Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation |
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The accompanying unaudited condensed consolidated financial statements of PICO Holdings, Inc. and subsidiaries (collectively, the “Company” or “PICO”) have been prepared in accordance with the interim reporting requirements of Form 10-Q, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete consolidated financial statements. |
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In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation of the financial statements presented have been included and are of a normal recurring nature. Operating results presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. |
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These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC. |
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The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for each reporting period. The significant estimates made in the preparation of the Company’s condensed consolidated financial statements relate to the assessment of other-than-temporary impairments, the application of the equity method of accounting, goodwill and intangibles, real estate and water assets, deferred income taxes, stock-based compensation, fair value of derivatives, purchase price allocation, and contingent liabilities. While management believes that the carrying value of such assets and liabilities are appropriate as of September 30, 2013, and December 31, 2012, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. |
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Investment in Unconsolidated Affiliate: |
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Investments where the Company owns at least 20% but not more than 50% of the voting interest and has the ability to exercise significant influence, but not control, over the investee are accounted for under the equity method of accounting. Accordingly, the Company’s share of the income or loss of the affiliate is included in the Company’s consolidated results. |
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During the three months ended September 30, 2013, the Company’s 73% owned consolidated subsidiary, Spigit, was merged with Mindjet Inc., a privately held company that develops social productivity software (“Mindjet”). As a result of the merger, the Company owns common and preferred stock of Mindjet which represents 29% of the currently outstanding voting interest of Mindjet. The Company accounts for its investment in common stock using the equity method of accounting, and holds the investment in preferred stock at cost (See Note 8, Business Combinations, for additional information). |
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Noncontrolling Interests: |
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The Company reports the share of the results of operations that are attributable to other owners of its consolidated subsidiaries that are less than wholly-owned as noncontrolling interest in the accompanying consolidated financial statements. In the statements of operations, the income or loss attributable to the noncontrolling interest is reported separately and the accumulated income or loss attributable to the noncontrolling interest, along with any changes in |
ownership of the subsidiary, are reported within shareholders’ equity. At September 30, 2013, noncontrolling interest reported in the consolidated financial statements includes the owners of 42.3% of UCP Inc. During the three months ended September 30, 2013, noncontrolling interest increased primarily due to the decrease in the Company’s ownership of UCP Inc. as a result of the initial public offering that occurred during the period (see Note 10, Noncontrolling Interest in UCP, Inc., for additional information). The Company’s consolidated noncontrolling interest also includes the results of operations allocated to the owners of the 12% interest in Northstar. |
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Real Estate and Tangible Water Assets: |
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Real estate and tangible water assets include the cost of certain tangible water assets, water storage credits and related storage facilities, real estate, including raw land and real estate being developed, and any real estate improvements. The Company capitalizes pre-acquisition costs, the purchase price of real estate, development costs and other allocated costs, including interest, during development and home construction. Applicable costs incurred after development or construction is substantially complete are charged to sales and marketing or general and administrative as appropriate. Pre-acquisition costs, including non-refundable land deposits, are expensed to cost of sales when the Company determines continuation of the related project is not probable. |
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Additional costs to develop or otherwise get real estate and water assets ready for their intended use are capitalized. These costs typically include direct home construction costs, legal fees, engineering, consulting, direct cost of well drilling or related construction and any interest cost capitalized on qualifying assets during the development period. The Company expenses all maintenance and repair costs on real estate and water assets. The types of costs capitalized are consistent across periods presented; however, real estate development costs continue to increase from increased construction and development activities. Tangible water rights consist of various water interests currently in development or awaiting permitting. Water storage typically includes the cost of the real estate and direct construction costs to build the site. Amortization of real estate improvements is computed on the straight-line method over the estimated useful lives of the improvements ranging from 5 to 15 years. |
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During the nine months ended September 30, 2013, the Company recorded an impairment loss on real estate with a carrying value of $4.1 million that was written down to its estimated fair value of $3.7 million resulting in an impairment charge of $417,000, which was included in earnings for the nine months ended September 30, 2013. The impairment was recorded based on the estimated sales price the Company expects to receive upon the sale of this real estate. |
