Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation and Summary of Significant Accounting Policies |
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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, 2014. |
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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, 2013 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, and contingent liabilities. While management believes that the carrying value of such assets and liabilities are appropriate as of September 30, 2014, and December 31, 2013, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. |
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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. 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 prepare real estate and water assets 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. Tangible water assets 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 using the straight-line method over the estimated useful lives of the improvements ranging from five to 15 years. |
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Real estate and tangible water assets are classified as held for sale when 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. |
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At September 30, 2014, and December 31, 2013, the Company had real estate of $31.1 million and $8.6 million, respectively, classified as held for sale. |
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The costs assigned to the various components of real estate and tangible water assets were as follows (in thousands): |
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| September 30, 2014 | | December 31, 2013 | | | | | | | | |
Real estate | $ | 291,446 | | | $ | 208,506 | | | | | | | | | |
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Tangible water assets | 45,761 | | | 45,702 | | | | | | | | | |
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| $ | 337,207 | | | $ | 254,208 | | | | | | | | | |
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Property, Plant and Equipment, Net: |
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Property, plant and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated lives of the assets. Buildings, plant and leasehold improvements are depreciated over the shorter of the useful life or lease term and range from 15 to 30 years, office furniture and fixtures are generally depreciated over seven years, equipment is depreciated over 10 to 20 years, and computer equipment is depreciated over three years. Maintenance and repairs are charged to expense as incurred, while significant improvements are capitalized. Gains or losses on the sale of property and equipment are included in other income. |
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Capitalized buildings and plant include all construction costs incurred to get the asset ready for its intended use, including interest. Construction in progress is stated at cost and not depreciated until the asset is placed in service. The majority of the carrying value of the Company’s property, plant and equipment is the canola processing plant and related equipment and includes the cost of engineering and design plans, machinery and equipment, mechanical and electrical work, certain legal and consulting fees, construction contractor fees, and interest on certain qualifying assets capitalized during the development period. |
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The Company reviews the carrying value of property, plant and equipment for impairment whenever events or conditions indicate that the carrying amount of the asset may not be recoverable. Such indicators may include, among others, deterioration in general economic conditions, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows or a trend of negative or declining cash flows over multiple periods. Impairment is triggered when the estimated future undiscounted cash flows, excluding interest charges, for the lowest level for which there is identifiable cash flows that are independent of the cash flows of other groups of assets do not exceed the carrying amount. If the events or circumstances indicate that the remaining balance may be impaired, such impairment will be measured based upon the difference between the carrying amount and the fair value of such assets determined using the estimated future discounted cash flows generated from the use and ultimate disposition of the respective asset. |
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Intangible Assets: |
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Intangible assets primarily include the costs of indefinite-lived intangible assets and are 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 in the fourth quarter, 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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The fair value of the intangible assets is calculated using discounted cash flow models that incorporate a wide range of assumptions including current asset pricing, price escalation, discount rates, absorption rates, timing of sales, and costs. These models are sensitive to minor changes in any of the input variables. |
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Goodwill: |
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The Company records goodwill that arises from business combinations. The balance is not amortized but is tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset may be impaired, by comparing the fair value of the asset to the carrying amount. Goodwill is reported within other assets in the accompanying condensed consolidated financial statements. |
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The balance of goodwill and changes for the period by reporting segment were as follows (in thousands): |
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| Agribusiness Segment | | Real Estate Segment | | Total | | | | |
Balance, January 1, 2014 | $ | 4,702 | | | | | $ | 4,702 | | | | | |
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Goodwill acquired during the period | | | $ | 4,993 | | | 4,993 | | | | | |
