<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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 1-7585
THE NEWHALL LAND AND FARMING COMPANY
(A CALIFORNIA LIMITED PARTNERSHIP)
(Exact name of Registrant as specified in its charter)
California 95-3931727
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23823 Valencia Boulevard, Valencia, CA 91355
(Address of principal executive offices) (Zip Code)
(661) 255-4000
(Registrant's telephone number, including area code)
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 __
At March 31, 2000, 28,323,088 partnership units were outstanding.
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
IN THOUSANDS, EXCEPT PER UNIT March 31,
- ----------------------------------- --------------------
2000 1999
-------- --------
<S> <C> <C>
REVENUES
Real estate
Residential home and land sales $ 8,388 $ 4,300
Industrial and commercial sales 2,585 19,986
Commercial operations
Income-producing properties 14,327 11,307
Valencia Water Company 2,411 2,238
-------- --------
27,711 37,831
-------- --------
Agriculture
Operations 653 485
Ranch sales -- 3,957
-------- --------
653 4,442
-------- --------
Total revenues $ 28,364 $ 42,273
======== ========
CONTRIBUTION TO INCOME
Real estate
Residential home and land sales $ 2,778 ($ 207)
Industrial and commercial sales 199 8,407
Community development (2,020) (2,021)
Commercial operations
Income-producing properties 6,897 3,748
Valencia Water Company 599 401
-------- --------
8,453 10,328
-------- --------
Agriculture
Operations 407 180
Ranch sales -- 2,847
-------- --------
407 3,027
-------- --------
Operating income 8,860 13,355
General and administrative expense (2,243) (2,652)
Interest and other, net (3,420) (2,420)
-------- --------
Net income $ 3,197 $ 8,283
======== ========
Net income per unit $ 0.11 $ 0.26
======== ========
Net income per unit - diluted $ 0.11 $ 0.25
======== ========
Number of units used in computing per unit amounts:
Net income per unit 28,944 32,448
Net income per unit - diluted 29,313 32,752
Cash distributions per unit:
Regular $ 0.10 $ 0.10
Special 0.35 0.22
</TABLE>
2
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
IN THOUSANDS 2000 1999
- ---------------------------------------------- -------- --------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 5,043 $ 1,624
Accounts and notes receivable 50,993 61,567
Land under development 49,081 39,401
Land held for future development 28,570 28,570
Income-producing properties held for sale, net 154,075 149,433
Income-producing properties, net 131,470 131,627
Property and equipment, net 62,501 61,318
Investment in joint ventures 16,877 16,682
Other assets and deferred charges 15,137 14,602
-------- --------
$513,747 $504,824
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 25,806 $ 24,244
Accrued expenses 45,533 46,329
Deferred revenues 15,830 21,227
Mortgage and other debt 280,993 222,825
Advances and contributions from developers for
utility construction 28,611 25,690
Other liabilities 25,355 24,784
-------- --------
Total liabilities 422,128 365,099
Partners' capital
28,323 units outstanding, excluding 8,449 units
in treasury (cost-$195,651), at March 31,
2000 and 29,668 units outstanding, excluding
7,104 units in treasury (cost-$157,394), at
December 31, 1999 91,619 139,725
-------- --------
$513,747 $504,824
======== ========
</TABLE>
3
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
IN THOUSANDS March 31,
- ------------------------------------------------------------------------ --------------------
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,197 $ 8,283
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 2,510 3,133
Increase in land under development (16,121) (16,425)
Cost of sales and other inventory changes 6,441 9,546
Decrease (increase) in accounts and notes receivable 10,574 (12,311)
Decrease in accounts payable, accrued
expenses and deferred revenues (4,631) (574)
Cost of property sold 55 3,782
Other adjustments, net 5 267
-------- --------
Net cash provided by (used in) operating activities 2,030 (4,299)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Development of income-producing properties (6,159) (14,044)
Purchase of property and equipment (2,043) (3,644)
(Investment in) distribution from joint venture (195) 18
-------- --------
Net cash used in investing activities (8,397) (17,670)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid (13,046) (10,459)
Increase in mortgage and other debt 58,168 43,114
Increase in advances and contributions from
developers for utility construction 2,921 1,032
Purchase of partnership units (39,305) (12,909)
Issuance of partnership units 1,048 565
Other -- (870)
-------- --------
Net cash provided by financing activities 9,786 20,473
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,419 (1,496)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,624 2,188
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,043 $ 692
======== ========
</TABLE>
4
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1. ACCOUNTING POLICIES
The consolidated financial statements include the accounts of The Newhall Land
and Farming Company and its subsidiaries, all of which are wholly-owned
(collectively, "the Company"). All significant intercompany balances and
transactions are eliminated.
