SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
[ ] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
or
[X] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from January 1, 2000 to June 30, 2000.
Commission file number 0-6877
SANTA FE FINANCIAL CORPORATION
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(Name of Small Business Issuer in Its Charter)
Nevada 95-2452529
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
11315 Rancho Bernardo Road, Suite 129
San Diego, California 92127-1463
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(Address of Principal Executive Offices) (Zip Code)
(858) 673-4722
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$.10 Par Value Common Stock
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(Title of Class)
Check whether the issuer: (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
Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendments to
this Form 10-KSB. [X]
The issuer's revenues for the six months ended June 30, 2000 were
$4,424,934.
<PAGE> 1 of 44
The aggregate market value of the common equity held by non-affiliates of
issuer computed by reference to the price at which the stock sold on September
15, 2000 was $5,675,034.
The number of shares outstanding of issuer's $.10 Par Value Common Stock, as of
September 15, 2000, was 1,192,310.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
TABLE OF CONTENTS
PART I PAGE
Item 1. Description of Business. 3
Item 2. Description of Property. 4
Item 3. Legal Proceedings. 7
Item 4. Submission of Matters to a Vote of Security Holders. 7
PART II
Item 5. Market For Common Equity and Related 8
Stockholder Matters.
Item 6. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations.
Item 7. Financial Statements and Supplementary Data. 13
Item 8. Changes in and Disagreements with Accountants on 27
Accounting and Financial Disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and 27
Control Persons; Compliance with Section 16(a)
of The Exchange Act.
Item 10. Executive Compensation. 29
Item 11. Security Ownership of Certain Beneficial Owners and 30
Management.
Item 12. Certain Relationships and Related Party Transactions. 32
Item 13. Exhibits, Financial Statement Schedules, and 33
Reports on Form 8-K.
SIGNATURES 43
<PAGE> 2 of 44
PART I
Item 1. Description of Business.
BUSINESS DEVELOPMENT
Santa Fe Financial Corporation ("Santa Fe" or the "Company") was incorporated
under the name of Tri Financial Corporation in the State of Nevada on July 25,
1967 as a wholly owned subsidiary of Crateo, Inc, a public company. On October
31, 1969, Crateo issued a one-for-one stock dividend of all of its shares of
Tri Financial to its common shareholders. On September 17, 1970, the name of
the Corporation was changed to Santa Fe Financial Corporation.
Since 1988, the Company's principal source of revenue has been, and continues
to be, derived from the investment of its 68.8% owned subsidiary, Portsmouth
Square, Inc. ("Portsmouth"), in the Justice Investors limited partnership
("Justice Investors"). Portsmouth has a 49.8% limited partnership interest in
Justice Investors and also serves as one of the two general partners. The
other general partner, Evon Garage Corporation ("Evon"), acts as the managing
general partner. There are approximately 91 limited partners in Justice
Investors.
The Company also owns a controlling 55.4% equity interest in Intergroup
Woodland Village, Inc. ("Woodland Village"), which owns a 27-unit multi-family
apartment complex located in Los Angeles, California. The complex was acquired
in July 1999 at an initial cost of $4,075,000 in a tax-deferred exchange.
On May 16, 2000, the Board of Directors of Santa Fe approved a change in fiscal
year end of the Company from December 31 to June 30 to coincide with the fiscal
year end of its parent company, The Intergroup Corporation.
On February 15, 2000, the Board of Directors amended the Bylaws of the Company
to give the Board the discretion to determine, each year, the date, time and
place of the annual meeting of shareholders. Previously, the Bylaws provided
that the annual meeting was to be held only on a specific date. The amendment
provides the Company with the flexibility to set a date for the annual meeting
which is more consistent with its public reporting requirements and which would
allow the Company greater time to transmit proxy material and its annual report
to shareholders.
BUSINESS OF ISSUER
The Company's principal business is conducted through Portsmouth's general
and limited partnership interest in Justice Investors. Justice Investors owns
the land, improvements and leaseholds at 750 Kearny Street, San Francisco,
California commonly known as the Holiday Inn Financial District/Chinatown
("Holiday"). The most significant income source is a lease between the
partnership and Felcor Lodging Trust, Inc. ("Felcor, NYSE: FCH) for the hotel
portion of the property. The partnership also derives income from its lease of
the garage portion of the property to Evon. As a general partner, Portsmouth
has become more active in monitoring the operations of the hotel and the
parking garage as part of its effort to improve revenues.
The Company's operations also include a controlling interest in a 27-unit
multi-family apartment complex located in Los Angeles, California. The Company
also derives income from the investment of its cash and securities assets. The
Company has invested in income-producing instruments, equity and debt
securities and will consider other investments if such an investment will offer
growth or profit potential.
<PAGE> 3 of 44
COMPETITION
The hotel enjoys a favorable year-round occupancy rate and is part of Holiday's
worldwide reservation system. It was designed to Holiday's specifications to
serve both business persons and tourists and caters to both individuals and
tour groups. It also handles conference and business meetings, having meeting
and dining facilities for groups of up to 400 people. Management believes that
the hotel, garage and apartments are in a competitive position in their
respective markets; however, some competitors may have better financial
resources and newer facilities. The Company intends, where appropriate, to
continue in its efforts to find ways to improve the physical condition of the
hotel, garage and apartment properties to remain competitive.
EMPLOYEES
As of June 30, 2000, the Company had two full-time employees. The employees
are not part of any collective bargaining agreement, and the Company believes
that its employee relations are satisfactory.
Item 2. Description of Property.
PROPERTIES
As of June 30, 2000, Santa Fe's investments in real property consisted of its
49.8% interest in Justice Investors through the Company's 68.8% owned
subsidiary, Portsmouth, and its 55.4% owned subsidiary, Woodland Village.
San Francisco, California Hotel.
The San Francisco hotel property owned by Justice Investors is located near the
Financial District, one block from the Transamerica Pyramid. Embarcadero
Center is within walking distance. Chinatown is directly across the bridge
that runs from the hotel to Portsmouth Square Park. The hotel is a 31-storied,
steel and concrete, A-frame building which contains 566 guest rooms situated on
22 floors. One floor houses the Chinese Culture Center pursuant to a
long-term, nominal-rent lease, and three floors are devoted to a reservation
desk, lobby shops, dining room, coffee shop, hotel support facilities, a
fitness center, a guest business center, meeting and banquet rooms and offices.
Other features of the Holiday Inn include a rooftop swimming pool, 5-storied
underground garage and pedestrian bridge across Kearny Street connecting the
hotel and the Chinese Culture Center with Portsmouth Square Park in Chinatown.
The bridge, built and owned by the partnership, is included in the lease to the
Chinese Culture Center.
On March 15, 1995, Justice Investors entered into an amended and restated lease
with an effective date of January 1, 1995. That lease was assumed by Felcor,
effective July 28, 1998. The initial term of the new lease is for a 10-year
term expiring on December 31, 2004. The lessee also has an option to renew the
lease for one additional term of five years which would extend the lease to
December 31, 2009. The lease requires the lessee to pay an annual rent of the
greater of twenty percent (20%) of gross room revenues or $2,500,000 plus fifty
percent (50%) of total revenues from the demised premises less operating
expenses, base rent and capital requirements.
The lease also required the lessee and Justice Investors to make substantial
capital improvements and renovations to the hotel property. A rehabilitation
budget of more than $8 million was set forth in the new lease agreement, of
which the partnership was responsible for $2 million and the lessee was
responsible for the remainder. As of June 30, 2000, the partnership had paid
all of its $2 million commitment. Rehabilitation and renovation of the guest
rooms, hallways, elevators and safety systems was completed during 1999.
<PAGE> 4 of 44
Further improvements are expected to be made in the future to meet standards
for Holiday Inn Select hotels. The responsibility for those improvements rests
with Felcor.
Under the terms of the lease, the lessee is responsible for all maintenance and
repairs to the property, certain capital improvements, taxes and insurance. In
the opinion of management the property is adequately covered by insurance.
The garage lease between the partnership and Evon provides for a monthly rental
of sixty percent (60%) of gross parking revenues with a minimum rent of $21,750
per month. That lease expires in November 2010. The lessee is responsible for
insurance, repairs and maintenance, utilities and all taxes assessed against
the improvements to the leased premises. The garage is operated by Ampco
Parking pursuant to a sublease agreement with Evon.
Los Angeles, California Apartment Complex
The property owned by the Company's 55.4% subsidiary Woodland Village, is a 27-
unit apartment complex located Los Angeles, California. The Company's equity
interest in Woodland Village was acquired on December 31, 1997 at a cost of
$858,600. For the six months ended June 30, 2000, real estate property taxes
were approximately $12,915. Depreciation is recorded on the straight-line
method based upon an estimated useful life of 40 years. As of June 30, 2000,
the outstanding mortgage balance was $1,943,663. The mortgage carries an
interest rate of 7.73% and matures in October 2029. In addition to the
mortgage, as part of the initial purchase of the property, Woodland Village
obtained two 5-year interest only loans of $201,928 and $162,563 from the
Company and the Company's parent, The InterGroup Corporation ("InterGroup"),
respectively. Both notes mature in September 2004. The $201,928 note was
eliminated in consolidation.
Woodland Village leases units in the apartment complex on a short-term basis,
with no lease extending beyond one year. The effective rental rate per rental
unit was approximately $975. As of June 30, 2000, the property was 100%
occupied. In the opinion of management the property is adequately covered by
insurance.
INVESTMENT POLICIES
The most significant real estate investment of the Company has been through its
investment in Portsmouth. The Company will continue to explore ways to
increase the value of that investment and to improve operations of the
underlying asset. The Company has also invested in multifamily residential
property through its controlling interest in Woodland Village.
The Company may also look for new real estate investment opportunities in
hotels, apartments, office buildings and shopping centers. The acquisition of
any new real estate investments will depend on the Company's ability to find
suitable investment opportunities and the availability of sufficient financing
to acquire such investments. To help fund any such acquisition, the Company
plans to borrow funds to leverage its investment capital. The amount of this
mortgage debt will depend on a number of factors including, but not limited to,
the availability of financing and the sufficiency of the project's projected
cash flows to support the operations and debt service.
