-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WIcuhgxTvHfKIjmFjbgqgpqEV0AIRFCQOG9HN/fkVPi0PcomBpMRGIEBDeqTImZM 9xjp2TuOH8Lh6zTvxX9DVA== 0000912057-00-014029.txt : 20000329 0000912057-00-014029.hdr.sgml : 20000329 ACCESSION NUMBER: 0000912057-00-014029 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA COASTAL COMMUNITIES INC CENTRAL INDEX KEY: 0000840216 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 020426634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-17189 FILM NUMBER: 581113 BUSINESS ADDRESS: STREET 1: 6 EXECUTIVE CIRCLE STREET 2: SUITE 250 CITY: IRVIN STATE: CA ZIP: 92614 BUSINESS PHONE: 9492507700 MAIL ADDRESS: STREET 1: 6 EXECUTIVE CIRCLE STREET 2: SUITE 250 CITY: IRVIN STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: KOLL REAL ESTATE GROUP INC DATE OF NAME CHANGE: 19931006 FORMER COMPANY: FORMER CONFORMED NAME: BOLSA CHICA CO/ DATE OF NAME CHANGE: 19921229 FORMER COMPANY: FORMER CONFORMED NAME: HENLEY GROUP INC/DE/ DATE OF NAME CHANGE: 19910415 10-K405 1 FORM 10-K405 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K (MARK ONE) /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 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NUMBER: 0-17189 ------------------------ CALIFORNIA COASTAL COMMUNITIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 02-0426634 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6 EXECUTIVE CIRCLE, SUITE 250 92614 IRVINE, CALIFORNIA (Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code: (949) 250-7700 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.05 PER SHARE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, 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-K or any amendment to this Form 10-K. Yes /X/ No / / The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 1, 2000 was $33,951,739. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes /X/ No / / The number of shares of Common Stock outstanding as of March 1, 2000 was 10,058,589. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the 2000 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I ITEM 1. BUSINESS California Coastal Communities, Inc. (the "Company") is a residential land development and homebuilding company with properties located primarily in Southern California. The principal activities of the Company and its consolidated subsidiaries include: (i) obtaining zoning and other entitlements for land it owns and improving the land for residential development; and (ii) single-family residential construction in Southern California. Once the residential land owned by the Company is entitled, the Company may: sell unimproved land to other developers or homebuilders, or sell improved land to homebuilders, or participate in joint ventures with other developers, investors or homebuilders to finance and construct infrastructure and homes. During 2000, the Company will focus its immediate efforts to (i) obtain approval from the California Coastal Commission ("Coastal Commission") for modifications to the Local Coastal Program ("LCP") for the Warner Mesa project, in accordance with the court's decisions as further described in Note 5 to the Company's financial statements included in the Annual Report; (ii) complete the secondary permitting for development of Warner Mesa and (iii) commence infrastructure construction on Warner Mesa as soon as possible; however, the Company may also consider other strategic and joint venture opportunities. There can be no assurance that the Company will accomplish, in whole or in part, all or any of these strategic goals. The Company's executive offices are located at 6 Executive Circle, Suite 250, Irvine, California 92614 (telephone: (949) 250-7700). PRINCIPAL PROPERTIES The following sections describe the Company's principal properties. WARNER MESA. The Warner Mesa property is the principal property in the Company's portfolio, located within the land area collectively known as Bolsa Chica. Warner Mesa is one of the last large undeveloped coastal properties in Southern California, and is located in Orange County, approximately 35 miles south of downtown Los Angeles. Warner Mesa is bordered on the north and east by residential development, to the south by open space and the Bolsa Chica wetlands, and to the west by the Pacific Coast Highway, the Bolsa Chica State Beach, and the Pacific Ocean. Following the Company's February 1997 sale of the approximately 880-acre Bolsa Chica wetlands property to the State of California, as described below, and the September 1997 acquisition of 42 acres of lowlands, the Company owns 350 acres of the approximately 1,600 acres of undeveloped land at Bolsa Chica. The Company's holdings include 208 acres on Warner Mesa, approximately 100 acres on, or adjacent to, the Huntington Mesa and the 42 acres of lowlands acquired in September 1997. The planned community at Warner Mesa is expected to offer a broad mix of home choices, including primarily single-family homes, as well as townhomes. A Local Coastal Program ("LCP") for development of up to 3,300 homes (up to 2,500 on Warner Mesa and up to 900 on the Bolsa Chica lowlands, which were subsequently sold as discussed below) was approved by the Orange County Board of Supervisors in December 1994 and by the Coastal Commission in January 1996. In February 1997, the Company completed the sale of its approximately 880-acre Bolsa Chica lowlands, which had previously been planned for the development of up to 900 homes and wetlands restoration, to the California State Lands Commission for $25 million. Under an interagency agreement among various state and federal agencies, these agencies have agreed to restore the Bolsa Chica wetlands habitat utilizing escrowed funds from the Ports of Los Angeles and Long Beach. In March 1996, a lawsuit (the "Coastal Act Lawsuit") was filed challenging the approvals of the Coastal Commission. The judgment in the Coastal Act Lawsuit was entered by the trial court in August 1997, and required the Coastal Commission to reconsider the filling of a 1.7 acre pond on the Warner Mesa ("Warner Pond") and development of any homes in the Bolsa Chica wetlands. The 2 August 1997 judgment was appealed by both the project opponents and the Company as discussed below. In October 1997, in response to the trial court's decisions, the Coastal Commission approved modifications to the LCP which eliminated the filling of Warner Pond and thereby reduced the maximum number of homes to be built from 2,500 to no more than 1,235 homes on Warner Mesa. The Orange County Board of Supervisors subsequently accepted the Coastal Commission's suggested modifications. However, in March 1998, the trial court ruled that the Coastal Commission should not have narrowed the scope of public comments during the Coastal Commission's October 1997 hearing, and ordered the Coastal Commission to hold a third hearing on the LCP. In October 1997, opponents of the Warner Mesa project appealed the trial court's August 1997 decision on the basis that the trial court should have reversed the Coastal Commission's January 1996 approval allowing relocation of certain raptor habitat. On April 16, 1999, the California Court of Appeal overturned the August 1997 judgment of the trial court with respect to the raptor habitat. The appellate court ruled that, under the Coastal Act, the Coastal Commission should not have allowed the removal and relocation of this raptor habitat. The court order instructing the Coastal Commission on how to proceed in response to this decision was issued in June 1999. On March 23, 2000, the Company was informed that the Coastal Commission has postponed its public hearing on the LCP from April to June 2000, in order to give the Commission staff additional time to finalize its report. In January 2000, the Coastal Commission staff reported to the local press that they intend to recommend limiting development to approximately 65 acres out of the approximately 1,600 acres in the LCP area. Alternatively, the County is seeking Coastal Commission approval of modifications to the LCP which protect the environment in accordance with the courts' decisions, and allow the Company to reasonably develop approximately 170 acres of Warner Mesa, including approximately 22 acres owned by other landowners. Upon approval by the Coastal Commission, such modifications would require approval by the Orange County Board of Supervisors, followed by certification of the LCP by the Coastal Commission. The Company currently anticipates that such hearing will be held during the second week of June 2000, and if the County's proposed modifications to the LCP are approved, the Company could then process secondary permits and commence infrastructure construction on Warner Mesa during the first quarter of 2001. The Company does not believe that the Coastal Commission process will ultimately prevent it from developing a planned community at Warner Mesa; however, there can be no assurance in that regard, or as to the number of acres the Company would be permitted to develop, or that further litigation or administrative delay will not result. During the second quarter of 1999, the Company obtained approval of a site plan for 16 homes on approximately five acres of Warner Mesa, which is in the City of Huntington Beach (whereas the rest of the Company's Warner Mesa property is in an unincorporated area within the County of Orange). The project, known as "Sandover", is in full compliance with existing zoning requirements and required no approvals outside the City of Huntington Beach. A tentative tract map and the related environmental assessment for the Sandover project were approved by the City's Planning Commission in April 1999. These approvals were appealed by the Bolsa Chica Land Trust ("BCLT") to the City Council which affirmed such approvals in June 1999. On July 7, 1999, the BCLT filed a lawsuit in Orange County Superior Court, alleging that the approvals by the Huntington Beach City Council did not comply with the California Environmental Quality Act ("CEQA"). BCLT asserted that the City should have prepared an Environmental Impact Report, rather than a mitigated negative declaration, to analyze potential impacts of the Sandover project. This lawsuit was heard on September 8, 1999 and the court found in favor of the City and the Company. Construction is underway and the Company expects to open model homes in the second quarter of 2000. Upon completion of the Company's Recapitalization as discussed in Note 3 to the Financial Statements below, the Company applied the principles required by Fresh-Start Reporting and the carrying value of land held for development (Warner Mesa) was adjusted to fair value as of September 2, 1997, after consideration of the October 1997 Coastal Commission action discussed above. The estimation process involved in the determination of fair value is inherently uncertain since it requires estimates as to future 3 events and market conditions. Such estimation process assumes the Company's ability to complete development and dispose of its real estate properties in the ordinary course of business based on management's present plans and intentions. Economic, market, environmental and political conditions may affect management's development and marketing plans. In addition, the implementation of such development and marketing plans could be affected by the availability of future financing for development and construction activities. Accordingly, the ultimate fair values of the Company's real estate properties are dependent upon future economic and market conditions, the availability of financing, and the resolution of political, environmental and other related issues. RANCHO SAN PASQUAL. In the City of Escondido in San Diego County, approximately 30 miles north of downtown San Diego, the Company is developing an 850-acre, gated community consisting of 580 residential lots surrounding an 18-hole championship golf course which the Company operated from May 1993 to June 1996. The Company sold its Eagle Crest Golf Course at Rancho San Pasqual in June 1996, to a nationally recognized owner/operator of high-end daily fee golf courses and private country clubs for $6.1 million. From 1996 through April 1998, the Company sold 468 Phase I residential lots, including 215 and 35 in 1997 and 1998 respectively, at Rancho San Pasqual to four homebuilders for gross proceeds aggregating approximately $21.5 million, including $9.8 million and $1.6 million in 1997 and 1998, respectively. In 1999, the Company began constructing infrastructure and homes on the 112-home phase II of the project. As of March 20, 2000, 27 homes were in escrow with scheduled closings expected to begin in April of 2000. FAIRBANKS HIGHLANDS. The Fairbanks Highlands property consists of approximately 390 acres near the communities of Fairbanks Ranch and Rancho Santa Fe in the northern part of the City of San Diego. The project includes 93 luxury homes on single-family residential lots averaging 1.34 acres each and approximately 215 acres of open space. In December 1996, the Company formed a joint venture with a major homebuilder to develop this property. Under the terms of the joint venture agreement, the Company contributed its land to the venture at market value of $7.6 million in exchange for an initial cash payment of $4 million, a preferred return on its $3.6 million capital contribution and a continuing 35% partnership interest in the venture. The Company's partner is managing the day-to-day operations of the venture, providing all construction financing and plans to build all of the homes at the site. Home sale closings are projected to begin in late March 2000 and 44 homes were in escrow as of March 20, 2000. ALISO VIEJO. Through its subsidiary, the Company owned a 49% general partnership interest in a 1,202-unit residential project. A total of 1,130 homes were delivered and 31 homes were in escrow as of December 31, 1999. Due to a significant shortfall in sales during 1995 versus forecast, the highly leveraged capital structure of the partnership and the significant amount of participating mortgages with preference to the Company's equity interest, the Company did not receive a financial return from this partnership and is engaged in litigation regarding the enforceability of a Company guarantee on approximately $4.8 million principal amount of capital contribution notes plus accrued interest due to the partnership, as discussed in Note 4 to the Company's Financial Statements included in this Annual Report. OTHER PROPERTIES. The Company owns approximately seven acres of land zoned as a church site in San Diego, California, two acres of land zoned for commercial/industrial use in Signal Hill, California, and approximately 178 acres of resort/residential property in Michigan. These properties are currently held for sale, subject to market conditions. PROPERTY DISPOSITIONS. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a description of the Company's property dispositions during 1997, 1998 and 1999. ENVIRONMENTAL AND REGULATORY MATTERS. Before the Company can develop a property, it must obtain a variety of discretionary approvals from local and state governments, as well as the federal government in certain circumstances, with respect to such matters as zoning, subdivision, grading, architecture and 4 environmental matters. The entitlement approval process is often a lengthy and complex procedure requiring, among other things, the submission of development plans and reports and presentations at public hearings. Because of the provisional nature of these approvals and the concerns of various environmental and public interest groups, the approval process can be delayed by withdrawals or modifications of preliminary approvals and by litigation and appeals challenging development rights. Accordingly, the ability of the Company to develop properties and realize income from such projects could be delayed or prevented due to litigation challenging previously obtained governmental approvals. As more fully described above, in April 1999 the California Court of Appeal overturned an August 1997 trial court judgment in the Coastal Act Lawsuit, ruling that the Coastal Commission should not have approved removal and relocation of certain raptor habitat. Therefore, the regulatory approval process for the Warner Mesa property remains subject to Coastal Commission approval in response to the litigation described above, and there can be no assurance that further delays will not result. The Company has expended and will continue to expend significant financial and managerial resources to comply with environmental regulations and local permitting requirements. Although the Company believes that its operations are in general compliance with applicable environmental regulations, certain risks of unknown costs and liabilities are inherent in developing and owning real estate. However, the Company does not believe that such costs will have a material adverse effect on its business, financial condition or results of operations, including the potential remediation expenditures proposed in connection with certain indemnity obligations discussed below in "Corporate Indemnification Matters." CORPORATE INDEMNIFICATION MATTERS. The Company and its predecessors have, through a variety of transactions effected since 1986, disposed of several assets and businesses, many of which are unrelated to the Company's current operations. By operation of law or contractual indemnity provisions, the Company may have retained liabilities relating to certain of these assets and businesses, including certain tax liabilities. (See Notes to the Company's Financial Statements included in this Annual Report.) Many of such liabilities are supported by insurance or by indemnities from certain of the Company's predecessors and currently or previously affiliated companies. The Company believes its balance sheet reflects adequate reserves for these matters. EMPLOYEES. As of March 1, 2000 the Company and its subsidiaries had approximately 50 employees. YEAR 2000 COMPLIANCE. The Company has not experienced significant Year 2000 ("Y2K") problems subsequent to December 31, 1999. The Y2K issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions or engage in similar normal business activities. The Company completed its accounting software conversion to programs that are Y2K compliant in 1998 at a cost of less than $50,000. The Company completed its third party inquiries regarding Y2K compliance in mid-1999 and did not identify any deficiencies requiring action. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Certain of the foregoing information as well as certain information set forth in "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" is forward looking in nature and involves risks and uncertainties that could significantly impact the ability of the Company to achieve its currently anticipated goals and objectives. These risks and uncertainties include, but are not limited to, litigation or appeals of regulatory approvals (including ongoing litigation and administrative proceedings in the Coastal Act Lawsuit related to the Company's principal asset, Warner Mesa), injunctions prohibiting implementation of approved development plans pending the outcome of litigation, and availability of adequate capital, financing and cash flow. In addition, future values may be adversely affected by increases in property taxes, increases in the costs of labor and materials and other development risks, changes in 5 general economic conditions, including higher mortgage interest rates, and other real estate risks such as the demand for housing generally and the supply of competitive products. Real estate properties do not constitute liquid assets and, at any given time, it may be difficult to sell a particular property for an appropriate price. EXECUTIVE OFFICERS OF THE COMPANY
NAME AND TITLE AGE BUSINESS EXPERIENCE - -------------- -------- -------------------------------------------------------- Raymond J. Pacini 44 President, Chief Executive Officer and Director of the President and Chief Executive Company since May 1998. Executive Vice President, Chief Officer Financial Officer, Secretary and Treasurer of the Company from prior to 1994 to May 1998. Sandra G. Sciutto 40 Chief Financial Officer, Secretary and Treasurer of the Senior Vice President and Chief Company since May 1998. Senior Vice President of the Financial Officer Company since February 1996 and Vice President and Controller of the Company from prior to 1994 to April 1998.
