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84 Financial, L.P.
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S-1/A
Apr 22, 10:17 AM ET
84 Financial, L.P. S-1/A
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Contents
256
Registration No. 333-172293
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Amendment No. 1
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
84 FINANCIAL L.P.
12627 San Jose Boulevard, Suite 305 Jacksonville, Florida 32223 (904) 260-0059
Thomas P. Spatola President 12627 San Jose Boulevard, Suite 305 Jacksonville, Florida 32223 (904) 260-0059
Gary A. Miller, Esq. Eckert Seamans Cherin & Mellott, LLC Two Liberty Place 50 South 16th Street, 22nd Floor Philadelphia, Pennsylvania 19102 (215) 851-8400
CALCULATION OF REGISTRATION FEE
SUBJECT TO COMPLETION — PRELIMINARY PROSPECTUS DATED April 22, 2011
84 FINANCIAL L.P. $1,000,000,000 Fixed Rate Subordinated Notes
84 FINANCIAL L.P.
TABLE OF CONTENTS
QUESTIONS AND ANSWERS (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering)
PROSPECTUS SUMMARY (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering)
Our Company
The Offering
Summary of Consolidated Financial Data
RISK FACTORS (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering)
Risks Related to Our Offering
Risks Related to Our Business
Risks Related to Reliance on Other Parties
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering)
RATIO OF EARNINGS TO FIXED CHARGES (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering)
SELECTED CONSOLIDATED FINANCIAL DATA (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering)
SUPPLEMENTARY CONSOLIDATED QUARTERLY FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering)
Overview
Commercial Lending
Acquisition, Development and Sale of Residential Lots
Commercial Property Leasing
Revenue Sources
Expenses
Cost of Sales — Developed Properties
Selling, General and Administrative Expenses, Net of Other Income
Loan and REO-related Losses and Impairment
Interest Expense
Company Assets
Loans
Real Estate Owned through Foreclosure
Unsecured Commercial Builder Loans
Secured Commercial Real Estate Loans used to Secure 84 Lumber Unsecured Debt
Commercial Properties
Land Inventories Under Development
Liabilities
Contractual Obligations
Off-Balance Sheet Arrangements
Partners’ Equity
Business Segments
Commercial Lending
Institutional Lenders
Direct Lending
Analysis of Allowance for Loan Losses, Other Real Estate Owned — Foreclosed Loan Properties and Put Option Obligation
Overview
Allowances for Loan Losses
Impairment of Other Real Estate Owned — Foreclosed Loan Properties (REO)
Put Option Obligation
Put Option Rollforward
Acquisition, Development and Sale of Residential Lots
Analysis for Impairment of Land/Lots
Commercial Property Leasing
Assets Held for Sale and Discontinued Operations
Liquidity and Capital Resources
Liquidity Outlook:
Capital Resources
Recent Accounting Pronouncements
Critical Accounting Estimates
Allowance for Loan Losses
Fair Value Measurements
Put Option Obligation
Impact of Inflation and General Economic Conditions
Quantitative and Qualitative Disclosures About Market Risk
New Privately Owned Housing Units StartedAnnual Data from 1959 to 2010
New & Existing Homes Median Selling Price From 2005-2010
Internal Controls Over Financial Reporting
BUSINESS (All dollar [$] amounts shown in thousands, except amounts describing proceeds from this offering) General
Business Segments
Commercial Lending
84 Financial & Institutional Lender Loans and REO by State as of Year End 2010 $14,787,608 (Net of reserve and impairment)
Acquisition, Development and Sale of Residential Lots
Commercial Property Leasing
Company Market Area and Competition
Environmental Compliance
Employees
Properties
Legal Proceedings
Reports to Security Holders
MANAGEMENT (All dollars [$] amounts shown in whole dollars)
Directors of the General Partner and Officers of the Company
Key Employees of the Company
COMPENSATION DISCUSSION AND ANALYSIS (All dollars [$] amounts shown in whole dollars)
Objectives of the Named Executive Officer Compensation Program
Determining Named Executive Officer Compensation
2010 Named Executive Officer Compensation Components
Annual Base Salary
Bonus Awards
401(k) Plan
Perquisites and Other Named Executive Officer Benefits
Management Services Agreement
Employment Agreements
Tax and Accounting Considerations
Summary Compensation Table(1)
Compensation Committee Interlocks and Insider Participation
PRINCIPAL SHAREHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (All dollars [$] amounts shown in whole dollars)
Products and Services Provided to 84 Lumber and Other Subsidiaries
Support Services Provided by 84 Lumber
Credit Arrangements and Other Amounts Due From or Owed to 84 Lumber
Transactions With Officers
DESCRIPTION OF NOTES (All dollars [$] amounts shown in whole dollars)
Established Features of Notes
Subordination
Redemption by Us Prior to Maturity
Redemption at the Request of the Holder Prior to Maturity
