SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____ to _____
Commission file number 0-6877
SANTA FE FINANCIAL CORPORATION
------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 95-2452529
------------------------------- ------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
11315 Rancho Bernardo Road, Suite 129
San Diego, California 92127-1463
--------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
(858) 673-4722
---------------------------------------------------
(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
----------------------------
(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]
<PAGE> 2
The issuer's revenues for its most recent fiscal year were $8,011,230.
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 March 23,
2000 was $5,675,034.
The number of shares outstanding of issuer's $.10 Par Value Common Stock, as of
March 23, 2000, was 1,208,010.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference: Proxy Statement for
Annual Meeting of Shareholders to be held May 16, 2000 which is incorporated by
reference into Part III, Items 9 through 12. The Company's definitive Proxy
Statement will be filed within one hundred twenty (120) days of the end of the
fiscal year covered by this Form 10-KSB pursuant to Regulation 14A.
TABLE OF CONTENTS
PART I PAGE
Item 1. Description of Business. 3
Item 2. Description of Property. 4
Item 3. Legal Proceedings. 6
Item 4. Submission of Matters to a Vote of Security Holders. 7
PART II
Item 5. Market For Common Equity and Related 7
Stockholder Matters.
Item 6. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations.
Item 7. Financial Statements and Supplementary Data. 11
Item 8. Changes in and Disagreements with Accountants on 23
Accounting and Financial Disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and 24
Control Persons; Compliance with Section 16(a)
of The Exchange Act.
Item 10. Executive Compensation. 24
Item 11. Security Ownership of Certain Beneficial Owners and 24
Management.
Item 12. Certain Relationships and Related Party Transactions. 24
Item 13. Exhibits, Financial Statement Schedules, and 24
Reports on Form 8-K.
SIGNATURES 34
<PAGE> 3
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 68.1% 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 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. In July 1999, Woodland Village sold
its 100-unit apartment complex located in Cincinnati, Ohio for $3,125,000
resulting in a gain on sale of real estate of $1,176,292. In September 1999,
net proceeds from the sale were used by Woodland Village to purchase the 27-
unit multi-family apartment complex located in Los Angeles, California in a
1031 tax-deferred exchange. In addition, 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 Santa Fe 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 note payable to Santa Fe was eliminated in consolidation.
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. The text of that amendment is set forth as Exhibit 3 (ii) to
this Report.
BUSINESS OF ISSUER
The Company's principal business is conducted through its subsidiary'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 includes 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> 4
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 December 31, 1999, 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 December 31, 1999, Santa Fe's investments in real property consisted of
its 49.8% interest in Justice Investors through the Company's 68.1% 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.
The property is subject to a first deed of trust securing a loan from Wells
Fargo Bank. As of December 31, 1999, the principal balance on the note was
$1,591,547. The loan provides for a maximum borrowing of approximately $6.5
million and has the characteristics of a line of credit with certain declining
maximum borrowings available at the end of each year. The note provides for
interest at prime rate per annum and is due December 31, 2004.
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.
<PAGE> 5
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 December 31, 1999, 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.
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 year ended December 31, 1999, real estate property taxes
were approximately $47,267. Depreciation is recorded on the straight-line
method based upon an estimated useful life of 40 years. The outstanding
mortgage balance was $1,952,640 as of December 31, 1999 with a maturity date of
September 23, 2029. The subsidiary also has a note payable to the Intergroup
Corporation of $162,564 as of December 31, 1999 with a maturity date of
September 29, 2004.
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 $900. As of December 31, 1999, 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
<PAGE> 6
Company's Chairman and President. The Company will primarily invest in
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
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.
During the year, the Company has 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 has 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 has 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 are
recorded through the income statement.
Item 3. Legal Proceedings.