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All real estate and tangible water assets are classified as held and used until management commits to a plan to sell the asset, the asset can be sold in its present condition, the asset is being actively marketed for sale, and it is probable that the asset will be sold within the next 12 months. At September 30, 2013 and December 31, 2012, the Company had real estate of $3.7 million and $2.9 million, respectively, classified as held for sale. |
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The costs assigned to the various components of real estate and water assets was as follows (in thousands): |
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| September 30, 2013 | | 31-Dec-12 | |
Real estate | $ | 201,152 | | | $ | 170,704 | | |
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Tangible water assets | 45,103 | | | 41,596 | | |
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| $ | 246,255 | | | $ | 212,300 | | |
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Intangible Water Assets: |
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Intangible water assets includes the costs of indefinite-lived intangible assets and is comprised of water rights and the exclusive right to use two water transportation pipelines. The Company capitalizes development and entitlement costs and other allocated costs, including interest, during the development period of the assets and transfers the costs to intangible water assets when water rights are permitted. Water rights consist of various water interests acquired or developed independently or in conjunction with the acquisition of real estate. When the Company purchases intangible water assets that are attached to real estate, an allocation of the total purchase price, including any direct costs of the acquisition, is made at the date of acquisition based on the estimated relative fair values of the water rights and the real estate. Intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired, by comparing the fair value of the assets to their carrying amounts. |
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Stock-Based Compensation: |
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Stock-based compensation expense is measured at the grant date based on the fair values of the awards and is recognized as expense over the period in which the share-based compensation vests. |
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At September 30, 2013, the Company had one stock-based payment arrangement outstanding: |
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The PICO Holdings, Inc. 2005 Long Term Incentive Plan (the “Plan”). The Plan provides for the grant or award of various equity incentives to PICO employees, non-employee directors, and consultants. A total of 2,654,000 shares of common stock are issuable under the Plan and it provides for the issuance of incentive stock options, non-statutory stock options, free-standing, stock-settled stock appreciation rights (“SAR”), restricted stock awards, performance shares, performance units, restricted stock units (“RSU”), deferred compensation awards, and other stock-based awards. The Plan allows for broker assisted cashless exercises and net-settlement of income taxes and employee withholding taxes. Upon exercise of a SAR and RSU, the employee will receive newly issued shares of PICO Holdings common stock with a fair value equal to the in-the-money value of the award, less applicable federal, state and local withholding and income taxes (however, the holder of an RSU can elect to pay withholding taxes in cash). |
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Restricted Stock Units (RSU): |
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A summary of activity of the RSU is as follows: |
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| RSU | | | | | |
Outstanding at January 1, 2013 | 467,716 | | | | | | |
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Granted | 15,435 | | | | | | |
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Vested | (13,716 | ) | | | | | |
Outstanding at September 30, 2013 | 469,435 | | | | | | |
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Unrecognized compensation cost (in thousands) | $ | 4,007 | | | | | | |
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The Company recorded stock based compensation expense of $958,000 and $946,000 during the three months ended September 30, 2013 and 2012 respectively, and $2.9 million and $2.9 million during the nine months ended September 30, 2013 and 2012, respectively for the RSU outstanding during the period. |
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Stock-Settled Stock Appreciation Rights (SAR): |
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There were no SAR granted or exercised during the nine months ended September 30, 2013 or 2012. There was no stock-based compensation expense recognized for SAR during the nine months ended September 30, 2013 or 2012 as there were no unvested SAR in those periods. |
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A summary of SAR activity is as follows: |
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| SAR | | Weighted Average | | Weighted Average |
Exercise Price | Contractual Term in Years |
Outstanding at January 1, 2013 | 1,812,079 | | | $ | 36.16 | | | 3.5 years |
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Expired | (195,454 | ) | | | | | |
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Outstanding and exercisable at September 30, 2013 | 1,616,625 | | | $ | 36.45 | | | 2.7 years |
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At September 30, 2013, none of the outstanding SAR were in-the-money. |
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Deferred Compensation: |