The Company has also invested in income producing instruments, equity and debt
securities, which may include interests in real estate based companies and
REITs, where financial benefit could inure to its shareholders through income
and/or capital gain. Those investments are made under the direction of the
Company's Chairman and President. The Company will primarily invest in
<PAGE> 5 of 44
securities priced above $5.00 a share of companies listed on the New York and
American Stock Exchanges and The Nasdaq National Stock Market. Although most of
of the Company's investments in marketable securities are companies listed in
major stock markets, the overall investment portfolio and some of the Company's
investment strategies could be viewed as risky and the market values of the
portfolio may be subject to large fluctuations. The Company may realize gains
and losses in its overall investment portfolio from time to time to take
advantage of market conditions and/or manage the portfolio's resources and the
Company's tax liability. The Company may also assume short positions in
marketable securities. Short sales are used by the Company to potentially
offset normal market risks undertaken in the course of its investing activities
or to provide for additional return opportunities. In addition, the Company
may utilize margin for its marketable securities purchases through the use of
standard margin agreements with national brokerage firms. The use of available
leverage is guided by the business judgment of management.
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. During 1999,
the Company increased the turnover of its investment portfolio and engaged in
increased trading activities designed to maximize the overall return on
investment activities in the near term. This resulted in portions of the
Company's investments in marketable securities being classified as "trading" as
defined by generally accepted accounting principles. After consultation with
the Investment Committee of the Board of Directors, management determined that
the classification of the entire portfolio as trading beginning July 1, 1999
would be more consistent with the Company's overall investment objectives and
activities. As a result, beginning July 1, 1999, all unrealized gains and
losses on the Company's investment portfolio were recorded through the income
statement.
The Company may realize gains and losses in its overall investment portfolio
from time to time to take advantage of market conditions and/or manage the
portfolio's resources and the Company's tax liability. The Company may also
assume short positions in marketable securities. Short sales are used by the
Company to potentially offset normal market risks undertaken in the course of
its investing activities or to provide additional return opportunities. In
addition, the Company utilizes margin for its marketable securities purchases
through the use of standard margin agreements with national brokerage firms.
The use of available leverage is guided by the business judgment of management.
The Company's President and Chief Executive Officer, John V. Winfield, directs
the investment activity of the Company in public and private markets pursuant
to authority granted by the Board of Directors. Mr. Winfield also serves as
Chief Executive Officer of the Company's subsidiary, Portsmouth, and the
Company's parent, Intergroup, and directs the investment activity of those
companies. An employee of InterGroup helps manage the portfolios of the
Company in consultation with Mr. Winfield. The Company reimburses InterGroup
for an allocated portion of the compensation and benefits of such employee.
Depending on certain market conditions and various risk factors, the Chief
Executive Officer, his family, Portsmouth and InterGroup may, at times, invest
in the same companies in which the Company invests. The Company encourages
such investments because it places personal resources of the Chief Executive
Officer and his family members, and the resources of Portsmouth and InterGroup,
at risk in connection with investment decisions made on behalf of the Company.
<PAGE> 6 of 44
Item 3. Legal Proceedings.
The following is furnished to update information previously reported in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1999 and
in its Form 10-QSB Report for the quarterly period ended March 31, 2000.
Guinness Peat Group plc, et al. v. Robert N. Gould, et al., Case No. 685760,
filed on February 22, 1995 in the Superior Court of the State of California for
of the County of San Diego. As previously reported, on March 24, 1998, the
trial court entered a judgment awarding attorneys fees and costs in favor of
the director defendants and Santa Fe in the total amount of $936,000, plus
interest at the statutory rate of 10%, as the prevailing parties in that
action. That judgment was appealed by the plaintiffs. On January 21, 2000, the
Court of Appeal affirmed the award of attorney's fees and costs. On March 1,
2000, plaintiffs filed a Petition for Review of that decision with the
California Supreme Court. On September 20, 2000, the California Supreme Court
entered an order dismissing the Petition for Review.
Item 4. Submission of Matters to a Vote of Shareholders.
The Annual Meeting of the Shareholders of the Company was held on May 16, 2000,
at the Luxe Summit Hotel Bel-Air, 11461 Sunset Blvd., Los Angeles, California
90049. At that meeting, all of management's nominees: John V. Winfield,
William J. Nance and John C. Love, were elected as Directors of the Company to
serve until the next Annual Meeting, with each nominee receiving in excess of
99% of the shares voted. At that Meeting, the shareholders also voted in favor
of the ratification of PricewaterhouseCoopers LLP as the independent
accountants of the Company. A tabulation of the vote follows:
Proposal (1) - Directors: Votes For Against Abstained
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John V. Winfield 1,080,547 0 5,200
John C. Love 1,080,347 0 5,400
William J. Nance 1,080,347 0 5,400
Proposal (2) - Accountants:
PricewaterhouseCoopers LLP 1,078,099 408 7,240
<PAGE> 7 of 44
PART II
Item 5. Market For Common Equity and Related Stockholder Matters.
MARKET INFORMATION
Santa Fe's common stock trades on the Small-Cap Market tier of The Nasdaq Stock
Market, Inc. ("Nasdaq")under the symbol SFEF. The following table sets forth
the range of high and low sales prices for Santa Fe's common stock for the
first two quarters of 2000 and for every quarterly period in the years 1999 and
1998 as reported by Nasdaq.
2000 High Low
---- ----- -----
First Quarter (1/1 to 3/31) $10.63 $ 8.50
Second Quarter (4/1 to 6/30) $10.50 $ 8.75
1999
-----
First Quarter (1/1 to 3/31) $11.50 $ 8.50
Second Quarter (4/1 to 6/30) $ 9.00 $ 8.63
Third Quarter (7/1 to 9/30) $ 9.50 $ 8.50
Fourth Quarter (10/1/12/31) $10.75 $ 8.63
1998
----
First Quarter (1/1 to 3/31) $17.63 $12.25
Second Quarter (4/1 to 6/30) $19.50 $14.13
Third Quarter (7/1 to 9/30) $14.00 $ 9.25
Fourth Quarter (10/1/12/31) $ 8.50 $ 7.50
As of September 15, 2000 the approximate number of holders of record of the
Company's Common Stock was 541. Such number of record owners was determined
from the Company's shareholders records and does not include beneficial owners
of the Company's Common Stock whose shares are held in the names of various
brokers, clearing agencies or other nominees. There are approximately 710
beneficial shareholders of the Company's Common Stock.
DIVIDENDS
The Company has not paid any cash dividends to the common stock holders since
April 1996. In July of 1996, the Board of Directors elected to suspend payment
of any dividends pending final resolution of the derivative suit, at which time
the Company will re-examine its dividend policy.
On December 31, 1997, the Company issued 31,800 shares of 6% cumulative,
convertible voting preferred stock (the "Preferred Stock")in exchange for a
55.4% interest in Woodland from InterGroup. As a result of the Company's two-
for-one stock split, the number of Preferred Shares was adjusted to 63,600.
Each share of Preferred Stock has a liquidation preference of $13.50 and is
convertible into one share of restricted common stock of the Company at an
exercise price of $13.50 per share, with an eight-year conversion exercise
period. The preferred stock has voting rights as if converted into common
stock. InterGroup elected to forego any dividend payments on the preferred
stock for the year ended December 31, 1998. Beginning October 1, 1999,
Intergroup informed the Board that they will no longer forgo dividend payments
on its preferred stock. During the fiscal year ended 1999, the Company paid
dividends of $12,880 to Intergroup. For the six months ended June 30, 2000,
the Company paid dividends of $25,405.
<PAGE> 8 of 44
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
FORWARD-LOOKING STATEMENTS AND PROJECTIONS
The Company may from time to time make forward-looking statements and
projections concerning future expectations. When used in this discussion, the
words "estimate," "project," "anticipate" and similar expressions, are intended
to identify forward-looking statements. Such statements are subject to certain
risks and uncertainties, including partnership distributions, general economic
conditions of the hotel industry in the San Francisco area, securities markets,
litigation and other factors, including natural disasters and those discussed
below, that could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to the date hereof. The
Company undertakes no obligation to publicly release the results of any
revisions to those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
RESULTS OF OPERATIONS
The Company's principal sources of revenue continue to be derived from the
investment of its 68.8% owned subsidiary, Portsmouth, in the Justice Investors
limited partnership, rental income from its investment in a multi-family real
estate property and income received from investment of its cash and securities
assets. The partnership derives most of its income from a lease of its hotel
property to Felcor and from a lease with Evon Garage Corporation.
On May 16, 2000, the Board of Directors of Santa Fe approved a change in fiscal
year end of the Company from December 31 to June 30 to coincide with the fiscal
year end of its parent Company, The Intergroup Corporation.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Comparison of operating results for the six months ended June 30, 2000 shows
net income of $1,433,486 as compared to a net loss of $1,222,447. The
significant increase in net income is primarily attributable to an increase in
total revenue to $4,424,934 from a loss of $391,344, while total costs and
expenses increased moderately to $1,227,863 from $1,110,173.
The increase in total revenue to $4,424,933 from a loss of $391,344 is due to a
change in net gains on marketable securities of $1,742,972 from net losses of
$2,577,620, a 31% increase in partnership income from Justice Investors to
$2,001,018 from $1,525,683, and an increase in dividend and interest income to
$429,989 from $290,490. The increases are partially offset by a decrease in
rental income to $147,732 from $306,065.
The change in net gains on marketable securities of $1,742,972 from net losses
on marketable securities of $2,577,620 is due to the inclusion of net
unrealized gains on marketable securities of $1,218,374 in the current period
earnings and from management's continuing effort to reposition the Company's
investment portfolio. During the fiscal year 1999, the Company increased the
turnover of its investment portfolio and engaged in increased trading
activities designed to maximize the overall return on investment activities in
the near term. This resulted in portions of the Company's investments in
marketable securities being classified as "trading" as defined by generally
accepted accounting principles. After consultation with the Investment
Committee of the Board of Directors, management determined that the
classification of the entire portfolio as trading beginning July 1, 1999 would
<PAGE> 9 of 44
be more consistent with the Company's overall investment objectives and
activities. As a result, beginning July 1, 1999, all unrealized gains and
losses on the Company's investment portfolio were recorded through the income
statement.
Realized gains and losses on marketable securities may fluctuate significantly
from period to period in the future and could have a meaningful effect on the
Company's net earnings. However, the amount of realized gain or loss on
marketable securities for any given period may have no predictive value and
variations in amount from period to period may have no analytical value.
The increase in partnership income is primarily attributable to a 27% increase
in hotel rental income as a result of an increase in the average daily room
rate without a significant reduction in occupancy rates.
Rental income decreased to $147,732 from $306,065 and total property related
costs decreased to $182,760 from $314,118 as a result of the sale of the
Cincinnati, Ohio property with 100 units and the acquisition of a smaller Los
Angeles, California property with 27 units in September 1999. The transaction
was completed in a tax-deferred exchange. Mortgage interest expense increased
to $89,967 from $59,989 as a result of a higher mortgage balance related to the
purchase of the new property.
The increase in margin interest and trading related expenses to $536,540 from
$331,986 is due to the maintenance of a higher margin balance in the current
period and increased investment trading activity.