ITEM 2. PROPERTIES The Company's principal executive offices are located in Irvine, California. The Company and each of its subsidiaries believe that their properties are generally well maintained, in good condition and adequate for their present and proposed uses. The inability to renew any short-term real property lease would not be expected to have a material adverse effect on the Company's results of operations. The principal properties of the Company and its subsidiaries, which are owned in fee unless otherwise indicated, are as follows:
PROPERTY LOCATION ACRES PRESENT OR PLANNED USE - -------- ------------------------------- -------- --------------------------------- Irvine* Irvine, CA -- Headquarters Warner Mesa Orange County, CA 350 Oceanfront residential community Rancho San Pasqual Escondido, CA 475 Residential community Fairbanks Highlands** San Diego, CA 383 Residential community Fairbanks Highlands San Diego, CA 7 Church Michigan Land Upper Peninsula, MI 178 Resort/residential lots Signal Hill Signal Hill, CA 2 Industrial land
- ------------------------ * Leased ** Minority interest in limited liability company ITEM 3. LEGAL PROCEEDINGS In March 1996, the Coastal Act Lawsuit was filed in the San Francisco County Superior Court (and later removed to San Diego Superior Court) by the Bolsa Chica Land Trust, et al. against the Coastal Commission, the Company and other Bolsa Chica landowners as real parties in interest, alleging that the Coastal Commission's approval of the LCP in January 1996 was not in compliance with the Coastal Act and other statutory requirements. The Coastal Act Lawsuit sought to set aside the approval of the Bolsa Chica project. In August 1997, the San Diego Superior Court rendered a judgment that returned the LCP to the Coastal Commission for further consideration in the context of two issues. The court's decision that the Coastal Commission reconsider the LCP was based on the court's determination (i) that development of homes in the lowlands is not in compliance with the Coastal Act, and (ii) that the Commission's findings 6 regarding the filling of a 1.7 acre pond on the Warner Mesa ("Warner Pond") were not in compliance with the Coastal Act. With respect to Warner Pond, the court determined in August 1997 that the Coastal Commission failed to weigh and resolve a conflict in Coastal Act policies related to the proposed filling of Warner Pond. The court's August 1997 decision required the Coastal Commission to reconsider its treatment of Warner Pond. In every other respect, the court denied challenges to the Coastal Commission's approval of the LCP for development of Warner Mesa. The court specifically approved the Coastal Commission's findings with regard to (i) the relocation of raptor habitat, (ii) the adequacy of a buffer between the new residential development and the wetlands, and (iii) treatment of archeological resources. The August 1997 judgment was appealed by both the project opponents and the Company as discussed below. On October 9, 1997, in response to the trial court's decisions, the Coastal Commission approved modifications to the LCP which eliminated the filling of Warner Pond and thereby reduced the maximum number of homes from 2,500 to no more than 1,235 homes on Warner Mesa. On November 18, 1997 and February 3, 1998, the Orange County Board of Supervisors accepted the Coastal Commission's suggested modifications. However, in March 1998, the trial court ruled that the Coastal Commission should not have narrowed the scope of public comments during the Coastal Commission's October 1997 hearing, and in March 1998 the trial court ordered the Coastal Commission to hold a third hearing on the LCP. In October 1997, opponents of the Warner Mesa project appealed the trial court's August 1997 decision on the basis that the trial court should have reversed the Coastal Commission's January 1996 approval allowing relocation of certain raptor habitat. On April 16, 1999, the California Court of Appeal overturned the August 1997 judgment of the trial court with respect to the raptor habitat. The appellate court ruled that, under the Coastal Act, the Coastal Commission should not have allowed the removal and relocation of this raptor habitat. The court order instructing the Coastal Commission on how to proceed in response to this decision was issued in June 1999. On March 23, 2000, the Company was informed that the Coastal Commission has postponed its public hearing on the LCP from April to June 2000, in order to give the Commission staff additional time to finalize its report. In January 2000, the Coastal Commission staff reported to the local press that they intend to recommend limiting development to approximately 65 acres out of the approximately 1,600 acres in the LCP area. Alternatively, the County is seeking Coastal Commission approval of modifications to the LCP which protect the environment in accordance with the courts' decisions, and allow the Company to reasonably develop approximately 170 acres of Warner Mesa, including approximately 22 acres owned by other landowners. Upon approval by the Coastal Commission, such modifications would require approval by the Orange County Board of Supervisors, followed by certification of the LCP by the Coastal Commission. The Company currently anticipates that such hearing will be held during the second week of June 2000, and if the County's proposed modifications to the LCP are approved, the Company could then process secondary permits and commence infrastructure construction on Warner Mesa during the first quarter of 2001. The Company does not believe that the Coastal Commission process will ultimately prevent it from developing a planned community at Warner Mesa; however, there can be no assurance in that regard, or as to the number of acres the Company would be permitted to develop, or that further litigation or administrative delay will not result. During the second quarter of 1999, the Company obtained approval of a site plan for 16 homes on approximately five acres of Warner Mesa, which is in the City of Huntington Beach (whereas the rest of the Company's Warner Mesa property is in an unincorporated area within the County of Orange). The project, known as "Sandover", is in full compliance with existing zoning requirements and required no approvals outside the City of Huntington Beach. A tentative tract map and the related environmental assessment for the Sandover project were approved by the City's Planning Commission in April 1999. These approvals were appealed by the Bolsa Chica Land Trust ("BCLT") to the City Council which affirmed such approvals in June 1999. On July 7, 1999, the BCLT filed a lawsuit in Orange County Superior Court, alleging that the approvals by the Huntington Beach City Council did not comply with the California Environmental 7 Quality Act ("CEQA"). BCLT asserted that the City should have prepared an Environmental Impact Report, rather than a mitigated negative declaration, to analyze potential impacts of the Sandover project. This lawsuit was heard on September 8, 1999 and the court found in favor of the City and the Company. Construction is underway and the Company expects to open for sales in the second quarter of 2000. On March 25, 1997, Whiting Corporation, a Delaware corporation, commenced a lawsuit in the Circuit Court of Cook County, Illinois, Chancery Division, naming, among others, the Company and WT/HRC Corporation, a direct subsidiary of the Company, as defendants in a complaint for declaratory relief and breach of contract and indemnification. The complaint alleges that WT/HRC owes Whiting a defense and indemnity for several hundred asbestos cases pending in several states, as well as for similar asbestos claims which may be filed in the future. The complaint states no specified amount of damages. The lawsuit is based on a 1983 Asset Purchase Agreement in which the seller, Whiting-Illinois (now named WT/HRC), sold assets and the business of its "Whiting Engineered Products Group" to plaintiff's predecessor in interest. Whiting contends that the seller agreed in the Asset Purchase Agreement to indemnify Whiting for personal injury, sickness, death or property damages claims which arise from occurrences predating the closing date (December 30, 1983). The Company denied the allegations in the complaint and vigorously defended the action. All claims against the Company were dismissed in early 1998, and the WT/HRC subsidiary is now the only named defendant. Effective January 5, 2000 the Company's WT/HRC subsidiary entered into certain settlement agreements with its insurance carriers which have responsibility for the claims. Pursuant to the settlement agreements, the insurance carriers assumed the claims and related legal and other costs of defense. On November 1, 1999, the Company filed a lawsuit against AV Partnership in Orange County Superior Court, for relief from a guarantee of approximately $4.8 million principal amount of capital contribution notes plus accrued interest due to the partnership. On the same day, AV Partnership commenced a lawsuit against the Company seeking payment to the partnership under the guarantee. The partnership was a real estate home-building venture, in which the Company held a 49% general partnership interest. The Company is vigorously defending its position that the guarantee is invalid due, among other things, to certain material information that was withheld from the Company at the time it entered into the guarantee. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 8 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The following tables set forth information with respect to bid quotations for the Common Stock of the Company for the periods indicated as reported by NASDAQ. These quotations are interdealer prices without retail markup, markdown or commission and may not necessarily represent actual transactions. The new Common Stock began trading on September 2, 1997 concurrent with the Recapitalization and the one for one hundred (1:100) reverse stock split. Accordingly, prices for the old common shares have been restated to reflect the 1:100 reverse stock split.
HIGH LOW -------- -------- 1999 First Quarter............................................... $ 7.13 $ 6.25 Second Quarter.............................................. $ 7.25 $ 5.06 Third Quarter............................................... $ 8.25 $ 6.88 Fourth Quarter.............................................. $ 8.06 $ 5.75 1998 First Quarter............................................... $12.94 $11.88 Second Quarter.............................................. $12.63 $ 8.38 Third Quarter............................................... $ 9.50 $ 6.88 Fourth Quarter.............................................. $ 7.25 $ 6.13 1997 First Quarter............................................... $18.75 $12.50 Second Quarter.............................................. $18.75 $ 9.38 Third Quarter............................................... $14.00 $ 9.38 Fourth Quarter.............................................. $12.50 $11.50
The number of holders of record of the Company's Common Stock as of December 31, 1999 was approximately 2,500. The Company has not paid any cash dividends on its Common Stock to date, nor does the Company currently intend to pay regular cash dividends on the Common Stock. ITEM 6. SELECTED FINANCIAL DATA The Selected Financial Data with respect to the Company and its subsidiaries are set forth on pages F-1 to F-2 of this Annual Report. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations is set forth beginning on page F-3 of this Annual Report. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements, schedules and supplementary data of the Company and its subsidiaries, listed under Item 14, are submitted as a separate section of this Annual Report, commencing on page F-8. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 9 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS. The information appearing under the caption "Election of Directors" of the Company's Proxy Statement for its 2000 Annual Meeting of Stockholders is incorporated herein by reference in this Annual Report. EXECUTIVE OFFICERS. Information with respect to executive officers appears under the caption "Executive Officers of the Company" in Item 1 of this Annual Report. ITEM 11. EXECUTIVE COMPENSATION Information in answer to this Item appears under the caption "Compensation of Directors and Executive Officers" of the Company's Proxy Statement for its 2000 Annual Meeting of Stockholders and is incorporated herein by reference in this Annual Report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information in answer to this Item appears under the captions "Voting Securities and Principal Holders Thereof" and "Election of Directors" of the Company's Proxy Statement for its 2000 Annual Meeting of Stockholders, and is incorporated herein by reference in this Annual Report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information in answer to this Item appears under the captions "Certain Transactions" and "Compensation of Directors and Executive Officers" of the Company's Proxy Statement for its 2000 Annual Meeting of Stockholders, and is incorporated herein by reference in this Annual Report on Form 10-K. 10 PART IV ITEM 14. EXHIBITS, FINANCIAL SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) Financial Statements: The following financial statements and supplementary data of the Company are included in a separate section of this Annual Report on Form 10-K commencing on the page numbers specified below:
PAGE -------- Selected Financial Data................................... F-1 Management's Discussion and Analysis of Financial Condition and Results of Operations..................... F-3 Independent Auditors' Report.............................. F-7 Balance Sheets as of December 31, 1998 and 1999........... F-8 Statements of Operations for the Eight-Month Period Ended September 2, 1997, the Four-Month Period ended December 31, 1997 and the Years Ended December 31, 1998 and 1999.................. F-9 Statements of Cash Flows for the Eight-Month Period Ended September 2, 1997, the Four-Month Period ended December 31, 1997 and the Years Ended December 31, 1998 and 1999.................. F-10 Statements of Changes in Stockholders' Equity for the Eight-Month Period Ended September 2, 1997, the Four-Month Period Ended December 31, 1997 and the Years Ended December 31, 1998 and 1999........................ F-11 Notes to Financial Statements............................. F-12
(2) Financial Statement Schedules: All schedules have been omitted since they are not applicable, not required, or the information is included in the financial statements or notes thereto. (3) Listing of Exhibits: 3.01 Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Form 8-K filed October 14, 1999. 3.02 Amended By-Laws of the Registrant, incorporated by reference to Exhibit 4.03 to the Registrant's Post-Effective Amendment No. 4 to Form S-4, Registration Statement No. 333-29883, filed August 28, 1997. 4.01 Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Form 8-K filed October 14, 1999. 4.02 Amended By-Laws of the Registrant, incorporated by reference to Exhibit 4.03 to the Registrant's Post-Effective Amendment No. 4 to Form S-4, Registration Statement No. 333-29883, filed August 28, 1997. 10.01 Tax Sharing Agreement dated as of December 18, 1989, between the Registrant and The Henley Group, Inc. ("Henley Group"), incorporated by reference to Exhibit 10.03 to the Registrant's Annual Report on Form 10-K for 1989. 10.02 Tax Sharing Agreement dated as of December 15, 1988, between Wheelabrator Technologies, Inc. (formerly The Wheelabrator Group, Inc.) ("WTI") and the Registrant ("WTI Tax Sharing Agreement"), incorporated by reference to Exhibit 10.02 to Amendment No. 3 on Form 8 to the Registrant's Registration Statement on Form 10.
11 10.02A Amendment No. 1 to WTI Tax Sharing Agreement dated February 14, 1994, incorporated by reference to Exhibit 10.02A to the Registrant's Annual Report on Form 10-K for 1993. 10.03 Tax Sharing Agreement dated as of June 10, 1992, between Henley Group and Abex Inc., incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for 1992. 10.04 Amendment to Tax Sharing Agreement dated January 25, 1999 between the Registrant and Fisher Scientific International Inc. 10.05 1993 Stock Option/Stock Issuance Plan, incorporated by reference to Exhibit 10.03A to the Registrant's Annual Report on Form 10-K for 1993. 10.06 Deferred Compensation Plan for Non-Employee Directors of the Registrant, incorporated by reference to Exhibit 10.14 to the Registrant's Registration Statement on Form 10. 10.07 Retirement Plan for Non-Employee Directors of the Registrant, incorporated by reference to Exhibit 10.15 to the Registrant's Registration Statement on Form 10. 10.08 Retirement Plan of the Registrant, incorporated by reference to Exhibit 10.16 to Amendment No. 3 on Form 8 to the Registrant's Registration Statement on Form 10. 10.08A Amendment to Retirement Plan of the Registrant dated December 8, 1993, incorporated by reference to Exhibit 10.07A to the Registrant's Annual Report on Form 10-K for 1993. 10.08B Amendment to Retirement Plan of the Registrant dated effective January 1, 2000.* 10.09 The Koll Company 401(k) Plus Plan and Trust Agreement dated July 1, 1989 under which the Registrant elected to participate as an employer effective as of October 1, 1993, incorporated by reference to Exhibit 10.08 to the Registrant's Annual Report on Form 10-K for 1993. 10.10 California Coastal Communities, Inc. 401(k) Plan and Trust Agreement dated effective January 1, 2000.* 10.11 Employment Agreement between the Registrant and Mr. Raymond J. Pacini, dated as of May 1, 1998, incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. 10.11A Extension and Modification of Employment Agreement between the Registrant and Raymond J. Pacini, dated as of December 7, 1999.* 10.12 Employment Agreement between the Registrant and Ms. Sandra G. Sciutto, dated as of May 1, 1998, incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. 10.12A Extension and Modification of Employment Agreement between the Registrant and Sandra G. Sciutto, dated as of December 7, 1999.* 10.13 Independent Contractor Consulting Agreement among the Registrant, GSSW-REO, L.C., a Texas limited liability company and Thomas W. Sabin, Jr. dated as of May 20, 1998, incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 10.13A Extension and Modification of Independent Contractor Consulting Agreement among the Registrant, GSSW-REO, L.C., a Texas limited liability company and Thomas W. Sabin, Jr. dated as of December 7, 1999.* 10.14 KREG Operating Co. Stock Purchase Agreement dated as of March 30, 1998 between the Registrant and Koll Development Company, LLC and certain affiliates, incorporated by reference to Exhibit 10.25 to Registrant's Annual Report on Form 10-K for 1997. 21.01 Subsidiaries of the Registrant.* 27.01 Financial Data Schedule.*
12 * Filed herewith. (b) Reports on Form 8-K: Current Report on Form 8-K dated October 14, 1999 attaching a press release announcing that pursuant to an unsolicited written consent from a majority of the Registrant's stockholders, the Registrant filed certain amendments to its certificate of incorporation. The effect of the amendments is to prohibit the acquisition of the Registrant's common stock by anyone who would become a 5% stockholder or by existing 5% stockholders, except in certain permissible circumstances which would not significantly increase the risk of an Ownership Change (as defined by the Internal Revenue Code of 1986, as amended) and would not, therefore, jeopardize the Company's ability to use its $190 million of tax loss carryforwards ("NOLs"). While these amendments reduced the Registrant's risk of an Ownership Change occurring due to the acquisition of shares by 5% stockholders, the risk remains that an Ownership Change could result from the sale of shares by existing 5% stockholders. 13 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 28, 2000 CALIFORNIA COASTAL COMMUNITIES, INC. By: /s/ SANDRA G. SCIUTTO ----------------------------------------- Sandra G. Sciutto SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities 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 date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ PHILLIP R. BURNAMAN II Director -------------------------------------- March 28, 2000 (Phillip R. Burnaman II) /s/ DAVID J. MATLIN Director -------------------------------------- March 28, 2000 (David J. Matlin) /s/ RAYMOND J. PACINI President, Chief Executive Officer -------------------------------------- and Director March 28, 2000 (Raymond J. Pacini) /s/ THOMAS W. SABIN, JR. Director and Chairman of the Board -------------------------------------- March 28, 2000 (Thomas W. Sabin, Jr.) /s/ SANDRA G. SCIUTTO Senior Vice President and Chief -------------------------------------- Financial Officer March 28, 2000 (Sandra G. Sciutto) /s/ J. THOMAS TALBOT Director -------------------------------------- March 28, 2000 (J. Thomas Talbot)
14 CALIFORNIA COASTAL COMMUNITIES, INC. SELECTED FINANCIAL DATA Set forth below is selected financial data of the Company and its consolidated subsidiaries, which has been reclassified for prior periods to present the commercial development business as discontinued operations (see Note 4 to the Company's Financial Statements). On September 2, 1997, the Company completed a recapitalization under chapter 11 of the bankruptcy code (the "Recapitalization", see Note 3 to the Company's Financial Statements). The following information should be read in conjunction with the financial statements beginning on page F-8 of this Form 10-K.
