Real Estate Development Assets | 3 Months Ended |
Jan. 31, 2014 |
Real Estate Development Assets [Abstract] | ' |
Real Estate Development Assets | ' |
6. Real Estate Development Assets |
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Real estate development assets consist of the following: |
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| | January 31, | | | October 31, | |
2014 | 2013 |
East Areas 1 and 2 | | $ | 52,181,000 | | | $ | 51,538,000 | |
Templeton Santa Barbara, LLC | | | 11,357,000 | | | | 11,276,000 | |
Windfall Investors, LLC | | | 20,790,000 | | | | 20,605,000 | |
| | $ | 84,328,000 | | | $ | 83,419,000 | |
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East Areas 1 and 2 |
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In fiscal year 2005, the Company began capitalizing the costs of two real estate projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings, and civic facilities. During the three months ended January 31, 2014 and 2013, the Company capitalized $643,000 and $811,000, respectively, of costs related to these real estate projects, respectively. Additionally, in relation to these projects, the Company incurred net expenses of $5,000 and $2,000 in the three months ended January 31, 2014 and 2013, respectively. |
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On August 24, 2010, the Company entered into an amendment (the "Amendment") to a Real Estate Advisory Management Consultant Agreement (the "Consultant Agreement") with Parkstone Companies, Inc. (the "Consultant") dated April 1, 2004, that includes provisions for the Consultant to earn a success fee (the "Success Fee") upon the annexation by the City of Santa Paula, California of East Area I. Under the terms of the Amendment, the Company agrees to pay the Success Fee in an amount equal to 4% of the incremental Property Value under a formula defined in the Amendment. The Success Fee is due and payable 120 days following the earlier to occur of (a) the sale of all or any portion of East Area I, including any unrelated third party material investment in the property, (b) the determination of an appraised value of the East Area I or (c) the second anniversary of the property annexation (each a "Success Fee Event"). |
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The Success Fee, if any, shall be paid in cash, shares of the Company's common stock, or any combination of the forgoing at the sole discretion of the Company. The Success Fee is based on the calculated value of the property, which can vary over time until the settlement date. Accordingly, the Success Fee will be "marked to market" periodically to recognize the potential variability in the property value. Changes in the value, if any, will be recorded to capitalized development costs and additional paid in capital ("APIC"). To the extent that it becomes probable that cash will be used in the settlement rather than stock, such amount of cash will be classified as a liability rather than APIC. |
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If the Success Fee is paid in shares of common stock, deemed to be an equity award, the amount of common stock paid will be determined using a price per share equal to the average of closing prices of the common stock on the NASDAQ Global Market for the 20 trading days ending on the last trading day prior to the earliest occurring Success Fee Event; provided, however, that the price per share shall be no less than $16.00 per share. Previously recognized capitalized development costs will be adjusted to reflect the calculated value of the property upon settlement. The related APIC amount will be adjusted to common stock to reflect the issuance of common stock. To the extent that it becomes probable that cash will be used in the settlement rather than stock, such amount of cash will be classified as a liability rather than APIC / common stock. As of January 31, 2014, the estimated amount of the Success Fee was zero. |
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In connection with facilitating the annexation of East Area 1 into the City of Santa Paula, during February 2013, the Company entered into a Capital Improvement Cost Sharing Agreement for Improvements to Santa Paula Creek Channel (the "Cost Sharing Agreement") with the Ventura County Watershed Protection District (the "District"). The Cost Sharing Agreement requires the Company to reimburse the District 28.5% of the costs of the improvements, up to a maximum of $5,000,000. Additionally, the Company is required to pay the cost of preparing a study to determine a feasible scope of work and budget for the improvements. As of January 31, 2014, $150,000 has been accrued for the cost of the study. |
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Templeton Santa Barbara, LLC |
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The three real estate development parcels within the Templeton Santa Barbara, LLC project are described as Centennial Square ("Centennial"), The Terraces at Pacific Crest ("Pacific Crest"), and Sevilla. The net carrying values of Centennial, Pacific Crest and Sevilla at January 31, 2014 were $3,301,000, $3,370,000 and $4,686,000, respectively, and at October 31, 2013 were $3,220,000, $3,370,000 and $4,686,000, respectively. |
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During the three months ended January 31, 2014 and 2013, the Company capitalized $81,000 and $275,000, respectively, of costs related to these real estate parcels. Additionally, in relation to these parcels, the Company incurred net expenses of $27,000 and $18,000 in the three months ended January 31, 2014 and 2013, respectively. |
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On November 29, 2013, the Company entered into Purchase and Sale agreements to sell Pacific Crest and Sevilla to the same buyer for a combined purchase price of approximately $8,300,000. Upon execution of the agreements, the buyer deposited $500,000 into escrow. The buyer had the option to terminate the purchase of the parcels prior to the close of 90-day escrow period. The sales were terminated by the buyer during February 2014 and the deposit was returned to the buyer. |
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Windfall Investors, LLC |
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On November 15, 2009, the Company acquired Windfall Investors, LLC, which included $16,842,000 of real estate development assets. During the three months ended January 31, 2014 and 2013, the Company capitalized $185,000 and $244,000, respectively, of costs related to this real estate development project. Additionally, in relation to this project, the Company incurred net expenses of $268,000 and $175,000 during the three months ended January 31, 2014 and 2013, respectively. |