Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'PICO HOLDINGS INC /NEW | ' |
Entity Central Index Key | '0000830122 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 22,772,800 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $56,149 | $138,039 |
Investments ($39,297 and $50,600 measured at fair value at September 30, 2014, and December 31, 2013, respectively) | 65,806 | 78,657 |
Real estate and tangible water assets, net of $10,679 and $10,019 of accumulated depreciation at September 30, 2014, and December 31, 2013, respectively | 337,207 | 254,208 |
Property, plant and equipment, net | 122,968 | 123,444 |
Intangible assets | 128,575 | 124,880 |
Other assets | 60,174 | 43,324 |
Total assets | 770,879 | 762,552 |
Liabilities and shareholders’ equity | ' | ' |
Debt | 147,895 | 136,767 |
Accounts payable, accrued expenses and other liabilities | 54,033 | 36,780 |
Deferred compensation | 24,215 | 24,160 |
Total liabilities | 226,143 | 197,707 |
Commitments and contingencies | ' | ' |
Common stock | 26 | 26 |
Additional paid-in capital | 549,780 | 546,307 |
Retained deficit | -38,428 | -17,083 |
Accumulated other comprehensive income | 140 | 232 |
Treasury stock, at cost (common shares: 3,063 at September 30, 2014 and 3,073 at December 31, 2013) | -56,370 | -56,593 |
Total PICO Holdings, Inc. shareholders’ equity | 455,148 | 472,889 |
Noncontrolling interest in subsidiaries | 89,588 | 91,956 |
Total shareholders’ equity | 544,736 | 564,845 |
Total liabilities and shareholders’ equity | $770,879 | $762,552 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Liabilities and shareholders’ equity | ' | ' |
Investments at fair value | $39,297 | $50,060 |
Accumulated depreciation on real estate and tangible water assets | $10,679 | $10,019 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 25,836,000 | 25,821,000 |
Common stock, shares outstanding (in shares) | 22,773,000 | 22,747,000 |
Treasury stock, common shares held (in shares) | 3,063,000 | 3,073,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME OR LOSS - UNAUDITED (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues and other income: | ' | ' | ' | ' |
Sale of real estate and water assets | $56,742 | $23,766 | $146,168 | $86,957 |
Sale of canola oil and meal | 41,144 | 55,306 | 124,963 | 139,775 |
Sale of software | ' | 4,402 | ' | 13,649 |
Other income | 3,869 | 23,312 | 9,380 | 28,419 |
Total revenues and other income | 101,755 | 106,786 | 280,511 | 268,800 |
Cost of sales: | ' | ' | ' | ' |
Cost of real estate and water assets sold | 46,604 | 18,060 | 119,260 | 64,331 |
Cost of canola oil and meal sold | 43,214 | 53,083 | 118,277 | 147,153 |
Cost of software sold | ' | 1,100 | ' | 3,033 |
Total cost of sales | 89,818 | 72,243 | 237,537 | 214,517 |
Expenses: | ' | ' | ' | ' |
Operating and other costs | 19,903 | 21,203 | 57,082 | 61,989 |
Impairment loss on real estate and water assets | ' | ' | 2,865 | 1,410 |
Interest | 1,313 | 1,886 | 4,193 | 5,304 |
Depreciation and amortization | 931 | 608 | 2,236 | 1,906 |
Total costs and expenses | 111,965 | 95,940 | 303,913 | 285,126 |
Income (loss) before income taxes and equity in loss of unconsolidated affiliates | -10,210 | 10,846 | -23,402 | -16,326 |
Provision (benefit) for federal, foreign, and state income taxes | -179 | 3,637 | -535 | 2,739 |
Equity in loss of unconsolidated affiliate | -410 | -89 | -1,569 | -89 |
Net income (loss) | -10,441 | 7,120 | -24,436 | -19,154 |
Net loss attributable to noncontrolling interests | 504 | 1,046 | 3,091 | 4,636 |
Net income (loss) attributable to PICO Holdings, Inc. | -9,937 | 8,166 | -21,345 | -14,518 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Net income (loss) | -10,441 | 7,120 | -24,436 | -19,154 |
Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments | -767 | 864 | -337 | 2,407 |
Foreign currency translation | 247 | -65 | 245 | -108 |
Total other comprehensive income (loss), net of tax | -520 | 799 | -92 | 2,299 |
Comprehensive income (loss) | -10,961 | 7,919 | -24,528 | -16,855 |
Comprehensive loss attributable to noncontrolling interests | 504 | 1,046 | 3,091 | 4,636 |
Comprehensive income (loss) attributable to PICO Holdings, Inc. | ($10,457) | $8,965 | ($21,437) | ($12,219) |
Net loss per common share – basic and diluted: | ' | ' | ' | ' |
Net income (loss) per common share - basic ($ per share) | ($0.44) | $0.36 | ($0.94) | ($0.64) |
Weighted average shares outstanding (number of shares) | 22,770 | 22,747 | 22,757 | 22,739 |
