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This Form 10-Q consists of 14 sequentially numbered pages.
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2000
Commission file number 0-17189
CALIFORNIA COASTAL COMMUNITIES, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 02-0426634
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
6 Executive Circle, Suite 250
IRVINE, CALIFORNIA 92614
------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 250-7700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes X No
--- ---
Indicate by check mark whether the Registrant has 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
--- ---
The number of shares of Common Stock outstanding at October 31, 2000 was
10,058,589.
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CALIFORNIA COASTAL COMMUNITIES, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
I N D E X
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<TABLE>
<CAPTION>
PAGE NO.
<S> <C> <C>
PART I - Financial Information:
Item 1 - Financial Statements
Balance Sheets -
December 31, 1999 and September 30, 2000...................................................3
Statements of Operations -
Three Months and Nine Months Ended September 30, 1999 and 2000.............................4
Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 2000..............................................5
Notes to Financial Statements..............................................................6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................................10
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk...............................................................................13
PART II - Other Information:
Item 1 - Legal Proceedings............................................................................14
Item 6 - Exhibits and Reports on Form 8-K.............................................................14
SIGNATURE........................................................................................................14
</TABLE>
2
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CALIFORNIA COASTAL COMMUNITIES, INC.
BALANCE SHEETS
--------------
(in millions)
<TABLE>
<CAPTION>
December 31, September 30,
1999 2000
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(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents .................................... $ 5.8 $ 6.8
Short-term investments........................................ 3.0 --
Restricted cash............................................... 3.4 3.2
Real estate held for development or sale...................... 15.1 21.5
Land held for development..................................... 136.5 139.8
Other assets.................................................. 6.1 4.9
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$ 169.9 $ 176.2
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities................. $ 2.0 $ 2.7
Project debt............................................. 7.4 10.8
Other liabilities........................................ 27.7 25.6
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Total liabilities........................................ 37.1 39.1
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Stockholders' equity:
Common stock ............................................ .5 .5
Capital in excess of par value........................... 130.2 132.0
Retained earnings........................................ 2.1 4.6
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Total stockholders' equity............................... 132.8 137.1
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$ 169.9 $ 176.2
======= =======
</TABLE>
See the accompanying notes to financial statements.
3
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CALIFORNIA COASTAL COMMUNITIES, INC.
STATEMENTS OF OPERATIONS
------------------------
(in millions, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 2000 1999 2000
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues........................................... $ -- $ 7.2 $ -- $ 14.7
Costs of sales..................................... -- 5.7 -- 11.6
------ ------ ------ ------
Gross operating profit.......................... -- 1.5 -- 3.1
Selling, general and administrative expenses....... 1.0 .8 2.6 2.6
Interest expense................................... .3 .1 .8 .2
Income from unconsolidated joint venture........... -- (.5) -- (1.8)
Other income, net.................................. (.3) (.6) (1.1) (2.2)
------ ------ ------ ------
Income (loss) from continuing operations
before income taxes............................. (1.0) 1.7 (2.3) 4.3
Provision for income taxes......................... -- .7 .1 1.8
------ ------ ------ ------
Income (loss) from continuing operations........... (1.0) 1.0 (2.4) 2.5
Discontinued operations:
Gain on disposition, net of income
tax benefits of $.2, $0, $.2
and $0, respectively....................... .2 -- .2 --
------ ------ ------ ------
Net income (loss).................................. $ (.8) $ 1.0 $(2.2) $ 2.5
====== ===== ====== =====
Earnings (loss) per common share - basic and diluted:
Continuing operations........................... $(.10) $ .10 $(.22) $ .25
Discontinued operations......................... .02 -- .02 --
------ ------ ------ ------
Earnings (loss) per common share - basic and diluted $(.08) $ .10 $(.20) $ .25
====== ====== ====== ======
</TABLE>
See the accompanying notes to financial statements.
4
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CALIFORNIA COASTAL COMMUNITIES, INC.
STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 2000
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ........................................ $ (2.2) $ 2.5
Adjustments to reconcile to cash used
by operating activities:
Non-cash interest expense ............................. .5 .2
Interest income on restricted cash .................... (.1) (.1)
Deferred income taxes ................................. -- 1.8
Gains on asset sales .................................. -- (3.1)
Proceeds from asset sales, net ........................ -- 14.3
Investments in real estate held for development or sale (6.5) (17.6)
Investments in land held for development .............. (1.5) (3.3)
Decrease in other assets .............................. .9 1.2
Decrease in accounts payable, accrued
and other liabilities ............................... (.1) (1.6)
---------- ----------
Cash used by operating activities ................ (9.0) (5.7)
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Cash flows from investing activities:
Maturity of short-term investments ....................... -- 3.0
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Cash flows from financing activities:
Borrowings of project debt ............................... 5.0 14.3
Repayments of project debt ............................... -- (10.9)
Deposits of restricted cash .............................. (3.2) --
Return of interest income from restricted cash ........... -- .3
Repurchases of common stock .............................. (8.3) --
---------- ----------
Cash provided (used) by financing activities ..... (6.5) 3.7
---------- ----------
Net increase (decrease) in cash and cash equivalents ........... (15.5) 1.0
Cash and cash equivalents - beginning of period ................ 26.6 5.8
---------- ----------
Cash and cash equivalents - end of period ...................... $ 11.1 $ 6.8
---------- ----------
</TABLE>
See the accompanying notes to financial statements.
5
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CALIFORNIA COASTAL COMMUNITIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared by California
Coastal Communities, Inc. and its consolidated subsidiaries (the "Company"),
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes that the disclosures are adequate to make the
information presented not misleading when read in conjunction with the Financial
Statements and Notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999, and the current year's previously
issued Quarterly Reports on Form 10-Q. The results for interim periods are not
necessarily indicative of the results to be expected for the full year. This
report contains forward looking statements. Readers are cautioned that any such
forward looking statements are not guarantees of future performance and involve
risks and uncertainties that actual events or results may differ materially from
those described herein as a result of various factors, including without
limitation, the factors discussed generally in this report.
The Company completed its recapitalization (the "Recapitalization")
which became effective on September 2, 1997, pursuant to a prepackaged plan of
reorganization which was confirmed by the U.S. Bankruptcy Court for the District
of Delaware. The prepackaged plan was filed by the Company, excluding all of its
subsidiaries and affiliates, contemporaneously with a voluntary petition for
relief under Chapter 11 of the bankruptcy code. On the effective date of the
Recapitalization, the Company adopted the provisions of Statement of Position
No. 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code" ("Fresh-Start Reporting") as promulgated by the American
Institute of Certified Public Accountants. Accordingly, all assets and
liabilities were revalued to reflect their reorganization value, approximating
their fair value at the effective date of the Recapitalization. In addition, the
accumulated deficit of the Company was eliminated and its capital structure
recast in conformity with the Recapitalization.
NOTE 2 - EARNINGS (LOSS) PER COMMON SHARE
The Company computes earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share." For the nine
months ended September 30, 1999 and 2000, the weighted average common shares
outstanding were 10.9 million and 10.1 million, respectively. For the three
months ended September 30, 1999 and 2000, the weighted average common shares
outstanding were 10.1 million. The weighted average common shares outstanding
reflect the repurchase of approximately 1.4 million shares by the Company in
June 1999. Earnings per share, assuming dilution, is computed using the weighted
average number of common shares outstanding and the dilutive effect of potential
common shares outstanding.
NOTE 3 - RESTRICTED CASH
Restricted cash as of September 30, 2000 reflects a mortgage-backed
security recorded at amortized cost, maturing in December 2000. The security is
held as collateral for a letter of credit obtained by the Company to secure
certain indemnity obligations under a tax sharing agreement with a former
affiliate.