The 10% increase in general and administrative expenses to $493,894 from
$449,597 is due to the increase in accounting and other miscellaneous expenses.
Income tax expense changed to an expense of $1,350,438 from a tax benefit of
$605,673 as a result of the significant increase in income.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Comparison of operating results for the year ended December 31, 1999 to the
year ended December 31, 1998 shows net income of $1,609,438 as compared to a
net loss of $379,824. The significant increase in net income is primarily
attributable to a 292% increase in total revenue while total costs and expenses
remained consistent with the prior year.
The 292% increase in total revenue to $8,011,230 from $2,045,234 is due to a
14% increase in partnership income from Justice Investors of $3,459,786 from
$3,021,878, a 76% increase in dividend and interest income to $799,792 from
$455,541, a change in investment income to net gains on marketable securities
of $2,006,923 from net losses on marketable securities of $1,813,378, a gain on
sale of real estate of $1,176,292 compared to none and a change in other income
to income of $145,449 compared to losses of $238,961, partially offset by the
decrease in rental income to $422,988 from $620,154.
The increase in partnership income is primarily attributable to a 12% increase
in hotel rental income as a result of an increase in the average daily room
rate without a significant reduction in occupancy rates.
The increase in dividend and interest income reflects management's continuing
efforts to reposition the Company's investment portfolio. The change in
investment income from net losses of $1,813,378 to net gains of $2,006,923 is
primarily due to a recognized gain of $4,113,680 related to the
reclassification of all available-for-sale securities to trading securities
effective July 1, 1999.
<PAGE> 10 of 44
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. During the
year, the Company increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall return
on investment activities in the near term. After consultation with the
Investment Committee of the Board of Directors, management determined that the
classification of the entire portfolio as trading beginning July 1, 1999 would
be more consistent with Company's overall investment objectives and activities.
As a result, beginning July 1, 1999, all unrealized gains and losses on the
Company's investment portfolio were recorded through the income statement. For
the twelve months ended December 31, 1999, the Company recognized a net
unrealized gain of $4,113,680 related to the reclassification of all available-
for-sale securities to trading securities effective July 1, 1999.
Realized gains and losses on marketable securities may fluctuate significantly
from period to period in the future and could have a meaningful effect on the
Company's net earnings. However, the amount of realized gain or loss on
marketable securities for any given period may have no predictive value and
variations in amount from period to period may have no analytical value.
The change in other income/loss to income of $145,449 compared to a loss of
$238,961 is primarily due to a $307,665 reserve for investment loss taken in
the prior year.
In July 1999, the Company's 55.4%-owned subsidiary, Intergroup Woodland
Village, sold its 100-unit apartment complex located in Cincinnati, Ohio for
$3,125,000 resulting a gain on sale of real estate of $1,176,292. There were
no such gains in the prior year. As the result of the sale, rental income
decreased to $422,988 from $620,154, property operating expense decreased to
$233,324 from $491,043, and depreciation expense decreased to $117,816 from
$174,034. In September 1999, proceeds from the sale of the property were used
to purchase a 27-unit multi-family apartment complex located in Los Angeles,
California for $4,075,000, in a 1031 tax-deferred exchange.
The 71% increase in margin interest and investment related expenses is due to
the maintenance of a higher margin balance in the current year and increased
investment trading activity.
The 12% increase in general and administrative expenses is primarily due to the
increase in insurance expenses, wages and salaries, and miscellaneous expenses.
Minority interest increased to $1,577,247 from $408,362 as a result of greater
net income generated by the Company's two subsidiaries, Portsmouth and Woodland
Village.
Income tax expense changed to an expense of $2,768,146 from a tax benefit of
$43,342 as a result of the significant increase in income.
FINANCIAL CONDITION AND LIQUIDITY
The Company's cash flows are primarily generated by its subsidiary's investment
in the Justice Investors limited partnership, which derives the majority of its
income from its lease with Felcor and a lease with Evon. In addition to the
monthly limited partnership distributions it receives from Justice Investors,
the Company's subsidiary also receives monthly management fees as a general
partner. The Company also derives revenue from its investment in a multi-
family real estate property and the investment of its cash and securities
assets.
<PAGE> 11 of 44
As a result of increases in the amount of rental income from the hotel lease,
and lower interest expenses due to the reduction in notes payable, the general
partners of Justice Investors decided to increase the monthly distribution to
limited partners effective with the September 1999 distribution. As a result,
Portsmouth's monthly distribution increased to $209,160 from $139,440. The
increase in monthly distributions can be characterized as special distributions
and, at any time, unforeseen circumstances could dictate a change in the amount
distributed. The general partners will continue to conduct an annual review
and analysis to determine an appropriate monthly distribution for the ensuing
year. At that time, the monthly distribution could be increased or decreased.
For the six months ended June 30, 2000, the Company received cash distributions
of $1,254,960 from Justice Investors.
The Company has invested in short-term, income-producing instruments and in
equity and debt securities when deemed appropriate. The Company's marketable
securities are classified as trading with unrealized gains and losses recorded
through the statement of income.
On May 16, 2000, the Board of Directors increased the number of shares that the
Company is authorized to repurchase under its stock buy-back program by an
additional 70,000 shares to a total of 170,000 shares. As of June 30, 2000,
the Company had repurchased 83,728 shares of its Common Stock for an aggregate
consideration of $784,735.
At June 30, 2000, the Company's current assets and current liabilities were
$32,974,159 and $23,420,159 respectively. The Company remains liquid and
management believes that its capital resources are currently adequate to meet
its short and long-term obligations.
IMPACT OF INFLATION
Because the Company's primary source of revenue is from its subsidiary's 49.8%
investment in Justice Investors, the impact of inflation on the Company should
be viewed at the partnership level. As discussed above, partnership income is
primarily dependent on lease revenues from Felcor. Hotel room rates are
typically impacted by supply and demand factors, not inflation, since rental of
a hotel room is usually for a limited number of nights. Room rates can be, and
usually are, adjusted to account for inflationary cost increases. To the
extent that Felcor is able to adjust room rates, there should be minimal impact
on partnership revenues due to inflation. Partnership revenues are also
subject to interest rate risks which may be influenced by inflation. For the
two most recent fiscal years, the impact of inflation on the Company's income
is not viewed by management as material. The impact of inflation on the
Company's multifamily real estate is also not viewed by management as material.
<PAGE> 12 of 44
Item 7. Financial Statements
INDEX TO FINANCIAL STATEMENTS PAGE
Report of Independent Accountants 13
Consolidated Balance Sheet - June 30, 2000 14
Consolidated Statements of Income - Six Months Ended
June 30, 2000 and Years Ended December 31, 1999 and 1998 15
Consolidated Statements of Shareholders' Equity - Six Months
Ended June 30, 2000 and Years Ended December 31, 1999 and 1998 16
Consolidated Statements of Cash Flows - Six Months Ended
June 30, 2000 and Years Ended December 31, 1999 and 1998 17
Notes to Consolidated Financial Statements 18
Report of Independent Accountants
To the Board of Directors and
Shareholders of Santa Fe Financial Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and other comprehensive income, of
shareholders' equity and of cash flows present fairly, in all material
respects, the financial position of Santa Fe Financial Corporation and its
subsidiaries at June 30, 2000, and the results of its operations and its cash
flows for the six months ended June 30, 2000 and the years ended December 31,
1999 and 1998, in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
September 22, 2000
<PAGE> 13 of 44
<TABLE>
<CAPTION>
SANTA FE FINANCIAL CORPORATION
Consolidated Balance Sheet
------------------------------------------------------------------------------
June 30, 2000
-------------
<S> <C>
Assets
Cash and cash equivalents $ 62,617
Investment in marketable securities 32,538,045
Investment in Justice Investors 7,477,162
Rental property 4,039,083
Other investments 300,000
Other assets 373,497
----------
Total assets $ 44,790,404
==========
Liabilities and Shareholders' Equity
Liabilities
Due to securities broker $ 10,308,691
Obligations for securities sold 11,826,894
Accounts payable and accrued expenses 1,284,574
Notes payable 2,106,227
----------
Total liabilities 25,526,386
----------
Minority interest 4,927,914
----------
Shareholders' equity:
6% Cumulative, convertible, redeemable at
the option of the holder, voting preferred
stock, par value $.10 per share
Authorized shares - 1,000,000
Issued and outstanding - 63,600
Liquidation preference of $858,600 6,360
Common stock, par value $.10 per share
Authorized shares - 2,000,000
1,276,038 shares issued and 1,192,310 outstanding 127,604
Additional paid-in-capital 8,807,942
Retained earnings 6,178,933
Treasury stock, at cost, 83,728 shares (784,735)
----------
Total shareholders' equity 14,336,104
----------
Total liabilities and shareholders' equity $ 44,790,404
==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 14 of 44
<TABLE>
<CAPTION>
SANTA FE FINANCIAL CORPORATION.