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Balance, September 30, 2014 | $ | 4,702 | | | $ | 4,993 | | | $ | 9,695 | | | | | |
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During the nine months ended September 30, 2014, the Company recorded goodwill as part of the acquisition of certain assets and liabilities of Citizens Homes, Inc. (“Citizens”). The acquisition was accounted for as a business combination with the acquired assets and assumed liabilities recorded at their preliminary estimated fair values. See Note 10, Acquisition of Citizens Homes, for additional information. |
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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, which are included in other assets in the condensed consolidated balance sheets. The Company had $9.5 million and $2.6 million of raw materials and $4.8 million and $5.3 million of finished goods at September 30, 2014 and December 31, 2013, respectively. |
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Derivative Instruments: |
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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 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 consolidated statements of operations and comprehensive income or loss. |
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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 condensed consolidated financial statements. In the condensed consolidated statement of operations and comprehensive income or loss, 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, is reported within shareholders’ equity. |
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At September 30, 2014, noncontrolling interest reported in the condensed consolidated financial statements includes the owners of 42.8% of UCP, Inc. (“UCP”). The noncontrolling interest related to UCP increased from 42.3% during the nine months ended September 30, 2014, due to the issuance of UCP Class A common stock related to vesting of restricted stock units (“RSU”) awarded in 2013. The Company’s consolidated noncontrolling interest also includes the results of operations allocated to the owners of the 12.3% interest in PICO Northstar, LLC (“Northstar”). |
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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 (generally one to four years) using the straight-line method. |
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At September 30, 2014, PICO had one stock-based payment arrangement outstanding. UCP also issues stock-based compensation under its own long term incentive plan that provides for equity-based awards, which upon vesting results in newly issued shares of UCP Class A common stock. |
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In May 2014, the PICO Holdings, Inc. 2005 Long Term Incentive Plan (the “2005 Plan”) was terminated and replaced by the PICO Holdings, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), which became effective upon shareholder approval at the Company’s 2014 Annual Meeting of Shareholders. At the time of its termination, the 2005 Plan provided for the issuance of up to 2.7 million shares of common stock through the issuance of incentive stock options, non-statutory stock options, free standing stock-settled stock appreciation rights (“SAR”), restricted stock awards (“RSA”), performance shares, performance units, restricted stock units (“RSU”), deferred compensation awards, and other stock-based awards to PICO employees, non-employee directors, and consultants. No further awards will be granted under the 2005 Plan. |
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The 2014 Plan provides for the issuance of up to 3.3 million shares of common stock, which includes 1 million shares of common stock initially authorized for issuance under the 2014 Plan, 218,000 shares of common stock previously available for issuance under the 2005 Plan that became part of the share reserve under the 2014 Plan upon termination of the 2005 Plan, and up to 2.1 million shares of common stock currently reserved for issuance upon the exercise of outstanding awards granted under the 2005 Plan that will become available for issuance under the 2014 Plan upon the termination or expiration of such awards. Similar to the 2005 Plan, the 2014 Plan provides for the issuance of incentive stock options, non-statutory stock options, SAR, RSA, performance shares, performance units, RSU, deferred compensation awards, and other stock-based awards to employees, directors and consultants of the Company (or any present or future parent or subsidiary corporation or other affiliated entity of the Company). The 2014 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 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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The Company recorded stock based compensation expense of $5.8 million and $3.8 million during the nine months ended September 30, 2014, and 2013, respectively. Of the $5.8 million in stock based compensation recorded during the nine months ended September 30, 2014, $3 million related to RSU and stock options for UCP common stock granted to the officers of UCP, of which, $1.5 million was allocated to noncontrolling interest. Of the $3.8 million in stock based compensation recorded during the nine months ended September 30, 2013, $935,000 related to RSU and stock options for UCP common stock granted to the officers of UCP, of which $395,000 was allocated to noncontrolling interest. |
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The Company recorded stock based compensation expense of $1.8 million and $1.9 million during the three months ended September 30, 2014, and 2013, respectively. Of the $1.8 million in stock compensation recorded during the three months ended September 30, 2014, $806,000 related to RSU and stock options for UCP common stock granted to the officers of UCP, of which, $292,000 was allocated to noncontrolling interest. Of the $1.9 million in stock based compensation recorded during the three months ended September 30, 2013, $935,000 related to RSU and stock options for UCP common stock granted to the officers of UCP, of which, $395,000 was allocated to noncontrolling interest. |