PREDECESSOR COMPANY SUCCESSOR COMPANY ---------------------------------- ---------------------------------- YEARS ENDED EIGHT-MONTH FOUR-MONTH YEARS ENDED DECEMBER 31, PERIOD ENDED PERIOD ENDED DECEMBER 31, ------------------- SEPTEMBER 2, DECEMBER 31, ------------------- 1995 1996 1997 1997 1998 1999 -------- -------- ------------ ------------ -------- -------- (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) BALANCE SHEET DATA AT PERIOD END: Unrestricted cash, cash equivalents and short-term investments (a)..... $ 4.8 $ 2.1 $ 7.2 $ 26.6 $ 8.8 Total assets (a)..................... 276.1 256.6 173.3 174.2 169.9 Bank debt (b)........................ 16.6 8.2 -- -- -- Project debt (b)..................... -- -- -- -- 7.4 Subordinated debentures and other liabilities subject to compromise (b)................................ 177.6 200.3 -- -- -- Total stockholders' equity (c)....... $ 29.6 $ 1.1 $140.1 $142.7 $132.8 Shares outstanding at end of period (g)................................ N/A N/A N/A 11.9 11.5 10.1 Book value per common share-basic (g)................................ N/A N/A N/A $11.77 $12.41 $13.15 STATEMENT OF OPERATIONS DATA: Revenues (d),(e)..................... $ 26.5 $ 34.5 $ 33.9 $ 4.3 $ 2.1 $ -- Loss from continuing operations (e),(f)............................ (116.0) (29.3) (85.3) (1.3) (2.3) (1.8) Net income (loss) (f)................ (116.9) (28.9) 9.6 (.5) 4.2 (1.6) PER COMMON SHARE-BASIC AND DILUTED: Loss from continuing operations (g)................................ N/A N/A N/A $ (.11) $ (.19) $ (.17) Earnings (loss) (g).................. N/A N/A N/A $ (.04) $ .35 $ (.15) WEIGHTED AVERAGE SHARES OUTSTANDING (g).................................. N/A N/A N/A 11.9 11.9 10.7
- ------------------------ (a) The decrease in cash, cash equivalents and short-term investments at December 31, 1996 is primarily attributable to the funding of project development and infrastructure costs and general and administrative expenses, partially offset by sales of real estate held for development or sale. The increase in cash, cash equivalents and short-term investments at December 31, 1997 primarily reflects the February 1997 sale of the Bolsa Chica lowlands partially offset by repayments of bank debt and other 1997 costs. The decrease in total assets at December 31, 1997 primarily reflects Fresh-Start Reporting adjustments recorded in connection with the Recapitalization on September 2, 1997 (see Notes 3 and 5 to the Company's Financial Statements). The increase in cash, cash equivalents and short-term investments at December 31, 1998 primarily reflects the April 1998 sale of the commercial development business, partially offset by project development costs, stock repurchases and general and administrative expenses. The decrease in cash, cash equivalents and short-term investments at December 31, 1999 primarily reflects stock repurchases, the deposit of restricted cash and expenditures for project development costs and general and administrative expenses. (b) The decrease in bank debt at December 31, 1996 reflects principal repayments in excess of borrowings for construction of infrastructure improvements at Rancho San Pasqual partially offset by borrowings F-1 for a Signal Landmark build-to-suit project. The decrease in bank debt at December 31, 1997 reflects the repayment of the outstanding loan balances in the first quarter of 1997. The decrease in subordinated debentures and other liabilities subject to compromise reflects the Recapitalization on September 2, 1997. The increase in project debt at December 31, 1999 reflects borrowings under a construction loan for the Company's Rancho San Pasqual project. (c) The decrease in equity at December 31, 1996 reflects the net loss for the year then ended, primarily due to interest expense on the subordinated debentures. The increase in equity at December 31, 1997 reflects the issuance of new Common Stock in exchange for the subordinated debentures and other liabilities subject to compromise upon completion of the recapitalization, partially offset by Fresh-Start Reporting adjustments. The increase in equity at December 31, 1998 reflects net income for the year then ended, along with the issuance of restricted stock to the Company's Chief Executive Officer, partially offset by $2.9 million of stock repurchases in December 1998. The decrease in equity at December 31, 1999 reflects stock repurchases of $8.3 million and the net loss for the year then ended (see Note 12 to the Company's Financial Statements). (d) The increase in 1996 revenues reflects the sale of residential lots and the Eagle Crest Golf Course at Rancho San Pasqual, the formation of the Fairbanks Highlands joint venture and the sale of resort/ residential lots in Michigan. The increase in 1997 revenues primarily reflects the sale of the Bolsa Chica lowlands, partially offset by the absence of the Eagle Crest Golf Course sale and the formation of the Fairbanks Highlands joint venture. The decrease in revenues in 1998 reflects the absence of the 1997 sale of the Bolsa Chica lowlands and the completion of Rancho San Pasqual Phase I lot sales in May 1998. (e) Amounts have been reclassified to present the commercial development business as a discontinued operation (see Note 4 to the Company's Financial Statements). (f) The loss from continuing operations and net loss for the year ended December 31, 1996 are primarily the result of non-cash interest charged on the subordinated debentures. The net income for the eight-month period ended September 2, 1997 reflects the extraordinary gain on extinguishment of debt as a result of the Recapitalization, partially offset by Fresh-Start Reporting adjustments, reorganization costs and non-cash interest charged on the subordinated debentures. The net income for 1998 reflects the after-tax gain on sale of the commercial development business of $6.1 million, partially offset by general and administrative expenses. The net loss for 1999 primarily reflects general and administrative expenses, partially offset by $1.5 million of non-recurring other income from a change in estimate for an indemnity obligation reserve related to a disposed business based on an analysis of recent claims history. (g) The new Common Stock began trading on September 2, 1997 concurrent with the Recapitalization and the one-for-one hundred (1:100) reverse stock split. Accordingly, per share information for the old common shares is not shown, as it would not be comparable. F-2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is a residential land development and homebuilding company with properties located primarily in Southern California. The principal activities of the Company and its consolidated subsidiaries include: (i) obtaining zoning and other entitlements for land it owns and improving the land for residential development; and (ii) single-family residential construction in Southern California. Once the residential land owned by the Company is entitled, the Company may sell unimproved land to other developers or homebuilders; sell improved land to homebuilders; or participate in joint ventures with other developers, investors or homebuilders to finance and construct infrastructure and homes. In April 1998, the Company sold its commercial development business as further described in Note 4 to the Company's Financial Statements, and accordingly, the Financial Statements have been reclassified to present the commercial development business as discontinued operations. During 2000, the Company will continue to focus its immediate efforts to (i) obtain approval from the California Coastal Commission ("Coastal Commission") for modifications to the Local Coastal Program ("LCP") for the Warner Mesa project in accordance with the court's decisions as further described in Note 5 to the Company's Financial Statements; (ii) complete the secondary permitting for development of Warner Mesa; and (iii) commence infrastructure construction on Warner Mesa as soon as possible; however, the Company may also consider other strategic and joint venture opportunities. There can be no assurance that the Company will accomplish, in whole or in part, all or any of these strategic goals. Historically, the Company has not been able to generate significant gross operating margins or cash flows from operating activities due to the nature of its principal assets. The substantial majority of the Company's assets is residential land which has required significant investments before the land could be sold to homebuilders or developed in joint ventures. In addition, the relatively high book value of these assets has resulted in sales approximating break-even. Pursuant to Fresh Start Reporting, implementation of the Recapitalization through the prepackaged plan resulted in a write-down of Warner Mesa to fair value in September 1997 (which will reduce future costs of sales) and therefore, once the administrative and legal delays are overcome and the entitlement process is completed, the Company expects to begin generating profits from the Warner Mesa project. However, with the April 16, 1999 Court of Appeal's decision which requires a third hearing before the Coastal Commission to approve modifications to the LCP, the Company is faced with further delays in implementing its plans for residential development on Warner Mesa. While the Company currently anticipates obtaining Coastal Commission approval in June 2000, which would allow infrastructure construction to commence in the first quarter of next year, there can be no assurance in that regard. Real estate held for development or sale and land held for development (real estate properties) are carried at fair value as of September 2, 1997, following adoption of Fresh-Start Reporting as discussed in Note 3, as adjusted by subsequent activity. The Company's real estate properties are subject to a number of uncertainties which can affect the fair values of those assets. These uncertainties include litigation or appeals of regulatory approvals (as discussed above) and availability of adequate capital, financing and cash flow. In addition, future values may be adversely affected by increases in property taxes, increases in the costs of labor and materials and other development risks, changes in general economic conditions, including higher mortgage interest rates, and other real estate risks such as the demand for housing generally and the supply of competitive products. Real estate properties do not constitute liquid assets and, at any given time, it may be difficult to sell a particular property for an appropriate price. During the last two years, the strengthened economy of California has resulted in improvement in the real estate market, and the number of potential purchasers interested in Southern California residential properties appears to have increased, resulting in improved prices. However, there can be no assurance regarding the continued health of the California economy and the strength and longevity of current conditions affecting the residential real estate market. F-3 LIQUIDITY AND CAPITAL RESOURCES. The principal assets in the Company's portfolio are residential land which must be held over an extended period of time in order to be developed to a condition that, in management's opinion, will ultimately maximize the return to the Company. Consequently, the Company requires significant capital to finance its real estate development operations. Except for the effect of the gain on disposition of the commercial development business in 1998, the Company expects to report losses or insignificant income until such time as home sales commence in the second quarter of 2000. Historically, sources of capital have included bank lines of credit, specific property financings, asset sales and available internal funds. The Company is utilizing project debt to fund the Rancho San Pasqual construction and closed a construction loan for the Sandover project in the first quarter of 2000. The Company believes that its cash on hand and funds available under credit agreements will be sufficient to meet anticipated cash and capital requirements, primarily project development costs for Warner Mesa, Sandover and Rancho San Pasqual, and general and administrative expenses for the next 12 months. In addition, the Company expects that its Fairbanks Highlands joint venture, Rancho San Pasqual and Sandover projects will begin contributing to income and generating positive cash flow in the first half of 2000. These three homebuilding projects are expected to generate in excess of $20 million in cash flow over the next two years, based on present economic conditions and market assumptions. FINANCIAL CONDITION. DECEMBER 31, 1999 COMPARED WITH DECEMBER 31, 1998 The $17.8 million decrease in cash, cash equivalents and short-term investments primarily reflects the repurchase of shares of the Company's stock for an aggregate of approximately $8.3 million, the $3.2 million deposit of restricted cash described below, along with spending on project development costs for Warner Mesa and the payment of federal income taxes related to the settlement of IRS audits for the years ended December 31, 1989, 1990 and 1991, as discussed in Note 8, as well as other activity presented in the Statements of Cash Flows. Restricted cash as of December 31, 1999 reflects collateral for a letter of credit obtained by the Company to secure certain indemnity obligations under a tax sharing agreement with a former affiliate. The $11.9 million increase in real estate held for development or sale primarily represents infrastructure and home-building costs for the Company's 112-home Rancho San Pasqual project in Escondido, California and its 16-home Sandover project in Huntington Beach, California. In addition, it reflects the reclassification of land with an historical value of $3.3 million from land held for investment to land held for development for the Sandover project. The $.8 million decrease in land held for development reflects the reclassification of Sandover land described above, partially offset by $2.5 million of investment in the Warner Mesa project during 1999. Other assets decreased by $1.0 million primarily as a result of amortization of prepaid costs and collection of a receivable. The $.3 million increase in accounts payable and accrued liabilities reflects the increased level of construction activity for the Company's Rancho San Pasqual and Sandover projects. The $7.4 million increase in project debt reflects borrowing under a construction loan for the Company's Rancho San Pasqual project. The $2.1 million decrease in other liabilities primarily reflects (i) a change in estimate resulting in a $1.5 million reduction in the anticipated indemnity obligations for a disposed business, based on an analysis of recent claims history, (ii) the payment of federal income taxes discussed above, and (iii) full payment on a claim related to a joint venture interest sold in 1992, partially offset by a change in estimate related to obligations to certain former directors under a frozen retiree director pension plan. F-4 The $9.9 million decrease in stockholders' equity reflects stock repurchases of $8.3 million, as well as the net loss for the year. DECEMBER 31, 1998 COMPARED WITH DECEMBER 31, 1997. The $19.4 million increase in cash and cash equivalents primarily reflects the $33.3 million in proceeds from the sale of the commercial development business which was completed on April 30, 1998, along with net proceeds from the sales of 35 lots at Rancho San Pasqual, and an industrial building in Naples, Florida, partially offset by spending for project development costs for Warner Mesa, stock repurchases and general and administrative expenses, as well as other activity presented in the Statements of Cash Flows. The $4.1 million increase in land held for development reflects investment in the Warner Mesa project during 1998. The $3.1 million decrease in reorganization value in excess of amounts allocated to net assets primarily reflects a credit resulting from the income tax provision recorded for the gain on sale of the commercial development business, pursuant to Fresh-Start Reporting, as discussed in Note 3. The $19.3 million decrease in discontinued operations reflects completion of the sale of the commercial development business on April 30, 1998. The $1.8 million decrease in accounts payable and accrued liabilities primarily reflects the payment of accrued expenses. The $2.6 million increase in stockholders' equity reflects net income for the year, along with the issuance of restricted stock to the Company's Chief Executive Officer, partially offset by $2.9 million of stock repurchases in December 1998. RESULTS OF OPERATIONS The nature of the real estate development business is such that individual real estate transactions often cause significant fluctuations in operating results from quarter to quarter and year to year. 1999 COMPARED WITH 1998. The Company reported no revenues for 1999, compared with revenues from continuing operations of $2.1 million for 1998. Revenues and related costs of sale in the 1998 period reflect the sales of the final 35 lots in phase I of the Company's Rancho San Pasqual project and an industrial building in Naples, Florida. The Company does not expect to report any revenues until the second quarter of 2000, when the delivery of homes is scheduled to commence at its 112-home Rancho San Pasqual project in Escondido, California. The decrease in interest expense primarily reflects the cessation of accruing for interest expense on capital contribution notes due to a partnership effective April 1999 (see Note 4). Other income of $2.6 million for the year ended December 31, 1999 primarily reflects non-recurring income of $1.5 million resulting from a change in estimate for an indemnity obligation on a disposed business, based on an analysis of recent claims history, and interest income of $1.0 million. Income from recovery of legal expenses related to settled construction defects litigation and settlement of certain other litigation is partially offset by a change in estimate for pension payments to certain former directors under a frozen retiree director pension plan. The $1.5 million in other income, net for the year ended December 31, 1998 primarily reflects interest income. The benefit for income taxes for the year ended December 31, 1999 has been offset by a corresponding valuation allowance. F-5 Gain from discontinued operations for the 1999 period reflects income tax refunds for overpayment of 1998 alternative minimum taxes. 1998 COMPARED WITH 1997. The decrease in revenues from $38.2 million in 1997 to $2.1 million in 1998 and the decrease in the related costs of sales from $37.7 million in 1997 to $1.8 million in 1998 reflect the 1997 sales of the Bolsa Chica wetlands to the State of California for $25 million, lots at Rancho San Pasqual for $7.1 million and the $3.1 million sale of a build-to-suit project in Signal Hill, California, compared with the $1.7 million sale of the remaining 35 phase I residential lots at Rancho San Pasqual and the $.4 million sale of an industrial building in Naples, Florida in 1998. General and administrative expenses in the eight-month period ended September 2, 1997 include approximately $2.8 million of non-recurring costs incurred in connection with the exchange offer for the Company's subordinated debentures. General and administrative expenses after excluding such non-recurring costs were $3.7 million in 1998, compared with $4.1 million in 1997. The decrease in interest expense primarily reflects the absence in 1998 of (i) interest on the subordinated debentures after they were cancelled on September 2, 1997, the effective date of the Recapitalization, and (ii) interest on bank debt which was repaid in February 1997. The $1.4 million of noncash interest expense in 1998 reflects interest expense on (i) discounted liabilities under Fresh-Start Reporting and (ii) capital contribution notes due to a partnership. Other income, net of $1.5 million for the year ended December 31, 1998 primarily reflects interest income. The $4.2 million in other income, net for the year ended December 31, 1997 primarily reflects nonrecurring income from (i) the sale of a minority interest in a privately held company and (ii) gains recognized in connection with the settlement of certain claims. The benefit for income taxes for the year ended December 31, 1997 has been offset by a corresponding valuation allowance. For the year ended December 31, 1998, pursuant to Fresh-Start Reporting, a reduction in the income tax valuation allowances established at the Reorganization date resulted in a credit to reorganization value in excess of amounts allocated to net assets of approximately $3.0 million and an increase in capital in excess of par value of approximately $.2 million. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Certain of the foregoing information is forward looking in nature and involves risks and uncertainties that could significantly impact the ability of the Company to achieve its currently anticipated goals and objectives. These risks and uncertainties include, but are not limited to, litigation or appeals of regulatory approvals (including ongoing litigation and administrative proceedings in the Coastal Act Lawsuit related to the Company's principal asset, Warner Mesa), injunctions prohibiting implementation of approved development plans pending the outcome of litigation, and availability of adequate capital, financing and cash flow. In addition, future values may be adversely affected by increases in property taxes, increases in the costs of labor and materials and other development risks, changes in general economic conditions, including higher mortgage interest rates and other real estate risks such as the demand for housing generally and the supply of competitive products. Real estate properties do not constitute liquid assets and, at any given time, it may be difficult to sell a particular property for an appropriate price. F-6 INDEPENDENT AUDITORS' REPORT To The Board of Directors and Stockholders of California Coastal Communities, Inc.: We have audited the accompanying consolidated balance sheets of California Coastal Communities, Inc. and its subsidiaries (the "Company") as of December 31, 1999 and 1998, and the related consolidated statements of operations, cash flows, and changes in stockholders' equity for the years ended December 31, 1999 and 1998 and the four-month period ended December 31, 1997 ("Successor Company"), and for the eight-month period ended September 2, 1997 ("Predecessor Company"). 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 in accordance with auditing standards generally accepted in the United States of America. 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. As discussed in Note 3 to the financial statements, on August 19, 1997, the Bankruptcy Court confirmed the Plan of Reorganization which became effective on September 2, 1997. Accordingly, the accompanying financial statements have been prepared in conformity with AICPA Statement of Position 90-7, "Financial Reporting for Entities in Reorganization Under the Bankruptcy Code", for the Successor Company as a new entity with assets, liabilities, and a capital structure having carrying values not comparable with prior periods as described in Note 3. In our opinion, the Successor Company financial statements present fairly, in all material respects, the financial position of California Coastal Communities, Inc. and its subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for the years ended December 31, 1999 and 1998 and the four-month period ended December 31, 1997, in conformity with accounting principles generally accepted in the United States of America. Further, in our opinion, the Predecessor Company financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the eight-month period ended September 2, 1997 in conformity with accounting principles generally accepted in the United States of America. The Company carries its real estate properties at cost, net of impairment losses. As discussed in Note 2, the estimation process is inherently uncertain and relies to a considerable extent on future events and market conditions. As discussed in Note 5, the development of the Company's Warner Mesa project is dependent upon various governmental approvals and various economic factors. Accordingly, the amount ultimately realized from such project may differ materially from the current estimate of fair value. Deloitte & Touche LLP Costa Mesa, California March 23, 2000 F-7 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31 ------------------- 1998 1999 -------- -------- (IN MILLIONS) ASSETS Cash and cash equivalents................................... $ 26.6 $ 5.8 Short-term investments...................................... -- 3.0 Restricted cash............................................. -- 3.4 Real estate held for development or sale.................... 3.2 15.1 Land held for development................................... 137.3 136.5 Other assets................................................ 7.1 6.1 ------ ------ $174.2 $169.9 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable and accrued liabilities.................. $ 1.7 $ 2.0 Project debt.............................................. -- 7.4 Other liabilities......................................... 29.8 27.7 ------ ------ Total liabilities....................................... 31.5 37.1 ------ ------ Commitments and Contingencies Stockholders' equity: Common Stock--$.05 par value; 18,000,000 and 18,000,000 shares authorized, respectively; 11,477,610 and 10,058,589 shares outstanding, respectively.......................... .6 .5 Excess Stock--$.05 par value; none and 18,000,000 shares authorized, respectively; no shares outstanding........... -- -- Capital in excess of par value.............................. 138.4 130.2 Retained earnings........................................... 3.7 2.1 ------ ------ Total stockholders' equity.............................. 142.7 132.8 ------ ------ $174.2 $169.9 ====== ======