NOTE 4 - LAND HELD FOR DEVELOPMENT
The Company owns approximately 350 acres located in Orange County,
California adjacent to the Pacific Ocean and the Bolsa Chica wetlands (which
were sold by the Company to the State of California as described below),
surrounded by the City of Huntington Beach and approximately 35 miles south of
downtown Los Angeles. The Company's holdings include 208 acres on a mesa north
of the Bolsa Chica wetlands ("Warner Mesa"), approximately 100 acres on, or
adjacent to, the Huntington Mesa and 42 acres of lowlands which were acquired by
the Company in September 1997.
6
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The planned community at Warner Mesa is expected to offer a mix of home
choices, primarily single-family detached homes. A Local Coastal Program ("LCP")
for development of up to 3,300 homes (up to 2,500 on Warner Mesa and up to 900
on the Bolsa Chica lowlands, which were subsequently sold as discussed below)
was approved by the Orange County Board of Supervisors in December 1994 and by
the California Coastal Commission (the "Coastal Commission") in January 1996.
In February 1997, the Company completed the sale of its approximately
880-acre Bolsa Chica lowlands, which had previously been planned for the
development of up to 900 homes and wetlands restoration, to the California State
Lands Commission for $25 million. Under an interagency agreement among various
state and federal agencies, these agencies have agreed to restore the Bolsa
Chica wetlands habitat utilizing escrowed funds from the Ports of Los Angeles
and Long Beach.
In March 1996, a lawsuit (the "Coastal Act Lawsuit") was filed
challenging the approvals of the Coastal Commission. The judgment in the Coastal
Act Lawsuit was entered by the trial court in August 1997, and required the
Coastal Commission to reconsider the filling of a 1.7 acre pond on Warner Mesa
("Warner Pond") and development of any homes in the Bolsa Chica wetlands. The
August 1997 judgment was appealed by both the project opponents and the Company
as discussed below. In October 1997, in response to the trial court's decisions,
the Coastal Commission approved modifications to the LCP which eliminated the
filling of Warner Pond and thereby reduced the maximum number of homes to be
built from 2,500 to no more than 1,235 homes on Warner Mesa. The Orange County
Board of Supervisors subsequently accepted the Coastal Commission's suggested
modifications. However, in March 1998, the trial court ruled that the Coastal
Commission should not have narrowed the scope of public comments during the
Coastal Commission's October 1997 hearing, and ordered the Coastal Commission to
hold a third hearing on the LCP.
In October 1997, opponents of the Warner Mesa project appealed the
trial court's August 1997 decision on the basis that the trial court should have
reversed the Coastal Commission's January 1996 approval allowing relocation of
certain raptor habitat. In April 1999, the California Court of Appeal overturned
the August 1997 judgment of the trial court with respect to the raptor habitat.
The appellate court ruled that, under the Coastal Act, the Coastal Commission
should not have allowed the removal and relocation of this raptor habitat. The
court order instructing the Coastal Commission on how to proceed in response to
this decision was issued in June 1999.
In January 2000, the Coastal Commission staff reported to the local
press that they intend to recommend limiting development to approximately 60
acres out of the approximately 1,600 acres in the LCP area. Alternatively, the
County is seeking Coastal Commission approval of modifications to the LCP which
protect the environment in accordance with the courts' decisions, and allow the
Company to responsibly develop approximately 170 acres of Warner Mesa, including
approximately 22 acres owned by other landowners. Upon approval by the Coastal
Commission, such modifications would require approval by the Orange County Board
of Supervisors, followed by certification of the LCP by the Coastal Commission.
The Coastal Commission is currently scheduled to release its staff report on
November 3, 2000, and hold its public hearing on the LCP on November 16, 2000.
If the County's proposed modifications to the LCP are approved at that time, the
Company could then process secondary permits and commence infrastructure
construction on Warner Mesa during the third quarter of 2001. The Company does
not believe that the Coastal Commission process will ultimately prevent it from
developing a planned community at Warner Mesa; however, there can be no
assurance in that regard, or as to the number of acres the Company would be
permitted to develop, or that further litigation or administrative delay will
not result.