Guinness Peat Group plc, et al. v. Robert N. Gould, et al., Case No. 685760,
was filed on February 22, 1995, in the Superior Court of the State of
California for the County of San Diego. The lawsuit was a shareholders
derivative suit brought by Guinness Peat Group plc and its wholly-owned
subsidiary Allied Mutual Insurance Services Limited (collectively "GPG")
against InterGroup, certain directors of Santa Fe and Santa Fe as a nominal
defendant. The complaint alleged certain breaches of fiduciary duties by the
directors in causing Santa Fe to enter into a December 20, 1994 Securities
Purchase Agreement (the "Agreement") with InterGroup and fraud on the part of
InterGroup in inducing the director defendants to enter into the Agreement.
On April 14, 1995, the Superior Court granted motions by the director
defendants and InterGroup requiring GPG to posts bonds to secure payment of
their attorneys' fees should they prevail in the litigation. The required
bonds, totaling $800,000, were posted by GPG.
On July 3, 1997, the Court of Appeal granted the director defendants' petition
for a writ of mandate and directed the trial court to enter an order granting
summary judgment in favor of the director defendants. The Court of Appeal's
decision became final on August 2, 1997 and GPG's petition for review was
denied by the California Supreme Court on October 15, 1997. 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%. That judgment was appealed by GPG. 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.
<PAGE> 7
Previously, on December 31, 1996, the trial court entered a summary judgment in
favor of InterGroup, ruling that there was no fraud in connection with the
Agreement. That summary judgment, including a subsequent award of attorneys'
fees and costs in favor of InterGroup in the amount of $296,000, plus interest
at the statutory rate of 10%, was appealed by GPG. That judgment was affirmed
on appeal and has now become final. On March 3, 2000, InterGroup was awarded
an additional $77,400 in attorneys' fees and costs incurred in the successful
defense of its judgment on appeal.
Item 4. Submission of Matters to a Vote of Shareholders.
No matters were submitted to a vote of shareholders during the fourth quarter
of Registrant's fiscal year ended December 31, 1999.
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. under the symbol SFEF. The following table sets forth the range
of high and low sales prices (adjusted for the June 15, 1998 stock split) for
Santa Fe's common stock for each full quarterly period within the two most
recent fiscal years as reported by The Nasdaq Stock Market.
1999 High Low
- ---- ----- -----
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 March 23, 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 GPG action, at which time the
Company will re-examine its dividend policy.
On May 5, 1988, the Company's Board of Directors approved a two-for-one stock
split of the Company's $.10 par value Common Stock in the form of a stock
dividend. The stock dividend was paid on June 15, 1998 to shareholders of
record as of May 22, 1998.
<PAGE> 8
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 it will no longer forgo dividend payments on
its preferred stock. During 1999, the Company paid $12,880 in dividends to
Intergroup.
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 68.1% 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.
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
14.4% increase in partnership income from Justice Investors of $3,459,786 from
$3,021,878, a 75.5% 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.
<PAGE> 9
The increase in partnership income is primarily attributable to a 12.1%
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.
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
$233,325 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 71.2% 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 12.2% 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.
<PAGE> 10
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 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.
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.
During the year, the Company received cash distributions of $2,997,960 from
Justice Investors.
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 in a gain on sale of real estate of $1,176,292. In
September 1999, net proceeds from the sale were used by Woodland Village to
purchase a 27-unit multi-family apartment complex located in Los Angeles,
California in a 1031 tax-deferred exchange. In addition, 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 Santa Fe 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 note payable to Santa Fe was eliminated in
consolidation.
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 August 17, 1999, 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 50,000 shares to a total of 100,000 shares. As of December 31,
1999, the Company had repurchased 57,628 shares of its Common Stock for an
aggregate consideration of $529,840.
At December 31, 1999, the Company's current assets and current liabilities were
$30,660,598 and $22,127,686, 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
Since 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
<PAGE> 11
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.
YEAR 2000 ISSUES
All of the Company's critical computer software and hardware are currently
year 2000 compliant.