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Restricted Stock Units (RSU): |
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A summary of activity of PICO Holdings, Inc. common stock RSU is as follows: |
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| RSU | | Weighted-Average Grant Date | | | | | | | | |
Fair Value Per Share | | | | | | | | |
Outstanding at January 1, 2014 | 469,435 | | | $ | 30.43 | | | | | | | | | |
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Granted | 13,212 | | | $ | 22.7 | | | | | | | | | |
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Vested | (15,435 | ) | | $ | 22.67 | | | | | | | | | |
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Outstanding at September 30, 2014 | 467,212 | | | $ | 30.46 | | | | | | | | | |
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Unrecognized compensation cost (in thousands) | $ | 490 | | | | | | | | | | | |
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Stock-Settled Stock Appreciation Rights (SAR): |
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Upon exercise, a SAR entitles the recipient to receive a newly issued share of the Company’s common stock equal to the in-the-money value of the award, less applicable federal, state and local withholding and income taxes. SAR do not vote and are not entitled to receive dividends. Compensation expense for SAR was recognized ratably over the vesting period for each grant. |
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There were no unvested SAR, and therefore no compensation expense was recognized during the three and nine months ended September 30, 2014, and 2013. In addition, there were no SAR granted or exercised during the three and nine months ended September 30, 2014, or 2013. |
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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, 2014 | 1,616,625 | | | $ | 36.45 | | | 2.5 years | | | | | | | |
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Outstanding and exercisable at September 30, 2014 | 1,616,625 | | | $ | 36.45 | | | 1.7 years | | | | | | | |
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At September 30, 2014, none of the outstanding SAR were in-the-money. |
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Accumulated Other Comprehensive Income: |
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The components of accumulated other comprehensive income are as follows (in thousands): |
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| September 30, 2014 | | December 31, 2013 | | | | | | | | |
Net unrealized appreciation on available-for-sale investments | $ | 6,529 | | | $ | 6,866 | | | | | | | | | |
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Foreign currency translation | (6,389 | ) | | (6,634 | ) | | | | | | | | |
Accumulated other comprehensive income | $ | 140 | | | $ | 232 | | | | | | | | | |
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The unrealized appreciation on available-for-sale investments is net of a deferred income tax liability of $3.5 million at September 30, 2014, and $3.7 million at December 31, 2013. The foreign currency translation is net of a deferred income tax asset of $3.3 million at September 30, 2014, and $3.4 million at December 31, 2013. |
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The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2014 | | 2013 | | 2014 | | 2013 |
Beginning balance | $ | 660 | | | $ | (514 | ) | | $ | 232 | | | $ | (2,014 | ) |
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Unrealized gain (loss) on marketable securities, net of tax | (202 | ) | | 1,089 | | | 841 | | | 2,987 | |
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Amount reclassified and recognized in net income (loss), net of tax(1) | (565 | ) | | (226 | ) | | (1,178 | ) | | (581 | ) |
Accumulated foreign currency translation, net of tax | 247 | | | (64 | ) | | 245 | | | (107 | ) |
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Net change in other comprehensive income, net of tax | (520 | ) | | 799 | | | (92 | ) | | 2,299 | |
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Accumulated other comprehensive income | $ | 140 | | | $ | 285 | | | $ | 140 | | | $ | 285 | |
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(1)Amounts reclassified from unrealized gain on marketable securities are included in other income in the condensed consolidated statement of operations and comprehensive income or loss. |
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Deferred Compensation: |
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At September 30, 2014, and December 31, 2013, the Company had $24.2 million and $24.2 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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Compensation expense or recovery 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, 2014, was a recovery of $414,000 and expense of $600,000, respectively. Compensation expense of $589,000 and $1.5 million was recorded during the three and nine months ended September 30, 2013, respectively. |
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Revenue Recognition: |
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Sale of Real Estate and Water Assets: |
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Revenue recognition on the sale of real estate and water assets conforms with accounting literature related to the sale of real estate, and is recognized in full when there is a legally binding sale contract, the profit is determinable (the collectability of the sales price is reasonably assured, or any amount that will not be collectible can be estimated), the earnings process is virtually complete (the Company is not obligated to perform significant activities after the sale to earn the profit, meaning the Company has transferred all risks and rewards to the buyer), and the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property. If these conditions are not met, the Company records the cash received as deferred revenue until the conditions to recognize full profit are met. |
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Sale of Finished Homes: |