Consolidated Statements of Income and Comprehensive Income
------------------------------------------------------------------------------
For the 6 Months For the Years
Ended Ended December 31,
June 30, 2000 1999 1998
------------- ----------- -----------
<S> <C> <C> <C>
Revenues
Equity in net income of Justice Investors $ 2,001,018 $ 3,459,786 $ 3,021,878
Rental income 147,732 422,988 620,154
Dividend and interest income 429,989 799,792 455,541
Net gains(losses) on marketable securities 1,742,972 2,006,923 (1,813,378)
Gain on sale of real estate - 1,176,292 -
Other income(loss) 103,223 145,449 (238,961)
--------- --------- ----------
4,424,934 8,011,230 2,045,234
--------- --------- ----------
Costs and expenses
Property operating expense 66,086 233,324 491,043
Mortgage interest expense 89,967 106,483 122,453
Depreciation expense 26,707 117,816 174,034
Margin interest and trading expenses 536,540 608,094 355,120
General and administrative 493,894 976,011 869,741
Litigation 14,669 14,671 47,647
--------- --------- ----------
1,227,863 2,056,399 2,060,038
--------- --------- ----------
Income(loss) before taxes and minority interest 3,197,071 5,954,831 (14,804)
Provision for income tax (expense)benefit (1,350,438) (2,768,146) 43,342
--------- --------- ----------
Income before minority interest 1,846,633 3,186,685 28,538
Minority interest (413,147) (1,577,247) (408,362)
--------- --------- ----------
Net income(loss) 1,433,486 1,609,438 (379,824)
Preferred stock dividends (25,405) (12,879) -
--------- --------- ----------
Income(loss) available to common shareholders $ 1,408,081 $ 1,596,559 $ (379,824)
========= ========= =========
Basic earnings(loss) per share $ 1.17 $ 1.30 $ (0.30)
========= ========= =========
Weighted average number of shares outstanding 1,202,533 1,231,359 1,270,376
========= ========= =========
Comprehensive income
Net income(loss) $ 1,433,486 $ 1,609,438 $ (379,824)
Other comprehensive income:
Unrealized holding gain(loss)
on marketable securities - 4,261,285 (2,676,918)
Reclassification adjustment for holding
loss included in net earnings - - 1,813,378
Income tax (expense)benefit related to
other comprehensive income - (59,042) 764,834
Adjustment for the reclassification of the
accumulated unrealized holding gains prior
to July 1, 1999 to current earnings - (4,113,680) -
--------- --------- ---------
Total comprehensive income(loss) $ 1,433,486 $ 1,698,001 $ (478,530)
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 15 of 44
<TABLE>
<CAPTION>
SANTA FE FINANCIAL CORPORATION
Consolidated Statement of Shareholders' Equity
-----------------------------------------------------------------------------------
Preferred Stock Common Stock
---------------------------------------- Accumulated
Shares Shares Additional other
out- out- paid-in comprehensive Retained Treasury
standing Amount standing Amount capital income earnings Stock Total
----------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1997 31,800 $3,180 638,019 $63,802 $8,807,942 $187,269 $3,621,099 $12,683,292
Stock dividend 31,800 3,180 638,019 63,802 (66,982) -
Purchase of
treasury stock (313,966) (313,966)
Net loss (379,824) (379,824)
Unrealized
holding loss
on marketable
securities,
net of tax (98,706) (98,706)
----------------------------------------------------------------------------------------------------
Balance at
December 31,
1998 63,600 $6,360 1,276,038 $127,604 $8,807,942 $ 88,563 $3,174,293 $(313,966) $11,890,796
Net income 1,609,438 1,609,438
Purchase of
treasury stock (215,874) (215,874)
Dividend paid
to preferred
shareholders (12,879) ( 12,879)
Reclass
unrealized
holding gain
to income (88,563) ( 88,563)
----------------------------------------------------------------------------------------------------
Balance at
December 31,
1999 63,600 $6,360 1,276,038 $127,604 $8,807,942 $ - $4,770,852 $(529,840) $13,182,918
Net income 1,433,486 1,433,486
Purchase of
treasury stock (254,895) (254,895)
Dividend paid
to preferred
shareholders (25,405) (25,405)
----------------------------------------------------------------------------------------------------
Balance at
June 30, 2000 63,600 $6,360 1,276,038 $127,604 $8,807,942 $ - $6,178,933 $(784,735) $14,336,104
-----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 16 of 44
<TABLE>
<CAPTION>
SANTA FE FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
------------------------------------------------------------------------------
For the 6 Months For the Years
Ended Ended December 31,
June 30, 2000 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
Operating activities
Net income(loss) $ 1,433,486 $ 1,609,438 $ (379,824)
Adjustments to reconcile net income(loss) to
net cash used in operating activities:
Equity in net income of Justice Investors (2,001,018) (3,459,786) (3,021,878)
Gain on sale of real estate - (1,176,292) -
Minority interest 413,147 1,350,931 408,362
Amortization of excess market value
over carrying value (44,352) (88,706) (88,706)
Depreciation 26,707 117,816 174,034
Net losses on marketable securities - 1,796,767 1,813,378
Net unrealized gain on marketable securities (1,218,374) - -
Write-down of other investments - - 307,665
Change in operating assets and liabilities:
Restricted cash - 53,423 (53,423)
Investment in marketable securities (778,580) (12,480,234) -
Other investments - (55,233) -
Other assets (40,341) 1,162,777 (856,716)
Accounts payable and accrued expenses 561,254 322,987 (56,331)
Due to securities broker (4,845,471) 7,234,411 -
Obligations for securities sold 5,576,691 3,061,800 -
---------- ---------- ---------
Net cash used in operating activities (916,851) (549,901) (1,753,439)
--------- --------- ---------
Investing activities
Cash distributions from Justice Investors 1,254,960 2,997,960 2,509,920
Purchase of marketable securities - (14,217,839) (48,406,976)
Purchase of other investments - - (250,000)
Proceeds from sales of marketable securities - 12,421,072 45,844,651
Purchase of Portsmouth stock (92,392) - -
Purchases of property, furniture and equipment - - (139,445)
Net proceeds from sale of real estate - 2,951,528 -
Purchase of real estate - (4,075,000) -
---------- ---------- ----------
Net cash provided by(used in) investing
activities 1,162,568 77,721 (441,850)
---------- --------- ---------
Financing activities
Increase in due to securities broker - - 2,253,245
Payments on notes payable (8,976) (1,229,896) (19,079)
Borrowings from note payable - 2,117,564 -
Purchase of treasury stock (254,895) (215,874) (313,966)
Dividends paid to minority shareholders of
Portsmouth (63,331) (126,711) (126,713)
Dividends paid to preferred shareholders of
Santa Fe (25,405) (12,879) -
---------- ---------- ----------
Net cash (used in)provided by financing
activities (352,607) 532,204 1,793,487
---------- ---------- ----------
Net (decrease)increase in cash and
cash equivalents (106,890) 60,024 (401,802)
Cash and cash equivalents at the
beginning of the year 169,507 109,483 511,285
---------- ---------- ----------
Cash and cash equivalents at end of year $ 62,617 $ 169,507 $ 109,483
========== ========== ==========
Supplemental information
Income taxes paid, net of refunds $ 797,800 $ 967,171 $ 1,097,800
========== ========== ==========
Interest paid $ 500,018 $ 714,577 $ 279,520
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 17 of 44
SANTA FE FINANCIAL CORPORATION
Notes to the Consolidated Financial Statements
------------------------------------------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Santa Fe Financial Corporation ("Santa Fe" or the "Company") was incorporated
under the name of Tri Financial Corporation in the State of Nevada on July 25,
1967 as a wholly owned subsidiary of Crateo, Inc, a public company. On October
31, 1969, Crateo issued a one-for-one stock dividend of all of its shares of
Tri Financial to its common shareholders. On September 17, 1970, the name of
the Corporation was changed to Santa Fe Financial Corporation.
Santa Fe Financial Corporation's (the "Company") operations have been primarily
limited to partnership income from its investment in Justice Investors and
income from various investment activities. On December 31, 1997, the Company
acquired a controlling 55.4% interest in Intergroup Woodland Village, Inc.
("Woodland Village") from a related party, The InterGroup Corporation
("InterGroup"), which controls approximately 54.3% of the voting stock of the
Company. Woodland Village's major asset is a 27-unit apartment complex located
in Los Angeles, California.
On May 16, 2000, the Board of Directors of Santa Fe approved a change in fiscal
year end of the Company from December 31 to June 30 to coincide with the fiscal
year end of its parent Company, The Intergroup Corporation.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its
68.8% owned subsidiary, Portsmouth Square, Inc. ("PSI"), and its 55.4% owned
subsidiary, Woodland Village. All material intercompany accounts and
transactions have been eliminated in consolidation.
The acquisition of PSI was accounted for as a purchase and the assets and
minority interest of PSI were recorded at their fair values. The Company's
cost was less than its pro rata interest in the fair value of PSI's net assets
by approximately $3.6 million. The excess of fair value over the allocated
carrying amount of the investment in PSI is being amortized to other income
over 40 years. The remaining unamortized amount at June 30, 2000 was $2.5
million.
Cash Equivalents and Restricted Cash
The Company considers all investments purchased with an original maturity of
three months or less to be cash equivalents. Restricted cash is comprised of
amounts held by lenders for payment of real estate taxes, insurance, repairs
and replacements of the rental property, and tenant security deposits.
Investment in Marketable Securities
During 1999, the Company increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall return
on investment activities in the near term. This resulted in portions of the
Company's investments in marketable securities being classified as "trading" as
defined by generally accepted accounting principles. After consultation with
the Investment Committee of the Board of Directors, management determined that
the classification of the entire portfolio as trading beginning July 1, 1999
would be more consistent with the Company's overall investment objectives and
<PAGE> 18 of 44
activities. As a result, beginning July 1, 1999, all unrealized gains and
losses on the Company's investment portfolio were recorded through the income
statement.
The cost of marketable securities sold is determined by the specific
identification method.
Obligations for Securities Sold
Obligation for securities sold represents the fair market value of shares sold
with the promise to deliver that security at some future date and the fair
market value of shares underlying the written call options with the obligation
to deliver that security when and if the option is exercised. The obligation
may be satisfied with current holdings of the same security or by subsequent
purchases of that security. Unrealized gains and losses from changes in the
obligation are included in the income statement.
Rental Property
Rental property is stated at cost. Depreciation of rental property is provided
on the straight-line method based upon estimated useful lives of 5 to 40 years
for buildings and improvements and 5 to 10 years for equipment. Expenditures
for repairs and maintenance are charged to expense as incurred and major
improvements are capitalized.
Accounting for Impairment of Long-lived Assets
The carrying value of real estate is assessed regularly by management based on
operating performance of the property, including the review of occupancy
levels, operating budgets, estimated useful life and estimated future cash
flows. An impairment loss would be recognized when the sum of the undiscounted
future net cash flows is less than the carrying amount of the asset. No such
impairment losses have been recognized during the six months ended June 30 and
years ended December 31, 1999 and 1998.
Furniture and Fixtures
Furniture and fixtures are stated at cost. Depreciation is computed by the
straight-line method over the estimated useful lives of the assets, which range
from 3 to 5 years.
Treasury Stock
The Company records the acquisition of treasury stock under the cost method.
Revenue Recognition
The major source of the Company's revenue was its 49.8% interest in Justice
Investors, a limited partnership which owns and leases a hotel in San
Francisco, California in which the Company's subsidiary, PSI, is both a limited
and general partner. PSI and the Company account for the investment under the
equity method.
Rental income is recognized when earned. Revenue recognition from apartment
rentals commences when an apartment unit is placed in service and occupied by a
rent-paying tenant.
<PAGE> 19 of 44
Earnings per Share
Basic earnings per share is computed by dividing net income available to common
stockholders by the weighted average number of common shares outstanding. The
computation of diluted earnings per share is similar to the computation of
basic earnings per share except that the weighted-average number of common
shares is increased to include the number of additional common shares that
would have been outstanding if potential dilutive common shares had been
issued. The Company's only potentially dilutive common shares are the 6%
cumulative, convertible, voting preferred stock. As of June 30, 2000 and
December 31, 1999 and 1998, the conversion price is above the market value of
the Company's common stock, consequently, the preferred stock is not considered
dilutive. Therefore, basic and diluted earnings per share for the six months
ended June 30, 2000 and the years ended December 31, 1999 and 1998 are the
same.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income Taxes
Deferred income taxes are determined using the liability method. A deferred
tax asset or liability is determined based on the difference between the
financial statement and tax basis of assets and liabilities as measured by the
enacted tax rates which will be in effect when these differences reverse.