The Company's unaudited interim financial statements have been prepared in
conformity with generally accepted accounting principles used in the preparation
of the Company's annual financial statements. In the opinion of the Company, all
adjustments necessary for a fair statement of the results of operations for the
three months ended March 31, 2000 and 1999 have been made. The interim
statements are condensed and do not include some of the information necessary
for a more complete understanding of the financial data. Accordingly, your
attention is directed to the footnote disclosures found on pages 24 through 32
of the December 31, 1999 Annual Report to Partners and particularly to Note 2
therein which includes a summary of significant accounting policies. Certain
reclassifications have been made to prior periods' amounts to conform to the
current period presentation.
Interim financial information for the Company has substantial limitations as an
indicator for the calendar year because:
- - Land sales occur irregularly and are recognized at the close of escrow or
on the percentage of completion basis if the Company has an obligation to
complete certain future improvements and provided profit recognition
criteria are met.
- - Sales of income properties and non-developable farmland occur irregularly
and are recognized upon close of escrow provided profit recognition
criteria are met.
- - Agricultural crops are on an annual cycle and income is recognized upon
harvest. Most major crops are harvested during the fall and winter.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NOTE 2. DETAILS OF LAND UNDER DEVELOPMENT
March 31, December 31,
(IN $000) 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Valencia
Residential development $ 7,747 $ 4,532
Industrial and commercial land development 40,599 34,524
Agriculture 735 345
- ---------------------------------------------------------------------------------------------------------------------------
Total land under development $ 49,081 $ 39,401
----------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Note 3. Details for Earnings per Unit Calculation
Income Units Per Unit
(in 000's except per unit) (numerator) (denominator)
- ---------------------------------------------------------------------------------------------------------------------------
For three months ended March 31, 2000
Net income per unit
Net income available to unitholders $3,197 28,944 $0.11
Effect of dilutive securities
Unit options - 369 -
- ---------------------------------------------------------------------------------------------------------------------------
Net income per unit - diluted $3,197 29,313 $0.11
----------------------------------------------------
For three months ended March 31, 1999
Net income per unit
Net income available to unitholders $8,283 32,448 $0.26
Effect of dilutive securities
Unit options - 304 (.01)
- ---------------------------------------------------------------------------------------------------------------------------
Net income per unit - diluted $8,283 32,752 $0.25
----------------------------------------------------
</TABLE>
5
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
NOTE 4. DETAILS OF INCOME-PRODUCING PROPERTIES, INCOME PRODUCING PROPERTIES HELD FOR SALE
AND PROPERTY AND EQUIPMENT
March 31, December 31,
(IN $000) 2000 1999
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Income-producing properties
Land $ 21,399 $ 21,399
Buildings 112,552 112,304
Other 14,500 14,498
Properties under development 10,138 8,904
--------------------------------------------------------------------------------------------------------------------
158,589 157,105
Accumulated depreciation (27,119) (25,478)
--------------------------------------------------------------------------------------------------------------------
$131,470 $131,627
-------------------------------------------------
Income-Producing Properties Held for Sale
Retail $120,067 $115,462
Office 36,550 36,545
Other 19,889 19,857
-------------------------------------------------------------------------------------------------------------------
176,506 171,864
Accumulated depreciation (22,431) (22,431)
--------------------------------------------------------------------------------------------------------------------
$154,075 $149,433
-------------------------------------------------
Property and equipment
Land $ 3,759 $ 3,759
Buildings 5,343 5,343
Equipment 9,311 9,311
Water supply systems, orchards and other 75,716 73,635
Construction in progress 4,839 5,111
--------------------------------------------------------------------------------------------------------------------
98,968 97,159
Accumulated depreciation (36,467) (35,841)
--------------------------------------------------------------------------------------------------------------------
$62,501 $61,318
-------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 5. BUSINESS SEGMENT REPORTING
The following table provides financial information regarding revenues from
external customers, income and total assets for the Company's business segments
and also provides a reconciliation to the Company's consolidated totals:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000
----------------------------------
Contribution
(In $000'S) Revenues to Income Assets
- ------------------------------------------------------------------