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The Company reports the investment returns generated in the deferred compensation accounts in other income with a corresponding increase in the trust assets (except in the case of PICO stock, which is reported as treasury stock, at cost). There is an increase in the deferred compensation liability when there is appreciation in the market value of the assets held, with a corresponding expense recognized in operating and other costs. In the event the trust assets decline in value, the Company reverses previously expensed compensation. The assets of the plan are held in rabbi trust accounts. Such accounts hold various investments that are consistent with the Company’s investment policy and are accounted for and reported as available-for-sale securities in the accompanying condensed consolidated balance sheets. Assets of the trust are distributed according to predetermined payout elections established by each participant. |
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At September 30, 2013 and December 31, 2012, the Company had $23.8 million and $22.6 million, respectively, recorded as deferred compensation payable to various members of management and certain non-employee members of the board of directors of the Company. |
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The deferred compensation liability increased by $1.2 million during the nine months ended September 30, 2013 primarily due to an increase in the fair value of the assets of $1.5 million, offset by payments to participants. Included in operating and other costs in the accompanying condensed consolidated statements of operations and comprehensive income or loss for the three and nine months ended September 30, 2013 is compensation expense of $589,000 and $1.5 million, respectively. For the three and nine months ended September 30, 2012, operating and other costs included compensation expense of $880,000 and $2.3 million, respectively. |
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Accumulated Other Comprehensive Income (Loss): |
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The components of accumulated other comprehensive loss are as follows (in thousands): |
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| September 30, | | December 31, | |
2013 | 2012 | |
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Net unrealized appreciation on available-for-sale investments | $ | 6,862 | | | $ | 4,455 | | |
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Foreign currency translation | (6,577 | ) | | (6,469 | ) | |
Accumulated other comprehensive income (loss) | $ | 285 | | | $ | (2,014 | ) | |
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The unrealized appreciation on available-for-sale investments is net of a deferred income tax liability of $3.7 million at September 30, 2013 and $2.4 million at December 31, 2012. The foreign currency translation is net of a deferred income tax asset of $3.4 million at September 30, 2013 and $3.3 million at December 31, 2012. During the three and nine months ended September 30, 2013, the change in unrealized appreciation on available-for-sale investments was net of deferred income tax of $334,000 and $1.2 million, respectively, and net of reclassification adjustments of $346,000, and $893,000, respectively. |
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Inventory: |
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The Company classifies its canola seed as raw material inventory and canola oil and meal as finished goods inventory. Such inventory is carried at net realizable value as it is considered a readily marketable agricultural commodity that is readily convertible to cash because of its commodity characteristics, widely available markets, and international pricing mechanisms. This agricultural commodity inventory has quoted market prices in active markets or is directly correlated to an active market, may be sold without significant further processing and has predictable and insignificant disposal costs. Changes in the fair value of agricultural commodity inventories are recognized in earnings as a component of cost of canola oil and meal sold. |
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At September 30, 2013 and December 31, 2012, the Company had $10.4 million and $8.1 million, respectively, in inventory, the majority of which is considered readily marketable, included within other assets in the consolidated balance sheets. |
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Derivatives: |
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In the normal course of business, the Company uses derivative instruments to manage its exposure to movements associated with agricultural commodity prices. The Company generally uses exchange traded futures to minimize the effects of changes in the prices of agricultural commodities in its agricultural commodity inventories and forward purchase and sale contracts. The Company recognizes each of its derivative instruments as either assets or liabilities at fair value in its condensed consolidated balance sheets. While the Company considers exchange traded futures and forward purchase and sale contracts to be effective economic hedges, the Company does not designate or account for its commodity contracts as hedges. Changes in the fair value of these contracts and related readily marketable agricultural commodity inventories are included in cost of canola oil and meal sold in the condensed consolidated statements of operations and comprehensive income or loss. |
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Related Party Receivables |
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As of September 30, 2013, the Company had loaned $1 million to Northstar Agri Industries, LLC, the owner of the 12% interest in PICO Northstar Hallock, LLC (“Northstar”), which was used to finance certain of their operating expenses. Interest was charged at approximately 10% per annum. The loan was repaid on October 1, 2013. |
Accounting for Income Taxes: |
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The Company's provision for income tax expense includes federal, foreign and state income taxes currently payable and those deferred because of temporary differences between the income tax and financial reporting bases of the assets and liabilities. The liability method of accounting for income taxes also requires the Company to reflect the effect of a tax rate change on accumulated deferred income taxes in income in the period in which the change is enacted. |