Item 7. Financial Statements
INDEX TO FINANCIAL STATEMENTS PAGE
Report of Independent Accountants 11
Consolidated Balance Sheet - December 31, 1999 12
Consolidated Statements of Income - Years Ended
December 31, 1999 and 1998 13
Consolidated Statements of Shareholders' Equity 14
Consolidated Statements of Cash Flows - Years Ended
December 31, 1999 and 1998 15
Notes to Consolidated Financial Statements 16
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, shareholders'
equity and of cash flows present fairly, in all material respects, the
financial position of Santa Fe Financial Corporation and its subsidiaries at
December 31, 1999, and the results of their operations and their cash flows for
each of the two years in the period ended December 31, 1999, 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 audits. We conducted our audits 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
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 23, 2000
<PAGE> 12
<TABLE>
<CAPTION>
SANTA FE FINANCIAL CORPORATION
Consolidated Balance Sheet
- ------------------------------------------------------------------------------
December 31, 1999
-----------------
<S> <C>
Assets
Cash and cash equivalents $ 169,507
Investment in marketable securities 30,491,091
Investment in Justice Investors 6,871,720
Rental property 4,064,380
Other investments 350,000
Other assets 334,567
----------
Total assets $ 42,281,265
==========
Liabilities and Shareholders' Equity
Liabilities
Due to securities broker $ 15,154,162
Obligations for securities sold 6,250,203
Notes payable 2,115,203
Accounts payable and accrued expenses 723,321
----------
Total liabilities 24,242,889
----------
Minority interest 4,855,458
----------
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 1,218,410 outstanding 127,604
Additional paid-in-capital 8,807,942
Retained earnings 4,770,852
Treasury stock, at cost, 57,628 shares (529,840)
----------
Total shareholders' equity 13,182,918
----------
Total liabilities and shareholders' equity $ 42,281,265
==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 13
<TABLE>
<CAPTION>
SANTA FE FINANCIAL CORPORATION.
Consolidated Statements of Income and Comprehensive Income
- ------------------------------------------------------------------------------
For years ended 1999 1998
----------- -----------
<S> <C> <C>
Revenues
Equity in net income of Justice Investors $ 3,459,786 $ 3,021,878
Rental income 422,988 620,154
Dividend and interest income 799,792 455,541
Net gains(losses) on marketable securities 2,006,923 (1,813,378)
Gain on sale of real estate 1,176,292 -
Other income(loss) 145,449 (238,961)
--------- ---------
8,011,230 2,045,234
--------- ---------
Costs and expenses
Property operating expense 233,325 491,043
Mortgage interest expense 106,483 122,453
Depreciation expense 117,816 174,034
Margin interest 608,094 355,120
General and administrative 976,011 869,741
Litigation 14,671 47,647
--------- ---------
2,056,399 2,060,038
--------- ---------
Income(loss) before taxes and minority interest 5,954,831 (14,804)
Provision for income tax (expense) benefit (2,768,146) 43,342
--------- ---------
Income before minority interest 3,186,685 28,538
Minority interest (1,577,247) (408,362)
--------- ---------
Net income (loss) 1,609,438 (379,824)
Preferred stock dividends (12,879) -
--------- ---------
Income available to common shareholders $ 1,596,559 $ (379,824)
========= =========
Basic earnings (loss) per share $ 1.30 $ (0.30)
========= =========
Weighted average number of shares outstanding 1,231,359 1,270,376
========= =========
Comprehensive income
Net income (loss) $ 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 $ 1,698,001 $ (478,530)
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 14
<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
------------------------------------------------------------------------------------------------------
<S> <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
----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 15
<TABLE>
<CAPTION>
SANTA FE FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
- ------------------------------------------------------------------------------
For the years ended
December 31,
1999 1998
----------- -----------
<S> <C> <C>
Operating activities
Net income(loss) $ 1,609,438 $ (379,824)
Adjustments to reconcile net income to
net cash used by operating activities:
Equity in net income of Justice Investors (3,459,786) (3,021,878)
Gain on sale of real estate (1,176,292) -
Minority interest 1,350,931 408,362
Amortization of excess market value
over carrying value (88,706) (88,706)
Depreciation 117,816 174,034