<S> <C> <C> <C>
Real Estate
Residential $ 8,388 $ 2,796 $ 32,241
Industrial and commercial 2,585 231 123,784
Community development -- (1,994) 21,413
Income-producing properties 14,327 6,903 252,516
Valencia Water Company 2,411 607 61,459
Agriculture 653 411 8,904
Central administration -- (2,137) 13,430
----------------------------------
28,364 6,817 513,747
Interest and other, net -- (3,420) --
Other -- (200) --
----------------------------------
$ 28,364 $ 3,197 $ 513,747
==================================
</TABLE>
6
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NOTE 5. CONTINUED
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
----------------------------------
Contribution
(In $000'S) Revenues to Income Assets
- ------------------------------------------------------------------
<S> <C> <C> <C>
Real Estate
Residential $ 4,300 $ (147) $ 19,492
Industrial and commercial 19,986 8,477 76,118
Community development -- (1,966) 18,369
Income-producing properties 11,307 3,763 262,192
Valencia Water Company 2,238 426 57,316
Agriculture 4,442 3,047 19,798
Central administration -- (2,397) 7,629
----------------------------------
42,273 11,203 460,914
Interest and other, net -- (2,420) --
Other -- (500) --
----------------------------------
$ 42,273 $ 8,283 $ 460,914
==================================
- -------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Comparison of First Quarter of 2000 to First Quarter of 1999
- -------------------------------------------------------------
UNAUDITED
The amounts of increase or decrease in revenues and income from the prior year
first quarter are as follows (in 000s, except per unit):
<TABLE>
<CAPTION>
Three months
-----------------------
Increase (Decrease)
-----------------------
Amount %
-------- -----
<S> <C> <C>
REVENUES
Real Estate
Residential home and land sales $ 4,088 95%
Industrial and commercial sales (17,401) -87%
Commercial operations
Income-producing properties 3,020 27%
Valencia Water Company 173 8%
-------- -----
Agriculture (10,120) -27%
Operations 168 35%
Ranch sales (3,957) -100%
-------- -----
Total revenues $(13,909) -33%
======== =====
CONTRIBUTION TO INCOME
Real Estate
Residential home and land sales 2,985 1442%
Industrial and commercial sales (8,208) -98%
Community development 1 0%
Commercial operations
Income-producing properties 3,149 84%
Valencia Water Company 198 49%
-------- -----
(1,875) -18%
Agriculture
Operations 227 126%
Ranch sales (2,847) -100%
-------- -----
Operating income (4,495) -34%
General and administrative expense 409 15%
Interest and other, net (1,000) -41%
-------- -----
Net income $ (5,086) -61%
======== =====
Net income per unit $ (0.15) -58%
======== =====
Net income per unit - diluted $ (0.14) -56%
======== =====
Number of units used in computing per unit amounts:
Net income per unit (3,504) -11%
======== =====
Net income per unit - diluted (3,439) -11%
======== =====
</TABLE>
8
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The increases and decreases in revenues and income for the three months are
attributable to the following:
For the three months ended March 31, 2000, revenues totaled $28.4 million and
income totaled $3.2 million compared with revenues of $42.3 million and income
of $8.3 million for the first quarter of 1999. The major contributor to the
decrease in first quarter revenues and income was the sale of Cowell Ranch,
which contributed $10.0 million to revenues and $8.2 million to income in the
first quarter of 1999.
RESIDENTIAL HOME AND LAND SALES
Demand for new homes in Valencia continued to exceed the supply as the low new
home inventory continued to restrict merchant builder home sales. However, the
number of new home product lines is expected to more than double over the next
two quarters. During the first quarter of 2000, merchant builders sold 86 homes
compared to the prior year first quarter when 122 Valencia homes were sold, 90
by merchant builders and 32 by the Company's joint venture partners. The Company
completed its remaining Valencia homebuilding joint venture in 1999 and now is
concentrating its efforts on lot sales to merchant builders. While the Company
does not participate directly in profits generated from escrow closings by
merchant builders, the absorption of these previously sold lots is key to
Company's future success in selling additional lots.
In the 2000 first quarter, 130 lots in Valencia for attached homes closed escrow
in Bridgeport, the Company's newest "lifestyle village" centered around a
15-acre lake. The sale added $4.2 million to revenues and $1.9 million to
income. In addition, $4.1 million in revenues and $1.9 million in income were
recognized from previous lot sales in Bridgeport under percentage of completion
accounting. At March 31, 2000, the remaining 76 residential lots for detached
homes in Bridgeport were in escrow for $7.8 million and closed escrow early in
the second quarter. No other residential lots were in escrow at March 31, 2000.
During the first quarter of 1999, no lot sales closed escrow and a net loss of
$207,000 was recorded for the residential division after deducting operating
expenses. The 1999 first quarter also included 26 escrow closings at Cheyenne,
the Company's joint-venture homebuilding project with EPAC, which added $4.2
million to revenues and $.3 million to income. At March 31, 1999, 273 lots in
Bridgeport were in escrow.
