SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number 1-10153
HOMEFED CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0304982
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
529 East South Temple, Salt Lake City, Utah 84102
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(Address of principal executive offices) (Zip Code)
(801) 521-1066
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(Registrant's telephone number, including area code)
N/A
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(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 [ ] No [X]
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 May 10, 1996,
there were 10,000,000 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
March 31, 1996 and December 31, 1995
(Amounts in thousands, except par value)
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March 31, December 31,
1996 1995
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(Unaudited)
ASSETS
Land and real estate held for development $ 21,584 $ 22,069
Cash and cash equivalents 1,860 2,373
Restricted cash 1,098 1,105
Investments 83 83
Deposits and other assets 1,160 1,221
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TOTAL $ 25,785 $ 26,851
========= =========
LIABILITIES
Notes payable $ 27,220 $ 27,122
Accounts payable and accrued liabilities 509 594
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Total liabilities 27,729 27,716
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STOCKHOLDERS' DEFICIT
Common Stock, $.01 par value;
100,000,000 shares authorized;
10,000,000 shares outstanding 100 100
Additional paid-in-capital 339,904 339,904
Accumulated deficit (341,948) (340,869)
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Total stockholders' deficit (1,944) (865)
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TOTAL $ 25,785 $ 26,851
========= =========
See notes to interim consolidated financial statements.
2
HomeFed Corporation and Subsidiaries
Consolidated Statements of Operations
For the three months ended March 31, 1996 and 1995
(Amounts in thousands, except per share amounts)
(Unaudited)
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1996 1995
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Sales of residential properties $ 1,347 $ 2,082
Cost of sales 1,367 1,968
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Gross profit (loss) (20) 114
Interest expense 763 -
General and administrative expenses 322 328
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Loss from operations (1,105) (214)
Other income - net 55 14
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Loss before reorganization items (1,050) (200)
Reorganization items:
Professional fees - 88
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Loss before income taxes (1,050) (288)
Income tax expense (29) (2)
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Net loss $ (1,079) $ (290)
========== ========
Primary loss per common share: $ (0.11) $ (0.03)
========= ========
Fully diluted loss per common share: $ (0.11) $ (0.03)
========= ========
See notes to interim consolidated financial statements.
3
HomeFed Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Deficit
For the three months ended March 31, 1996 and 1995
(Amounts in thousands)
(Unaudited)
____________________________________________
Common
Shares Additional Total
$.01 Par Paid-In Accumulated Stockholders'
Value Capital Deficit Deficit
--------- ---------- ----------- ------------
Balance, January 1, 1995 $215 $338,529 $(445,589) $(106,845)
Net loss (290) (290)
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Balance, March 31, 1995 $215 $338,529 $(445,879) $(107,135)
==== ======== ========= =========
Balance, January 1, 1996 $100 $339,904 $(340,869) $ (865)
Net loss (1,079) (1,079)
---- -------- --------- ---------
Balance, March 31, 1996 $100 $339,904 $(341,948) $ (1,944)
==== ======== ========= =========
See notes to interim consolidated financial statements.
4
HomeFed Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the three months ended March 31, 1996 and 1995
(Amounts in thousands)
(Unaudited)
____________________________________________
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,079) $ (290)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Accrued interest added to principal 746 43
Changes in operating assets and liabilities:
Land and real estate held for development 485 (1,021)
Deposits and other assets 61 85
Accounts payable and accrued liabilities (85) 413
Decrease (increase) in restricted cash 7 (4)
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Net cash provided by (used in) operating activities 135 (774)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to notes payable 632 1,161
Repayments of notes payable (1,280) (48)
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Net cash provided by (used in) financing activities (648) 1,113
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Net increase (decrease) in cash (513) 339
Cash and cash equivalents, beginning of period 2,373 1,085
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Cash and cash equivalents, end of period $ 1,860 $ 1,424
======= =======
See notes to interim consolidated financial statements.
5
HOMEFED CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies. The unaudited
interim consolidated financial statements, which reflect all
adjustments (consisting only of normal recurring items) that
management believes necessary to present fairly results of
interim operations, should be read in conjunction with the
Notes to Consolidated Financial Statements (including the
Summary of Significant Accounting Policies) included in the
audited consolidated financial statements for HomeFed
Corporation ("HomeFed" or the "Company") for the year ended
December 31, 1995, which are included in the Company's Annual
Report on Form 10-K for such year (the "1995 10-K"). Results
of operations for interim periods are not necessarily
indicative of annual results of operations. The consolidated
balance sheet at December 31, 1995 was extracted from the
Company's audited consolidated financial statements in the 1995
10-K, and does not include all disclosures required by
generally accepted accounting principles for annual financial
statements.