Redemption Upon Your Death
Extension At Maturity
No Restrictions on Additional Debt or Business
Modification of Indenture
Place, Method and Time of Payment
Events of Default
Satisfaction and Discharge of Indenture
Reports
Service Charges
Book Entry Record of Your Ownership
Concerning the Processing Agent
Concerning the Trustee
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
GLOSSARY OF SELECTED TERMS
84 FINANCIAL L.P.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
84 FINANCIAL L.P. Consolidated Balance Sheets January 2, 2011 (2010) and January 3, 2010 (2009)
84 FINANCIAL L.P. Consolidated Statements of Operations 52-week periods ended January 2, 2011 (2010), January 3, 2010 (2009) and January 4, 2009 (2008)
84 FINANCIAL L.P. Consolidated Statements of Changes In Partners’ Equity 52-week periods ended January 2, 2011 (2010), January 3, 2010 (2009) and January 4, 2009 (2008)
84 FINANCIAL L.P. Consolidated Statements of Cash Flow 52-week periods ended January 2, 2011 (2010), January 3, 2010 (2009) and January 4, 2009 (2008)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
1. Description of Business and Basis of Presentation
Description of Business
Basis of Presentation
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
1. Description of Business and Basis of Presentation – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
1. Description of Business and Basis of Presentation – (continued)
Liquidity and Capital Resources
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
1. Description of Business and Basis of Presentation – (continued)
2. Summary of Significant Accounting Policies
Revenue Recognition
Advertising
Cash and Cash Equivalents
Restricted Cash
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
2. Summary of Significant Accounting Policies – (continued)
Fair Value Measurements
Loans Receivable
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
2. Summary of Significant Accounting Policies – (continued)
Allowance for Loan Losses
Land Inventories Under Development
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
2. Summary of Significant Accounting Policies – (continued)
Fixed Assets
Impairment of Long-Lived Assets
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
2. Summary of Significant Accounting Policies – (continued)
Other Real Estate Owned
Debt Issuance Costs
Income Taxes
Risks and Uncertainties
Concentrations
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
2. Summary of Significant Accounting Policies – (continued)
Recent Accounting Pronouncements
3. Fair Value
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
3. Fair Value – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
3. Fair Value – (continued)
Cash and Cash Equivalents
Loans Receivable
Borrowings under Credit Facilities
Put Option Obligation under the Institutional Lending Program
4. Loans Receivable and Put Option Obligation
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
84 FINANCIAL Loan Program
Institutional Lending Program
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
Rollforward of Allowance for Loan Losses and Put Option Obligation
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
4. Loans Receivable and Put Option Obligation – (continued)
5. Other Real Estate Owned
6. Borrowings
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
6. Borrowings – (continued)
7. Related Party Transactions
84 Lumber Company
Rental income
Management fee
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
7. Related Party Transactions – (continued)
Misrepresentations
Payables
Interest
Real Estate
Notes and Accounts Payable to Affiliates
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
8. Discontinued Operations
9. Contingencies and Commitments
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
9. Contingencies and Commitments – (continued)
10. Defined Contribution Benefit Plan
11. Segments
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
11. Segments – (continued)
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
11. Segments – (continued)
12. Restatement of Previously Issued Financial Statements
Events Causing the Restatement
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
12. Restatement of Previously Issued Financial Statements – (continued)
Impacts on the Consolidated Statement of Operations for Fiscal Year 2008:
13. Subsequent Events
84 FINANCIAL L.P. Notes to Consolidated Financial Statements January 2, 2011 (2010), January 3, 2010 (2009), and January 4, 2009 (2008) (in thousands of dollars)
14. Selected Quarterly Financial Data (Unaudited)
84 FINANCIAL L.P.
$1,000,000,000 Fixed Rate Subordinated Notes
PROSPECTUS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Item 14. Indemnification of Directors and Officers.
84 FINANCIAL L.P.
84 LADC, LLC
Contracts/Other Arrangements.
Item 15. Recent Sales of Unregistered Securities.
Item 16. Exhibits and Financial Statement Schedules.
Item 17. Undertakings.
SIGNATURES