may choose to do so in the future if
it determines that the minimum net worth requirement restricts its operating
flexibility.
In October 1998, the Company and Leucadia formed Otay Land Company, LLC. Through
June 30, 1999, the Company invested $10,850,000 as capital and Leucadia invested
$10,000,000 as a preferred capital interest. The Company is the manager of Otay
Land Company. In 1998, Otay Land Company purchased approximately 4,800 acres of
land that is part of a 22,900 acre project located south of San Diego,
California, known as Otay Ranch, for approximately $19,500,000. Distributions of
net income from this investment first will be paid to Leucadia until it has
received an annual cumulative preferred return of 12% on, and repayment of, its
preferred investment. Any remaining funds will be distributed to the Company.
RESULTS OF OPERATIONS
Sales of residential properties increased in the six-month period ended June 30,
1999 compared to the same period in 1998. This increase resulted from the
Company's 1999 sale of the remaining 75 residential lots in the Paradise Valley
project, compared to the sale of 20 residential lots in that project in 1998.
Cost of sales recorded during these periods reflects the level of sales
activity.
The provision for losses on real estate investments includes $225,000,
reflecting an increase in the Company's estimated cost to complete the
recreational center for the Paradise Valley Community.
Interest expense for the three-month and six-month periods ended June 30, 1999
reflects $396,000 and $787,000, respectively, paid to LFC on the Restructured
Note and $200,000 and $393,000, respectively, resulting from the amortization of
a portion of the difference between the fair value of the Restructured Note and
the carrying value of the Convertible Note. Interest expense for the three-month
and six-month periods ended June 30, 1998 reflects interest of $780,000 and
$1,552,000 due on the Convertible Note which was paid by the Company.
General and administrative expenses increased in both the three-month and
six-month periods ended June 30, 1999 as compared to the same periods in 1998
due to the increased operating activities in connection with the San Elijo Hills
project and the Otay Ranch project, including opening an office in Carlsbad,
California.
9
Income tax expense for all periods presented relates to state franchise taxes.
The Company has not recorded federal income tax benefits for its operating
losses due to the uncertainty of sufficient future taxable income which is
required in order to record such tax benefits.
THE YEAR 2000 ISSUE
The year 2000 issue is the result of computerized systems being written to store
and process the year portion of dates using two digits rather than four digits.
As a consequence, date-sensitive systems may fail or produce erroneous results
on or before January 1, 2000 because the year 2000 will be interpreted
incorrectly.
All of the Company's key software applications are purchased from mass-market
software companies and, based on literature provided by software manufacturers,
the Company believes that this software is designed to be year 2000 compliant.
The Company's computer hardware systems are generally new and designed to be
year 2000 compliant. The Company has engaged a consultant to test its systems to
determine their year 2000 compliance. If systems are found not to be year 2000
compliant, they will be either repaired or replaced. To date, the Company has
incurred costs of less than $5,000 in its year 2000 compliance efforts and does
not anticipate making material expenditures in the future.
Based upon its year 2000 risk assessment work performed thus far, the Company
believes the most likely year 2000 related failures would be related to a
disruption of materials and services of loss of data or plans provided by third
parties. The Company is assessing all third parties with which the Company has
material relationships to determine their compliance with year 2000 issues. The
Company has begun to contact suppliers with respect to their year 2000
compliance and expects this inquiry to be completed by the fourth quarter of
1999. Although the Company does not expect that these disruptions would have a
material adverse effect on its financial condition or results of operations, the
Company cannot assure you that its belief is correct or that its risk
assessments are, in fact, accurate. There can be no assurance that the Company's
vendors, suppliers and other parties with whom it does business will
successfully resolve their own year 2000 problems, if any. In the event of any
such failures or other year 2000 failures, there can be no assurance that there
will not be a material adverse effect on the Company's financial condition or
results of operations.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING INFORMATION
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Interim Operations may contain forward-looking
statements. Such forward-looking statements are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements may relate, but are not limited, to projections of revenues, income
or loss, capital expenditures, plans for growth and future operations (including
year 2000 compatibility), competition and regulation as well as assumptions
relating to the foregoing. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted or quantified. When
used in this Management's Discussion and Analysis of Financial Condition and
Results of Interim Operations, the words "estimates", "expects", "anticipates",
"believes", "plans", "intends" and variations of such words and similar
expressions are intended to identify forward-looking statements that involve
risks and uncertainties. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements. The factors that could cause actual results to
differ materially from those suggested by any such statements include, but are
not limited to, those discussed or identified from time to time in the Company's
public filings, including general economic and market conditions, changes in
domestic laws, regulations and taxes, changes in competition and pricing
environments, regional or general changes in asset valuation, the occurrence of
significant natural disasters, prevailing interest rate levels, the difficulty
in identifying hardware and software that may not be year 2000 compliant, the
lack of success of third parties to adequately address the year 2000 issue, and
changes in the composition of the Company's assets and liabilities through
acquisitions or divestitures. Undue reliance should not be placed on these
forward-looking statements, which are applicable only as of the date hereof. The
Company undertakes no obligation to revise or update these forward-looking
statements to reflect events or circumstances that arise after the date of this
Management's Discussion and Analysis of Financial Condition and Results of
Interim Operations or to reflect the occurrence of unanticipated events.
10
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
11
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOMEFED CORPORATION
/s/ Corinne A. Maki
---------------------------------------------------
CORINNE A. MAKI, Treasurer
(Authorized Signatory and Principal Financial and
Accounting Officer)
Date: August 16, 1999
12
INDEX TO EXHIBITS
Exhibits
- --------
27 Financial Data Schedule.
13