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Revenue from sales of finished homes is included in the sale of real estate and water assets in the accompanying condensed consolidated statement of operations and comprehensive income or loss and is recognized when the sale closes and title passes to the new homeowner, the new homeowners initial and continuing investment is adequate to demonstrate a commitment to pay for the home, the new homeowners receivable is not subject to future subordination and the Company does not have a substantial continuing involvement with the new home. |
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Sale of Canola Oil and Meal: |
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Sales of canola oil and meal are recognized when persuasive evidence of an arrangement exists, products are shipped, the price is fixed or determinable, the customer takes ownership and assumes risk of loss, and when collection is reasonably assured. Sales terms provide for passage of title at the time and point of shipping. Northstar has an agreement with Purina Animal Nutrition, LLC (“Purina”), which commits Purina to guarantee the sale of 100% of the canola oil and canola meal output from the Company’s canola seed crushing plant at market based prices for five years ending December 31, 2017, at which time the contract automatically renews for successive one year periods unless canceled by either party. |
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Cost of Canola Oil and Meal Sold: |
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Subsequent to the issuance of the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2013, the Company discovered that $4.2 million and $12.6 million, respectively, of labor and certain overhead costs related to the purchasing and production of inventory, including depreciation of plant and equipment and energy costs, which should have been presented within cost of canola oil and meal sold, were inappropriately presented as $2.1 million and $6.5 million within operating and other costs, and $2.1 million and $6.1 million as depreciation and amortization for the three and nine months ended September 30, 2013, respectively. For the three and nine months ended September 30, 2014, the expenses have been properly presented as costs of canola oil and meal sold in the condensed consolidated statements of operation and comprehensive income or loss for the current period, and the three and nine months ended September 30, 2013 presentation has been corrected. These errors did not affect consolidated shareholders’ equity, net income or loss on the condensed consolidated statements of operations and comprehensive income or loss, or consolidated cash flows and are not considered to be material to the Company’s previously issued condensed consolidated financial statements. |
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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 benefit of $179,000 and a provision of $3.6 million for the three months ended September 30, 2014, and 2013, respectively, and an income tax benefit of $535,000 and a provision of $2.7 million for the nine months ended September 30, 2014, and 2013, respectively. For each period presented, the effective rate differs from the statutory rate of 35% primarily due to recording a full valuation allowance on the Company’s net deferred tax assets, and during 2013, the reported provision was also impacted by a $3.8 million tax provision for the taxable temporary difference related to the Company’s investment in Mindjet which was not expected to reverse within a period that would allow it to be offset by existing deductible temporary differences. Consequently, the Company recorded a net deferred tax liability for such temporary difference, which is included in other liabilities at December 31, 2013 and September 30, 2014. |
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Recent Accounting Pronouncements: |
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In April 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance related to reporting of discontinued operations. The guidance changes the requirements for reporting a disposal of a component of an entity or a group of components and requires the disposed component or components to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The guidance also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. This guidance is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on the condensed consolidated financial statements. |
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In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2016 and early adoption is not permitted. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company is currently evaluating the effect this guidance will have on the condensed consolidated financial statements. |
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In August 2014, the FASB issued guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. The guidance will require management to assess the ability to continue as a going concern for each annual and interim reporting period, and to provide related footnote disclosure in circumstances in which substantial doubt exists. This guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter and early adoption is not permitted. The Company is currently evaluating the effect this guidance will have on the condensed consolidated financial statements. |
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In November 2014, the FASB issued guidance on certain classes of shares that include features that entitle the holders to preferences and rights over the other shareholders. The guidance clarifies how current accounting guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the guidance clarifies that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The guidance is effective fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The effects of initially adopting the guidance will be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. The Company is currently evaluating the effect this guidance will have on the condensed consolidated financial statements. |