The Company is working with its joint-venture partner, Kaufman and Broad of
Southern California, on the business plan for City Ranch, a 1,900-acre
development in Palmdale, California. The Company has a 50.1% interest in the
joint venture and is managing the project. Current plans provide for tract maps
to be submitted later this year with the first lot sales to merchant builders
now planned for 2001. When completed, this master-planned community is expected
to have approximately 4,200 single-family homes, 300 apartment units, 260,000
square feet of commercial development and several hundred acres of open space.
The project will offer homes for the entry and move-up level buyer in an
expanding housing market.
INDUSTRIAL AND COMMERCIAL SALES
During the first three months of 2000, no industrial or commercial land sales
closed escrow. At March 31, 2000, four industrial parcels totaling 8.4 acres
were in escrow for $5.3 million and six commercial parcels totaling 42.8 acres
were in escrow for $25.6 million with closings scheduled in the second and third
quarters. All escrow closings are subject to market and other conditions.
Industrial building activity continued at record levels in the first quarter of
2000 following the high level of land sales in previous years and record
absorption in 1999. As a result of the availability of new space, the vacancy
rate in Valencia's two industrial parks is 5.8%, slightly above the average for
Los Angeles, but still at historically low levels. The Company has approximately
400 net entitled acres of industrial land remaining in Valencia and a goal of
absorbing 50 to 75 acres per year to buildout, as few large land parcels are
available in Los Angeles County. In addition, planning continues for mixed-use
development on 500 acres west of Interstate 5, surrounding Six Flags Magic
Mountain amusement park.
In the 1999 first quarter, escrows closed on four industrial parcels in Valencia
Commerce Center. Sales of these parcels, totaling 15.1 acres, contributed $6.9
million to revenues and $1.0 million to income. Also during the 1999
9
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
first quarter, escrow closed on the Company's last remaining large parcel at the
Cowell Ranch in northern California. The sale contributed $8.2 million to income
in the first quarter of 1999. At March 31, 1999, five industrial parcels
totaling 16.5 acres for $13.9 million, including a 110,000-square-foot
build-to-suit on 5.2 acres, and five commercial parcels totaling 41.5 acres for
$38.4 million were in escrow. The commercial escrows included a 32.8-acre
apartments site in South River adjacent to Valencia Town Center for $31.8
million.
COMMUNITY DEVELOPMENT
The Company's community development activities are focused on securing the
necessary entitlements as well as an intensified strategic marketing program to
support the buildout of Valencia's residential land by 2005 and begin the
development of Newhall Ranch, a new town on the Company's 12,000 acres west of
Valencia. The Company's ability to achieve its goals and increase the pace of
development is contingent upon obtaining the necessary entitlements from the
County of Los Angeles and the City of Santa Clarita.
Lawsuits filed in connection with Newhall Ranch were heard in court on March 2
and 3, 2000. No decision has been rendered to date. These lawsuits, which
challenge the Environmental Impact Report, were filed under the California
Environmental Quality Act. The Company is confident that the Environmental
Impact Report has been well documented, however, the results of these types of
legal challenges are difficult to predict. An adverse decision may delay the
development of the community and may affect project plans and expenses.
Development plans continue for Valencia Westridge, the Company's 1,700-home golf
course community just west of Interstate 5. This project will feature executive
homes surrounding a Tournament Players Club championship golf course, designed
to serve as the site for an annual PGA TOUR-sanctioned golf tournament. The
Company expects to start development later this year following grading approval,
with the first lot sales planned in 2001.
Lawsuits concerning Valencia Westridge, originally scheduled to be heard in late
March, were heard in court on April 25. On May 2, 2000, the petition for Writ of
Mandate alleging violations of the Los Angeles County General Plan, the County
Development Monitoring System and the California Environmental Quality Act was
denied.
In March 2000, the City of Santa Clarita approved the annexation of 136 acres
and granted tentative approval for 1,900 homes in the Decoro South, Creekside
and East Creek areas northwest of Valencia Northbridge. Final city approval was
received in April 2000 and the Company plans to market 700 lots later this year.
Another 2,545 lots in Valencia received tentative approval from the Los Angeles
County Regional Planning Commission with final approval from the Los Angeles
County Board of Supervisors expected later this year.
The Company continues to work on plans for a new community with the City of
Broomfield, Colorado, where it has an option on 1,700 acres located between
Denver and Boulder. Plans call for approximately 3,000 homes and 215 acres of
office and commercial development. Entitlements for the project are expected
later this year, with development planned to start in 2001, and the first lot
sales in 2002.
Community development expenses for the first quarter of 2000 were approximately
the same as the first quarter of 1999. With the continued focus on obtaining
entitlements and strategic marketing as well as litigation costs relating to
Newhall Ranch and Valencia Westridge, community development expenses for the
year are expected to remain at about the same level as in 1999.