2. Chapter 11 Bankruptcy and Plan of Reorganization. On July 3,
1995, the Company emerged from Chapter 11 Bankruptcy protection
pursuant to its court approved plan of reorganization (the
"Plan"). The Plan was principally funded by a $20,000,000
convertible note (the "Convertible Note") issued to Leucadia
Financial Corporation ("LFC"), an indirect wholly-owned
subsidiary of Leucadia National Corporation, and by LFC's
purchase of 2,700,000 newly issued $.01 par value common shares
("Common Stock") of the Company for $810,000.
As part of the Plan, the Company settled pending litigation
with the Resolution Trust Company (the "RTC") in its capacity
as receiver and conservator of HomeFed Bank, F.S.B. ("HomeFed
Bank"), a former subsidiary of the Company. Under the RTC
settlement, the Company paid the RTC $3,100,000 and the Company
received a receivership certificate from the RTC which was
redeemed by the RTC for $1,402,000. In addition, the RTC
settlement provides that the Company is entitled to receive
$850,000 from any tax refunds received by the RTC relating to
HomeFed Bank for years prior to 1992. The Company has not
recorded an asset related to such tax refunds and no assurances
can be given that any such tax refunds will actually be
received.
Also under the Plan, general unsecured creditors, principally
the holders of the Company's convertible subordinated
debentures, received a pro rata share of (i) $16,900,000, (ii)
the Company's rights to the RTC tax refund relating to HomeFed
Bank and the $1,402,000 receivership certificate proceeds,
(iii) 1,500,000 shares of Common Stock valued by the Bankruptcy
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Court at $.30 per share, and (iv) an interest in the litigation
trust described below.
The Plan also provided for the issuance of 5,800,000 new shares
of Common Stock to the pre-effective date stockholders of the
Company and the old shares of common stock (approximately
21,484,000 shares) were canceled. As a result of shares
received as a general unsecured creditor and shares purchased
as described above, LFC owns approximately 41.2% of the
Company's Common Stock, without giving effect to the Common
Stock that LFC may acquire in the future pursuant to the terms
of the Convertible Note.
The Company's Restated Certificate of Incorporation contains
certain transfer restrictions with respect to the Company's
stock. Generally, such provisions restrict a person's ability
to accumulate 5% or more of the Company's Common Stock, as well
as the ability of a 5% stockholder to acquire additional shares
of Common Stock, in each case, after giving effect to numerous
rules of attribution, aggregation and calculation. In addition,
pursuant to the Plan, the Company is prohibited from issuing
additional shares of stock until July 3, 1999. The Company's
Restated Certificate of Incorporation further prohibits the
Company from issuing or redeeming any shares of stock as long
as the Convertible Note is outstanding. None of the foregoing
restrictions will prevent LFC's exchange of the Convertible
Note for Common Stock.
Certain pending claims are being prosecuted by a litigation
trust created for the benefit of the Company's creditors under
the Plan. Pursuant to the Plan, the Company loaned $250,000 to
the trust in order to pay litigation costs. The loan will be
repaid with interest in 1996, but the Company will not
otherwise receive any benefits from the trust. This loan is
included in other assets in the consolidated balance sheets.
3. Earnings Per Share. Primary loss per share of Common Stock for
all periods presented was calculated by dividing net loss by
the 10,000,000 shares of Common Stock issued on July 3, 1995.
Primary loss per share calculations based upon the pre-
effective date outstanding shares are not meaningful.
Fully diluted loss per share of Common Stock was calculated as
described above and, for the period ended March 31, 1996,
conversion of the Convertible Note was not assumed since the
effect of such assumed conversion would have been to decrease
loss per share. The number of shares used to calculate fully
diluted loss per share was 10,000,000 for each of the three-
month periods ended March 31, 1996 and 1995.
4. Related Party Transactions. Notes payable consist primarily of
the Convertible Note issued to LFC and a note issued to LFC as
part of LFC's agreement to provide construction financing to
the Company, as described below. The Convertible Note bears
interest at 12% per annum payable quarterly; however, interest
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is only paid if the Company has sufficient funds available, as
determined pursuant to the provisions of the loan agreement.
Unpaid interest is added to the principal balance each quarter.
Interest accrued during the period ended March 31, 1996 of
$634,000 was not paid and was added to the principal balance as
of March 31, 1996.
The construction financing bears interest based on the prime
rate, and any unpaid interest is added to the principal balance
at the end of each month. The interest rate at March 31, 1996
was 9.5%. Interest accrued during the period ended March 31,
1996 on the construction financing totaled $138,000, of which
$26,000 was paid to LFC and $112,000 was added to the principal
balance during such period. Payments of principal and interest
on the loans are payable on demand, and if payments are not
made upon demand, the applicable interest rate is increased by
3% per annum. A payment equal to 110% of the construction cost
of the property being released is required in order to release
property from the construction financing lien. As of March 31,
1996, the balance of the construction financing loan was
$5,253,000.