Upon completion of the Company's Recapitalization as discussed in Note
1, the Company applied the principles required by Fresh-Start Reporting and the
carrying value of land held for development (Warner Mesa) was adjusted to fair
value of approximately $130 million as of September 2, 1997, after consideration
of the October 1997 Coastal Commission action discussed above. No provision for
impairment has been considered necessary subsequent to the Recapitalization. The
estimation process involved in the determination of fair value is inherently
uncertain since it requires estimates as to future events and market conditions.
Such estimation process assumes the Company's ability to complete development
and dispose of its real estate properties in the ordinary course of business
based on management's present plans and intentions. Economic, market,
environmental and political conditions may affect management's development and
marketing plans. In addition, the implementation of such development and
marketing plans could be affected by the availability of future financing for
development and construction activities. Accordingly, the ultimate fair values
of the Company's real estate properties are dependent upon future economic and
market conditions, the availability of financing, and the resolution of
political, environmental and other related issues.
7
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NOTE 5 - PROJECT DEBT
In January 1999, Signal Landmark, a subsidiary of the Company, entered
into a construction loan agreement with a commercial bank to finance
construction of infrastructure and the first 45 homes at phase II of the
Company's 112-home Rancho San Pasqual project in Escondido, California.
Effective in July 2000, the loan was amended to finance an additional 29 homes,
increasing the original $14.3 million facility to $18.8 million. The loan is
secured by a deed of trust on the Rancho San Pasqual project and requires
principle repayments upon the sale of homes. The loan bears an interest rate of
prime plus three-fourths percent, and matures on January 18, 2001. As of
September 30, 2000, approximately $15.7 million had been drawn on this facility
and an aggregate of $10.9 million had been repaid upon home closings, resulting
in an outstanding balance of $4.8 million. For the nine months ended September
30, 1999 and 2000, approximately $.3 million and $.5 million, respectively, of
construction period interest was capitalized to the project.
In March 2000, Signal Landmark entered into an additional construction
loan agreement with a commercial bank to finance the construction of
infrastructure and 16 homes at the Company's Sandover project on Warner Mesa,
overlooking the Bolsa Chica wetlands in Huntington Beach, California. The $9
million loan facility is secured by a deed of trust on the Sandover project and
requires principle repayments upon the sale of homes. The loan bears an interest
rate of prime plus three-fourths percent and has a maturity date of March 21,
2001. As of September 30, 2000, approximately $6.0 million was drawn on this
facility, and construction period interest capitalized to the project was
approximately $.2 million for the nine months ended September 30, 2000.
NOTE 6 - INCOME TAXES
The Internal Revenue Code (the "Code") generally limits the
availability of net operating losses ("NOLs") if an ownership change occurs
within any three-year period under Section 382. If the Company were to
experience an ownership change, the Company's annual use of its NOLs would
generally be limited to the value of the Company's equity immediately before the
ownership change multiplied by the long-term tax-exempt rate. The first date
upon which the Company experienced an ownership shift subsequent to the
Recapitalization (a Section 382(l)(5) protected ownership change), was June 16,
1998. The Company estimates that after giving effect to various transactions by
stockholders who hold a 5% or greater interest in the Company, and the Company's
repurchase of an aggregate of approximately 1.9 million shares in December 1998
and June 1999, it has experienced a cumulative ownership shift as computed in
accordance with Section 382 of approximately 40%. The federal NOLs available as
of September 30, 2000 are approximately $196 million, which expire beginning in
2005.
In response to an unsolicited written consent from a majority of its
stockholders, the Company amended its certificate of incorporation on October
14, 1999 in order to preserve the ability of the Company to utilize its $197
million of tax loss carryforwards. Since the Company's use of its NOLs would be
severely restricted if it experiences an ownership change of 50% or more, the
Company's majority stockholders requested that the Board of Directors enact the
amendments, which have been determined to be in the best interest of the Company
and its stockholders. The amendments prohibit future purchases of the Company's
common stock by persons who would become new 5% holders, and also prohibit
current holders of over 5% from increasing their positions, except in certain
permissible circumstances which would not jeopardize the Company's ability to
use its NOLs. While these amendments reduced the Company's risk of an ownership
change occurring due to the acquisition of shares by 5% stockholders, the risk
remains that an ownership change could result from the sale of shares by
existing 5% stockholders.