INCOME-PRODUCING PROPERTIES
As announced in September 1999, the sale of a portion of the Company's income
portfolio is planned this year to accommodate the repurchase of 6.3 million
units. Plans call for over $200 million to be generated from the sale of eleven
properties before necessary debt reductions. With property values near record
highs, the Company is working with three major real estate brokerage firms and
has targeted sales opportunities in three principal categories - retail, office
and other properties. The Company is experiencing strong interest in the
properties and it appears that sales prices will be consistent with targets
established at the beginning of the year. Currently, buyers have been identified
for two retail properties in the portfolio, Castaic Shopping Center and Plaza
del
10
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Rancho. The Company expects these properties will enter escrow shortly and
anticipates them to close this summer.
The Company's commercial portfolio benefited from the addition of
income-producing properties during the past year, particularly along Town Center
Drive in Valencia Town Center. With new properties open and occupancy rates up,
the commercial portfolio's revenues and income increased 27% and 84%,
respectively, in the first quarter of 2000 over the year earlier quarter.
Approximately 40% of the increase in income in the 2000 first quarter is
attributable to the suspension of depreciation of properties held for sale. For
the full year, income from the commercial portfolio is expected to increase
temporarily also due to the cessation of depreciation of properties held for
sale.
Demand for space is strong in Valencia Town Center. BJ's Chicago Pizza and
Brewery, a leading regional eatery, recently opened in the 16,000-square-foot
expansion of the entertainment complex. The 394,000 square feet of retail and
office space along Town Center Drive is 87% leased with leases on an additional
5% out for signatures.
Office space in the Company's three-story office building on Town Center Drive,
the six-story Princess Cruises building on Town Center Drive and the Bank of
America building adjacent to the Company's headquarters are all 100% leased.
Construction of the two additional buildings for Princess Cruises totaling
208,000 square feet is on schedule and delivery to Princess Cruises for tenant
improvements is expected this fall with occupancy planned in early 2001. All
five of these office buildings are targeted for sale in 2000.
The Hyatt Valencia Hotel posted improved performance for the first quarter of
2000 compared to the same period last year. The Hilton Garden Inn and the Hyatt
Valencia had an average occupancy of 60% for the three months ended March 31,
2000 compared to 50% for the same period in 1999.
The portfolio's shopping centers all enjoy high occupancy rates. NorthPark
Village Square, Castaic Shopping Center and Plaza del Rancho are all 100%
leased. Valencia Town Center regional mall continues at 98% leased including
short-term tenants. Castaic Shopping Center, Plaza del Rancho and Valencia Town
Center, including Town Center Drive and the entertainment complex, are included
in the properties identified for sale in 2000.
Occupancy rates at the Company's three established apartment complexes averaged
95% at the end of the 2000 first quarter. Montecito, a 210-unit, high-end
apartment complex which opened in Valencia Town Center in 1999, was 80% leased
as of April 20, 2000 and commands the highest rents in the Santa Clarita Valley.
The complex includes 12 townhomes which, along with many of the units, overlook
Valencia Country Club. Demand for apartments continues to be strong as new jobs
are being created in Valencia.
VALENCIA WATER COMPANY
Valencia Water Company is a regulated public water utility and a wholly-owned
subsidiary of the Company. Revenues and income from Valencia Water Company for
the three months ended March 31, 2000 increased over the 1999 first quarter by
8% and 49%, respectively, as a result of drier weather and the continued
expansion of its customer base, which now exceeds 21,000 metered connections.
Profit margins benefited from increased operating efficiencies.
AGRICULTURAL OPERATIONS AND RANCH SALES
For the first quarter of 2000, revenues and income, including the Company's
energy operations, were ahead of the year earlier quarter by 35% and 126%,
respectively. The major contributor to the increases was energy operations,
where oil prices more than doubled from prices received during the first quarter
of 1999.
With the 1999 first quarter sale of the remaining portions of the Merced Ranch
and the fourth quarter sale of the Suey Ranch, agriculture operations are now
concentrated on the 14,000-acre New Columbia Ranch, which is 74% leased to
tenant farmers, and the 1,000-acre Newhall Orchard in Ventura County, where
oranges and lemons remain as the major crops. Most of the remaining 15,000 acres
owned in Ventura County is leased for cattle
11
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
grazing. Income from agricultural operations is expected to decrease
substantially in 2000 due to the previously mentioned ranch sales.
GENERAL AND ADMINISTRATIVE EXPENSE
For the first quarter of 2000, general and administrative expenses decreased 15%
from the comparable prior year period. The major contributors to the decrease
are lower expenses for land acquisition activities and accrued incentive
compensation based on lower earnings in the 2000 first quarter. For all of 2000,
general and administrative expenses are expected to decrease about 15% from 1999
levels.