Reclassifications
Certain prior year balances have been reclassified to conform with the current
presentation.
NOTE 2 - TRANSITION PERIOD COMPARATIVE DATA
On May 16, 2000, the Board of Directors of Santa Fe approved a change in fiscal
year end of the Company from December 31 to June 30 to coincide with the fiscal
year end of its parent company, The Intergroup Corporation.
<PAGE> 20 of 44
The following schedule presents certain financial information for the six
months ended June 30, 2000 and 1999.
2000 1999
---------- ----------
Revenues
Equity in net income of Justice Investors $ 2,001,018 $ 1,525,683
Rental income 147,732 306,065
Dividend and interest income 429,989 290,490
Net gains(losses) on marketable securities 1,742,972 (2,577,620)
Other income 103,223 64,038
--------- ----------
4,424,934 (391,344)
--------- ----------
Costs and expenses
Property operating expense 66,086 165,856
Mortgage interest expense 89,967 59,989
Depreciation expense 26,707 88,273
Margin interest and trading expenses 536,540 331,986
General and administrative 493,894 449,597
Litigation 14,669 14,472
--------- ----------
1,227,863 1,110,173
--------- ----------
Income(loss) before taxes and minority interest 3,197,071 (1,501,517)
Provision for income tax(expense) benefit (1,350,438) 605,673
--------- ----------
Income(loss) before minority interest 1,846,633 (895,844)
Minority interest (413,147) (326,603)
--------- ----------
Net income(loss) 1,433,486 (1,222,447)
Preferred stock dividends (25,405) -
--------- ----------
Income available to common shareholders $ 1,408,881 $(1,222,447)
========= ==========
Basic earnings(loss) per share $ 1.17 $ (0.99)
========= ===========
Weighted average number of shares outstanding 1,202,533 1,237,774
========= ===========
Comprehensive income
Net income(loss) $ 1,433,486 $(1,222,447)
Other comprehensive income:
Unrealized holding loss
on marketable securities - (1,970,349)
Reclassification adjustment for holding
loss included in net earnings - 2,577,620
Income tax benefit related to
other comprehensive income - 562,957
--------- -----------
Total comprehensive income $ 1,433,486 $ (52,219)
========= ===========
NOTE 3 - INVESTMENT IN MARKETABLE SECURITIES
Marketable securities are stated at market value as determined by the most
recently traded price of each security at the balance sheet date. Beginning
July 1, 1999, all marketable securities were classified as "trading securities"
as defined by generally accepted accounting principles. As a result, all
unrealized gains and losses on the Company's investment portfolio were recorded
through the income statement.
<PAGE> 21 of 44
During 1999, the Company increased the turnover of its investment portfolio and
engaged in increased trading activities designed to maximize the overall return
on investment activities in the near term. This resulted in portions of the
Company's investments in marketable securities being classified as "trading" as
defined by generally accepted accounting principles. After consultation with
the Investment Committee of the Board of Directors, management determined that
the classification of the entire portfolio as trading beginning July 1, 1999
would be more consistent with the Company's overall investment objectives and
activities. As a result, beginning July 1, 1999, all unrealized gains and
losses on the Company's investment portfolio were recorded through the income
statement. For the twelve months ended December 31, 1999, the Company
recognized a net unrealized gain of $4,113,680 related to the reclassification
of all available-for-sale securities to trading securities.
Gross unrealized gains and losses included in earnings from the transfer of
securities from available-for-sale to trading totaled $7,118,996 and $3,005,316
respectively, for the year ended December 31, 1999.
The net unrealized gain on trading securities included in earnings during the
years ended December 31, 1999 and 1998 were $3,579,665 and $184,989,
respectively.
Proceeds from sales of available-for-sale securities for the year ended
December 31, 1999 were $12,421,072. Gross realized gains and losses on those
sales for the year ended December 31, 1999 were $1,632,440 and $3,317,340,
respectively.
NOTE 4 - INVESTMENT IN JUSTICE INVESTORS
The major source of revenue of PSI is its 49.8% interest in Justice Investors,
a limited partnership which owns and leases a hotel in San Francisco,
California, and in which PSI is both a limited and general partner. PSI
records its investment on the equity basis. Condensed financial statements for
Justice Investors are presented below.
CONDENSED BALANCE SHEET
As of June 30, 2000
----
Assets
Total current assets $2,304,287
Property, plant and equipment, net of accumulated
depreciation of $11,554,786 5,015,742
Loan fees and deferred lease costs, net of accumulated
amortization of $8,124 147,067
---------
$7,467,096
=========
Liabilities and partners' equity
Total current liabilities $ 237,369
Partners' capital 7,229,727
---------
$7,467,096
=========
<PAGE> 22 of 44
CONDENSED STATEMENTS OF OPERATIONS
For the 6 Months For the Years
Ended Ended December 31,
June 30, 2000 1999 1998
------------- ------- -------
Revenues $4,445,597 $7,791,402 $7,036,744
Costs and expenses (427,488) (844,039) (968,716)
--------- --------- ---------
Net income $4,018,109 $6,947,363 $6,068,028
========= ========= =========
NOTE 5 - RENTAL PROPERTY
In July 1999, the Company's subsidiary, Woodland Village, completed the sale of
its 100-unit apartment complex located in Cincinnati, Ohio for $3,125,000 and
realized a gain on the sale of real estate of $1,176,292. In September 1999,
proceeds from the sale were used by Woodland Village to purchase a 27-unit
multi-family apartment complex located in Los Angeles, California for
$4,075,000 in a 1031 tax-deferred exchange. To complete the purchase, Woodland
Village obtained a $1,955,000 30-year mortgage note and two 5-year interest
only loans of $201,928 and $162,563 from the Company and InterGroup,
respectively. The mortgage note has a 7.73% interest rate and the interest
rates for the 5-year loans are at 7.75%. The $201,928 loan from the Company
was eliminated in consolidation.
At June 30, 2000, rental property included the following:
Investment in real estate:
Land $ 1,996,750
Buildings, improvements and equipment 2,084,620
Accumulated depreciation on buildings,
improvements and equipment ( 42,287)
---------
$4,039,083
=========
NOTE 6 - DUE TO SECURITIES BROKER
Various securities brokers have advanced funds to the Company for the purchase
of marketable securities under standard margin agreements.
NOTE 7 - NOTES PAYABLE
In July 1999, the Company's subsidiary, Woodland Village, completed the sale
of its 100-unit apartment complex located in Cincinnati, Ohio for $3,125,000.
A portion of the proceeds from the sale were used to pay-off the outstanding
mortgage payable on the property of $1,215,565. The mortgage carried an
interest rate of 9.25%.
At June 30, 2000, the balance on notes payable was $2,106,227. Included in
notes payable balance is a mortgage in the amount of $1,943,664 and a note
payable to InterGroup in the amount of $162,563. The 30-year mortgage is
collateralized by a trust deed on the apartment complex. The interest rate on
the loan is 7.73% for the first 120 months. Principal and interest payments of
<PAGE> 23 of 44
$13,978.85 are required monthly until September 23, 2009, at which point, the
monthly payments will be recalculated based on a new interest rate of 2.15% in
excess of the twelve-month average annual yield of United States Treasury
Securities. The new interest rate cannot exceed 11.879%. The $162,563 note
payable to Intergroup carries an interest rate of 7.75% per annum payable at
the end of each quarter. All unpaid principal and interest under the note are
due on September 29, 2004. The annual principal payments on the mortgage and
note payable for the five-year period commencing July 1, 2000 are approximately
as follows:
Year ending June 30,
--------------------
2001 $ 18,136
2002 19,589
2003 21,158
2004 22,853
2005 187,247
Thereafter 1,837,244
---------
Total $2,106,227
=========
NOTE 8 - INCOME TAXES
The Company and PSI file separate tax returns for both federal and state
purposes. The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
Year ended
For the 6 Months December 31,
Ended June 30, 2000 1999 1998
------------------- ---- ----
<S> <C> <C> <C>
Federal
Current $ 535,156 $ 997,383 $ 799,995
Deferred 612,717 1,422,974 (824,114)
--------- --------- ---------
1,147,873 2,420,357 (24,119)
--------- --------- ---------
State
Current 94,439 279,192 213,550
Deferred 108,126 68,597 (232,773)
--------- --------- ---------
202,565 347,789 (19,223)
--------- --------- ---------
$1,350,438 $2,768,146 $ (43,342)
========= ========= =========
</TABLE>
<TABLE>
<CAPTION
A reconciliation of the statutory federal income tax rate to the effective tax
rate is as follows:
For the 6 Years ended
Months Ended December 31,
June 30, 2000 1999 1998
------------ ---- ----
<S> <C> <C> <C>
Statutory federal tax rate 34.0% 34.0% 34.0%
Amortization of excess of fair value over the
allocated carrying amount of the investment in PSI - - 203.7
Dividends received deduction - - 50.4
State income taxes, net of federal tax benefit 6.1 6.1 (164.5)
Operating losses for which no benefit has been
provided, net of change in the valuation allowance - - 174.7
Other 2.1 6.3 (5.5)
----- ----- -----
42.2% 46.4% 292.8%
===== ===== =====
<PAGE> 24 of 44
The components of the Company's deferred tax assets and (liabilities) as of
June 30, 2000 are as follows:
Deferred tax assets
Net operating loss carryforwards $ 530,972
State income taxes 2,056
Capital loss carryforwards 1,400,700
----------
Gross deferred tax asset 1,933,728
Valuation allowance (360,949)
----------
Net deferred tax asset 1,572,779
Deferred tax liability related to
Unrealized gain on marketable securities (1,572,779)
Deferred gain on real estate sale (852,000)
----------
Net deferred (liabilities) (2,424,779)
----------
Net deferred tax (liabilities) $ (852,000)
==========
As of June 30, 2000, the Company had net capital losses available for
carryforward for income tax purposes totaling approximately $3,501,751. The
carryforward expires in varying amounts through 2003. As of June 30, 2000, the
Company also had a net operating loss available for carryforward of $1,921,890.
The net operating loss carryforward expires in varying amounts through 2016.
NOTE 9 - SHAREHOLDERS' EQUITY
On December 31, 1997, the Company issued 31,800 shares of 6% cumulative,
convertible voting preferred stock (the "Preferred Stock")in exchange for a
55.4% interest in Woodland from InterGroup. As a result of the Company's two-
for-one stock split, the number of Preferred Shares was adjusted to 63,600.