In 1995, the Internal Revenue Service ("IRS") proposed material audit
adjustments with respect to the tax returns of the Company and its consolidated
subsidiaries, including formerly affiliated entities, for the years ended
December 31, 1989, 1990 and 1991. The adjustments proposed by the IRS, if
upheld, could have resulted in Federal tax liability, before interest, of
approximately $17 million and disallowance of up to $132 million of NOL
carryforwards. The Company disagreed with the positions taken by the IRS and
filed protests with the IRS to contest the proposed adjustments. In December
1998, the Company executed a settlement agreement with the IRS with respect to
the proposed adjustments described above. As a result of this agreement, in
February 1999 the Company paid $759,000 (which includes $280,000 of tax and
$479,000 of interest through January 1999), net of the Company's refund claim
for 1992 NOL carrybacks of approximately $1.6 million, in full settlement of
such claims. Under this settlement agreement approximately $10 million of the
Company's NOL carryforwards was disallowed. The Company utilized $8.1 million of
NOL carryback from 1992 to 1991 in connection with its refund claim. However,
there can be no assurance that the
8
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refund will be upheld. The Company has reviewed the extent of potential
accompanying state tax liability adjustments and does not believe that any
such adjustments would have a material impact on the Company's financial
statements.
Cash payments for federal, state and local income taxes were
approximately $1.2 million and less than $.1 million during the nine months
ended September 30, 1999 and 2000, respectively.
9
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company is a residential land development and homebuilding company
with properties located primarily in Southern California. The principal
activities of the Company and its consolidated subsidiaries include: (i)
obtaining zoning and other entitlements for land it owns and improving the land
for residential development; and (ii) single-family residential construction in
Southern California. Once the residential land owned by the Company is entitled,
the Company may sell unimproved land to other developers or homebuilders; sell
improved land to homebuilders; or participate in joint ventures with other
developers, investors or homebuilders to finance and construct infrastructure
and homes. During 2000, the Company will continue to focus its immediate efforts
to (i) obtain approval from the California Coastal Commission ("Coastal
Commission") for modifications to the Local Coastal Program ("LCP") for the
Warner Mesa project in accordance with the court's decisions as further
described in Note 4 to the Company's Financial Statements; (ii) complete the
secondary permitting for development of Warner Mesa in 2001; and (iii) commence
infrastructure construction on Warner Mesa during the third quarter of 2001;
however, the Company may also consider other strategic and joint venture
opportunities. There can be no assurance that the Company will accomplish, in
whole or in part, all or any of these strategic goals.
The Company's real estate properties are subject to a number of
uncertainties which can affect the fair values of those assets. These
uncertainties include litigation or appeals of regulatory approvals and
availability of adequate capital, financing and cash flow. The Coastal
Commission is currently scheduled to hold its public hearing on the LCP for the
Company's Warner Mesa property on November 16, 2000. If the County's proposed
modifications to the LCP are approved at that time, the Company could then
process secondary permits and commence infrastructure construction on Warner
Mesa during the third quarter of 2001; however, there can be no assurance in
that regard. In addition, future values may be adversely affected by increases
in property taxes, increases in the costs of labor and materials and other
development risks, changes in general economic conditions, including higher
mortgage interest rates, and other real estate risks such as the demand for
housing generally and the supply of competitive products. Real estate properties
do not constitute liquid assets and, at any given time, it may be difficult to
sell a particular property for an appropriate price. During the last three
years, the strengthened economy of California has resulted in improvement in the
real estate market, and the number of potential purchasers interested in
Southern California residential properties appears to have increased, resulting
in improved prices. However, there can be no assurance regarding the continued
health of the California economy and the strength and longevity of current
conditions affecting the residential real estate market.