Net losses on marketable securities 1,796,767 1,813,378
Write-down of other investments - 307,665
Change in operating assets and liabilities:
Restricted cash 53,423 (53,423)
Investment in marketable securities (12,480,234) -
Other investments (55,233) -
Other assets 1,162,777 (856,716)
Accounts payable and accrued expenses 322,987 (56,331)
Due to securities broker 7,234,411 -
Obligations for securities sold 3,061,800 -
---------- ----------
Net cash used in operating activities (549,901) (1,753,439)
Investing activities
Cash distributions from Justice Investors 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
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 77,721 (441,850)
---------- ---------
Financing activities
Increase in due to securities broker - 2,253,245
Payments on notes payable (1,229,896) (19,079)
Borrowings from note payable 2,117,564 -
Purchase of treasury stock (215,874) (313,966)
Dividends paid to minority shareholders of
Portsmouth (126,711) (126,713)
Dividends paid to preferred shareholders of
Santa Fe (12,879) -
---------- ----------
Net cash provided by financing activities 532,204 1,793,487
---------- ----------
Net increase (decrease) in cash and
cash equivalents 60,024 (401,802)
Cash and cash equivalents at the
beginning of the year 109,483 511,285
---------- ----------
Cash and cash equivalents at end of year $ 169,507 $ 109,483
========== ==========
Supplemental information
Income taxes paid, net of refunds $ 967,171 $ 1,097,800
========== ==========
Interest paid $ 714,577 $ 279,520
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 16
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 53.1% of the voting stock of the
Company. Woodland Village's major asset is a 27-unit apartment complex located
in Los Angeles, California.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its
68.1% 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 December 31, 1999 and 1998
was approximately $2.5 million and $2.6 million, respectively.
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
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 are classified as trading
securities with all unrealized gains and losses on the Company's investment
portfolio recorded through the income statement.
In the prior year, the Company classified its marketable securities as
available-for-sale with unrealized gains and losses, net of deferred taxes,
reported in accumulated other comprehensive income. Certain securities were
classified as trading securities to correspond with obligations of the same
security sold short. These securities and the related obligations were marked
to market with unrealized holding gains and losses included in earnings.
The cost of marketable securities sold is determined by the specific
identification method.
<PAGE> 17
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 life 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 in 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
During 1999 and 1998, 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.
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 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 year ended December 31, 1999 and
1998 are the same.
<PAGE> 18
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
year presentation.
NOTE 2 - 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. 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. 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 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 1999
and 1998 were $3,579,665 and $184,989, respectively.
Proceeds from sales of available-for-sale securities during 1999 were
$12,421,072. Gross realized gains and losses included on those sales during
1999 were $1,632,440 and $3,317,340, respectively.
<PAGE> 19
NOTE 3 - 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.
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEET
December 31, 1999
----
<S> <C>
Assets
Total current assets $2,219,572
Property, plant and equipment, net of accumulated
depreciation of $11,373,985 5,201,698
Loan fees and deferred lease costs, net of accumulated
amortization of $147,456 162,957
---------
$7,584,227
=========
Liabilities and partners' equity
Total current liabilities $ 261,062
Long-term liabilities 1,591,547
Partners' capital 5,731,618
---------
$7,584,227
=========
</TABLE>
<TABLE>
CONDENSED STATEMENTS OF OPERATIONS
December 31,
1999 1998
---- ----
<S> <C> <C>
Revenues $7,791,402 7,036,744
Costs and expenses (844,039) (968,716)
--------- ---------
Net income $6,947,003 6,068,028
========= =========
</TABLE
NOTE 4 - 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.