INTEREST AND OTHER
A 41% increase in net interest expense from the comparable 1999 quarter is
primarily due to the Company utilizing existing debt capacity to fund unit
repurchases. The increase was partially offset by higher interest income from
land sale notes. A portion of the sales proceeds from income properties held for
sale will be used to pay down debt, however, escrow closings on most of the
properties are not expected to occur until the second half of 2000. Interest
expense in 2000 for the total year is expected to be substantially higher than
in the previous year due the above mentioned factors.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had cash and cash equivalents of $5.0 million and
$22.3 million available under bank lines, net of $14.9 million in letters of
credit. Borrowings outstanding totaled $122.8 million against unsecured lines of
credit and $35 million against a revolving mortgage facility. In addition the
Company had fixed rate debt totaling $123.2 million. The Company believes it has
adequate sources of cash from operations and debt capacity to finance future
operations and, combined with anticipated land and property sales, to fund its
unit repurchases. At March 31, 2000, there was no debt against raw land or land
under development inventories in Valencia.
A $40 million revolving mortgage facility secured by Valencia Town Center, which
matured in December 1999, has been extended until May 22, 2000. The Company is
reviewing its alternatives regarding the facility.
As reported in September 1999, the Company developed a business strategy to
repurchase up to 6,384,446 units, including 884,446 units under a previous
authorization, equal to approximately 20% of the then outstanding units.
During the first quarter of 2000, a total of 1,406,421 partnership units was
repurchased for $39.3 million, or an average price of $27.95 per unit. From the
time the repurchase plan was announced through March 31, 2000, a total of
3,130,373 units, or 49% of the 6,384,446 units, were repurchased at an average
price of $26.05 per unit. A total of 3,254,073 units remained to be repurchased
at the end of the 2000 first quarter under the current authorization.
The Company plans to provide the cash to fund the unit repurchases and provide
the capital to continue ongoing planning and land development activities through
the use of existing debt capacity until the proposed land and income property
sales are completed during 2000. The Company has a gross cash generation plan of
over $200 million from income property sales, before necessary debt retirements
or special distributions. The Company also has an aggressive land sales program
for this year, capitalizing on the strong regional economy. Numerous factors
could affect the Company's ability to complete the repurchase program including,
but not limited to, changing market conditions, rising interest rates,
challenges to governmental approvals, and finding suitable buyers for certain
properties identified for sale.
There are no material commitments for capital expenditures other than the
Company's plans in the ordinary course of business to complete the development
of income properties under construction. The Company expects to expend
approximately $30 million in 2000 to complete construction on the two office
buildings which have been leased to Princess Cruises and to complete the
Valencia Entertainment Center expansion. In addition, over $40
12
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
million is expected to be invested in major roads and freeway improvements in
2000 to enable the Company to close additional land sales.
THE FOLLOWING DISCUSSION RELATES TO PRINCIPAL ITEMS IN THE CONSOLIDATED
STATEMENTS OF CASH FLOW:
OPERATING ACTIVITIES
Net cash provided by operating activities totaled $2.0 million for the 2000
first quarter and included the sale of 130 residential lots which generated $1.3
million in cash and a $3.7 million note which was paid early in the second
quarter. In addition, $13.7 million of notes in conjunction with land sales in
prior years were collected during the quarter. Expenditures for land under
development totaled $16.1 million and were primarily related to land preparation
and infrastructure to ready land for development or sale and agricultural crop
costs.
INVESTING ACTIVITIES
Expenditures for development of income-producing properties totaled $6.2 million
and were primarily for two office buildings under construction for Princess
Cruises and the Valencia Entertainment Center expansion. Purchase of property
and equipment was primarily for water utility construction.
FINANCING ACTIVITIES
A quarterly distribution totaling $13.0 million was paid in the 2000 first
quarter which consisted of a $.10 per unit quarterly distribution and a $.35 per
unit special distribution. Borrowings against lines of credit increased by $58.2
million during the quarter primarily due to the unit repurchase program. Units
repurchased during the quarter totaled 1,406,421 for $39.3 million or an average
price of $27.95 per unit.
LITIGATION
In late March 2000, a verdict in the approximate amount of $7.7 million was
rendered against the Company in a lawsuit brought by an insurance company and
the homeowners association of the Franciscan Hill condominium project alleging
construction defects that came to light in the Northridge earthquake in January
1994. Newhall Land is considering various legal alternatives, including an
appeal of the decision. The Company does not expect any ultimate adverse
decision to have a material impact on its earnings or financial condition based
on expected insurance recoveries and reserves.