Each share of Preferred Stock has a liquidation preference of $13.50 and is
convertible into one share of restricted common stock of the Company at an
exercise price of $13.50 per share, with an eight year conversion exercise
period. The preferred stock has voting rights as if converted into common
stock. InterGroup elected to forego any dividend payments on the preferred
stock for the year ended December 31, 1998. Beginning October 1, 1999,
Intergroup will no longer forgo dividend payments on its preferred stock. For
the six months ended June 30, 2000 and the year ended December 31, 1999, the
Company paid preferred stock dividends of $25,405 and $12,880, respectively, to
Intergroup.
On June 15, 1998, the Company issued a two-for-one stock split in the form of a
stock dividend to its shareholders of record as of May 22, 1998. Where
applicable, the Company's financial statements have been restated to reflect
the impact of the stock split.
NOTE 10 - RELATED PARTY TRANSACTIONS
As of June 30, 2000, InterGroup owned approximately 47.7% of the Company's
outstanding common stock and 100% of the Company's preferred stock for a total
of 50.4% of all outstanding voting stock. In addition, the Chairman and Chief
Executive Officer of InterGroup, who is also the Company's Chairman and Chief
<PAGE 25 of 44
Executive Officer, owned approximately 4.1% of the Company's outstanding common
stock as of June 30, 2000. Effective June 30, 1998, the Company's Chairman and
Chief Executive Officer entered into a voting trust agreement with InterGroup,
giving InterGroup the power to vote the shares that he owns in the Company. As
a result of that agreement, InterGroup has the power to vote approximately
54.3% of the voting shares of the Company.
As of June 30, 2000, the Company's subsidiary, Woodland Village, has a note
payable in the amount of $162,563 from InterGroup. The note carries a 7.75%
interest rate and matures on September 29, 2004.
The Intergroup Corporation allocates corporate expenses to the Company and its
subsidiary based on management's estimate of the pro rata utilization of
resources. During the six months ended June 30, 2000 and the years ended
December 31, 1999 and 1998, the Company and Portsmouth made payments to
InterGroup of approximately $129,000, $195,000, and $162,000, respectively, for
administrative costs and reimbursement of direct and indirect costs associated
with the management of the Companies and their investments, including the
partnership asset.
For the six months ended June 30, 2000 and the year ended December 31, 1999,
the Company paid preferred stock dividends of $25,405 and $12,880,
respectively, to Intergroup.
The Company's President and Chief Executive Officer, John V. Winfield, directs
the investment activity of the Company in public and private markets pursuant
to authority granted by the Board of Directors. Mr. Winfield also serves as
Chief Executive Officer of Portsmouth and InterGroup and directs the investment
activity of those companies. An employee of InterGroup helps manage the
portfolios of the Company and Portsmouth in consultation with Mr. Winfield.
The Company and Portsmouth reimburse InterGroup for an allocated portion of the
compensation and benefits of such employee. Depending on certain market
conditions and various risk factors, the Chief Executive Officer, his family,
Portsmouth and InterGroup may, at times, invest in the same companies in which
the Company invests. The Company encourages such investments because it places
personal resources of the Chief Executive Officer and his family members, and
the resources of Portsmouth and InterGroup, at risk in connection with
investment decisions made on behalf of the Company. All of the Company's
Directors serve as directors of InterGroup and all three of the Company's
Directors serve on the Board of Portsmouth.
NOTE 11- COMMITMENTS AND CONTINGENCIES
During 1997, the Company and the director defendants prevailed in their defense
of a shareholders' derivative suit related to the private placement of 90,000
shares of common stock and warrants for the purchase of an additional 90,000
shares to InterGroup. As prevailing parties, the Company and the director
defendants made application to the Superior Court for recovery of the
attorney's fees and costs expended in the successful defense of this
litigation. During March 1998, the trial court entered a judgment in favor of
the Company and the director defendants and granted the applications for
attorneys' fees and costs in the total amount of approximately $936,000 plus
interest at the statutory rate of 10% per annum. On January 21, 2000, the Court
of Appeal affirmed that award of attorney's fees and costs. On March 1, 2000,
the plaintiffs filed a Petition for Review of that decision with the California
Supreme Court. On April 12, 2000, the California Supreme Court granted the
Petition for Review, but deferred further action pending consideration and
disposition of a related issue in another case before the Court, or pending
further order of the Court. On September 20, 2000, the California Supreme
Court entered an order dismissing the Petition for Review. The Company will
not record the award of attorneys' fees and costs until it is received.
<PAGE 26 of 44
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company as of June 30, 2000:
</TABLE>
<TABLE>
<CAPTION>
Present
Position Director
Name Age With the Company Since Term to Expire
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John V. Winfield 53 Chairman, President 1995 2000 Annual Meeting
and Chief Executive
Officer (1)
William J. Nance 56 Director (1)(2) 1996 2000 Annual Meeting
John C. Love 60 Director (1)(2) 1998 2000 Annual Meeting
Michael G. Zybala 48 Vice President,
Secretary, Treasurer
and General Counsel N/A N/A
---------------------------
</TABLE>
(1) Member of Securities Investment Committee
(2) Member of Audit Committee
BUSINESS EXPERIENCE:
The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Company are as
follows:
John V. Winfield - Mr. Winfield was first elected to the Board in May of 1995
and currently serves as the Company's Chairman of the Board, President and
Chief Executive Officer, having been appointed as such in April 1996. Mr.
Winfield is also the Chairman of the Board, President and Chief Executive
Officer of the Company's subsidiary Portsmouth, having held those positions
since May of 1996. Mr. Winfield is Chairman of the Board, President and Chief
Executive Officer of InterGroup, a public company, and has held those positions
since 1987. Mr. Winfield is also a director of Healthy Planet Products, Inc.
("HPP"), a public company, having first been appointed on September 17, 1997.
Mr. Winfield was elected Chairman of the Board of HPP on August 5, 1998. Mr.
Winfield also serves as Chairman of the Board of Etz Lavud, Ltd., a public
company.
<PAGE> 27 of 44
William J. Nance - Mr. Nance was first elected to the Board in May of 1996.
Mr. Nance is also a director of Portsmouth. Mr. Nance is the President and
CEO of Century Plaza Printers, Inc., a company he founded in 1979. He has
also served as a consultant in the acquisition and disposition of multi-family
and commercial real estate. Mr. Nance is a Certified Public Accountant and,
from 1970 to 1976, was employed by Kenneth Leventhol & Company where he was a
Senior Accountant specializing in the area of REITS and restructuring of real
estate companies, mergers and acquisitions, and all phases of real estate
development and financing. Mr. Nance is a Director and the Treasurer of The
InterGroup Corporation, a public company, and has held such positions since
1984. Mr. Nance also serves as a Director of HPP, having first been elected on
August 5, 1998.
John C. Love - Mr. Love was appointed a Director of the Company on March 5,
1998. Mr. Love is an international hospitality and tourism consultant based in
Orinda, California. He was formerly a partner in the national CPA and
consulting firm of Pannell Kerr Forster. Mr. Love has extensive experience in
hotel development, acquisition and operations. He is chairman emeritus of
Golden Gate University in San Francisco. Mr. Love is also a Director of
Portsmouth, having first been appointed in March 1998, and a Director of
InterGroup, having first been appointed in January 1998.
Michael G. Zybala - Mr. Zybala was appointed as Vice President and Secretary
of the Company on February 20, 1998 and was appointed Treasurer on May 16,
2000. He is also Vice President, Secretary, Treasurer and General Counsel of
Portsmouth. Mr. Zybala has served as the Company's General Counsel since 1995
and has represented the Company as its corporate counsel since August 1993.
Mr. Zybala is a Director of HPP and serves as the company's Secretary. He was
first appointed as a Director of HPP on June 17, 1998 and elected as Secretary
on August 5, 1998. Mr. Zybala also serves as Vice President Operations of
InterGroup, having been appointed to that position in January 1999.
Family Relationships: There are no family relationships among directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers.
Involvement in Certain Legal Proceedings: No director or executive officer, or
person nominated or chosen to become a director or executive officer, was
involved in any legal proceeding requiring disclosure.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and each beneficial owner of more than ten percent of
the Common Stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during fiscal 2000 all
filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with.
<PAGE 28 of 44
Item 10. Executive Compensation
The following table provides certain summary information concerning
compensation awarded to, earned by, or paid to the Chief Executive Officer
and any other qualifying Executive Officers and employees who earned more than
$100,000 for all services rendered to the Company and its subsidiaries for
fiscal years ended June 30, 2000, 1999 and 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
---------------------------------------------
Name and Principal Other Annual
Position Year Salary Bonus Compensation
------------------ ---- ------ ----- -------------
<S> <C> <C> <C> <C>
John V. Winfield 2000 $240,000(1) $ 0 $12,000(2)
Chairman, President and 1999 $188,282(1) $ 0 $12,000(2)
Chief Executive Officer 1997 $121,319(1) $ 0 $12,000(2)
Michael G. Zybala 2000 $ 97,466(3) $15,000 -
Vice President, Secretary,
Treasurer and General Counsel
-----------------------------
</TABLE>
(1) Includes salary received from the Company's subsidiary, Portsmouth, in the
amounts of $90,000, $63,907, and $35,115 for the fiscal years 2000, 1999 and
1998 respectively.
(2) Amounts shown reflect regular annual director's fees paid by Santa Fe and
Portsmouth, each in the amount of $6,000. During fiscal 2000 and 1999, the
Company and Portsmouth also paid annual premiums of $24,900 and $16,600,
respectively, for a split dollar whole life insurance policy, owned by, and the
beneficiary of which is, a trust for the benefit of Mr. Winfield's family. The
Company has a secured right to receive, from any proceeds of the policy,
reimbursement of all premiums paid prior to any payments to the beneficiary.
(3) Approximately $84,000 of Mr. Zybala's salary and bonus was allocated to
Portsmouth.
As a small business issuer, Santa Fe has no compensation committee. Executive
Officer compensation is set by disinterested members of the Board of Directors.
Santa Fe has no stock option plan or stock appreciation rights for its
executive officers. The Company has no pension or long-term incentive plans.
There are no employment contracts between Santa Fe and any executive officer,
nor are there any termination-of-employment or change-in-control arrangements.
DIRECTOR COMPENSATION
The bylaws of Santa Fe permit directors to be paid a fixed sum for attendance
at each meeting of the Board or a stated salary as director. Each director is
paid a fee of $1,500 per quarter for a total annual compensation of $6,000.
This policy has been in effect since July 1, 1985.