See independent auditors' report and accompanying notes to consolidated financial statements. F-8 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
PREDECESSOR COMPANY SUCCESSOR COMPANY ------------ ---------------------------------- EIGHT-MONTH FOUR-MONTH FOR THE YEARS PERIOD ENDED PERIOD ENDED ENDED SEPTEMBER 2, DECEMBER 31, DECEMBER 31, 1997 1997 1998 1999 ------------ ------------ -------- -------- (IN MILLIONS EXCEPT PER SHARE AMOUNTS) Revenues............................................... $ 33.9 $ 4.3 $ 2.1 $ -- Cost of sales.......................................... 33.4 4.3 1.8 -- ------ ----- ----- ----- Gross operating margin............................... .5 -- .3 -- General and administrative expenses.................... 5.5 1.4 3.7 3.5 Interest expense....................................... 17.1 .4 1.4 .8 Other income........................................... (3.7) (.5) (1.5) (2.6) ------ ----- ----- ----- Loss from continuing operations before reorganization items and income taxes............................... (18.4) (1.3) (3.3) (1.7) Reorganization items: Fresh-start adjustments.............................. 63.8 -- -- -- Reorganization costs................................. 2.8 -- -- -- ------ ----- ----- ----- Loss from continuing operations before income taxes.... (85.0) (1.3) (3.3) (1.7) Provision (benefit) for income taxes................... .3 -- (1.0) .1 ------ ----- ----- ----- Loss from continuing operations........................ (85.3) (1.3) (2.3) (1.8) Discontinued operations: Income from operations, net of income taxes of $0, $0, $.3 and $0, respectively....................... 5.4 .8 .4 -- Gain on disposition, net of income taxes of $0, $0, $4.4 and ($.2), respectively....................... -- -- 6.1 .2 ------ ----- ----- ----- Income (loss) before extraordinary gain................ (79.9) (.5) 4.2 (1.6) Extraordinary gain on extinguishment of debt, net of income taxes of $0................................... 89.5 -- -- -- ------ ----- ----- ----- Net income (loss)...................................... $ 9.6 $ (.5) $ 4.2 $(1.6) ====== ===== ===== ===== Earnings (loss) per common share-basic and diluted: Continuing operations................................ N/A $(.11) $(.19) $(.17) Discontinued operations.............................. N/A .07 .54 .02 Extraordinary gain................................... N/A -- -- -- ------ ----- ----- ----- Net earnings (loss) per common share-basic and diluted.............................................. N/A $(.04) $ .35 $(.15) ====== ===== ===== =====
See independent auditors' report and accompanying notes to consolidated financial statements. F-9 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
PREDECESSOR COMPANY SUCCESSOR COMPANY ------------ ---------------------------------------- EIGHT-MONTH FOUR-MONTH PERIOD ENDED PERIOD ENDED FOR THE YEARS ENDED SEPTEMBER 2, DECEMBER 31, DECEMBER 31, 1997 1997 1998 1999 ------------ ------------ -------- -------- (IN MILLIONS EXCEPT PER SHARE AMOUNTS) Cash flows from operating activities: Net income (loss).................................... $ 9.6 $ (.5) $ 4.2 $(1.6) Adjustments to reconcile to cash provided (used) by operating activities: Fresh-start adjustments............................ 63.8 -- -- -- Extraordinary gain on extinguishment of debt....... (89.5) -- -- -- Non-cash reorganization costs...................... 1.9 -- -- -- Change in indemnity obligation..................... -- -- -- (1.5) Depreciation and amortization...................... -- .1 -- -- Non-cash interest expense.......................... 17.1 .4 1.4 .5 Interest income on restricted cash................. -- -- -- (.2) Deferred income taxes.............................. -- -- (1.4) -- Gain on sale of discontinued operation............. -- -- (6.1) -- Gains on asset sales............................... (.4) -- (.3) -- Proceeds from asset sales, net..................... 33.5 4.2 2.0 -- Investments in real estate held for development or sale............................................. (2.3) (.2) (.9) (8.6) Investment in land held for development............ (4.2) (3.2) (4.1) (2.5) Decrease (increase) in other assets................ 1.0 (.2) (.6) 1.0 Decrease in accounts payable, accrued and other liabilities...................................... (6.8) (2.1) (3.1) (.8) Other, net......................................... -- .6 -- -- ------ ----- ------ ----- Cash provided (used) by operating activities of continuing operations.......................... 23.7 (.9) (8.9) (13.7) ------ ----- ------ ----- Cash used by operating activities of discontinued operations..................................... (37.6) (35.4) (27.8) -- ------ ----- ------ ----- Cash flows from investing activities: Proceeds from sale of discontinued operation......... -- -- 33.3 -- Purchase of short term investments................... -- -- -- (3.0) ------ ----- ------ ----- Cash provided (used) by investing activities..... -- -- 33.3 (3.0) ------ ----- ------ ----- Cash flows from financing activities: Borrowings of bank debt.............................. .9 -- -- 7.4 Repayments of bank debt.............................. (9.1) -- -- -- Deposit of restricted cash........................... -- -- -- (3.2) Use of restricted cash............................... .2 -- -- -- Issuance of restricted stock......................... -- -- 1.1 -- Repurchases of common stock.......................... -- -- (2.9) (8.3) ------ ----- ------ ----- Cash used by financing activities of continuing operations..................................... (8.0) -- (1.8) (4.1) ------ ----- ------ ----- Cash provided by financing activities of discontinued operations........................ 27.1 36.2 24.6 -- ------ ----- ------ ----- Net increase (decrease) in cash and cash equivalents... 5.2 (.1) 19.4 (20.8) Cash and cash equivalents--beginning of period......... 2.1 7.3 7.2 26.6 ------ ----- ------ ----- Cash and cash equivalents--end of period............... $ 7.3 $ 7.2 $ 26.6 $ 5.8 ====== ===== ====== =====
See independent auditors' report and accompanying notes to consolidated financial statements. F-10 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
DEFERRED SERIES A CLASS A CAPITAL IN PROCEEDS MINIMUM RETAINED PREFERRED COMMON COMMON EXCESS OF FROM STOCK PENSION EARNINGS STOCK STOCK STOCK PAR VALUE ISSUANCE LIABILITY (DEFICIT) TOTAL --------- -------- -------- ---------- ---------- --------- --------- -------- (IN MILLIONS) Balance December 31, 1996... $ .4 $2.4 $ -- $229.2 $(.4) $(.6) $(229.9) $ 1.1 Net income (Eight-month period-Predecessor Company).................. -- -- -- -- -- -- 9.6 9.6 ---- ---- ---- ------ ---- ---- ------- ------ Predecessor Company Balance at September 2, 1997...... .4 2.4 -- 229.2 (.4) (.6) (220.3) 10.7 Recapitalization and Fresh-Start Adjustments: Cancel Class A Common and Series A Preferred Shares................ (.4) (2.4) -- -- -- -- -- (2.8) Issue New Common Shares................ -- -- .6 -- .4 -- -- 1.0 Fresh-Start Adjustments........... -- -- -- (89.2) -- -- 220.3 131.1 ---- ---- ---- ------ ---- ---- ------- ------ Successor Company Balance at September 3, 1997......... -- -- .6 140.0 -- (.6) -- 140.0 Net loss (Four-month period-Successor Company)................ -- -- -- -- -- -- (.5) (.5) Minimum pension liability............... -- -- -- -- -- .6 -- .6 ---- ---- ---- ------ ---- ---- ------- ------ Successor Company Balance at December 31, 1997......... -- -- .6 140.0 -- -- (.5) 140.1 Net income................ -- -- -- -- -- -- 4.2 4.2 Pre-Reorganization net operating loss.......... -- -- -- .2 -- -- -- .2 Restricted stock grant.... -- -- -- 1.1 -- -- -- 1.1 Stock repurchases......... -- -- -- (2.9) -- -- -- (2.9) ---- ---- ---- ------ ---- ---- ------- ------ Balance December 31, 1998... -- -- .6 138.4 -- -- 3.7 142.7 Net loss.................. -- -- -- -- -- -- (1.6) (1.6) Stock repurchases......... -- -- (.1) (8.2) -- -- -- (8.3) ---- ---- ---- ------ ---- ---- ------- ------ Balance December 31, 1999... $ -- $ -- $ .5 $130.2 $ -- $ -- $ 2.1 $132.8 ==== ==== ==== ====== ==== ==== ======= ======
See independent auditors' report and accompanying notes to consolidated financial statements. F-11 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1--FORMATION AND BASIS OF PRESENTATION The principal activities of California Coastal Communities, Inc. and its consolidated subsidiaries (the "Company", formerly known as Koll Real Estate Group, Inc., The Bolsa Chica Company and Henley Properties Inc.) include: (i) obtaining zoning and other entitlements for land it owns and improving the land for residential development; and (ii) single-family residential construction in Southern California. Once the residential land owned by the Company is entitled, the Company may sell unimproved land to other developers or homebuilders; sell improved land to homebuilders; or participate in joint ventures with other developers, investors or homebuilders to finance and construct infrastructure and homes. On December 31, 1989, The Henley Group, Inc. separated its business into two public companies through a distribution to its Class A and Class B common stockholders of all of the common stock of a newly formed Delaware corporation to which The Henley Group, Inc. had contributed its non-real estate development operations, assets and related liabilities. The new company was named The Henley Group, Inc. ("Henley Group") immediately following the distribution. The remaining company was renamed Henley Properties Inc. ("Henley Properties") and consisted of the real estate development business and assets of Henley Group, including its principal subsidiary Signal Landmark. On July 16, 1992, a subsidiary of Henley Properties merged with and into Henley Group (the "Merger") and Henley Group became a wholly owned subsidiary of Henley Properties. In the Merger, Henley Properties, through its Henley Group subsidiary, received net assets having a book value as of July 16, 1992 of approximately $45.3 million, consisting of approximately $103.6 million of assets, including $58.3 million of cash and a 44% interest in Deltec Panamerica S.A. ("Deltec"), and $58.3 million of liabilities. In connection with the Merger, Henley Properties was renamed The Bolsa Chica Company. On September 30, 1993, a subsidiary of The Bolsa Chica Company acquired the domestic real estate development business and related assets of The Koll Company. In connection with this acquisition, The Bolsa Chica Company was renamed Koll Real Estate Group, Inc. On September 2, 1997, the Company completed a recapitalization which resulted in the exchange of all the then existing Debentures, Series A Preferred Stock and Class A Common Stock into new Common Stock. In addition, upon the recapitalization, the Company adopted the provisions of Statement of Position No. 90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("Fresh-Start Reporting"). The recapitalization is further described in Note 3. On April 30, 1998, the Company sold its commercial development business as further described in Note 4. Accordingly, the financial results of the commercial development business have been treated as discontinued operations in the accompanying financial statements. Immediately following the sale, Koll Real Estate Group, Inc. was renamed California Coastal Communities, Inc. The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified to conform with the current year presentation. NOTE 2--SIGNIFICANT ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. F-12 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SHORT-TERM INVESTMENTS At December 31, 1999, the Company's short-term investments consisted primarily of commercial paper carried at amortized cost which approximated fair market value. RESTRICTED CASH Restricted cash as of December 31, 1999 reflects a mortgage backed security recorded at amortized cost, maturing in January 2000. The security is held as collateral for a letter of credit obtained by the Company to secure certain indemnity obligations under a tax sharing agreement with a former affiliate. REAL ESTATE Real estate held for development and land held for development (real estate properties) are carried at the lower of cost, or, if impaired, the fair value of the asset. Real estate held for sale is carried at the lower of cost or fair value less costs to sell. The estimation process involved in the determination of fair value is inherently uncertain since it requires estimates as to future events and market conditions. Such estimation process assumes the Company's ability to complete development and dispose of its real estate properties in the ordinary course of business based on management's present plans and intentions. Economic, market, environmental and political conditions may affect management's development and marketing plans. In addition, the implementation of such development and marketing plans could be affected by the availability of future financing for development and construction activities. Accordingly, the ultimate fair values of the Company's real estate properties are dependent upon future economic and market conditions, the availability of financing, and the resolution of political, environmental and other related issues. The cost of sales of multi-unit projects is generally computed using the relative sales value method, with direct construction costs and property taxes accumulated by phase, using the specific identification method. Interest cost is capitalized to real estate projects during their development and construction period. IMPAIRMENT OF LONG-LIVED ASSETS The Company assesses the impairment of long-lived assets in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of" ("SFAS 121"), which requires an impaired asset (real property or intangible) to be written down to fair value. If an impairment occurs, the fair value of an asset for purposes of SFAS 121 is deemed to be the amount a willing buyer would pay a willing seller for such asset in a current transaction. On September 2, 1997, the Company completed its recapitalization pursuant to court confirmation of a Prepackaged Plan of Reorganization, and the Company applied the principles required by the American Institute of Certified Public Accountant's Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("Fresh-Start Reporting") and the carrying value of real estate properties was adjusted to fair value (Note 3). During the years ended December 31, 1998 and 1999, no provision for impairment was considered necessary. INCOME TAXES The Company accounts for income taxes on the liability method. Deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities, using F-13 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) enacted tax rates in effect in the years in which these differences are expected to reverse. The liability method requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to the deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax asset will not be realized. RECOGNITION OF REVENUES Sales are recorded using the full accrual method when title to the real estate sold is passed to the buyer and the buyer has made an adequate financial commitment. When it is determined that the earnings process is not complete, income is deferred using the installment, cost recovery or percentage of completion methods of accounting. EARNINGS PER COMMON SHARE The Company computes earnings per share in accordance with SFAS No. 128, "Earnings per Share". For periods commencing September 2, 1997, earnings per share is computed using the weighted average number of outstanding shares of the Company's Common Stock. The weighted average common shares outstanding were 11.9 million and 10.7 million for the years ended December 31, 1998 and 1999, respectively. The weighted average common shares outstanding reflect the issuance, effective May 1998, of 100,000 shares to the Company's Chief Executive Officer under a restricted stock grant, and the repurchase and cancellation of 490,000 shares and approximately 1.4 million shares in December 1998 and June 1999, respectively. Earnings per share, assuming dilution, is computed using the weighted average number of common shares outstanding and the dilutive effect of potential common shares outstanding. Per share data for the period prior to September 2, 1997 has been omitted as these amounts do not reflect the Company's current capital structure. NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 1999, the Company adopted SFAS No. 132, "Employers' Disclosures about Pension and Other Postretirement Benefits" ("SFAS 132"), which standardizes the disclosure requirements for pensions and other postretirement benefit plans. This new statement does not change the measurement or recognition of those plans. The adoption of this standard did not have a material effect on the Company's financial position, results of operations or cash flows, and any effect is generally limited to the form and content of its disclosures. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. SFAS 133 will be adopted in 2001 as required. Management believes the adoption of this standard will not have a material effect on the Company's financial position, results of operations or cash flows, and any effect will generally be limited to the form and contents of its disclosures. F-14 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. NOTE 3--RECAPITALIZATION On September 2, 1997, the Company completed its recapitalization (the "Recapitalization") which became effective pursuant to a prepackaged plan of reorganization that was confirmed by the U.S. Bankruptcy Court for the District of Delaware on August 19, 1997. The prepackaged plan was filed by the Company, excluding all of its subsidiaries and affiliates, contemporaneously with a voluntary petition for relief under Chapter 11 of the bankruptcy code on July 14, 1997. The Recapitalization had previously received over 95% approval of each class of stock and bondholders that voted through a public solicitation process in June 1997. On September 2, 1997, the effective date of the Recapitalization, the Company (referred to as "Successor Company" for periods after September 2, 1997) adopted the provisions of Statement of Position No. 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("Fresh-Start Reporting") as promulgated by the American Institute of Certified Public Accountants in November 1990. Accordingly, all assets and liabilities were revalued to reflect their reorganization value, approximating their fair value at the effective date of the Recapitalization. In addition, the accumulated deficit of the Company was eliminated and its capital structure recast in conformity with the Recapitalization, and as such, the Company has recorded the effects of the Recapitalization and Fresh-Start Reporting as of the effective date. The Recapitalization provided for a restructuring of the Company's capital structure. The only impaired parties under the Recapitalization were the holders of (a) the Company's 12% Senior Subordinated Pay-In-Kind Debentures due March 15, 2002 ("Senior Debentures"), (b) the Company's 12% Subordinated Pay-In-Kind Debentures due March 15, 2002 ("Subordinated Debentures") (collectively, the "Debentures"), (c) liquidated, non-contingent claims, and (d) equity securities of the Company. The prepackaged plan did not alter the Company's obligations to its other creditors, including its trade creditors, customers, employees, holders of contingent and unliquidated claims, holders of guaranty claims, and parties to contracts with the Company. Under the Recapitalization, Senior Debenture holders and Subordinated Debenture holders received 56 shares and 28 shares, respectively, for each $1,000 of principal amount of their Debentures outstanding as of March 15, 1997, and holders of liquidated, non-contingent claims received 56 shares for each $1,000 of their claims (all after consolidation of all outstanding shares of preferred and common stock into a single class of newly issued common stock and the reverse split described below). Upon implementation of the Recapitalization, $216.9 million book value of Debentures and other liabilities subject to compromise were cancelled in exchange for equity, resulting in an $89.5 million extraordinary gain on extinguishment of debt. This gain was partially offset by $57.1 million of net adjustments to revalue all assets and liabilities to reflect fair value as of September 2, 1997 as required by Fresh-Start Reporting. The statements of operations and cash flows for the eight-month period ended F-15 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 3--RECAPITALIZATION (CONTINUED) September 2, 1997 include operations prior to completion of the Recapitalization (referred to as "Predecessor Company"). The results of operations and cash flows for the four-month period ended December 31, 1997 and the years ended December 31, 1998 and 1999 include operations subsequent to the Company's Recapitalization and reflect the effects of Fresh-Start Reporting. Operations for the four-month period ended December 31, 1997 and the years ended December 31, 1998 and 1999 are not comparable with prior periods for the reasons discussed above. The reorganization value of the Company's common equity was determined by the Company with the assistance of financial advisors after consideration of several factors and by reliance on various valuation methods, including discounted projected cash flows, and other economic and industry information relevant to the operations of the Company. The reorganization value of the Company was allocated to specific asset categories pursuant to Fresh-Start Reporting. Reorganization Value in Excess of Amounts Allocated to Net Assets, which represents the difference in the Company's estimated valuation and the Company's net assets at fair value, of $3.1 million was amortized on a straight-line basis over 15 years. Such amount was reduced to zero in 1998 by the amount of the income tax provision recorded for the gain on the sale of the commercial development business, pursuant to Fresh-Start Reporting. In addition, $13.6 million of Reorganization Value in Excess of Amounts Allocated to Net Assets was originally allocated to such business, and the net unamortized amount as of the date of the sale was charged to the gain on disposition of discontinued operations for the year ended December 31, 1998. Professional fees and expenditures directly related to the Company's Recapitalization were classified as reorganization costs and expensed as incurred. Reorganization costs during the period ended September 2, 1997 consisted primarily of legal, financial advisors and other professional fees, incentive compensation to directors and