LFC has provided certain administrative services to the Company
for a fee of $38,000 for the three-month period ended March 31,
1996. Pursuant to an Administrative Services Agreement dated
March 1, 1996 (the "Administrative Services Agreement"), LFC
has agreed to continue to provide administrative services to
the Company for an annual fee of $141,000, payable in monthly
installments, through March 1, 1997. After March 1, 1997, the
Administrative Services Agreement provides that LFC and the
Company will negotiate in good faith to determine the
compensation to be paid to LFC under the Administrative
Services Agreement for subsequent periods. The Administrative
Services Agreement will terminate on March 1, 1999; provided,
however, that LFC may terminate the Administrative Services
Agreement prior to March 1, 1999, upon 30 days' written notice,
if the Company and LFC are unable to reach an agreement
regarding the compensation to be paid to LFC for periods after
March 1, 1997.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- - ------- -------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
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The purpose of this section is to discuss and analyze the
Company's consolidated financial condition, liquidity and capital
resources and results of operations. This analysis should be read
in conjunction with the Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the
Company's 1995 10-K.
General
The Company is a holding company primarily engaged in the
investment in and development of residential real estate projects
in Northern California, through its wholly-owned subsidiaries
HomeFed Communities, Inc. and HomeFed Resources Corporation. The
Company's subsidiaries enter into contracts with local builders and
developers to provide construction, marketing and management
services.
Liquidity and Capital Resources
For the three-month period ended March 31, 1996, net cash was
provided by operating activities, principally from sales of real
estate. For the three-month period ended March 31, 1995, net cash
was used by operating activities, principally for real estate
development projects and to pay reorganization expenses. The
Company is a holding company whose principal source of funds is
dividends or borrowings from its subsidiaries. As a result, the
Company is dependent upon the cash flow, if any, from the real
estate development projects of its subsidiaries in order to pay its
expenses. While the Company expects such cash flows will be
sufficient to cover overhead expenses, it is not expected to be
sufficient to permit debt service payments on the Convertible Note
for the foreseeable future. As more fully described in the 1995
10-K, no principal payments are due on the Convertible Note until
July 1998 and accrued interest is only required to be paid under
certain conditions. Any unpaid interest is added to the principal
balance of the note on a quarterly basis.
LFC has agreed to provide up to an aggregate of $15,000,000 of
construction financing to certain of the Company's subsidiaries and
their affiliates while the Convertible Note is outstanding. The
construction financing is collateralized by certain assets of the
Company's subsidiaries or their affiliates, including real estate
under development. To facilitate the sale of property to home
buyers, LFC has agreed to release property from the construction
financing lien when it receives 110% of the assigned cost of
construction as a payment towards the outstanding loan. The
construction financing bears interest based upon the prime rate,
and any unpaid interest is added to the principal balance at the
end of each month. As of March 31, 1996, the outstanding balance
on this loan was approximately $5,253,000. The Company believes
that the construction financing provided by LFC will be adequate to
complete its current development plans. Any additional financing
9
required from a lender other than LFC cannot be collateralized by
any of the Company's assets without LFC's consent. Accordingly,
the Company may be unable to obtain additional financing from
sources other than LFC.
Results of Operations
Sales of real estate properties decreased in the 1996 period as
compared to the 1995 period due to reduced sales of new home
inventory. The higher sales in the 1995 period were primarily the
result of a sales program to complete and sell all remaining homes
at the Company's Carson Creek Project in 1995. Sales in the 1996
period primarily consist of sales of trade homes.
The decrease of cost of sales in the 1996 period as compared to
the 1995 period reflects the reduced level of sales. Gross profit
percentages reflect the mix of homes sold.
Interest expense for the 1996 period reflects the interest due
on the Convertible Note to LFC of approximately $634,000, which was
not paid and was added to the principal balance of the note as
stipulated under the note agreement. Interest expense for the 1996
period also includes interest due on the construction financing
loan of $126,000 relating to substantially completed homes in
inventory. An additional $12,000 of interest on the construction
financing loan relating to homes under construction was capitalized
for the 1996 period. All interest on the construction loan was
capitalized for the 1995 period.
Income tax expense for all periods presented principally
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.
10
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
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(a) The following exhibits are filed with this report.
10.1 Administrative Services Agreement, dated as of March 1,
1996, between Leucadia Financial Corporation, HomeFed
Corporation, HomeFed Resources Corporation and HomeFed
Communities, Inc.
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for
which this report is filed.
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
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CORINNE A. MAKI, Treasurer
(Authorized Signatory and
Principal Financial and
Accounting Officer)
Date: May 10, 1996
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INDEX TO EXHIBITS
Exhibits
10.1 Administrative Services Agreement, dated as of March 1,
1996, between Leucadia Financial Corporation, HomeFed
Corporation, HomeFed Resources Corporation and HomeFed
Communities, Inc.
27 Financial Data Schedule.
13