The Company's internal home-building operations focus primarily on the
entry-level and move-up single-family detached market. The Fairbanks Highlands
joint venture home-building activities reflect a large, luxury single-family
product under construction by the Company's partner. Major projects are
described as follows:
RANCHO SAN PASQUAL. In the City of Escondido in San Diego County,
approximately 30 miles north of downtown San Diego, the Company is developing an
850-acre, gated community consisting of 580 residential lots surrounding an
18-hole golf course. From 1996 through April 1998, the Company sold 468 Phase I
residential lots at Rancho San Pasqual to four homebuilders. The Company's
subsidiary began constructing infrastructure and homes on the 112-home Phase II
of the project in 1999, and opened for sales in October 1999. As of October 31,
2000, 41 homes had been delivered and an additional 39 homes were in escrow.
SANDOVER. The Company's subsidiary is currently building 16 homes on
approximately five acres of Warner Mesa, which is in the City of Huntington
Beach (whereas the rest of the Company's Warner Mesa property is in an
unincorporated area within the County of Orange). The Company opened for sales
at the project, known as "Sandover", in July 2000. As of October 31, 2000, 15 of
the 16 homes were in escrow.
FAIRBANKS HIGHLANDS. The Fairbanks Highlands property consists of
approximately 380 acres near the communities of Fairbanks Ranch and Rancho Santa
Fe in the northern part of the city of San Diego. The project includes 93 luxury
homes, averaging approximately 4,800 square feet, on single-family residential
lots averaging 1.34 acres each and approximately 215 acres of open space. In
December 1996, the Company formed a joint venture with a major homebuilder to
develop this property, retaining a continuing 35% partnership interest in the
venture. The Company's partner is managing the day-to-day operations of the
venture, providing all construction financing and building all of the homes at
the site. Closings on 33 homes were completed and 45 homes were in escrow as of
October 31, 2000.
10
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CHAPMAN HEIGHTS. In June 2000, the Company acquired 29 finished lots which
are part of a master-planned community known as Chapman Heights, in the city of
Yucaipa, California, and obtained an option to purchase an additional 57
finished lots. The community surrounds an operating 18-hole public golf course
and is planned for a total of approximately 2,100 homes, civic and commercial
centers and two school sites. The Company began constructing model homes and the
first phase of production homes during the third and fourth quarters,
respectively, of 2000. The project is scheduled to open for sale in November
2000.
LIQUIDITY AND CAPITAL RESOURCES.
The principal asset in the Company's portfolio is residential land
which must be held over an extended period of time in order to be developed to a
condition that, in management's opinion, will ultimately maximize the return to
the Company. Consequently, the Company requires significant capital to finance
its real estate development operations. Historically, sources of capital have
included bank lines of credit, specific property financings, asset sales and
available internal funds. The Company believes that its cash on hand, which was
approximately $6.8 million at September 30, 2000, in addition to funds available
under its credit agreements and expected cash flows from home-building projects,
will be sufficient to meet anticipated cash and capital requirements, including
primarily project development costs for Warner Mesa, Sandover, Rancho San
Pasqual and Chapman Heights, and general and administrative expenses for the
next 12 months. The Company is utilizing project debt as necessary, to fund the
Rancho San Pasqual and Sandover construction. The Company's Fairbanks Highlands
joint venture began generating cash distributions in March 2000, and the
Company's Rancho San Pasqual project began generating cash flow during the
second quarter. In addition, the Company expects that its Sandover and Chapman
Heights projects will contribute to income and generate positive cash flow in
the first quarter and beginning in the second quarter of 2001, respectively.
These four homebuilding projects are expected to generate in excess of $20
million in cash flow over the next 15 months, based on present economic
conditions and market assumptions.
FINANCIAL CONDITION
SEPTEMBER 30, 2000 COMPARED WITH DECEMBER 31, 1999
The $1.0 million increase in cash and cash equivalents primarily
reflects the maturity of short-term investments, proceeds from sales at the
Rancho San Pasqual project, and funding under construction loans on the Sandover
and Rancho San Pasqual projects, partially offset by spending on project
development costs for Warner Mesa, as well as other activity presented in the
Statements of Cash Flows.