INFLATION, RISKS AND RELATED FACTORS AFFECTING FORWARD-LOOKING INFORMATION
This report and other published reports by the Company contain forward-looking
statements regarding the status of proposed or pending sales and rental
activity, future planned development, plus the long-term growth goals of the
Company. The forward-looking statements made in this report are based, in part,
on present trends the Company is experiencing in residential, industrial and
commercial markets. The forward-looking statements may also involve unknown
risks, uncertainties and other factors that may cause the Company's actual
results and performance in future periods to be materially different from any
future results or performance suggested by the forward-looking statements in
this report. Such forward-looking statements speak only as of the date of this
report. The Company expressly disclaims any obligation to update or revise any
forward-looking statements found herein to reflect any changes in Company
expectations or results or any change in events. Also, the Company's success in
obtaining entitlements, governmental and environmental regulations, timing of
escrow closings and marketplace acceptance of its business strategies are among
the factors that could affect results. The following risks and related factors,
among others, should be taken into consideration in evaluating the future
prospects for the Company. Actual results may materially differ from those
predicted.
SALES OF REAL ESTATE: The majority of the Company's revenues is
generated by its real estate operations. The ability of the Company to
consummate sales of real estate is dependent on various factors including, but
not limited to, availability of financing to the buyer, regulatory and legal
issues and successful completion of the buyer's due diligence. The fact that a
real estate transaction has entered escrow does not necessarily mean that the
transaction will ultimately close. Therefore, the timing of sales may differ
from that anticipated by the Company. The inability to close sales as
anticipated could adversely impact the recognition of revenue in any specific
period.
13
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ECONOMIC CONDITIONS: Real estate development is significantly impacted
by general and local economic conditions which are beyond the control of the
Company. The Company's real estate operations are concentrated in Southern
California. The regional economy is profoundly affected by the entertainment,
technology, defense and certain other segments, which have been known to affect
the region's demographics. Consequently, all sectors of real estate development
for the Company tend to be cyclical. While the economy of Southern California is
currently robust, there can be no assurances that present trends will continue.
INFLATION: The Company believes it is well positioned against the effects of
inflation. Historically, during periods of inflation, the Company has been able
to increase selling prices of properties to offset rising costs of land
development and construction. Recently, land values have been increasing at a
faster rate than costs. However, there are no assurances that this trend will
continue. A portion of the commercial income portfolio is protected from
inflation since percentage rent clauses and Consumer Price Index increases in
the Company's leases tend to adjust rental receipts for inflation, while the
underlying value of commercial properties has tended to rise over the long term.
INTEREST RATES AND FINANCING: Fluctuations in interest rates and the
availability of financing have an important impact on the Company's performance.
Sales of the Company's properties could be adversely impacted by the inability
of buyers to obtain adequate financing. Further, the Company's real estate
development activities are dependent on the availability of adequate sources of
capital. Certain of the Company's credit facilities bear interest at variable
rates and would be negatively impacted by increasing interest rates.
COMPETITION: The sale and leasing of residential, industrial and commercial real
estate is highly competitive, with competition coming from numerous and varied
sources. The degree of competition is affected by such factors as the supply of
real estate available which is comparable to that sold and leased by the Company
and the level of demand for such real estate. The Company has experienced a
slight decrease in its new home sale market share at both the local and the
county level, due to the temporary decline in Valencia new home inventory. New
competition is expected to deliver competing projects in the future that could
impact the Company's ability to reverse this trend.
GEOGRAPHIC CONCENTRATION: The Company's real estate development activities are
focused on 21,500 acres in Los Angeles County. The Company's entire commercial
income portfolio is located in the Valencia area. Therefore, any factors
affecting that concentrated area, such as changes in the housing market,
economic changes and environmental factors, including seismic activity, which
cannot be predicted with certainty, could affect future results.
GOVERNMENT REGULATION AND ENTITLEMENT RISKS: In developing its projects, the
Company must obtain the approval of numerous governmental authorities regulating
such matters as permitted land uses, density and traffic, and the providing of
utility services such as electricity, water and waste disposal. In addition, the
Company is subject to a variety of federal, state and local laws and regulations
concerning protection of health and the environment. This government regulation
affects the types of projects which can be pursued by the Company and increases
the cost of development and ownership. The Company devotes substantial financial
and managerial resources to comply with these requirements. To varying degrees,
certain permits and approvals will be required to complete the developments
currently being undertaken, or planned by the Company. Furthermore, the timing,
cost and scope of planned projects may be subject to legal challenges,
particularly large projects with regional impacts. (See following "Litigation"
discussion.) In addition, the continued effectiveness of permits already granted
is subject to factors such as changes in policies, rules and regulations and
their interpretation and application. The ability to obtain necessary approvals
and permits for its projects can be beyond the Company's control and could
restrict or prevent development of otherwise desirable new properties. The
Company's results of operations in any period will be affected by the amount of
entitled properties the Company has in inventory.