<PAGE> 20
At December 31, 1999 and 1998, rental property included the following:
December 31,
1999 1998
------- -------
Investment in real estate:
Land $ 1,996,750 $ 286,104
Buildings, improvements and equipment 2,083,210 3,057,097
Accumulated depreciation on buildings,
improvements and equipment ( 15,580) (1,460,769)
--------- ---------
$4,064,380 $1,882,432
========= =========
NOTE 5 - DUE TO SECURITIES BROKER
Various securities brokers have advanced funds for the purchase of marketable
securities under standard margin agreements.
NOTE 6 - 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 December 31, 1999, the balance on notes payable was $2,115,203. Included in
notes payable is a mortgage in the amount of $1,952,640 and 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 $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 State 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 January 1, 2000 are approximately
as follows:
Year ending December 31,
------------------------
2000 $ 17,449
2001 18,847
2002 20,356
2003 21,987
2004 186,311
Thereafter 1,850,253
---------
Total $2,115,203
=========
<PAGE> 21
NOTE 7 - 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>
<TABLE>
Year ended
December 31,
1999 1998
---- ----
<S> <C> <C>
Federal
Current $ 997,383 $ 799,995
Deferred 1,422,974 (824,114)
--------- ---------
2,420,357 (24,119)
--------- ---------
State
Current 279,192 213,550
Deferred 68,597 (232,773)
--------- ---------
347,789 (19,223)
--------- ---------
$2,768,146 $ (43,342)
========= =========
</TABLE>
A reconciliation of the statutory federal income tax rate to the effective tax
rate is as follows:
Years ended
December 31,
1999 1998
---- ----
Statutory federal tax rate 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% (164.5)
Operating losses for which no benefit has been
provided, net of change in the valuation allowance - 174.7
Other 6.3 (5.5)
----- -----
46.4% 292.8%
===== =====
<PAGE> 22
The components of the Company's deferred tax assets and liabilities as of
December 31, 1999 and 1998 are as follows:
December 31,
1999 1998
---- ----
Deferred tax assets
Net operating loss carryforwards $ 666,481 $ 510,500
State income taxes 94,653 20,000
Capital loss carryforwards 1,445,067
Other miscellaneous differences - 69,133
---------- ----------
Gross deferred tax asset 2,206,201 1,689,633
Valuation allowance (666,481) (510,576)
---------- ----------
Net deferred tax asset 1,539,720 1,179,057
----------- -----------
Deferred tax liabilities
Unrealized gain on marketable securities 1,431,866 93,097
Deferred gain on sale of real estate 470,516 -
---------- ----------
Total deferred tax liabilities 1,902,382 93,097
---------- ----------
Net deferred tax (liabilities) assets $(362,662) $1,085,960
========== ==========
At December 31, 1999, the Company had net capital losses available for
carryforward for federal and state income tax purposes totaling approximately
$3,612,667. These capital losses available for carryforward can be used
against future capital gains and have an expiration of approximately 5 years
from the time they are generated.
NOTE 8 - 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.
During 1999, the Company paid $12,880 in dividends 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 9 - RELATED PARTY TRANSACTIONS
As of December 31, 1999, InterGroup owned approximately 46.7% of the Company's
outstanding common stock and 100% of the Company's preferred stock for a total
of 49.3% of all outstanding voting stock. In addition, the Chairman and Chief
Executive Officer of InterGroup, who is also the Company's Chairman and Chief
Executive Officer, owned approximately 3.9% of the Company's outstanding common
stock as of December 31, 1999. Effective June 30, 1998, the Company's
<PAGE> 23
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 now has the power to vote
approximately 53.2% of the voting shares of the Company.
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.
Certain costs and expenses, primarily salaries, rent and insurance, are
allocated between the Company and its subsidiary, Portsmouth 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 years ended December 31, 1999 and 1998, the Company and
Portsmouth made payments to InterGroup of approximately $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.