Restricted cash as of September 30, 2000 reflects collateral for a
letter of credit obtained by the Company to secure certain indemnity obligations
under a tax sharing agreement with a former affiliate.
The $6.4 million increase in real estate held for development or sale
reflects an aggregate of $17.6 million of infrastructure and home-building costs
for the Company's 112-home Rancho San Pasqual project in Escondido, California,
the 16-home Sandover project in Huntington Beach, California, and the purchase
of the first 29 lots in the Company's recently acquired project in Yucaipa,
California. These investments were partially offset by $11.2 million charged to
cost of sales for deliveries of 41 homes at the Rancho San Pasqual project
during the second and third quarters.
The $3.3 million increase in land held for development reflects
investment in the Warner Mesa project during the first nine months of the year.
Other assets decreased by $1.2 million, primarily reflecting the
reduced investment in the Fairbanks Highlands joint venture due to cash
distributions received for preferred return to the Company. In addition, the
decrease reflects the release of collateral held under an insurance indemnity
agreement and the collection of income tax refunds receivable.
Accounts payable and accrued liabilities increased by $.7 million, to a
balance of $2.7 million as of September 30, 2000, primarily reflecting increased
construction activity at the Rancho San Pasqual and Sandover projects.
The $3.4 million increase in project debt reflects $14.3 million
borrowed under bank loans for infrastructure and home construction costs at the
Rancho San Pasqual and Sandover projects, offset by repayments of $10.9 million
made in conjunction with home deliveries at the Rancho San Pasqual project.
11
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The $2.2 million decrease in other liabilities primarily reflects a
January 2000 transaction completed with the Charter Township of Calumet,
Michigan (the "Township"), whereby the Company donated approximately 160 acres
of its land in Michigan, and certain other assets, to the Township. The donation
was made in exchange for the Township's agreement to make a borrow source
available to the U.S. Environmental Protection Agency ("EPA") for soil cover to
be used in EPA's implementation of remedial actions on that portion of the
conveyed property which is a portion of a superfund site. The Township also
assumed certain other liabilities and provided the Company with certain
indemnities in connection with the transaction. The Company believes its
liabilities, if any, with respect to this superfund site have been discharged as
a result of this transaction. Accordingly, the Company recognized other income
of $1.1 million, which represents elimination of a reserve for an indemnity
obligation, net of unamortized discount, during the first quarter of 2000.
RESULTS OF OPERATIONS
The nature of the Company's business is such that individual
transactions often cause significant fluctuations in operating results from year
to year. Furthermore, the restatement of assets and liabilities to reflect fair
value as of September 2, 1997 under Fresh-Start Reporting will reduce future
costs of sales for Warner Mesa, while increasing interest expense related to
discounted liabilities.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH THE THREE MONTHS
ENDED SEPTEMBER 30, 1999
The Company reported revenues of $7.2 million and gross operating
profit of $1.5 million for the third quarter of 2000, compared with no revenues
for the third quarter of 1999. Revenues in the current period reflect deliveries
of 20 homes at the Company's 112-home Rancho San Pasqual project in Escondido,
California.
The decrease in selling, general and administrative expenses from $1.0
million in the 1999 period to $.8 million in the 2000 period primarily reflects
reduced compensation expense, partially offset by an increase in selling costs
charged to the current period for the Rancho San Pasqual and Sandover projects.
The $.5 million of income from unconsolidated joint venture in the
three months ended September 30, 2000 reflects profits from the Company's
interest in the Fairbanks Highlands joint venture. The venture delivered 11
homes during the period.
The increase in other income, net from $.3 million in the 1999 period
to $.6 million in the three months ended September 30, 2000 primarily reflects
recognition in the 2000 period of $.6 million of non-recurring other income from
the reversal of reserves for expiring home warranties.
The benefit for deferred income taxes for the three months ended
September 30, 1999 was offset by a corresponding valuation allowance. For the
three months ended September 30, 2000, pursuant to Fresh-Start reporting, a
deferred income tax provision of $0.7 million is reflected in the statement of
operations, while the offsetting realization of a tax benefit from utilization
of pre-Reorganization NOL is reflected by increasing the Company's capital in
excess of par value.