<PAGE> 29 of 44
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security ownership of Certain Beneficial Owners
The following table sets forth, as of September 15, 2000, certain
information with respect to the beneficial ownership of the Company's voting
securities owned by those persons or groups known by the Company to own more
than five percent of any class of the Company's voting securities.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Owner (1) Class (2)
------------------- ---------------------- ----------
<S> <C> <C>
Guinness Peat Group plc ("GPG") 82,858(3) 6.95%
Allied Mutual Insurance
Services ("AMI")
Second Floor, 21-26 Garlick Hill
London ECHV 2AU, England
The InterGroup Corporation 632,596(4) 50.40%
820 Moraga Drive
Los Angeles, CA 90049
John V. Winfield 49,400 4.14%
820 Moraga Drive
Los Angeles, CA 90049
The InterGroup Corporation and 681,996(5) 54.30%
John V. Winfield as a group
------------------------------
(1) Unless otherwise indicated, and subject to applicable community property
laws, each person has sole voting and investment power with respect to the
shares beneficially owned.
(2) Percentages are calculated on the basis of 1,192,310 shares of Common Stock
issued and outstanding as of September 15, 2000, plus any securities that
person has the right to acquire within 60 days pursuant to options,
warrants, conversion privileges or other rights.
(3) Based on their Statement on Schedule 13D (Amendment No. 5) dated January 4,
1995, GPG and its wholly-owned subsidiary AMI claim shared power to vote,
or to direct the vote, and to dispose of, or to direct the disposition
of, 82,858 shares (post stock split) of Santa Fe's Common Stock owned
beneficially and of record by GPG and through AMI. Of that amount,
52,858 shares are beneficially owned by GPG and 30,000 by AMI.
(4) InterGroup is the beneficial owner of 568,996 shares of Common Stock and
63,600 shares of convertible, voting preferred stock, which shares are
entitled to vote as if converted to Common Stock.
(5) Pursuant to Voting Trust Agreement dated June 30, 1998, InterGroup has the
power to vote the 49,400 shares of Common Stock owned by Mr. Winfield. As
President, Chairman of the Board and a 50.1% shareholder of InterGroup,
Mr. Winfield has voting and dispositive power over the shares owned
of record and beneficially by InterGroup.
As of September 15, 2000, there were 1,192,310 shares of the Company's Common
Stock outstanding, which were held by approximately 528 shareholders of record.
<PAGE> 30 of 44
(b) Security Ownership of Management
The following table sets forth, as of September 15, 2000, certain
information with respect to the beneficial ownership as to each class of the
Company's equity securities beneficially owned by all directors, each of the
named executive officers and directors and executive officers as a group.
</TABLE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Owner(1) Class (2)
------------------- ------------------- ----------
<S> <C> <C>
John V. Winfield 681,996(3) 54.30%
820 Moraga Drive
Los Angeles, CA 90049
John C. Love 0 *
820 Moraga Drive
Los Angeles, CA 90049
William J. Nance 0(4) *
820 Moraga Drive
Los Angeles, CA 90049
Michael G. Zybala 0 *
820 Moraga Drive
Los Angeles, CA 90049
All of the above as a group 681,996 54.30%
---------------------------
* Ownership does not exceed 1%
(1) Unless otherwise indicated, and subject to applicable community property
laws, each person has sole voting and investment power with respect to the
shares beneficially owned.
(2) Percentages are calculated on the basis of 1,192,310 shares of Common Stock
issued and outstanding as of September 15, 2000, plus any securities that
person has the right to acquire within 60 days pursuant to options,
warrants, conversion privileges or other rights.
(3) John V. Winfield is the sole beneficial owner of 49,400 shares of Common
Stock. InterGroup is the beneficial owner of 568,996 shares of Common
Stock and 63,600 shares of convertible, voting preferred stock. As the
President, Chairman of the Board and a 50.1% shareholder of InterGroup, Mr.
Winfield has voting and dispositive power with respect to the shares of
Santa Fe owned of record and beneficially by InterGroup.
(4) William J. Nance is a 2.4% shareholder of InterGroup as well as a
Director and Treasurer thereof. John C. Love is also a Director of
InterGroup and a less than 1% shareholder.
Security Ownership of Management in Subsidiary
As of September 15, 2000, Santa Fe was the record and beneficial owner of
505,042 shares of the common stock of its 68.8%-owned subsidiary, Portsmouth
Square, Inc. The President and Chairman of the Board of Santa Fe has voting
power with respect to common shares of Portsmouth owned by Santa Fe. No other
director or executive officer of Santa Fe has a beneficial interest in
Portsmouth's shares.
<PAGE> 31 of 44
(c) Changes in Control
There are no arrangements which may result in a change in control of the
Company.
Item 12. Certain Relationships and Related Transactions
As of September 15, 2000, Santa Fe owned 68.8% of the common stock of
Portsmouth, and InterGroup and John V. Winfield, in the aggregate, owned
approximately 54.3% of the voting stock of Santa Fe. Certain costs and
expenses, primarily salaries, rent and insurance, are allocated between the
Company, its subsidiary, Portsmouth, and InterGroup based on management's
estimate of the utilization of resources. Effective June 30, 1998, certain
accounting and administrative functions of the Company and its subsidiaries,
were transferred to the Los Angeles, California offices of InterGroup. During
the fiscal years ended June 30, 2000 and 1999, the Company and Portsmouth made
payments to InterGroup in the total amount of approximately $226,000 and
$178,000, respectively, for administrative costs and reimbursement of direct
and indirect costs associated with the management of the Companies and their
investments, including the partnership asset.
In September 1999, the Company's subsidiary, Woodland Village, obtained a 5-
year interest only note in the amount of $162,563 from InterGroup. The note
carries a 7.75% interest rate and matures on September 29, 2004.
During fiscal 2000, the Company paid $25,760 preferred stock dividends to
Intergroup.
The Company's President and Chief Executive Officer, John V. Winfield, directs
the investment activity of the Company in public and private markets pursuant
to authority granted by the Board of Directors. Mr. Winfield also serves as
Chief Executive Officer of Portsmouth and InterGroup and directs the investment
activity of those companies. An employee of InterGroup helps manage the
portfolios of the Company and Portsmouth in consultation with Mr. Winfield.
The Company and Portsmouth reimburse InterGroup for an allocated portion of the
compensation and benefits of such employee. Depending on certain market
conditions and various risk factors, the Chief Executive Officer, his family,
Portsmouth and InterGroup may, at times, invest in the same companies in which
the Company invests. The Company encourages such investments because it places
personal resources of the Chief Executive Officer and his family members, and
the resources of Portsmouth and InterGroup, at risk in connection with
investment decisions made on behalf of the Company. All of the Company's
Directors serve as directors of InterGroup and all three of the Company's
Directors serve on the Board of Portsmouth.
In December 1998, Board of Directors authorized the Company to obtain whole
life insurance and split dollar insurance policies covering the Company's
President and Chief Executive Officer, Mr. Winfield. During fiscal years 2000
and 1999, the Company paid annual premiums of 24,900 for the split dollar whole
life insurance policy, owned by, and the beneficiary of which is, a trust for
the benefit of Mr. Winfield's family. The Company has a secured right to
receive, from any proceeds of the policy, reimbursement of all premiums paid
prior to any payments to the beneficiary. During fiscal 2000 and 1999,
Portsmouth paid annual premiums of $16,600 for a split dollar policy also
covering Mr. Winfield.
There are no other relationships or related transactions between the Company
and any of its officers, directors, five-percent security holders or their
families which require disclosure.
<PAGE> 32 of 44
Item 13. Exhibits and Reports on Form 8-K
(a) Listing of Exhibits by Table Number
-----------------------------------
Set forth below is an index of applicable exhibits filed with this report
according to exhibit table number.
Exhibit Page
------- ----
3.(i) Articles of Incorporation ***
(ii) Bylaws (Amended February 15, 2000) ****
4. Instruments defining he rights of Security Holders, *
including indentures (see Articles of Incorporation
and Bylaws)
10. Material Contracts
(a) Securities Purchase Agreement dated December 20, **
1994 between Santa Fe Financial Corporation and
The InterGroup Corporation
21. Subsidiaries:
(1) Portsmouth Square, Inc. (68.8%)
Incorporated on July 6, 1967 in California
(2) Intergroup Woodland Village, Inc. (55.4%)
Incorporated on August 5, 1993 in Ohio
27. Financial Data Schedule 44
* All exhibits marked by an asterisk have been previously filed with other
documents, including Registrant's Form 10 filed on October 27, 1967, and
subsequent filings on forms 8-K, 10-K and 10-Q which are incorporated
herein by reference.
** Securities Purchase Agreement dated December 20, 1994 between Santa Fe
Financial Corporation and The InterGroup Corporation was previously filed
on March 31, 1995 with Registrant's Form 10-K Annual Report for the year
ended December 31, 1994 and is incorporated herein by reference.
*** Restated Articles of Incorporation, dated August 12, 1997, were previously
filed on March 31, 1998 with Registrant's Form 10-KSB Annual Report for
the year ended December 31, 1997 and is incorporated herein by reference.
**** Amendment to Bylaws are incorporated herein by reference to the Company's
Form 10-KSB filed with the Commission March 29, 2000.
<PAGE> 33 of 44
(b) Reports on Form 8-K
-------------------
The following report on Form 8-K was filed during the last quarter of the
period covered by this report:
Date of Report Description of Items Reported
-------------- -----------------------------
May 16, 2000 Election of Directors and ratification
of independent accountants; increase in
stock buy-back program; change in fiscal
year end.