officers of the Company and costs related to the solicitation of security holder acceptances of the Recapitalization. NOTE 4--ACQUISITIONS AND DISPOSITIONS On April 30, 1998, the Company completed the sale of its commercial development business to Koll Development Company LLC ("KDC") and NorthStar Capital Investment Corp. for (1) $33.3 million in cash, which included approximately $3.3 million for 1998 activity, and (2) the assumption by KDC of all liabilities related to the business. KDC was a newly formed limited liability company, whose members include the Company's former Chairman and Chief Executive Officer, Donald M. Koll and its former President, Richard M. Ortwein, along with an affiliate of NorthStar Capital Investment Corp. Upon completion of the transaction, Messrs. Koll and Ortwein resigned from their positions with the Company and Raymond J. Pacini, the Company's Chief Financial Officer since 1992, became the Company's new President and Chief Executive Officer. The Company realized an after-tax gain of approximately $6.1 million ($10.5 million pretax) from this transaction. Accordingly, the statements of operations and cash flows have been reclassified to present the commercial development business as discontinued operations. Revenues related to discontinued operations were $26.9 million, $17.3 million and $28.1 million for the eight-month period ended September 2, 1997, the four-month period ended December 31, 1997 and the year ended December 31, 1998 through the date of sale, respectively. Net income from discontinued operations for the eight-month period ended September 2, 1997, the four-month period ended December 31, 1997 and the year ended December 31, 1998 through the date of sale was $5.4 million, $.8 million and $.4 million, respectively. Net income for the eight-month period ended September 2, 1997 reflects the F-16 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 4--ACQUISITIONS AND DISPOSITIONS (CONTINUED) recording of $13.6 million in Reorganization Value in Excess of Amounts Allocated to Net Assets, partially offset by a $6.9 million write-off of goodwill as required by Fresh-Start Reporting. In November 1994, the Company acquired the stock of Kathryn G. Thompson Company ("KGTC") and related assets. The principal activities of the acquired business, now known as Hearthside Homes, Inc., are residential land development and homebuilding, focusing on the entry-level and move-up market segments. The principal project of the business, at the time of the acquisition, was a 49% general partnership interest in a 230-acre project planned for approximately 1,200 residential units in Aliso Viejo in southern Orange County ("AV Partnership"). In connection with the acquisition of the partnership interest, the Company guaranteed approximately $4.8 million principal amount of capital contribution notes due to AV Partnership. The notes were intended to be primarily payable out of positive net cash flow to be generated by the Company's partnership interest. However, due to a significant shortfall in sales during 1995 versus forecast, the highly leveraged capital structure of the partnership and the significant amount of participating mortgages with preference to the Company's equity interest, the Company did not receive a financial return from this partnership. In 1996, certain information came to the Company's attention concerning the enforceability of the Company's guarantee of the $4.8 million principal amount of capital contribution notes. Since that time, the Company has been attempting to negotiate a settlement of its dispute with the partnership, which resulted in numerous extensions of the maturity of the notes beyond the original date in April 1999. Following expiration of the last extension on October 31, 1999, the Company and the partnership commenced litigation regarding the enforceability of the guarantee. While the Company intends to vigorously defend this litigation, the Company has provided a reserve for the contingent obligation on the capital contribution notes, including accrued interest thereon, through the original maturity date, of $6.9 million and $7.1 million at December 31, 1998 and 1999, respectively, which is included in other liabilities. Summarized financial information of AV Partnership is presented below at December 31, 1998 and 1999 and for the years ended December 31, 1997, 1998 and 1999 (in millions, except home closings):
1997 1998 1999 -------- -------- -------- Balance Sheet Data: Total assets........................................ $ 49.1 $20.6 Total project debt and other liabilities............ 59.1 29.1 ------ ----- Partners' capital (deficit)......................... $(10.0) $(8.5) ====== ===== Statement of Operations Data: Revenues............................................ $85.3 $101.0 $46.5 Expenses............................................ (94.0) (94.1) (45.0) ----- ------ ----- Net income (loss)................................... $(8.7) $ 6.9 $ 1.5 ===== ====== ===== Home Closings......................................... 357 378 156 ===== ====== =====
The Company used the equity method to account for its investment in AV Partnership, however, the Company's results of operations recorded in 1997, 1998 and 1999 reflect only accrued interest on the capital contribution notes due to the partnership, as the Company's net investment in AV Partnership is $0. F-17 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 5--LAND HELD FOR DEVELOPMENT The Company owns approximately 350 acres located in Orange County, California adjacent to the Pacific Ocean and the Bolsa Chica wetlands (which were sold by the Company to the State of California as described below), surrounded by the City of Huntington Beach and approximately 35 miles south of downtown Los Angeles. The Company's holdings include 208 acres on a mesa north of the Bolsa Chica wetlands ("Warner Mesa"), approximately 100 acres on, or adjacent to, the Huntington Mesa and 42 acres of lowlands which were acquired by the Company in September 1997. The planned community at Warner Mesa is expected to offer a broad mix of home choices, including primarily single-family homes. A Local Coastal Program ("LCP") for development of up to 3,300 homes (up to 2,500 on Warner Mesa and up to 900 on the Bolsa Chica lowlands, which were subsequently sold as discussed below) was approved by the Orange County Board of Supervisors in December 1994 and by the California Coastal Commission (the "Coastal Commission") in January 1996. In February 1997, the Company completed the sale of its approximately 880-acre Bolsa Chica lowlands, which had previously been planned for the development of up to 900 homes and wetlands restoration, to the California State Lands Commission for $25 million. Under an interagency agreement among various state and federal agencies, these agencies have agreed to restore the Bolsa Chica wetlands habitat utilizing escrowed funds from the Ports of Los Angeles and Long Beach. In March 1996, a lawsuit (the "Coastal Act Lawsuit") was filed challenging the approvals of the Coastal Commission. The judgment in the Coastal Act Lawsuit was entered by the trial court in August 1997, and required the Coastal Commission to reconsider the filling of a 1.7 acre pond on the Warner Mesa ("Warner Pond") and development of any homes in the Bolsa Chica wetlands. The August 1997 judgment was appealed by both the project opponents and the Company as discussed below. In October 1997, in response to the trial court's decisions, the Coastal Commission approved modifications to the LCP which eliminated the filling of Warner Pond and thereby reduced the maximum number of homes to be built from 2,500 to no more than 1,235 homes on Warner Mesa. The Orange County Board of Supervisors subsequently accepted the Coastal Commission's suggested modifications. However, in March 1998, the trial court ruled that the Coastal Commission should not have narrowed the scope of public comments during the Coastal Commission's October 1997 hearing, and ordered the Coastal Commission to hold a third hearing on the LCP. In October 1997, opponents of the Warner Mesa project appealed the trial court's August 1997 decision on the basis that the trial court should have reversed the Coastal Commission's January 1996 approval allowing relocation of certain raptor habitat. On April 16, 1999, the California Court of Appeal overturned the August 1997 judgment of the trial court with respect to the raptor habitat. The appellate court ruled that, under the Coastal Act, the Coastal Commission should not have allowed the removal and relocation of this raptor habitat. The court order instructing the Coastal Commission on how to proceed in response to this decision was issued in June 1999. On March 23, 2000, the Company was informed that the Coastal Commission has postponed its public hearing on the LCP from April to June 2000, in order to give the Commission staff additional time to finalize its report. In January 2000, the Coastal Commission staff reported to the local press that they intend to recommend limiting development to approximately 65 acres out of the approximately 1,600 acres in the LCP area. Alternatively, the County is seeking Coastal Commission approval of modifications to the LCP which protect the environment in accordance with the courts' decisions, and allow the Company to reasonably develop approximately 170 acres of Warner Mesa, including approximately 22 acres owned by other landowners. Upon approval by the Coastal Commission, such modifications would require approval F-18 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 5--LAND HELD FOR DEVELOPMENT (CONTINUED) by the Orange County Board of Supervisors, followed by certification of the LCP by the Coastal Commission. The Company currently anticipates that such hearing will be held during the second week of June 2000, and if the County's proposed modifications to the LCP are approved, the Company could then process secondary permits and commence infrastructure construction on Warner Mesa during the first quarter of 2001. The Company does not believe that the Coastal Commission process will ultimately prevent it from developing a planned community at Warner Mesa; however, there can be no assurance in that regard, or as to the number of acres the Company would be permitted to develop, or that further litigation or administrative delay will not result. During the second quarter of 1999, the Company obtained approval of a site plan for 16 homes on approximately five acres of Warner Mesa, which is in the City of Huntington Beach (whereas the rest of the Company's Warner Mesa property is in an unincorporated area within the County of Orange). The project, known as "Sandover", is in full compliance with existing zoning requirements and required no approvals outside the City of Huntington Beach. A tentative tract map and the related environmental assessment for the Sandover project were approved by the City's Planning Commission in April 1999. These approvals were appealed by the Bolsa Chica Land Trust ("BCLT") to the City Council which affirmed such approvals in June 1999. On July 7, 1999, the BCLT filed a lawsuit in Orange County Superior Court, alleging that the approvals by the Huntington Beach City Council did not comply with the California Environmental Quality Act ("CEQA"). BCLT asserted that the City should have prepared an Environmental Impact Report, rather than a mitigated negative declaration, to analyze potential impacts of the Sandover project. This lawsuit was heard on September 8, 1999 and the court found in favor of the City and the Company. Construction is underway and the Company expects to open for sales in the second quarter of 2000. Upon completion of the Company's Recapitalization as discussed in Note 3, the Company applied the principles required by Fresh-Start Reporting and the carrying value of land held for development (Warner Mesa) was adjusted to fair value as of September 2, 1997, after consideration of the October 1997 Coastal Commission action discussed above. No provision for impairment has been considered necessary subsequent to the Recapitalization. The estimation process involved in the determination of fair value is inherently uncertain since it requires estimates as to future events and market conditions. Such estimation process assumes the Company's ability to complete development and dispose of its real estate properties in the ordinary course of business based on management's present plans and intentions. Economic, market, environmental and political conditions may affect management's development and marketing plans. In addition, the implementation of such development and marketing plans could be affected by the availability of future financing for development and construction activities. Accordingly, the ultimate fair values of the Company's real estate properties are dependent upon future economic and market conditions, the availability of financing, and the resolution of political, environmental and other related issues. NOTE 6--PROJECT DEBT In January 1999, Signal Landmark, a subsidiary of the Company, entered into a construction loan agreement with a commercial bank to finance construction of infrastructure and the first 45 homes at phase II of the Company's 112-home Rancho San Pasqual project. The loan is secured by a deed of trust on the Rancho San Pasqual project and requires principle repayments upon sale of homes. The original maturity date of January 18, 2000 has been extended at Signal Landmark's option for a six-month period to July 18, 2000. The loan may be extended for an additional six-month period at Signal Landmark's option. The loan provides a facility of approximately $14.3 million at an interest rate of prime plus three-fourths F-19 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 6--PROJECT DEBT (CONTINUED) percent. As of December 31, 1999 approximately $7.4 million was drawn on this facility. For the year ended December 31, 1999 approximately $.3 million of construction period interest was incurred and capitalized to the project. In March 2000, Signal Landmark entered into an additional construction loan agreement with a commercial bank to finance the construction of infrastructure and 16 homes at the Company's Sandover project, which overlooks the Bolsa Chica wetlands in Huntington Beach, California. The $9 million loan facility is secured by a deed of trust on the Sandover project, under terms similar to the loan on Rancho San Pasqual. The Company made cash payments for interest on bank debt of $.2 million for the eight-month period ended September 2, 1997. NOTE 7--OTHER LIABILITIES Other liabilities were comprised of the following as of December 31 (in millions):
1998 1999 -------- -------- Net deferred taxes and other tax liabilities................ $14.5 $13.6 Accrued pensions and benefits............................... 2.7 3.1 Contingent obligation on capital contribution notes......... 6.9 7.1 Accrued indemnity obligations............................... 10.4 7.4 Unamortized discount........................................ (4.7) (3.5) ----- ----- $29.8 $27.7 ===== =====
NOTE 8--INCOME TAXES Upon completion of the Recapitalization, the Company experienced an "ownership change" under Section 382 of the Internal Revenue Code (the "Code") as a result of the increase in the percentage of the Company's stock by value held by certain persons (including creditors who exchanged debt for stock) of more than 50 percentage points at any time during a three-year period. Subsequent to an ownership change, the Company's annual use of its net operating losses ("NOLs") is generally limited to the value of the Company's equity immediately before the ownership change multiplied by the long-term tax-exempt rate. However, Section 382(l)(5) of the Code, the "bankruptcy exception," provides that if the ownership change occurs through a bankruptcy, such as the Company's Recapitalization which utilized a prepackaged plan, and if the continuing shareholders and "qualifying creditors" before the ownership change own at least 50% of the Company's stock after the ownership change, the general limitations of Section 382 will not apply. "Qualifying creditors" generally must have held their debt at least 18 months before the prepackaged plan was filed on July 14, 1997, or the debt must have arisen in the ordinary course of the Company's business. F-20 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 8--INCOME TAXES (CONTINUED) The Company believes that it qualifies for the "bankruptcy exception" of Section 382(l)(5). Under this exception, the Company was required to reduce its NOLs by (i) the amount of interest accrued on any debt exchanged for stock in the bankruptcy proceeding during the year of the proceeding and the three prior taxable years and (ii) an additional amount required to make the total reduction equal to the amount of cancellation of indebtedness income realized. Accordingly, the Company's NOLs of approximately $271 million as of September 2, 1997 were reduced by approximately $79 million. As reduced, the Company's NOL carryovers will be fully deductible against post-reorganization income, subject to the general rules regarding change of ownership as discussed below, and expiration of NOLs. The NOLs available as of December 31, 1999 are approximately $196 million after reflecting activity subsequent to September 2, 1997 and the settlement with the IRS discussed below. The Company remains subject to the general rules regarding a change of ownership under Section 382 of the Code, which limit the availability of NOLs if an ownership change occurs within any three-year period. If the Company were to experience another ownership change, the use of all remaining NOLs would generally be subject to an annual limitation equal to the value of the Company's equity before the ownership change, multiplied by the long-term tax-exempt rate. The first date upon which the Company experienced an ownership shift subsequent to September 2, 1997 was June 16, 1998. The Company estimates that after giving effect to various transactions by stockholders who hold a 5% or greater interest in the Company, and the Company's repurchase of an aggregate of approximately 1.9 million shares in December 1998 and June 1999, it has experienced a cumulative ownership shift as computed in accordance with Section 382 of approximately 39%. In response to an unsolicited written consent from a majority of its stockholders, the Company amended its certificate of incorporation on October 14, 1999 in order to preserve the ability of the Company to utilize its $196 million of tax loss carryforwards. Since the Company's use of its NOLs would be severely restricted if it experiences an ownership change of 50% or more, the Company's majority stockholders requested that the Board of Directors enact the amendments, which have been determined to be in the best interest of the Company and its stockholders. The amendments prohibit future purchases of the Company's common stock by persons who would become new 5% holders, and also prohibit current holders of over 5% from increasing their positions, except in certain permissible circumstances which would not jeopardize the Company's ability to use its NOLs. While these amendments reduced the Company's risk of an ownership change occurring due to the acquisition of shares by 5% stockholders, the risk remains that an ownership change could result from the sale of shares by existing 5% stockholders. F-21 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 8--INCOME TAXES (CONTINUED) The tax effects of items that gave rise to significant portions of the deferred tax accounts are as follows for the years ended December 31 (in millions):
1998 1999 -------- -------- Deferred tax assets: Real estate held for development or sale and operating properties (due to asset revaluations and interest capitalized for tax purposes)........................... $ 6.2 $ 3.9 Accruals/reserves not deductible until paid............... 4.1 3.3 Net operating loss carryforwards.......................... 66.5 69.0 Other..................................................... 1.3 1.5 Valuation allowance....................................... (61.0) (61.1) ------ ------ $ 17.1 $ 16.6 ====== ======
1998 1999 -------- -------- Deferred tax liabilities: Land held for development (principally due to accounting for a prior business combination, partially offset by the asset revaluations in 1995 and 1997)................ $ 19.1 $ 19.1 Other..................................................... 2.0 1.5 ------ ------ $ 21.1 $ 20.6 ====== ======
Net deferred tax liabilities at December 31, 1998 and 1999 are comprised entirely of state net deferred tax liabilities. The following is a summary of the income tax provision (benefit) applicable to losses from continuing operations for the years ended December 31 (in millions):
FOR THE YEARS FOUR-MONTH ENDED EIGHT-MONTH PERIOD DECEMBER 31, PERIOD ENDED ENDED ------------------- SEP. 2, 1997 DEC. 31, 1997 1998 1999 ------------ ------------- -------- -------- Income Tax Provision (Benefit): Current............................... $6.3 $ -- $ .1 $.1 Deferred.............................. (6.0) -- (1.1) -- ---- --------- ----- --- $ .3 $ -- $(1.0) $.1 ==== ========= ===== ===
Cash payments for federal, state and local income taxes were approximately $.2 million, $.2 million, $.1 million and $1.2 million for the eight-month period ended September 2, 1997, the four-month period ended December 31, 1997 and the years ended December 31, 1998 and 1999, respectively. Tax refunds received for the four-month period ended December 31, 1997 were approximately $.1 million. F-22 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 8--INCOME TAXES (CONTINUED) The principal items accounting for the difference in taxes on income computed at the statutory rate and as recorded are as follows (in millions):
FOR THE YEARS FOUR-MONTH ENDED EIGHT-MONTH PERIOD DECEMBER 31, PERIOD ENDED ENDED ------------------- SEP. 2, 1997 DEC. 31, 1997 1998 1999 ------------ ------------- -------- -------- Provision (benefit) for income taxes at statutory rate........................ $3.4 $(.2) $(1.2) $(.6) State income taxes, net................. (5.7) -- (.2) .1 Increase (decrease) in federal valuation allowance............................. (.3) .1 -- .6 Increase in other tax liabilities....... 6.0 -- -- -- Non-deductible executive compensation... -- -- .5 -- All other items, net.................... (3.1) .1 (.1) -- ---- ---- ----- ---- $ .3 $ -- $(1.0) $ .1 ==== ==== ===== ====