During 1999, the Company paid $12,880 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. Effective April 1, 1998, an employee of
InterGroup was assigned to 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 10- 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 by 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 their applications for
attorneys' fees and costs in the total amount of approximately $936,000. That
award bears interest at the statutory rate of 10% per annum and was appealed by
the plaintiffs in that action. 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.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
<PAGE> 24
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of The Exchange Act.
Item 10. Executive Compensation.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Item 12. Certain Relationships and Related Party Transactions.
The information for Part III, Items 9 through 12, are hereby incorporated by
reference to the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held May 16, 2000, which will be filed with the Commission
within one hundred twenty (120) days of the close of the fiscal year pursuant
to Regulation 14A.
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) 35*
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. (68.1%)
Incorporated on July 6, 1967 in California
(2) Intergroup Woodland Village, Inc. (55.4%)
Incorporated on August 5, 1993 in Ohio
22. Published report regarding matters
submitted to vote of Security Holders -
Proxy Statement for Annual Meeting of
Shareholders to be held May 16, 2000, which
will be filed with the Commission within
one hundred twenty (120) days of the fiscal
year pursuant to Regulation 14A
27. Financial Data Schedule 36
<PAGE> 25
* 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.
(b) Reports on Form 8-K
-------------------
Registrant filed no reports on Form 8-K during the last quarter of the period
covered by this report.
(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 26
Balance Sheet - December 31, 1999 and 1998 27
Statements of Income and Partners' Capital - Years 28
Ended December 31, 1999 and 1998
Statements of Cash Flows - Years Ended 29
December 31, 1999 and 1998
Notes to Financial Statements - December 31, 1999 and 1998 30
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> 26
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> 27
<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>
The accompanying notes are an integral part of these financial statements.
<PAGE> 28
<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 5,000
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> 29
<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> 30
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> 31
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> 32
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> 33
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> 34
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: March 28, 2000 by /s/ John V. Winfield
---------------------------
John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: March 28, 2000 by /s/ Michael G. Zybala
---------------------------
Michael G. Zybala,
Vice President and Secretary
Date: March 28, 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: March 28, 2000 /s/ John V. Winfield
-------------- ---------------------------------------
John V. Winfield, Chairman of the Board,
President and Chief Executive Officer
Date: March 28, 2000 /s/ John C. Love
-------------- ---------------------------------------
John C. Love,
Director
Date: March 28, 2000 /s/ William J. Nance,
-------------- ---------------------------------------
William J. Nance,
Director
<PAGE> 35
EXHIBIT 3 (ii)
On February 15, 2000 the Board of Directors of Santa Fe Financial
Corporation amended the first paragraph of ARTICLE II, SECTION ONE of the
Bylaws of the Company to read as follows:
"SECTION ONE. ANNUAL MEETING. The date, time
and place of the Company's annual meeting of
shareholders shall be determined and set each
year by the Board of Directors in accordance
with applicable law."
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED INCOME STATEMENT OF SANTA
FE FINANCIAL CORPORATION SET FORTH IN ITS FORM 10-KSB REPORT FOR THE
YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH 10-KSB REPORT.
</LEGEND>
<CIK> 0000086759
<NAME> SANTA FE FINANCIAL CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 169507
<SECURITIES> 30491091
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30660598
<PP&E> 4064380
<DEPRECIATION> 15580
<TOTAL-ASSETS> 42281265
<CURRENT-LIABILITIES> 22127686
<BONDS> 0
0
6360
<COMMON> 127604
<OTHER-SE> 13055314
<TOTAL-LIABILITY-AND-EQUITY> 42281265
<SALES> 0
<TOTAL-REVENUES> 8011230
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2056399
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5954831
<INCOME-TAX> 2768146
<INCOME-CONTINUING> 1609438
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1609438
<EPS-BASIC> 1.31
<EPS-DILUTED> 1.31
</TABLE>