(c) Financial Statements and Schedules Required by Regulation S-X
-------------------------------------------------------------
The following financial statements of Justice Investors are included in
Item 13:
PAGE
Independent Auditor's Report 35
Balance Sheet - December 31, 1999 and 1998 36
Statements of Income and Partners' Capital - Years 37
Ended December 31, 1999 and 1998
Statements of Cash Flows - Years Ended 38
December 31, 1999 and 1998
Notes to Financial Statements - December 31, 1999 and 1998 39
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
<PAGE> 34 of 44
COLLIER & MARKOWITZ
CERTIFIED PUBLIC ACCOUNTANTS
(SUCCESSORS TO AARON, BLUM & COLLIER)
235 MONTGOMERY STREET, SUITE 1049
SAN FRANCISCO, CALIFORNIA 94104
TEL (415) 982-7852
FAX (415) 982-1429
January 28, 2000
To the Partners
Justice Investors
(A Limited Partnership)
San Francisco, California
Independent Auditor's Report
----------------------------
We have audited the accompanying balance sheets of Justice Investors (A Limited
Partnership) as of December 31, 1999, and 1998, and the related statements of
income and partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Justice Investors (A Limited
Partnership) as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ COLLIER AND MARKOWITZ
Certified Public Accounts
<PAGE> 35 of 44
</TABLE>
<TABLE>
<CAPTION>
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
December 31, 1999 and 1998
--------------------------
1999 1998
---- ----
ASSETS
------
<S> <C> <C>
Current assets
Cash $ 15,453 $ 3,265
Rents receivable 2,198,898 1,688,253
Prepaid expenses 5,221 4,886
--------- --------
Total current assets 2,219,572 1,696,404
--------- --------
Fixed assets
Office equipment (net of accumulated
depreciation of $4,757 in 1999 and
$3,846 in 1998) 796 1,707
Building and improvements (net of accumulated
depreciation of $11,369,228 in 1999 and
$10,995,627 in 1998) 4,076,774 4,450,375
Land 1,124,128 1,124,128
--------- ---------
Total fixed assets 5,201,698 5,576,210
--------- ---------
Other assets
Loan fees (net of accumulated amortization
of $140,440 in 1999 and $110,875 in 1998) 147,817 177,382
Deferred lease costs (net of accumulated
amortization of $7,016 in 1999 and
$5,908 in 1998) 15,140 16,247
--------- ---------
Total other assets 162,957 193,629
--------- ---------
Total assets $7,584,227 $7,466,243
========= =========
</TABLE>
<TABLE>
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
<S> <C> <C>
Current liabilities
Trade accounts payable and accrued expenses $ 45,520 $ 50,539
Rents received in advance 206,250 200
Accrued interest 9,292 6,553
--------- ---------
Total current liabilities 261,062 57,292
Long-term liabilities
Notes payable 1,591,547 2,604,686
--------- ---------
Total liabilities 1,852,609 2,661,978
Commitment - Lease commission --------- ---------
Partners' capital 5,731,618 4,804,265
--------- ---------
Total liabilities and partners' capital $7,584,227 $7,466,243
========= =========
</TABLE> 44
The accompanying notes are an integral part of these financial statements.
<PAGE> 36 of
<TABLE>
<CAPTION>
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND PARTNERS' CAPITAL
Years Ended December 31, 1999 and 1998
--------------------------------------
1999 1998
---- ----
<S> <C> <C>
Revenues
Rental income
Hotel $6,368,921 $5,677,119
Garage 1,379,523 1,337,833
Other 2,400 2,400
--------- ---------
Total rental income 7,750,844 7,017,352
Interest income 4,893 -
Miscellaneous income 35,665 19,392
--------- ---------
Total revenues 7,791,402 7,036,744
--------- ---------
Expenses
Interest 52,187 175,468
Depreciation and amortization 405,184 423,320
Lease commission 63,690 56,771
Property taxes 41,627 41,928
General and administrative
Administrative expenses 150,000 150,000
Accounting fees 8,348 9,999
Audit and tax preparation 43,435 25,527
Business taxes 23,223 20,554
Bank charges 8,634 6,935
Consultants 1,050 5,005
Franchise taxes 800 800
Insurance expense 40,374 45,518
Legal fees 4,758 6,178
Office expense and miscellaneous 729 713
--------- ---------
Total expenses 844,039 968,716
--------- ---------
Net income 6,947,363 6,068,028
Partners' capital at beginning of
year 4,804,265 3,776,240
Less distributions to partners (6,020,010) (5,040,003)
--------- ---------
Partners' capital at end of year $5,731,618 $4,804,265
========= =========
</TABLE>
The accompanying notes are in integral part of these financial statements.
<PAGE> 37 of 44
<TABLE>
<CAPTION>
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
Years Ended December 31, 1999 and 1998
--------------------------------------
Increase (Decrease) in Cash and Cash Equivalents
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities
Cash received from tenants $ 7,446,249 $5,588,801
Interest received 4,893 -
Miscellaneous income received 35,665 -
Interest paid (49,448) (168,915)
Cash paid for other operating
activities (392,022) (357,178)
Net cash provided by operating -------- --------
activities 7,045,337 5,062,708
--------- ---------
Cash flows from financing activities
Distributions to partners (6,020,010) (5,040,003)
Proceeds from borrowing of long-
term debt 3,043,509 3,992,727
Principal payments of long-term
debt (4,056,648) (4,012,167)
Net cash used in financing --------- ---------
activities (7,033,149) (5,059,443)
--------- ---------
Net increase in cash and
cash equivalents 12,188 3,265
Cash and cash equivalents at
beginning of year 3,265 -
--------- ---------
Cash and cash equivalents at end
of year $ 15,453 $ 3,265
========= =========
Reconciliation of net income to net
cash provided by operating
activities
Net income $6,947,363 $6,068,028
--------- ---------
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities
Depreciation and amortization 405,184 423,320
Rents receivable (510,645) (1,222,502)
Prepaid expenses (335) 29,737
Accounts payable (5,019) (36,378)
Rents received in advance 206,050 (206,050)
Interest payable 2,739 6,553
--------- ---------
97,974 (1,005,320)
--------- ---------
Net cash provided by operating
activities $7,045,337 $5,062,708
========= =========
Supplemental disclosures of cash
flows information:
Cash paid during the year for:
Interest $ 49,448 $ 168,915
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 38 of 44
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
Organization
------------
Justice Investors, a Limited Partnership (the "Partnership"), was formed in
1967 to acquire real property in San Francisco, California, for the development
and lease of hotel and related facilities. The leases became effective during
1970 upon completion of the hotel and parking garage. The lease of the hotel
provides for the Partnership to receive certain percentages of hotel revenue,
as defined, to December 31, 2004, with a five-year renewal option. The parking
garage lease provides for payments of certain percentages of parking receipts
to November 30, 2010.
Rents Receivable
----------------
Management believes that all rents receivable as of December 31, 1999 and 1998,
were fully collectible. Therefore, no allowance for doubtful accounts was
recorded.
Depreciation
------------
Depreciation on the hotel facilities is computed using the straight line method
over a useful life of 40 years. Building improvements are being depreciated on
a straight line basis over their useful lives ranging from 5 to 39 years.
Office equipment is being depreciated using the 150% declining balance method
with a useful life of 5 years.
Amortization
------------
Loan fees are amortized using the straight line method over 10 years. Deferred
lease costs are amortized using the straight line method over 15 years.
Income Tax
----------
No income taxes have been provided in the accompanying financial statements
since the Partnership profits and losses are reportable by the partners on
their individual income tax returns.
Statement of Cash Flows
-----------------------
For purposes of the statement of cash flows, cash equivalents include time
deposits, certificates of deposit, and all highly liquid debt instruments with
original maturities of three months or less.
<PAGE> 39 of 44
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
SIGNIFICANT ACCOUNTING POLICIES (continued)
-------------------------------
Use of Estimates
----------------
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
LONG-TERM DEBT
--------------
At December 31, 1999 and 1998, long-term debt consisted of the following:
<TABLE>
1999 1998
---- ----
<S> <C> <C>
Note payable to Wells Fargo Bank collateralized
by first deed of trust on land, hotel property
and the Partnership's interest in hotel and
garage leases. The note provides for interest
at LIBOR plus 2% per annum to a total capped
rate of 11.5% up to $4,000,000 due December
31, 2004 $ - $2,590,000
Note payable to Wells Fargo Bank collateralized
by first deed of trust on land, hotel property
and the Partnership's interest in hotel and
garage leases. The note provides for interest
at prime rate per annum due December 31, 2004 1,591,547 14,686
--------- ---------
$1,591,547 $2,604,686
========= =========
</TABLE>
Under the terms of the revolving reducing line of credit with Wells Fargo Bank,
the above notes are subject to a maximum credit limit as follows:
December 31, 1998 $6,796,678
December 31, 1999 6,506,363
December 31, 2000 6,182,662
December 31, 2001 5,821,736
December 31, 2002 5,419,302
December 31, 2003 4,970,590
December 31, 2004 4,470,275
<PAGE> 40 of 44
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
LONG-TERM DEBT (continued)
--------------
Maturities of long-term debt for each of the next five years are as follows:
2000 $ -
2001 -
2002 -
2003 -
2004 1,591,547
MINIMUM FUTURE RENTALS
----------------------
Minimum future rentals to be received on non-cancelable leases as of December
31, 1999 for each of the next five years and in the aggregate are:
2000 $ 2,761,000
2001 2,761,000
2002 2,761,000
2003 2,761,000
2004 2,761,000
Subsequent to 2004 1,544,250
----------
$15,349,250
==========
COMMITMENT - LEASE COMMISSION
-----------------------------
The Partnership was obligated to pay a lease commission of 2% of the rentals
received under the primary lease of the hotel property for the initial 25-year
term of the lease which expired on October 31, 1995. In addition, the
Partnership is obligated to pay a lease commission of 1% of rentals received to
December 31, 2004 plus Holiday Inn lease extension, if any, to December 31,
2010.
RELATED PARTY TRANSACTIONS
--------------------------
Expenses were incurred for services rendered by related parties as follows:
1999 1998
---- ----
General partners $150,000 $150,000
Legal services 4,758 6,178
------- -------
$154,758 $156,178
======= =======
<PAGE> 41 of 44
JUSTICE INVESTORS
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
--------------------------
RELATED PARTY TRANSACTIONS (continued)
--------------------------
The garage lessee, the managing general partner, paid the Partnership
$1,379,523 and $1,337,833 during 1999 and 1998, respectively, under the terms
of the rental agreement. Rents receivable from the garage lessee at December
31, 1999 and 1998 were $108,478 and $115,794, respectively. Accounts payable to
general partners at December 31, 1999 and 1998 were $30,000 and $30,000,
respectively.
LITIGATION
----------
The Partnership was a co-defendant in a lawsuit filed by a former employee of
the general contractor who constructed the hotel and garage facilities, for
alleged personal injuries resulting from exposure to asbestos-containing
materials. The case was dismissed in 1998 without liability to the
Partnership.
<PAGE> 42 of 44
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
SANTA FE FINANCIAL CORPORATION
(Registrant)
Date: September 25, 2000 by /s/ John V. Winfield
---------------------------
John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: September 25, 2000 by /s/ Michael G. Zybala
---------------------------
Michael G. Zybala,
Vice President and Secretary
and Treasurer
Date: September 25, 2000 by /s/ David Nguyen
--------------------------
David Nguyen
Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: September 25, 2000 /s/ John V. Winfield
------------------ ---------------------------------------
John V. Winfield, Chairman of the Board,
President and Chief Executive Officer
Date: September 25, 2000 /s/ John C. Love
------------------ ---------------------------------------
John C. Love,
Director
Date: September 25, 2000 /s/ William J. Nance,
------------------ ---------------------------------------
William J. Nance,
Director
<PAGE> 43 of 44