Gain from discontinued operations for the 1999 period reflects income
tax refunds for overpayment of 1998 alternative minimum taxes.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH THE NINE MONTHS
ENDED SEPTEMBER 30, 1999
The Company reported revenues of $14.7 million, resulting in gross
operating profit of $3.1 million for the first nine months of 2000 compared with
no revenues or gross operating profit in the 1999 period. Revenues in the 2000
period reflect the delivery of 41 homes at the Rancho San Pasqual project in
Escondido, California, which commenced deliveries in April 2000.
Selling, general and administrative expenses of $2.6 million were
comparable to the 1999 period, reflecting an increase in selling costs charged
for the Rancho San Pasqual and Sandover projects in the 2000 period, offset by
decreased compensation and professional services expenses.
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The decrease in interest expense from $.8 million in 1999 to $.2
million in the 2000 period primarily reflects (1) the absence of interest
incurred in 1999 related to settlement of litigation over a joint venture
interest sold in 1992, (2) the April 1999 cessation of interest accruals on
capital contribution notes due to a partnership and (3) lower amortization of
discount on liabilities which was recorded under Fresh-Start Reporting in
connection with the Company's 1997 Recapitalization.
The $1.8 million of income from unconsolidated joint venture in the
2000 period reflects profits from the Company's interest in the 93-home
Fairbanks Highlands joint venture. The venture delivered 29 homes during the
nine months ended September 30, 2000.
The increase in other income, net from $1.1 million in the 1999 period
to $2.2 million in the nine months ended September 30, 2000 primarily reflects
the January 2000 transaction with the Township described above, income from
reversal of reserves of $.6 million for expiring home warranties, and
recognition of $.4 million of non-recurring deferred income on the 1996 land
sale to the Fairbanks Highlands joint venture. These increases were partially
offset by an absence in 2000 of non-recurring income from recovery of legal
expenses related to settled construction defects litigation and a reduction in
interest income due to lower cash balances.
The benefit for deferred income taxes for the nine months ended
September 30, 1999 was offset by a corresponding valuation allowance. For the
nine months ended September 30, 2000, pursuant to Fresh-Start reporting, a
deferred income tax provision of $1.8 million is reflected in the statement of
operations, while the offsetting realization of a tax benefit from utilization
of pre-Reorganization NOL is reflected by increasing the Company's capital in
excess of par value.
Gain from discontinued operations for the 1999 period reflects income
tax refunds for overpayment of 1998 alternative minimum taxes.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain of the foregoing information as well as certain information set
forth in Part II of this report under the heading "Legal Proceedings" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" is forward looking in nature and involves risks and uncertainties
that could significantly impact the ability of the Company to achieve its
currently anticipated goals and objectives. These risks and uncertainties
include, but are not limited to litigation or appeals of regulatory approvals
(including ongoing litigation and administrative proceedings in the Coastal Act
Lawsuit related to the Company's principal asset, Warner Mesa), injunctions
prohibiting implementation of approved development plans pending the outcome of
litigation, and availability of adequate capital, financing and cash flow. In
addition, future values may be adversely affected by increases in property
taxes, increases in the costs of labor and materials and other development
risks, changes in general economic conditions, including higher mortgage
interest rates, and other real estate risks such as the demand for housing
generally and the supply of competitive products. Real estate properties do not
constitute liquid assets and, at any given time, it may be difficult to sell a
particular property for an appropriate price. Other significant risks and
uncertainties are discussed in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
See "Item 1 - Business - Corporate Indemnification Matters"
and "Item 3 - Legal Proceedings" in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months
ended September 30, 2000.
SIGNATURE
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.
CALIFORNIA COASTAL COMMUNITIES, INC.
Date NOVEMBER 1, 2000 By /s/ Sandra G. Sciutto
------------------------
SANDRA G. SCIUTTO
Senior Vice President and
Chief Financial Officer
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