TAX SHARING AGREEMENTS Henley Group and MAFCO Consolidated Group Inc. ("MAFCO"; formerly known as Abex Inc.), a former subsidiary of Henley Group whose stock was distributed to stockholders of Henley Group in July 1992, entered into a tax sharing agreement in 1992 prior to the Distribution to provide for the payment of taxes for periods during which Henley Group and MAFCO were included in the same consolidated group for federal income tax purposes, the allocation of responsibility for the filing of tax returns, the cooperation of the parties in realizing certain tax benefits, the conduct of tax audits and various related matters. 1989-1992 INCOME TAXES. The Company is generally charged with responsibility for all of its federal, state, local or foreign income taxes for this period and, pursuant to the tax sharing agreement with MAFCO, all such taxes attributable to Henley Group and their consolidated subsidiaries, including any additional liability resulting from adjustments on audit (and any interest or penalties payable with respect thereto), except that MAFCO is generally charged with responsibility for all such taxes attributable to it and its subsidiaries for 1990-1992. In addition, under a separate tax sharing agreement between Henley Group and a former subsidiary of Henley Group, Fisher Scientific International Inc. ("Fisher"), Fisher is generally charged with responsibility for its own income tax liabilities for this period. The Internal Revenue Service ("IRS") proposed material audit adjustments with respect to the tax returns of the Company and its consolidated subsidiaries, including formerly affiliated entities, for the years ended December 31, 1989, 1990 and 1991. The adjustments proposed by the IRS, if upheld, could have resulted in Federal tax liability, before interest, of approximately $17 million and disallowance of up to $132 million of NOL carryforwards. The Company disagreed with the positions taken by the IRS and filed protests with the IRS to contest the proposed adjustments. In December 1998, the Company executed a settlement agreement with the IRS with respect to the proposed adjustments described above. As a result of this agreement, in February 1999 the Company paid $759,000 (which includes $280,000 of tax and $479,000 of interest through January 1999), net of the Company's refund claim for 1992 NOL carrybacks of F-23 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 8--INCOME TAXES (CONTINUED) approximately $1.6 million, in full settlement of such claims. Under this settlement agreement approximately $10 million of the Company's NOL carryforwards was disallowed. The Company utilized $8.1 million of NOL carryback from 1992 to 1991 in connection with its refund claim. There can be no assurance that the refund will be upheld. The Company has reviewed the extent of potential accompanying state tax liability adjustments and does not believe that any such adjustments would have a material impact on the Company's financial statements. NOTE 9--COMMITMENTS AND CONTINGENCIES LEGAL PROCEEDINGS See Note 5 for a discussion of certain litigation relating to the California Coastal Commission's approvals of the LCP for Warner Mesa. See Note 4 for a discussion of litigation relating to the enforceability of a guarantee of capital contribution notes due to AV Partnership. There are various other lawsuits and claims pending against the Company and certain subsidiaries. In the opinion of the Company's management, ultimate liability, if any, will not have a material adverse effect on the Company's financial condition or results of operations. On March 25, 1997, Whiting Corporation, a Delaware corporation, commenced a lawsuit in the circuit Court of Cook County, Illinois, Chancery division, naming, among others, the Company and WT/HRC Corporation, a direct subsidiary of the Company, as defendants in a complaint for declaratory relief and breach of contract and indemnification. The complaint alleges that WT/HRC owes Whiting a defense and indemnity for several hundred asbestos cases pending in several states, as well as for similar asbestos claims which may be filed in the future. The complaint states no specified amount of damages. The lawsuit is based on a 1983 Asset Purchase Agreement in which the seller, Whiting-Illinois (now named WT/HRC), sold assets and the business of its "Whiting Engineered Products Group" to plaintiff's predecessor in interest. Whiting contends that the seller agreed in the Asset Purchase Agreement to indemnify Whiting for personal injury, sickness, death or property damages claims which arise from occurrences predating the closing date (December 30, 1993). The Company denied the allegations in the complaint and vigorously defended the action. All claims against the Company were dismissed in early 1998, and the WT/HRC subsidiary is now the only named defendant. Effective January 5, 2000, the Company's WT/HRC subsidiary entered into certain settlement agreements with its insurance carriers which have responsibility for the claims. Pursuant to the settlement agreement, the insurance carriers assumed the claims and related legal and other costs of defense. GUARANTEES OF COMMERCIAL PROJECT DEBT As of April 30, 1998 the Company had guaranteed approximately $286.8 million of the commercial development business' project loans from various banks for construction of commercial projects. On April 30, 1998, upon completion of the sale of the commercial development business, all of these guarantees were assumed by KDC, which fully indemnified the Company against any and all liability with respect to these guarantees. The Company has been released from all of these guarantees by the various banks. F-24 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 9--COMMITMENTS AND CONTINGENCIES (CONTINUED) LEASE OBLIGATIONS For the four-month period ended December 31, 1997, the eight-month period ended September 2, 1997, and the years ended December 31, 1998 and 1999 the Company incurred rents of approximately $107 thousand, $53 thousand, $143 thousand and $115 thousand, respectively, including rents discussed in Note 10 below. Future minimum noncancelable operating lease payments for the years ending December 31, 2000 and 2001 are approximately $250 thousand for each year and thereafter such amounts are zero. CORPORATE INDEMNIFICATION MATTERS The Company and its predecessors have, through a variety of transactions effected since 1986, disposed of several assets and businesses, many of which are unrelated to the Company's current operations. By operation of law or contractual indemnity provisions, the Company has retained liabilities relating to certain of these assets and businesses. Many of such liabilities are supported by insurance or by indemnities from certain of the Company's predecessors and currently or previously affiliated companies. The Company believes its balance sheet reflects adequate reserves for these matters. During 1999, the Company recorded a change in estimate resulting in a $1.5 million reduction in the anticipated indemnity obligations for a disposed business, based on an analysis of recent claims history. NOTE 10--RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS REFLECTED IN CONTINUING OPERATIONS ARE AS FOLLOWS: CONSTRUCTION MANAGEMENT AGREEMENTS The Company entered into a construction management agreement with Koll Construction, a wholly owned subsidiary of The Koll Company for infrastructure construction at Rancho San Pasqual during 1995. During the eight-month period ended September 2, 1997 the Company incurred fees aggregating approximately $100 thousand to Koll Construction for these services and related reimbursements. SERVICE AGREEMENT The Company also entered into a Management Information Systems and Human Resources Services Agreement in September 1993 with Koll Management Services, Inc., also known as Koll Real Estate Services ("KRES"), a company formerly owned by a subsidiary of The Koll Company, and acquired by CB Commercial Real Estate Services Group Inc. ("CB") in August 1997. Under this agreement, KRES provided computer programming, data processing organization and retention, and other related services through August 31, 1998, and payroll, human resources and other related services through August 31, 1997. Aggregate fees and related reimbursements incurred were approximately $100 thousand for the eight-month period ended September 2, 1997, after which KRES was no longer a related party. SUBLEASE AGREEMENT In September 1993, the Company entered into an annual Sublease Agreement with The Koll Company to sublease a portion of The Koll Company affiliate's office building located in Newport Beach, California. The lease was terminated September 5, 1998. Costs under this lease were approximately $65 thousand, $64 thousand and $28 thousand for the eight-month period ended September 2, 1997, the four-month period ended December 31, 1997, and the four months ended April 30, 1998, respectively, after which The Koll Company was no longer a related party. F-25 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) RELATED PARTY TRANSACTIONS REFLECTED IN DISCONTINUED OPERATIONS ARE AS FOLLOWS: SALE OF COMMERCIAL DEVELOPMENT BUSINESS See Note 4 for a description of this related party transaction. GENERAL CONTRACTOR AGREEMENTS In 1996 the Company entered into a general contractor agreement with Koll Construction in conjunction with a build-to-suit project for a third-party corporate office building in Nevada. In 1997 and 1998 the Company entered into general contractor agreements with Koll Construction in conjunction with four build-to-suit projects in California and one build-to-suit project in Kansas owned by the Company. During the eight-month period ended September 2, 1997, the four-month period ended December 31, 1997 and the four months ended April 30, 1998 (after which Koll Construction was no longer a related party), the Company incurred fees aggregating approximately $9.6 million, $5.1 million and $5.4 million, respectively, to Koll Construction in consideration for these services and related reimbursements. SUBLEASE AGREEMENTS Under the Sublease Agreement with The Koll Company described above, lease costs were approximately $140 thousand, $78 thousand, and $119 thousand for the eight-month period ended September 2, 1997, the four-month period ended December 31, 1997 and the four months ended April 30, 1998. DEVELOPMENT FEES For the eight-month period ended September 2, 1997, the four-month period ended December 31, 1997 and the four months ended April 30, 1998, the Company earned fees of approximately $2.3 million, $3.1 million and $1.7 million, respectively, for real estate development and disposition services provided to partnerships in which The Koll Company and certain former directors and officers of the Company have an ownership interest. NOTE 11--RETIREMENT PLANS The Company adopted a retirement savings plan effective January 1, 2000 pursuant to Section 401(k) of the Code, and participants may contribute a portion of their compensation to their respective retirement accounts, in an amount not to exceed the maximum allowed under the Code. Prior to January 1, 2000, the Company participated in a similar plan sponsored by a former affiliate. All participants in the previous plan were allowed to transfer their balances to the Company sponsored plan effective January 1, 2000. The plan provides for certain matching contributions by the Company, which commenced in January 2000. Plan participants are immediately vested in their own contributions. The Company has a noncontributory defined benefit retirement plan covering substantially all employees of the Company prior to September 30, 1993 who had completed one year of continuous F-26 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 11--RETIREMENT PLANS (CONTINUED) employment. The benefit accrual for all participants was terminated on December 31, 1993. Net periodic pension cost was as follows (in millions):
FOR THE YEARS ENDED FOUR-MONTH DECEMBER EIGHT-MONTH PERIOD 31, PERIOD ENDED ENDED ------------------- SEP. 2, 1997 DEC. 31, 1997 1998 1999 ------------ ------------- -------- -------- Service cost............................................. $ -- $ -- $ -- $ -- Interest cost............................................ .2 .1 .3 .3 Actual return on assets.................................. (.8) (.4) (1.2) (.5) Net amortization and deferral............................ .5 .3 .8 -- ---- --------- ---- ---- Net periodic pension cost (income)....................... $(.1) $ -- $(.1) $(.2) ==== ========= ==== ====
The funded status and accrued pension cost at December 31, 1998 and 1999 for the defined benefit plan were as follows (in millions):
1998 1999 Actuarial present value of benefit obligations: -------- -------- Vested.................................................... $(5.6) $(4.8) Nonvested................................................. -- -- ----- ----- Accumulated benefit obligation.............................. $(5.6) $(4.8) ===== ===== Projected benefit obligation................................ $(5.6) $(4.8) Plan assets at fair value................................... 6.5 6.3 ----- ----- Projected benefit obligation less than plan assets.......... .9 1.5 Unrecognized net gain....................................... (.5) (.8) ----- ----- Prepaid pension cost........................................ $ .4 $ .7 ===== =====
The development of the projected benefit obligation for the plan at December 31, 1998 and 1999 is based on the following assumptions: a discount rate of 6.75% and 7.5% for 1998 and 1999, respectively and an expected long-term rate of return on assets of 9% and 8% for 1998 and 1999, respectively. Assets of the plan are invested primarily in stocks, bonds, short-term securities and cash equivalents. NOTE 12--CAPITAL STOCK COMMON STOCK In June 1999, the Company repurchased an aggregate of 1,419,021 shares at an average cost of $5.85 per share or approximately $8.3 million in (i) an unsolicited private transaction and (ii) a reverse and a forward split transaction, which cashed out holders of less than 100 shares as of June 18, 1999, as approved by the Company's stockholders at the 1999 Annual Meeting. In December 1998, the Company repurchased an aggregate of 490,000 of its shares at an average cost of $5.96 per share (representing a discount to market prices), or approximately $2.9 million, in unsolicited private transactions. In May 1998, the Company issued 100,000 shares to its Chief Executive Officer under a restricted stock grant. F-27 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 12--CAPITAL STOCK (CONTINUED) On October 14, 1999, pursuant to an unsolicited written consent from a majority of the Company's stockholders, the Company adopted certain amendments to its certificate of incorporation. The amendments authorized 18,000,000 shares of a second class of stock, ("Excess Stock") to be issued under certain circumstances. The effect of the amendments is to prohibit the acquisition of the Company's Common Stock by anyone who would become a 5% stockholder or by existing 5% stockholders, except in certain permissible circumstances which would not significantly increase the risk of an Ownership Change (as defined by the Internal Revenue Code of 1986, as amended) and would not, therefore, jeopardize the Company's ability to use its $196 million of NOLs (see Note 8). While these amendments reduced the Company's risk of an Ownership Change occurring due to the acquisition of shares by 5% stockholders, the risk remains that an Ownership Change could result from the sale of shares by existing 5% stockholders. NOTE 13--STOCK PLANS 1993 STOCK OPTION/STOCK ISSUANCE PLAN The 1993 Stock Option/Stock Issuance Plan ("1993 Plan") was approved at the 1994 Annual Meeting of Stockholders, reserving 7.5 million shares each of Series A Preferred Stock and Class A Common Stock for issuance to officers, key employees and consultants of the Company and its subsidiaries and the non-employee members of the Board. Through September 2, 1997, no options were exercised, and all options outstanding were cancelled during 1997 in connection with the Recapitalization. On April 28, 1997, in connection with the Recapitalization, the Compensation Committee of the Company's Board of Directors approved the grant of stock options equivalent to 6% of the Company's fully diluted equity for certain directors and officers which options were issued upon completion of the Recapitalization. Stock option grants of 759,984 shares were issued at a price of $11.99 per share based on the 20-day average closing price following completion of the Recapitalization in 1997. The options have a term of ten years and vested 40% after one year, an additional 30% after two years and the final 30% after three years. In connection with the sale of the commercial development business described in Note 4, options for an aggregate of 569,988 shares were terminated. During 1998 and 1999 options aggregating 295,000 and 270,000 shares, respectively were issued to certain officers and directors of the Company and its subsidiaries. These options have a term of ten years and vest 50% after one year and the remaining 50% after two years. In December 1999, options for 189,996 and 200,000 shares granted in 1997 and 1998, respectively to certain directors and officers with prices of $11.99 and $9.88 per share, respectively were re-priced to $9.25 per share. F-28 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 13--STOCK PLANS (CONTINUED) A summary of the status of the Successor Company's stock option plan for the four-month period ended December 31, 1997 and the years ended December 31, 1998 and 1999, follows:
WEIGHTED AVERAGE OPTIONS OUTSTANDING NUMBER OF SHARES EXERCISE PRICE - ------------------- ---------------- -------------- September 2, 1997.............................. -- -- Granted...................................... 759,984 $11.30 Exercised.................................... -- -- Cancelled.................................... -- -- -------- ------ December 31, 1997.............................. 759,984 $11.30 Granted...................................... 295,000 9.25 Exercised.................................... -- -- Cancelled.................................... (569,988) (11.99) -------- ------ December 31, 1998.............................. 484,996 $ 9.25 Granted...................................... 270,000 7.00 Exercised.................................... -- -- Cancelled.................................... -- -- -------- ------ December 31, 1999.............................. 754,996 $ 8.89 ======== ====== Options exercisable at December 31, 1999....... 280,497 $ 9.25 Options available for future grants at December 31, 1999..................................... 4,988
At December 31, 1999, the Company had 280,497 options exercisable with an exercise price of $9.25 and a weighted average remaining life of 8.1 years. Additionally, the Company's outstanding options with an exercise price of $7.00 were not exercisable and had a weighted average remaining life of 9.9 years. The Company applies Accounting Principles Board opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations in accounting for its plan. Accordingly, no compensation expense has been recognized for its stock-based compensation plans other than for performance-based awards. The fair value of the options granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: no dividend yield, volatility of 38% and 27% in 1998 and 1999, respectively, risk-free interest rate of 5.00% and 6.24% in 1998 and 1999, respectively, and an expected life of 3 years. Had compensation cost for the Company's stock option plan been determined based upon the fair value at the grant date for awards under these plans consistent with the methodology prescribed under F-29 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 13--STOCK PLANS (CONTINUED) SFAS No. 123, "Accounting for Stock-Based Compensation", 1997 Successor Company, 1998 and 1999 net income (loss) would have been as follows (in millions, except per share amounts):
1997 1998 1999 ----------------------- ----------------------- ----------------------- AS REPORTED PRO FORMA AS REPORTED PRO FORMA AS REPORTED PRO FORMA ----------- --------- ----------- --------- ----------- --------- Net income (loss) from Continuing operations............. $(1.3) $(1.5) $(2.3) $(2.8) $(1.8) $(2.4) Discontinued operations........... .8 .4 6.5 6.3 .2 .2 ----- ----- ----- ----- ----- ----- Net income (loss)............... $ (.5) $(1.1) $ 4.2 $ 3.5 $(1.6) $(2.2) ===== ===== ===== ===== ===== ===== Earnings (loss) per share-basic: Continuing operations............. $(.11) $(.12) $(.19) $(.24) $(.17) $(.22) Discontinued operations........... .07 .03 .54 .53 .02 .02 ----- ----- ----- ----- ----- ----- Net earnings (loss) per common share......................... $(.04) $(.09) $ .35 $ .29 $(.15) $(.20) ===== ===== ===== ===== ===== =====
NOTE 14--UNAUDITED QUARTERLY FINANCIAL INFORMATION The following is a summary of quarterly financial information for 1998 and 1999 (in millions, except per share amounts):
FULL FIRST SECOND THIRD FOURTH YEAR -------- -------- -------- -------- -------- 1999 Revenues................................................. $ -- $ -- $ -- $ -- $ -- Cost of sales............................................ -- -- -- -- -- Income (loss) from continuing operations................. (.9) (.5) (1.0) .6 (1.8) Net income (loss) (b).................................... (.9) (.5) (.8) .6 (1.6) Earnings (loss) per common share......................... $(.08) $(.05) $(.08) $ .06 $(.15) Weighted average common shares outstanding (c)........... 11.5 11.1 10.1 10.1 10.7
FULL FIRST SECOND THIRD FOURTH YEAR -------- -------- -------- -------- -------- 1998 Revenues (a)............................................. $ .4 $ 1.7 $ -- $ -- $ 2.1 Cost of sales (a)........................................ .1 1.7 -- -- 1.8 Income (loss) from continuing operations................. (1.1) (.3) (1.0) .1 (2.3) Net income (loss)(b)..................................... -- 6.3 (1.0) (1.1) 4.2 Earnings (loss) per common share......................... -- $ .53 $(.08) $(.09) $ .35 Weighted average common shares outstanding............... 11.9 11.9 12.0 11.9 11.9
- ------------------------ (a) The Company recorded revenues of approximately $.4 million from the sale of an industrial building in Naples, Florida during the first quarter, and sales of approximately $1.7 million during the second quarter from residential lot sales at Rancho San Pasqual. F-30 CALIFORNIA COASTAL COMMUNITIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 14--UNAUDITED QUARTERLY FINANCIAL INFORMATION (CONTINUED) (b) Net income for the second quarter of 1998 primarily reflects a $6.1 million after-tax gain on sale of the commercial development business. Net losses for the fourth quarter of 1998 and the third quarter of 1999 reflect adjustments to alternative minimum taxes related to the second quarter 1998 disposition of the commercial development business. Net income for the fourth quarter of 1999 includes $1.5 million of nonrecurring other income resulting from a change in estimate for an indemnity obligation reserve for a disposed business due to favorable claims history. (c) Weighted average common shares outstanding reflect the fourth quarter 1998 and second quarter 1999 repurchases of 490,000 shares and over 1.4 million shares, respectively of the Company's stock in private transactions and a reverse and forward split transaction. F-31 EX-10.08B 2 EXHIBIT 10.08B KOLL REAL ESTATE GROUP RETIREMENT PLAN AMENDMENT NO. 1 The Koll Real Estate Group Retirement Plan (the "Plan"), as originally effective as of January 1, 1989, is hereby amended, effective as of the dates set forth below, as follows: 1. Section 1.3 of the Plan is hereby amended in its entirety, effective as of January 1, 2000, to read as follows: "ACTUARIAL EQUIVALENT. "Actuarial Equivalent" shall mean the equivalent of a given benefit, or a given amount, payable in another manner. Determination of a Participant's vested accrued benefit for purposes other than a lump sum payment shall be based on an interest rate of 7.5% and mortality specified in the 1984 Unisex Pension Table. In the case of a Participant who has not reached his Early Retirement Date and who has elected to receive a Disability Retirement Benefit under Section 3.5, the ages in the table specified above will be set forward 5 years in the calculation of the Disability Retirement Benefit of such Participant. For purposes of determining (i) whether the present value of a Participant's accrued benefit exceeds $5,000 for purposes of Section 3.13 and (ii) the amount of a lump sum benefit, the Actuarial Equivalent shall be calculated using the Applicable Interest Rate under Section 417(e) of the Code for the second full calendar month before the date of distribution, and the Applicable Mortality Table under Section 417(e) of the Code. Notwithstanding any other provision of the Plan to the contrary, the present value of the accrued lump sum retirement benefit due an Employee who became a Participant prior to January 1, 2000 shall not be less than the present value of such Participant's vested accrued benefit as of December 31, 1999 utilizing an interest rate that is equal to 7.5% (provided the interest rate used shall be no greater than the immediate or deferred rate, in effect as of the first day of each Plan Year, whichever is appropriate, used by the Pension Benefit Guaranty Corporation to determine the present value of a lump sum distribution upon plan termination) and mortality table specified above for purposes other than a lump sum payment." 2. Section 1.26(d) of the Plan is hereby amended in its entirety, effective as of January 1, 1997, to read as follows: "(d) a Leased Employee. For these purposes a Leased Employee means any person, other than a common law employee of a Company, who pursuant to an agreement between that Company and any other person ("leasing organization") has performed services for the recipient Company (or for such recipient and one or more related persons determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for a period of at least one (1) year (as determined in accordance with the applicable provisions of the proposed Income Tax Regulations section 1.414(n)-1(b)(10)), and such services are performed under the primary direction or control of the recipient Company, unless such individual is covered by a money purchase plan maintained by the leasing organization and meeting the requirements of Code Section 414(n)(5)(B), and leased employees do not constitute more than 20% of all Non-Highly Compensated Employees of all Affiliated Companies within the meaning of Code Section 414(n)(5)(C)(ii)." 