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In assessing the realization of deferred income taxes, management considers whether it is more likely than not that any deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible. If it is more likely than not that some or all of the deferred income tax assets will not be realized, a valuation allowance is recorded. |
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The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. |
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The Company reported an income tax provision of $3.6 million and $2.7 million for the three and nine months ended September 30, 2013, respectively, and an income tax benefit of $403,000 and $1.5 million for the three and nine months ended September 30, 2012, respectively. The effective income tax rate for continuing operations was 34% and 17% for the three and nine months ended September 30, 2013, and 5% and 6% for the three and nine months ended September 30, 2012, respectively. For the three and nine months ended September 30, 2013 and 2012, the effective rate differs from the statutory rate of 35% primarily due to recording a full valuation allowance on the net deferred tax assets, and in 2013, a $3.8 million income tax provision for the taxable temporary difference related to the Company’s investment in Mindjet which is not expected to reverse within a period that would allow it to be offset by existing deductible temporary differences. Consequently, the Company has recorded a net deferred tax liability for such temporary difference, which is included in other liabilities at September 30, 2013. |
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Sale of Software: |
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Sale of software consists of fixed subscription fees for the Company’s software and services. The Company commences revenue recognition when all of the following conditions are met: (1) Persuasive evidence of an arrangement exists; (2) Subscription or services have been delivered to the customer; (3) Collection of related fees is reasonably assured; and (4) Related fees are fixed or determinable. |
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The Company’s customers do not have the contractual right to take possession of the software in substantially all transactions. Instead, the software is delivered through the internet from the Company’s hosting facilities. Fixed fee subscription services include access to the hosted software, set-up assistance and customer support, which are exclusively provided to direct customers by Spigit and considered non-separable deliverables. The Company recognizes the subscription fee ratably over the contracted term of the subscription agreement, generally one year. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the date the customer’s first module is set-up and access is granted to the customer, and when all of the revenue recognition criteria have been met, including when any acceptance period lapses. |
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The Company’s consulting services consist of certain professional services, business process consulting and training services that are short-term in nature. Consulting services may be purchased separately at any time to complement or enhance the customers' experience in Spigit products and services. |
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The Company accounts for subscription and consulting services revenue as separate units of account. Subscription services are routinely sold separately by the Company as the consulting services are not essential to the functionality of the hosted application and customers renew their subscription without additional services. The Company allocates revenue to each unit of account based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), if VSOE is not available, or estimated selling price (ESP), if neither VSOE nor TPE are available. Since VSOE and TPE are not available for the Company’s subscription or consulting services, the Company uses ESP to allocate revenue. The Company establishes ESP within a range of selling prices considering multiple factors including, but not limited to, standalone sales, price list adjusted for discounting practices, and margin objectives. |
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Cost of Software Sold: |
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Cost of software sold primarily consists of costs related to hosting of the Company’s application suite and expenses related to its hosting facility, plus the cost of providing consulting services to our customers. |
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Software Development Costs |
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The Company accounts for costs related to the development of software products in accordance with the applicable authoritative guidance. For software products to be sold, leased, or otherwise marketed, the Company expenses all costs incurred to establish the technological feasibility of the software product and capitalizes qualifying costs incurred after technological feasibility is achieved. For software products developed or obtained for internal use, the Company capitalizes all related costs, beginning when it is determined that certain factors are present including, among others, that technology exists to achieve performance requirements. All costs that relate to the planning and post implementation phases of software developed for internal use are expensed as incurred. |
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Recent Accounting Pronouncements |
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In March 2013, the FASB issued accounting guidance which amends previous accounting guidance on foreign currency matters. This amendment provides guidance on foreign currency translation adjustments when a parent entity ceases to have a controlling interest on a previously consolidated subsidiary or group of assets. The guidance is effective for fiscal years beginning on or after December 15, 2013. The Company does not believe the adoption of this guidance will have a material impact on the consolidated financial condition, results of operations, cash flows or financial disclosures. |