LITIGATION: The land use approval processes the Company must follow to
ultimately develop its projects have become increasingly complex. Moreover, the
statutes, regulations and ordinances governing the approval processes provide
third parties the opportunity to challenge the proposed plans and approvals. As
a result, the prospect of, and actual, third-party challenges to planned real
estate developments have provided additional uncertainties in real estate
development planning and entitlements. Third-party challenges in the form of
litigation will, by its nature, adversely affect the length of time required to
obtain the necessary approvals. In addition, adverse decisions arising from any
litigation increase the costs and may adversely affect the designs, scope, plans
and profitability of a project.
14
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk primarily due to fluctuations in interest
rates. The Company utilizes both fixed rate and variable rate debt. At March 31,
2000, the Company had $157.8 million of variable debt with interest rates
ranging from 6.88% to 7.40% and $123.1 million of fixed rate debt with interest
rates ranging from 6.51% to 8.45%.
The table below presents principal cash flows and related weighted average
interest rates of the Company's long-term fixed rate and variable rate debt at
March 31, 2000 by expected maturity dates:
<TABLE>
<CAPTION>
Expected Maturity Date
-------------------------------------------------------------------------- Fair
Dollars in thousands 2000 2001 2002 2003 2004 Thereafter Total Value
-------------------------------------------------------------------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage and Other Debt
Fixed Rate Debt $ 1,611 $ 4,992 $ 5,153 $ 14,688 $ 5,272 $ 91,477 $ 123,193 $ 123,193
Weighted Average Interest Rate 7.30% 7.70% 7.68% 8.16% 7.61% 7.02% 7.24%
Variable Rate Debt (1) $ 157,800 $ 157,800 $ 157,800
Weighted Average Interest Rate 7.14% 7.14%
</TABLE>
(1) The Company has a $40 million revolving mortgage facility which bears
interest at LIBOR plus 1.0% or Wells Fargo Bank's prime rate, at the
election of the Company, against which $35 million was outstanding at March
31, 2000. The Company also has a $159 million unsecured revolving line of
credit on which the rate is LIBOR plus 1.2% At March 31, 2000, $121.8
million was outstanding against this line and a $1 million line of credit
with Valencia Bank & Trust. The amounts set forth in the table above assume
that the outstanding amounts under the variable rate credit facilities will
be repaid at the facilities' respective maturity dates. Management believes
that these lines will be renewed at maturity with similar terms.
There is inherent rollover risk for borrowings as they mature and are renewed at
current market rates. The extent of this risk is not quantifiable or predictable
because of the variability of future interest rates and the Company's future
financing requirements. The Company manages its interest rate risk by
maintaining a conservative ratio of fixed rate, long-term debt to total debt in
order to maintain variable rate exposure at an acceptable level and by taking
advantage of favorable market conditions for long-term debt.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Please refer to "Community Development" and "Litigation" under PART I, ITEM 2. -
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS".
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601
in Regulation S-K):
27 Financial Data Schedule
15
<PAGE>
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.
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
Registrant
By Newhall Management Limited Partnership,
Managing General Partner
By Newhall Management Corporation,
Managing General Partner
Date: May 10, 2000 By /s/ THOMAS L. LEE
-----------------------------------------------
Thomas L. Lee, Chairman and Chief Executive
Officer of Newhall Management Corporation
(Principal Executive Officer)
Date: May 10, 2000 By /s/ STUART R. MORK
-----------------------------------------------
Stuart R. Mork, Senior Vice President and Chief
Financial Officer of Newhall Management
Corporation
(Principal Financial Officer)
Date: May 10, 2000 By /s/ DONALD L. KIMBALL
-----------------------------------------------
Donald L. Kimball, Vice President - Finance
and Controller of Newhall Management Corporation
(Principal Accounting Officer)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,043
<SECURITIES> 0
<RECEIVABLES> 50,993
<ALLOWANCES> 878
<INVENTORY> 49,081
<CURRENT-ASSETS> 0
<PP&E> 462,634
<DEPRECIATION> 86,018
<TOTAL-ASSETS> 513,747
<CURRENT-LIABILITIES> 0
<BONDS> 280,993
0
0
<COMMON> 0
<OTHER-SE> 91,619
<TOTAL-LIABILITY-AND-EQUITY> 513,747
<SALES> 11,626
<TOTAL-REVENUES> 28,364
<CGS> 8,242
<TOTAL-COSTS> 19,504
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,420
<INCOME-PRETAX> 3,197
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,197
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,197
<EPS-BASIC> 0.11
<EPS-DILUTED> 0.11
</TABLE>