3. Section 1.42 of the Plan is hereby amended, effective as of January 1, 1999, by adding the following sentence: "Effective January 1, 1999, "Plan" shall mean the California Coastal Communities, Inc. Retirement Plan, as amended and restated from time to time." 4. Section 3.6 of the Plan is hereby amended, effective as of January 1, 1998, by substituting the number "$5,000" for the number "$3,500" wherever the latter appears therein. 5. Section 3.7 of the Plan is hereby amended, effective as of January 1, 1997, by adding a new subsection (g) as follows: "(g) Waiver of Notice. The Annuity Starting Date for a distribution in a form other than a Qualified Joint and Survivor Annuity may be less than 30 days after receipt of the written explanation described in subsection (e) above provided: (a) the Participant has been provided with information that clearly indicates that the Participant has at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal consent) to a form of distribution other than a Qualified Joint and Survivor Annuity; (b) the Participant is permitted to revoke any affirmative distribution election at least until the annuity starting date or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; and (c) the Annuity Starting Date is a date after the date that the written explanation was provided to the Participant." 6. Section 3.13 of the Plan is hereby amended, effective as of January 1, 1998, by substituting the number "$5,000" for the number "$3,500" wherever the latter appears therein. 7. Section 3.15(b) of the Plan is hereby amended, effective as of January 1, 1997, by adding the following paragraphs: "Notwithstanding the above, in the case of an individual who is not a 5% owner and who attains age seventy and one-half (70 1/2) on or after January 1, 1999, the benefit of such Participant shall be distributed, or commence to be distributed, not later than the first day of April following the later of the calendar year of termination of employment or the calendar year in which the Participant attains age seventy and one-half (70 1/2). 2. A Participant is treated as a 5-percent owner for purposes of this section if such Participant is a 5-percent owner as defined in section 416 of the Code at any time during the plan year ending with or within the calendar year in which such owner attains age 70 1/2. Once distributions have begun to a 5-percent owner under this section, they must continue to be distributed, even if the Participant ceases to be a 5-percent owner in a subsequent year. Except with respect to a 5-percent owner, a Participant's accrued benefit is actuarially increased to take into account the period after age 70 1/2 in which the Employee does not receive any benefits under the Plan." 8. Section 6.1 of the Plan is hereby amended, effective as of January 1, 1997, by adding the following paragraph to the definition of "Compensation:" "For Limitation Years beginning after December 31, 1997, for purposes of applying the limitations of this section, compensation paid or made available during such Limitation Year shall include any Elective Deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Sections 125 or 457." 9. Section 6.4.5 of the Plan is hereby amended, effective as of January 1, 1999, by adding the following sentence: "For Limitation Years beginning after December 31, 1999, the additional limitation as prescribed in this section shall not apply." 10. Article X of the Plan is hereby amended, effective as of December 12, 1994, by adding a new Section 10.17 to read as follows: "Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code." 11. Section 14.4.3 of the Plan is hereby amended, effective as of January 1, 1998, by substituting the number "$5,000" for the number "$3,500" wherever the latter appears therein. 12. Section 14.4.3(h) of the Plan is hereby amended, effective as of January 1, 2000, by adding the replacing the third and fourth sentences with the following: "For purposes of this section, the actuarial equivalent shall be calculated using the Applicable Interest Rate under Section 417(e) of the Code for the second full calendar month before the date of distribution, and the Applicable Mortality Table under Section 417(e) of the Code. Notwithstanding the preceding sentence, the present value of the accrued lump sum retirement benefit due an Employee who is entitled to a monthly benefit under this Section 14.4.3 shall not be less than the present value of such 3. Participant's vested accrued benefit as of December 31, 1999 utilizing an interest rate that is not greater than the immediate or deferred rate, in effect on January 1 of the year in which the Annuity Starting Date occurs, used by the Pension Benefit Guaranty Corporation to determine the present value of a lump sum distribution upon plan termination) and the UP-1984 Mortality Table." 13. Except as modified by this Amendment No. 1, all the terms and provisions of the Plan, as previously amended, shall continue in full force and effect. IN WITNESS WHEREOF, California Coastal Communities, Inc., has caused this instrument to be executed on its behalf by its duly authorized officer as of this 14th day of December, 1999. CALIFORNIA COASTAL COMMUNITIES, INC. BY: /s/ RAYMOND J. PACINI -------------------------------------- TITLE: PRESIDENT & CHIEF EXECUTIVE OFFICER 4. EX-10.10 3 EXHIBIT 10.10 EXHIBIT 10.10 California Coastal Communities, Inc. 401(k) Retirement Plan and Trust Agreement Plan #001 STANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST Sponsored by PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Prototype Plan and Trust/Custodial Account, Basic Plan Document #04. 1. EMPLOYER INFORMATION NOTE: If multiple Employers are adopting the Plan, complete this section based on the lead Employer. Additional Employers may adopt this Plan by attaching executed signature pages to the back of the Employer's Adoption Agreement. (a) NAME AND ADDRESS: California Coastal Communities, Inc. 6 Executive Circle, #250 Irvine, CA 92614 (b) TELEPHONE NUMBER: (949) 250-7700 (c) TAX ID NUMBER: 02-0426634 (d) FORM OF BUSINESS: [ ] (i) Sole Proprietor [ ] (ii) Partnership [X] (iii) Corporation [ ] (iv) "S" Corporation (formerly known as Subchapter S) [ ] (v) Other: 1 (e) NAME OF PLAN: California Coastal Communities 401(k) Plan (f) THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT: 001 2. EFFECTIVE DATE (a) This is a new Plan having an effective date of January 1, 2000 (b) This is an amended Plan. (i) The effective date of the original Plan was ________. The effective date of the amended Plan is _______. NOTE: The effective date of the amended Plan for the Tax Reform Act of 1986 required changes is the first day of the 1987 Plan Year. Sections 7(f) and 12 herein shall be effective as of the first day of the 1989 Plan Year. Any prior amendments to the plan which were intended to have effect after December 31, 1986 will continue to be in effect only until the effective date of this amended and restated plan. 3. DEFINITIONS (a) "Compensation" Shall include all items as set forth in paragraph 1.12 of Basic Plan Document #04. [ ] (i) For purposes of Discretionary Contributions, Compensation shall include all amounts for the Plan Year during which the Employee was eligible to participate. [X] (ii) For purposes of Discretionary Contributions, Compensation will only include amounts for the period during which the Employee was eligible to participate. (b) "Entry Date" [X] (i) The first day of the month coinciding with or following the date on which an Employee meets the eligibility requirements. [ ] (ii) The earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or following the date on which an Employee meets the eligibility requirements. [ ] (iii) The first day of the Plan Year, or the first day of the fourth month, or the first day of the seventh month or the first day of the tenth month, of the Plan Year coinciding with or following the date on which an Employee meets the eligibility requirements. 2 (c) "Hours of Service" Shall be determined on the basis of the method selected below. Only one method may be selected. The method selected shall be applied to all Employees covered under the Plan as follows: [X] (i) On the basis of actual hours for which an Employee is paid or entitled to payment. [ ] (ii) On the basis of days worked. An Employee shall be credited with ten (10) Hours of Service if under paragraph 1.41 of the Basic Plan Document #04 such Employee would be credited with at least one (1) Hour of Service during the day. [ ] (iii) On the basis of weeks worked. An Employee shall be credited with forty-five (45) Hours of Service if under paragraph 1.41 of the Basic Plan Document #04 such Employee would be credited with at least one (1) Hour of Service during the week. (d) "Limitation Year" The Limitation Year shall be the Plan Year unless another year is specified here: (e) "Net Profit" [X] (i) Not applicable (profits will not be required for any contributions to the Plan). [ ] (ii) As defined in paragraph 1.48 of the Basic Plan Document #04. (f) "Plan Year" The 12 consecutive month period commencing on January 1 and ending on December 31. (g) "Qualified Early Retirement Age" For purposes of making distributions under the provisions of a Qualified Domestic Relations Order, the Plan's Qualified Early Retirement Age with regard to the Participant against whom the order is entered [X] shall [ ] shall not be the date the order is determined to be qualified. If "shall" is elected, this will only allow payout to the alternate payee(s). (h) "Qualified Joint and Survivor Annuity" The safe-harbor provisions of paragraph 8.7 of the Basic Plan Document #04 are applicable. If the Plan is not safe-harbored under paragraph 8.7 of the Basic Plan Document, the survivor annuity shall be 50% of the annuity payable during the lives of the Participant and Spouse. (i) "Taxable Wage Base" [X] (i) Not Applicable - Plan is not integrated with Social Security. [ ] (ii) The maximum earnings considered wages for such Plan Year under Code Section 3121(a). 3 [ ] (iii) ____% (not more than 100%) of the amount considered wages for such Plan Year under Code Section 3121 (a). [ ] (iv) $____, provided that such amount is not in excess of the amount determined under paragraph 3(i)(ii) above. NOTE: Using less than the maximum at (ii) may result in a change in the allocation formula in Section 7. (j) "Year of Service" (i) For Eligibility Purposes: (Choose one) [ ] (1) The 12-consecutive month period during which an Employee is credited with ____(not more than 1,000) Hours of Service. [X] (2) Elapsed Time If no answer is specified, the Hours of Service method will be used. (ii) For Allocation Accrual Purposes: The 12-consecutive month period during which an Employee is credited with 501 (not more than 1,000) Hours of Service. (For Plan Years beginning in 1990 and thereafter, if a number greater than 501 is specified, it will be deemed to be 501.) (iii) For Vesting Purposes: (Choose one) [X] (1) The 12-consecutive month period during which an Employee is credited with 1,000 (not more than 1,000) Hours of Service. [ ] (2) Elapsed Time If no answer is specified, the Hours of Service method will be used. 4. ELIGIBILITY REQUIREMENTS (a) Service: [ ] (i) The Plan shall have no service requirement. [ ] (ii) The Plan shall cover only Employees having completed at least one Year of Service. [X] (iii) The plan shall cover only Employees having completed at least 2 months (less than 12). NOTE: If the eligibility period selected is less than one year, an Employee will not be required to complete any specified number of Hours of Service to receive credit for such period. 4 (b) Age: [X] (i) The Plan shall have no minimum age requirement. [ ] (ii) The Plan shall cover only Employees having attained age __ (not more than age 21). (c) Classification: The Plan shall cover all Employees who have met the age and service requirements with the following exceptions: [ ] (i) No exceptions. [X] (ii) The Plan shall exclude Employees included in a unit of Employees covered by a collective bargaining agreement between the Employer and Employee Representatives, if retirement benefits were the subject of good faith bargaining and if two percent or less of the Employees who are covered pursuant to that agreement are professionals as defined in Regulations Section 1.410(b)-9. For this purpose, the term "Employee Representative" does not include any organization more than half of whose members are Employees who are owners, officers, or executives of the Employer. [ ] (iii) The Plan shall exclude Employees who are nonresident aliens [within the meaning of Code Section 7701(b)(1)(B)] and who receive no earned income [within the meaning of Code Section 911(d)(2)] from the Employer which constitutes income from sources within the United States [within the meaning of Code Section 861(a)(3)]. (d) Employees on Effective Date: [X] (i) Not Applicable. All Employees will be required to satisfy both the age and Service requirements specified above. [ ] (ii) Employees employed on the Plan's Effective Date do not have to satisfy the Service requirements specified above. [ ] (iii) Employees employed on the Plan's Effective Date do not have to satisfy the age requirements specified above. 5 5. RETIREMENT AGES (a) Normal Retirement Age: If the Employer imposes a requirement that Employees retire upon reaching a specified age, the Normal Retirement Age selected below may not exceed the Employer imposed mandatory retirement age. [X] (i) Normal Retirement Age shall be 65 (not to exceed age 65). [ ] (ii) Normal Retirement Age shall be the later of attaining age ___ (not to exceed age 65) or the ____ (not to exceed the 5th) anniversary of the first day of the first Plan Year in which the Participant commenced participation in the Plan. (b) Early Retirement Age: Early Retirement Age shall not be applicable unless the Employer attached a form to this Adoption Agreement certifying that Early Retirement Age is a benefit which has accrued under the predecessor Plan which cannot be cut back under Code Section 411(d)(6). 6. EMPLOYEE CONTRIBUTIONS [X] (a) Participants shall be permitted to make Elective Deferrals in any amount from 1% (not more than 2%) up to 15% (not more than 20%) of their Compensation. If (a) is applicable, Participants shall be permitted to amend their Salary Savings Agreements to change the contribution percentage in accordance with the procedures established by the Plan Administrator. [ ] (b) Participants shall be permitted to make after tax Voluntary Contributions. NOTE: The Average Deferral Percentage Test will apply to contributions under (a) above. The Average Contribution Percentage Test will apply to contributions under (b) and may apply to (a). 7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF NOTE: The Employer shall make contributions to the Plan in accordance with the formula or formulas selected below. The Employer's contribution shall be subject to the limitations contained in Articles III and X. For this purpose, a contribution for a Plan Year shall be limited for the Limitation Year which ends with or within such Plan Year. Also, the integrated allocation formulas below are for Plan Years beginning in 1989 and later. The Employer's allocation for earlier years shall be as specified in its Plan prior to amendment for the Tax Reform Act of 1986. 6 (a) Current or Accumulated Net Profits are required for: [ ] (i) Matching Contributions. [ ] (ii) Qualified Non-Elective Contributions. [ ] (iii) Discretionary Contributions. If no answer is specified, Current or Accumulated Net Profits will not be required. NOTE: Elective Deferrals can always be contributed regardless of profits. (b) Salary Savings Agreement: The Employer shall contribute and allocate to each Participant's account an amount equal to the amount withheld from the Compensation of such Participant pursuant to his or her Salary Savings Agreement. An Employee who has terminated his or her election under the Salary Savings Agreement other than for hardship reasons may not make another Elective Deferral: [ ] (i) until the first day of the next Plan Year. [X] (ii) until the first day of the next valuation period. [ ] (iii) for a period of ___ month(s) (not to exceed 12 months). If no option is specified, option (ii) will apply. [X] (c) Matching Employer Contribution [See paragraphs (g), (h) and (i)]: [X] (i) PERCENTAGE MATCH: The Employer shall contribute and allocate to each eligible Participant's account an amount equal to 25% of the amount contributed and allocated in accordance with paragraph 7(b) above. The Employer shall not match Participant Elective Deferrals as provided above in excess of $ __ or in excess of 6 % of the Participant's Compensation. [ ] (ii) DISCRETIONARY MATCH: The Employer shall contribute and allocate to each eligible Participant's account a percentage of the Participant's Elective Deferral contributed and allocated in accordance with paragraph 7(b) above. The Employer shall not match Participant Elective Deferrals in excess of $_________ or in excess of ___% of the Participant's Compensation. 7 [ ] (iii) TIERED MATCH: The Employer shall contribute and allocate to each Participant's account an amount equal to __% of the first __%of the Participant's Compensation, and __% of the next __% of the Participant's Compensation. NOTE: Percentages specified in (iii) above may not increase as the percentage of Participant's contribution increases. [ ] (iv) FLAT DOLLAR MATCH: The Employer shall contribute and allocate to each Participant's account $____ if the Participant defers at least 1% of Compensation. (v) ELIGIBILITY FOR MATCH: Matching contributions will be made to [ ] all Employees eligible to participate [X] only to non-Highly Compensated Employees eligible to participate. [ ] (vi) QUALIFIED MATCH: Employer Matching Contributions will be treated as Qualified Matching Contributions to the extent specified by the Employer at the time the Matching Employer Contributions are made. (vii) MATCHING CONTRIBUTION COMPUTATION PERIOD: The time period upon which matching contributions will be based shall be: [ ] (A) weekly [ ] (B) bi-weekly [X] (C) semi-monthly [ ] (D) monthly [ ] (E) quarterly [ ] (F) semi-annually [ ] (G) annually [X] (d) Qualified Non-Elective Employer Contribution - [See paragraphs (g), (h) and (i)] These contributions are fully vested when contributed. The Employer shall have the right to make an additional discretionary contribution which shall be allocated to each eligible Employee in proportion to his or her Compensation as a percentage of the Compensation of all eligible Employees. This part of the Employer's contribution and the allocation thereof shall be unrelated to any Employee contributions made hereunder. The amount of Qualified non-Elective Contributions taken into account for purposes of meeting the ADP or ACP test requirements is the amount necessary to meet both the ADP and ACP tests. Qualified non-Elective 8 Contributions will be made to only non-Highly Compensated Employees eligible to participate. [X] (e) Additional Employer Contribution Other Than Qualified Non- Elective Contributions - Non-Integrated [See paragraphs (g), (h) and (i)] The Employer shall have the right to make an additional discretionary contribution which shall be allocated to each eligible Employee in proportion to his or her Compensation as a percentage of the Compensation of all eligible Employees. This part of the Employer's contribution and the allocation thereof shall be unrelated to any Employee contributions made hereunder. [ ] (f) Additional Employer Contribution - Integrated Allocation Formula [See paragraphs (g), (h) and (i)]. The Employer's contribution for the Plan Year plus any forfeitures (only if they are reallocated to Participants under Section 9 herein), shall be allocated to the accounts of eligible Participants as set forth in the Basic Plan Document #04 of paragraph 5.3. NOTE: Only one plan maintained by the Employer may be integrated with Social Security. [ ] (g) Allocation of Excess Amounts (Annual Additions) Excess deferrals which result in an Excess Amount shall be returned to the Participant. In the event that the allocation formula of other contributions results in an Excess Amount, such excess shall be: [ ] (i) placed in a suspense account accruing no gains or losses for the benefit of the Participant. NOTE: For every Limitation Year, or part thereof, that a suspense account exists, the Employer will be subjected to a ten-percent penalty on the monies held in the suspense account. [X] (ii) reallocated as additional Employer contributions to all other Participants to the extent that they do not have any Excess Amount. If no answer is specified, the suspense account method will be used. [ ] (h) Minimum Employer Contribution Under Top-Heavy Plans: For any Plan Year during which the Plan is Top-Heavy, the sum of the contributions and forfeitures as allocated to eligible Employees under paragraphs 7(d), 7(e), 7(f) and 9 of this Adoption Agreement shall not be less than the amount required under paragraph 14.2 of the Basic Plan Document #04. Top-Heavy minimums will be allocated to: [ ] (i) all eligible Participants. 9 [X] (ii) only eligible non-Key Employees who are Participants. (i) Return of Excess Contributions and/or Excess Aggregate Contributions: In the event that one or more Highly Compensated Employees is subject to both the ADP and ACP tests and the sum of such tests exceeds the Aggregate Limit, the limit will be satisfied by reducing the ACP of the affected Highly Compensated Employees. 8. ALLOCATIONS TO TERMINATED EMPLOYEES (a) For Plan Years beginning in 1990 and thereafter, the Employer will allocate Employer related contributions to any Participant who is credited with more than 500 Hours of Service or is employed on the last day of the Plan Year without regard to the number of Hours of Service. The Employer will also allocate Employer related contributions to any Participant who terminates during the Plan Year without accruing the necessary Hours of Service if they terminate as a result of: [ ] (i) Retirement. [ ] (ii) Disability. [ ] (iii) Death. [ ] (iv) Other termination. (b) If applicable, for Plan Years beginning prior to 1990: [ ] (i) For Plan Years beginning prior to 1990, the Employer will not allocate Employer related contributions to any Participant who terminates employment during the Plan Year. [ ] (ii) The Employer will allocate Employer related contributions to Employees who terminate during the Plan Year as a result of- [ ] (1) retirement [ ] (2) Disability [ ] (3) death [ ] (4) other termination provided that the Participant has completed a Year of Service. [ ] (5) other termination. 10 9. ALLOCATION OF FORFEITURES NOTE: Subsections (a), (b) and (c) below apply to forfeitures of amounts other than Excess Aggregate Contributions. (a) Allocation Alternatives: [ ] (i) Not Applicable. All contributions are always fully vested. [ ] (ii) Forfeitures shall be allocated to Participants in the same manner as the Employer's contribution. [ ] (iii) Forfeitures shall be applied to reduce the Employer's contribution for such Plan Year. [X] (iv) Forfeitures shall be applied to offset administrative expenses of the Plan. If forfeitures exceed these expenses, (iii) above shall apply. (b) Date for Reallocation: NOTE: If no distribution has been made to a former Participant, sub-section (i) below will apply to such Participant even if the Employer elects (ii) or (iii) below as its normal administrative policy. [ ] (i) Forfeitures shall be reallocated at the end of the Plan Year during which the former Participant incurs his or her fifth consecutive one year Break In Service. [ ] (ii) Forfeitures will be reallocated immediately (as of the next Valuation Date). [X] (iii) Forfeitures will be reallocated as of the end of the Plan Year in which the Participant separates from service. [ ] (iv) Forfeitures shall be reallocated as of the end of the Plan Year during which the former Employee incurs his or her - (1st, 2nd, 3rd, or 4th) consecutive one year Break In Service. (c) Restoration of Forfeitures: If amounts are forfeited prior to five consecutive 1-year Breaks in Service, the Funds for restoration of account balances will be obtained from the following resources in the order indicated (fill in I and 2 in the following boxes to indicate order): [1] (i) Current year's forfeitures. [2] (ii) Additional Employer contribution. If no answer is specified, the order will be (i) and (ii). 11 (d) Forfeitures of Excess Aggregate Contributions shall be: [X] (i) Applied to reduce Employer contributions. [ ] (ii) Allocated, after all other forfeitures under the Plan, to the Matching Contribution account of each non-Highly Compensated Participant who made Elective Deferrals in the ratio which each such Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for such Plan Year. Such forfeitures cannot be allocated to the account of any Highly Compensated Employee. Forfeitures of Excess Aggregate Contributions will be so applied at the end of the Plan Year in which they occur. 10. CASH OPTION [X] (a) The Employer may permit a Participant to elect to defer to the Plan, an amount not to exceed 25% of any Employer paid cash bonus made for such Participant for any year. A Participant must file an election to defer such contribution at least fifteen (15) days prior to the end of the Plan Year. If the Employee fails to make such an election, the entire Employer paid cash bonus to which the Participant would be entitled shall be paid as cash and not to the Plan. Amounts deferred under this section shall be treated for all purposes as Elective Deferrals. Notwithstanding the above, the election to defer must be made before the bonus is made available to the Participants. [ ] (b) Not Applicable. If no answer is specified, option (b) will apply. 11. LIMITATIONS ON ALLOCATIONS [ ] This is the only Plan the Employer maintains or ever maintained; therefore, this section is not applicable. [X] The Employer does maintain or has maintained another Plan (including a Welfare Benefit Fund or an individual medical account [as defined in Code Section 415(l)(2)], under which amounts are treated as Annual Additions) and has completed the proper sections below. Complete (a), (b) and (c) only if the Employer maintains or ever maintained another qualified plan, including a Welfare Benefit Fund or an individual medical account [as defined in Code Section 415(l)(2)], in which any Participant in this Plan is (or was) a participant or could possibly become a participant. (a) If the Participant is covered under another qualified Defined Contribution Plan maintained by the Employer, other than a Master or Prototype Plan: 12 [ ] (i) the provisions of Article X of the Basic Plan Document #04 will apply, as if the other plan were a Master or Prototype Plan. [ ] (ii) Attach provisions stating the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount, and will properly reduce any Excess Amounts, in a manner that precludes Employer discretion. If no answer is specified, option (i) will apply. (b) If a Participant is or ever has been a participant in a Defined Benefit Plan maintained by the Employer: Attach provisions which will satisfy the 1.0 limitation of Code Section 415(e). Such language must preclude Employer discretion. The Employer must also specify the interest and mortality assumptions used in determining Present Value in the Defined Benefit Plan. (e) The minimum contribution or benefit required under Code Section 416 relating to Top- Heavy Plans shall be satisfied by: [X] (i) this Plan. [ ] (ii) --------------------------------------------- (Name of other qualified plan of the Employer). [ ] (iii) Attach provisions stating the method under which the minimum contribution and benefit provisions of Code Section 416 will be satisfied. If a Defined Benefit Plan is or was maintained, an attachment must be provided showing interest and mortality assumptions used in the Top-Heavy Ratio. If no answer is specified, option (i) will apply. 12. VESTING Contributions under paragraph 7(b), 7(c)(vi) and 7(d) are always fully vested. Employer contributions shall be subject to the vesting table selected by the Employer below. A Participant shall receive credit for a Year of Service as specified at 3(j)(iii) of this Adoption Agreement. (a) Vesting Schedules: NOTE: The vesting schedules below only apply to a Participant who has at least one Hour of Service during or after the 1989 Plan Year. If applicable, Participants who separated from Service prior to the 1989 Plan Year will remain under the vesting schedule as in effect in the Plan prior to amendment for the Tax Reform Act of 1986. (i) Full and immediate vesting. 13
YEARS OF SERVICE ---------------- 1 2 3 4 5 6 7 - - - - - - - (ii) __% 100% (iii) __% __% 100% (iv) 0% 20% 40% 60% 80% 100% (v) __% __% 20% 40% 60% 80% 100% (vi) 10% 20% 30% 40% 60% 80% 100% (vii) __% __% __% __% 100% (viii) __% __% __% __% __% __% 100%
NOTE: The percentages selected for schedule (viii) may not be less for any year than the percentages shown at schedule (v). Contributions will vest as provided below:
Vesting Option Selected Type of Employer Contribution --------------- ----------------------------- IV 7(c) Employer Match on Salary Savings ---- IV 7(e) or (f) Employer Discretionary ----
(b) Top-Heavy Vesting For any Plan Year in which this Plan is Top-Heavy, the following minimum vesting rules will apply: (i) Schedules (v), (vi), and (viii) above will automatically shift to schedule (iv). (ii) Schedule (vii) above will automatically shift to schedule (iii). (c) Service disregarded for Vesting: [X] (i) No service will be disregarded. [ ] (ii) Service prior to the Effective Date of this Plan or a predecessor plan shall be disregarded when computing a Participant's vested and non-forfeitable interest. [ ] (iii) Service prior to a Participant having attained age 18 shall be disregarded when computing a Participant's vested and non-forfeitable interest. 14 13. SERVICE WITH PREDECESSOR ORGANIZATION For purposes of satisfying the Service requirements for eligibility, Hours of Service shall include Service with the following predecessor organization(s): Koll Company Koll Management Services Inc. Karsten Realty Advisors 14. ROLLOVER/TRANSFER CONTRIBUTIONS (a) Rollover Contributions, including Direct Rollovers, as described at paragraph 1.69 of the Basic Plan Document 404, [X] shall [ ] shall not be permitted to be made to the Plan. If permitted, Employees [X] may [ ] may not make Rollover Contributions prior to meeting the eligibility requirements for participation in the Plan. (b) Transfer Contributions, as described at paragraph 4.4 of the Basic Plan Document #04 [X] shall [ ] shall not be permitted to be made to the Plan. If permitted, Employees [X] may [ ] may not Transfer Contributions prior to meeting the eligibility requirements for participation in the Plan. NOTE: Even if available, the Employer may refuse to accept such contributions if its Plan meets the safe-harbor rules of paragraph 8.7 of the Basic Plan Document #04. 15. HARDSHIP WITHDRAWALS Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan Document #04, [X] are [ ] are not permitted. If permitted, Hardship withdrawals [ ] shall [X] shall not be limited to Elective Deferrals. 16. PARTICIPANT LOANS Participant loans, as provided for in paragraph 13.8 of the Basic Plan Document #04, [X] are [ ] are not permitted. If permitted, repayments of principal and interest shall be repaid to the Participant's segregated account. 17. INSURANCE POLICIES The insurance provisions of paragraph 13.9 of the Basic Plan Document #04 [ ] shall [X] shall not be applicable. 18. INVESTMENT DIRECTION [ ] (a) Employer Investment Direction The Employer investment direction provisions, as set forth in Article XIII of the Basic Plan Document #04, shall be applicable to the following: 15 [ ] (i) All monies [ ] (ii) Employer Discretionary and Matching Monies [ ] (iii) Employer Discretionary Monies excluding Matching Monies [ ] (iv) Employer Matching Monies only. [X] (b) Employee Investment Direction Employee investment direction provisions, as set forth in Article XIII of the Basic Plan Document #04, shall be applicable to all monies not directed by Employer. If no answer is specified, Employee Investment Direction will apply. NOTE: Each of the mutual funds in which the Plan may invest carries its own fees and expenses, which may include management fees, Rule 12b-1 fees and/or other fees and expenses, which are described in detail in each Fund's prospectus. Employees who invest in one or more of these mutual funds will, as shareholders of those mutual funds, bear their pro-rata portion of each fund's fees and expenses and may also pay a sales charge or contingent deferred sales charge in connection with their purchase of fund shares. Employer acknowledges that Prudential Securities Incorporated (PSI) and Pruco Securities Corporation (Prusec) may be deemed to benefit ftom advisory and other fees paid to its affiliates in connection with the management and operation of the mutual funds in which the Employee may invest, from sales charges and contingent deferred sales charges imposed as described in the prospectus and from fees paid to The Prudential Insurance Company of America in connection with the Guaranteed Interest Account. 19. EARLY PAYMENT OPTION (a) A Participant who has attained age 59-1/2 and who has not separated from Service [X] may [ ] may not obtain a distribution of his or her vested Employer contributions. (b) A Participant who has attained the Plan's Normal Retirement Age and who has not separated from Service [X] may [ ] may not receive a distribution of his or her vested account balance. NOTE: If the Participant has had the right to withdraw his or her account balance in the past, this right may not be taken away. Notwithstanding the above, to the contrary, required minimum distributions will be paid. For timing of distributions, see item 20 below. 16 20. DISTRIBUTION OPTIONS (a) Timing of Distributions: In cases of termination benefits shall be paid: [ ] (i) As soon as administratively feasible following the close of the Plan Year during which a distribution is requested or is otherwise payable. [X] (ii) As soon as administratively feasible, following the date on which a distribution is requested or is otherwise payable. [ ] (iii) Only after the Participant has achieved the Plan's Normal Retirement Age, or Early Retirement Age, if applicable. If no answer is specified, option (ii) will apply. (b) Optional Forms of Payment: [X] (i) Lump Sum. [X] (ii) Installment Payments. [ ] (iii) Other form(s)* as specified: If no answer is specified, option (i) will apply. *Annuities are only available in either a nonsafe-harbored Plan which does not meet the provisions of paragraph 8.7 of Basic Plan Document #04 or in a Plan which previously offered annuities as an optional form of payment. 21. SPONSOR CONTACT The Sponsor of this Prototype Plan is Prudential Mutual Fund Management, Inc., One Seaport Plaza, New York, New York 10292. Any questions regarding this Prototype Plan document may be directed to your Prudential Representative. You may also call Prudential Mutual Fund Services at (800)848-4015. 17 22. SIGNATURES DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR TAX ADVISOR, IF ANY. The adopting Employer understands that there are fees for each account under the Plan. THE BASIC PLAN DOCUMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE FOUND IN ARTICLE XIII, SECTION 13.7 ARBITRATION. IF EMPLOYER INVESTMENT DIRECTION APPLICABLE, NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE INVESTMENT AND ADMINISTRATIVE INSTRUCTIONS TO THE PLAN SPONSOR OR AFFILIATE: (a) EMPLOYER: This agreement and the corresponding provisions of the Plan and Trust Basic Plan Document #04 were adopted by the Employer the 7th day of December, 1999. Signed for the Employer by: Sandra G. Sciutto Title: CHIEF FINANCIAL OFFICER Signature: /s/ SANDRA G. SCIUTTO THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS PLAN. Employer's Reliance: An Employer who maintains or has ever maintained or who later adopts any Plan [including, after December 31, 1985, a Welfare Benefit Fund, as defined in Section 419(e) of the Code, which provides post-retirement medical benefits allocated to separate accounts for Key Employees, as defined in Section 419A(d)(3)] or an individual medical account, as defined in Code Section 415(l)(2) in addition to this Plan may not rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Plan is qualified under Section 401 of the Code. If the Employer who adopts or maintains multiple Plans wishes to obtain reliance that such Plan(s) are qualified, application for a determination letter should be made to the appropriate Key District Director of Internal Revenue. The Employer understands that its failure to properly complete the Adoption Agreement may result in disqualification of its plan. 18 The Employer may not rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Plan is qualified under section 401 of the Code unless the terms of the Plan, as herein adopted or amended, that pertain to the requirements of Code Sections 401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s), as amended by the Tax Reform Act of 1986, or later laws, (a) are made effective retroactively to the first day of the first Plan Year beginning after December 31, 1988 (or such later date on which these requirements first become effective with respect to this Plan); or (b) are made effective no later than the first day on which the Employer is no longer entitled, under regulations, to rely on a reasonable, good faith interpretation of these requirements, and the prior provisions of the Plan constitute such an interpretation. This Adoption Agreement may only be used in conjunction with Basic Plan Document #04. 19 [X] (b) TRUSTEE: [X] Prudential Trust Company 30 Scranton Office Park Scranton, PA 18507 NOTE: There is an annual trustee fee charged under the Plan if Prudential Trust Company is appointed as Trustee. [ ] The Trustee(s) will be the following individuals: The assets of the Fund shall be invested in accordance with paragraph 13.3 of the Basic Plan Document #04 as a Trust. As such, the Employer's Plan as contained herein was accepted by the Trustee the ____ day of ______, 19__. Signed for the Trustee by: Daniel T. Arcure /s/ Daniel T. Arcure Signature Signature Signature (c) Prudential Mutual Fund Management, Inc. The Employer's Agreement and the corresponding provisions of the Plan and Trust Basic Plan Document #04 were accepted by Prudential Mutual Fund Management, Inc. the day of ______, 19__. Signed for by: .&* Title: Signature: 20 EX-10.11A 4 EXHIBIT 10.11A EXHIBIT 10.11A EXTENSION AND MODIFICATION OF EMPLOYMENT AGREEMENT THIS EXTENSION AND MODIFICATION OF EMPLOYMENT AGREEMENT (the "Extension") is entered into as of December 7, 1999 by and between California Coastal Communities, Inc., a Delaware corporation ("Employer"), and RAYMOND J. PACINI ("Executive"). W I T N E S S E T H: WHEREAS, Executive and Employer have entered into an Employment Agreement dated as of May 1, 1998 (the "Employment Agreement") through which Executive has provided various executive capacities to Employer and Employer has obtained various executive services by Executive; and WHEREAS, Employer desires to obtain the benefit of continued service from Executive by extending the Employment Agreement, and Executive desires to render continued services to Employer by extending the Employment Agreement pursuant to the terms and conditions of this Extension; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties agree as follows: SECTION 1. CONTINUING EFFECTIVENESS OF EMPLOYMENT AGREEMENT. Except to the extent of any modification made pursuant to the terms of this Extension, the Employment Agreement shall continue to remain in full force and effect following the date hereof. SECTION 2. EXTENSION OF TERM. Employer and Executive hereby agree to extend the term of the Employment Agreement until April 30, 2001. SECTION 3. STOCK OPTIONS. Executive shall immediately be granted options ("Stock Options") to purchase 75,000 shares of Employer's common stock ("Option Shares"), at an exercise price of $7.00 per share. The specific terms and conditions of such Stock Options shall be governed by the Stock Option Agreement entered into by and between the Company and Executive as of the date of this Extension. IN WITNESS WHEREOF, the parties have executed this Extension as of the date first above written. "EMPLOYER" CALIFORNIA COASTAL COMMUNITIES, INC. By /s/ SANDRA G. SCIUTTO --------------------------------- Sandra G. Sciutto Chief Financial Officer "EXECUTIVE" /s/ RAYMOND J. PACINI ------------------------------------- Raymond J. Pacini -2- EX-10.12A 5 EXHIBIT 10.12A EXHIBIT 10.12A EXTENSION AND MODIFICATION OF EMPLOYMENT AGREEMENT THIS EXTENSION AND MODIFICATION OF EMPLOYMENT AGREEMENT (the "Extension") is entered into as of December 7, 1999 by and between California Coastal Communities, Inc., a Delaware corporation ("Employer"), and SANDRA G. SCIUTTO ("Executive"). W I T N E S S E T H: WHEREAS, Executive and Employer have entered into an Employment Agreement dated as of May 1, 1998 (the "Employment Agreement") through which Executive has provided various executive capacities to Employer and Employer has obtained various executive services by Executive; and WHEREAS, Employer desires to obtain the benefit of continued service from Executive by extending the Employment Agreement, and Executive desires to render continued services to Employer by extending the Employment Agreement pursuant to the terms and conditions of this Extension; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties agree as follows: SECTION 1. CONTINUING EFFECTIVENESS OF EMPLOYMENT AGREEMENT. Except to the extent of any modification made pursuant to the terms of this Extension, the Employment Agreement shall continue to remain in full force and effect following the date hereof. SECTION 2. EXTENSION OF TERM. Employer and Executive hereby agree to extend the term of the Employment Agreement until April 30, 2001. SECTION 3. BONUS. From the date hereof and until the expiration of the term set forth in Section 2 above, Employer agrees to provide Executive with the opportunity to earn an incentive bonus of up to Seventy Five Thousand Dollars ($75,000), based upon the amounts for each performance target which will be mutually agreed upon and set forth on SCHEDULE A attached hereto. SECTION 4. STOCK OPTIONS. Executive shall immediately be granted options ("Stock Options") to purchase 30,000 shares of Employer's common stock ("Option Shares"), at an exercise price of $7.00 per share. The specific terms and conditions of such Stock Options shall be governed by the Stock Option Agreement entered into by and between the Company and Executive as of the date of this Extension. IN WITNESS WHEREOF, the parties have executed this Extension as of the date first above written. "EMPLOYER" CALIFORNIA COASTAL COMMUNITIES, INC. By /s/ RAYMOND J. PACINI ---------------------------------- Raymond J. Pacini Chief Executive Officer "EXECUTIVE" /s/ SANDRA G. SCIUTTO -------------------------------------- Sandra G. Sciutto -2- EX-10.13A 6 EXHIBIT 10.13A EXHIBIT 10.13A EXTENSION AND MODIFICATION OF INDEPENDENT CONTRACTOR CONSULTING AGREEMENT This EXTENSION AND MODIFICATION OF INDEPENDENT CONTRACTOR CONSULTING AGREEMENT ("Extension") is entered into as of December 7, 1999 between California Coastal Communities, Inc., a Delaware corporation (the "Company"), GSSW-REO, L.L.C., a Texas limited liability company ("GSSW") and Thomas W. Sabin, Jr. ("Consultant"). WHEREAS, the Company and GSSW have entered into an Independent Contractor Consulting Agreement (the "Consulting Agreement") dated as of May 20, 1998 through which Consultant has provided various consulting capacities to the Company and the Company has obtained various consulting services by Consultant; and; WHEREAS, the Company desires to obtain the benefit of continued service from Consultant by extending the Consulting Agreement, and GSSW desires to render continued services to the Company by extending the Consulting Agreement pursuant to the terms and conditions of this Extension; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and obligations set forth herein, the parties hereto hereby agree as follows: 1. CONTINUING EFFECTIVENESS OF CONSULTING AGREEMENT. Except to the extent of any modification made pursuant to the terms of this Extension, the Consulting Agreement shall continue to remain in full force and effect following the date hereof. 2. EXTENSION OF TERM. Employer and Executive hereby agree to extend the term of the Consulting Agreement until January 31, 2001. 3. STOCK OPTIONS. GSSW shall immediately be granted options ("Stock Options") to purchase 75,000 shares of Employer's common stock ("Option Shares"), at an exercise price of $7.00 per share. The specific terms and conditions of such Stock Options shall be governed by the Stock Option Agreement entered into by and between the Company and GSSW as of the date of this Extension. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written, in the case of the Corporation and GSSW by an officer thereunto duly authorized, and in the case of Consultant, by Consultant individually. "COMPANY" CALIFORNIA COASTAL COMMUNITIES, INC. By /s/ RAYMOND J. PACINI -------------------------------------- Raymond J. Pacini Chief Executive Officer "CONSULTANT" /s/ THOMAS W. SABIN, JR. ------------------------------------------ Thomas W. Sabin, Jr. "GSSW" GSSW-REO, L.C. a Texas limited liability company By /s/ THOMAS W. SABIN, JR. -------------------------------------- Thomas W. Sabin, Jr. Manager EX-21.01 7 EXHIBIT 21.01 EXHIBIT 21.01 CALIFORNIA COASTAL COMMUNITIES, INC. WORLDWIDE SUBSIDIARIES
Percentage State/Country of Ownership Incorporation --------- ------------- Hengro Fifteen Inc. 100 Delaware Henley Disc Media, Inc. 100 Delaware Henley Facilities, Inc. 100 Delaware New Henley Holdings Inc. 100 Delaware Air Correction International, Inc. 100 Delaware GCC Patents Holding Company Inc. 100 Delaware Hengro Fourteen Inc. 100 Delaware Hengro Ten Inc. 100 Delaware Hengro Thirteen Inc. 100 Delaware Henley Deltec Holdings Inc. 100 Delaware Henley Deltec Corporation 100 Delaware Henley Investments, Inc. Two 100 Delaware IRE Corporation 100 Indiana LJC Investments, Inc. 100 Delaware Moore International Inc. 80 Delaware Newco A.C. Corporation 100 Delaware Procon International Inc. 100 Delaware Procon Incorporated 100 Delaware Procofrance, S.A. 100 France Procon (Great Britain) Limited 100 United Kingdom Pullman Environmental Services Inc. 100 Delaware Pullman Passenger Car Company Inc. 100 Delaware Pullman Swindell Ltd. 100 United Kingdom Trailmobile International Ltd. 100 Delaware Pullman Trailmobile de Mexico S.A. de C.V. 100 Mexico Trailmobile Leasing Corp. 100 Delaware W.O.L. Corporation 100 Delaware W. W. C. Corporation 100 Delaware Wheelabrator Export Corporation 100 Delaware Signal Landmark Holdings Inc. 100 Delaware Signal Landmark 100 California Calumet Real Estate Inc. 100 Delaware Newport Realty Corp. 100 California Signal Hawaii, Inc. 100 Hawaii Signal Puako Corporation 100 Hawaii Hearthside Residential Corp. 100 Delaware WORLDWIDE SUBSIDIARIES (continued) Henley/KNO Holding Inc. 100 Delaware Hearthside Holdings, Inc. 100 Delaware Hearthside Homes, Inc. 100 California AV Partnership 49 California AV Partners Corp. 49 California KREG Holdings Inc. 100 Delaware NC Holding Company 100 Delaware Wentworth By The Sea, Inc. * 50 Delaware Newco A. D. Corporation 100 South Carolina Twenty Newco Inc. 100 Delaware Wentworth Holdings Inc. 100 Delaware Wentworth By The Sea, Inc. * 50 Delaware WESI Maryland Inc. 100 Delaware WT/HRC Corporation 100 Illinois Heat Research Corporation 100 Delaware
(*) Together NC Holding Company and Wentworth Holdings Inc. own 100% of Wentworth By The Sea, Inc. EX-27.01 8 EXHIBIT 27.01
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CAL COASTAL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 YEAR DEC-31-1999 JAN-01-1999 DEC-31-1999 6 3 0 0 152 0 0 0 170 0 7 0 0 1 132 170 0 0 0 0 0 0 1 (2) 0 (2) 0 0 0 (2) (.15) (.15)
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