Net income (loss) per common share - diluted ($ per share) | ($0.44) | $0.36 | ($0.94) | ($0.64) |
Weighted average shares outstanding (number of shares) | 22,770 | 23,000 | 22,757 | 22,739 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - UNAUDITED (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest |
In Thousands, unless otherwise specified | |||||||
Beginning balance at Dec. 31, 2012 | $478,496 | $26 | $526,591 | $5,215 | ($2,014) | ($56,593) | $5,271 |
Beginning balance, treasury stock, shares at Dec. 31, 2012 | ' | ' | ' | ' | ' | 3,073 | ' |
Beginning balance, shares at Dec. 31, 2012 | ' | 25,807 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 3,789 | ' | 3,394 | ' | ' | ' | 395 |
Noncontrolling Interest, Change in Redemption Value | 107,321 | ' | 14,985 | ' | ' | ' | 92,336 |
Net income (loss) | -19,154 | ' | ' | -14,518 | ' | ' | -4,636 |
Unrealized appreciation on investments, net of deferred income tax and reclassification adjustments | 2,407 | ' | ' | ' | 2,407 | ' | ' |
Foreign currency translation | -108 | ' | ' | ' | -108 | ' | ' |
Ending balance at Sep. 30, 2013 | 572,751 | 26 | 544,970 | -9,303 | 285 | -56,593 | 93,366 |
Ending balance, treasury stock, shares at Sep. 30, 2013 | ' | ' | ' | ' | ' | 3,073 | ' |
Ending balance, shares at Sep. 30, 2013 | ' | 25,818 | ' | ' | ' | ' | ' |
Beginning balance at Dec. 31, 2013 | 564,845 | 26 | 546,307 | -17,083 | 232 | -56,593 | 91,956 |
Beginning balance, treasury stock, shares at Dec. 31, 2013 | 3,073 | ' | ' | ' | ' | 3,073 | ' |
Beginning balance, shares at Dec. 31, 2013 | 25,821 | 25,821 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 5,813 | ' | 4,273 | ' | ' | ' | 1,540 |
Sale of treasury stock (in shares) | ' | ' | ' | ' | ' | -10 | ' |
Sale of treasury stock | 223 | ' | ' | ' | ' | 223 | ' |
Exercise of restricted stock units, in shares | ' | 15 | ' | ' | ' | ' | ' |
Withholding taxes paid on vested restricted stock units at UCP, Inc. | -1,617 | ' | -800 | ' | ' | ' | -817 |
Net income (loss) | -24,436 | ' | ' | -21,345 | ' | ' | -3,091 |
Unrealized appreciation on investments, net of deferred income tax and reclassification adjustments | -337 | ' | ' | ' | -337 | ' | ' |
Foreign currency translation | 245 | ' | ' | ' | 245 | ' | ' |
Ending balance at Sep. 30, 2014 | $544,736 | $26 | $549,780 | ($38,428) | $140 | ($56,370) | $89,588 |
Ending balance, treasury stock, shares at Sep. 30, 2014 | 3,063 | ' | ' | ' | ' | 3,063 | ' |
Ending balance, shares at Sep. 30, 2014 | 25,836 | 25,836 | ' | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - UNAUDITED (Parenthetical) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Deferred income tax on unrealized gain on securities | $186 | $1,165 |
Reclassification adjustments netted against unrealized gain on securities | $1,813 | $893 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
OPERATING ACTIVITIES: | ' | ' |
Net cash used in operating activities | ($82,499) | ($50,932) |
Investing activities: | ' | ' |
Purchases of investments | -9,995 | -16,112 |
Proceeds from sale of investments | 21,954 | 20,282 |
Proceeds from maturity of investments | ' | 1,798 |
Purchases of property, plant and equipment | -7,174 | -4,345 |
Cash acquired (used) in the acquisition of consolidated subsidiaries | -14,006 | 174 |
Decrease in restricted cash | 25 | 2,460 |
Other investing activities, net | -1,785 | 14 |
Net cash provided by (used in) investing activities | -10,981 | 4,271 |
Financing activities: | ' | ' |
Proceeds from subsidiary stock offering, net | ' | 105,454 |
Repayment of debt | -75,218 | -50,955 |
Payment of withholding taxes on exercise of RSU | -1,619 | ' |
Proceeds from debt | 86,583 | 49,911 |
Proceeds from the sale of treasury stock | 223 | ' |
Net cash provided by financing activities | 9,969 | 104,410 |
Effect of exchange rate changes on cash | 1,621 | -189 |
Increase (decrease) in cash and cash equivalents | -81,890 | 57,560 |
Cash and cash equivalents beginning of the period | 138,039 | 100,115 |
Cash and cash equivalents end of the period | 56,149 | 157,675 |
Supplemental cash flow information: | ' | ' |
Payments (refunds) of federal, foreign, and state income taxes | -1,991 | 118 |
Interest paid, net of amounts capitalized | 3,604 | 4,124 |
Non-cash investing and financing activities: | ' | ' |
Issuance of common stock for vested restricted stock units | 4,349 | ' |
Mortgage incurred to purchase real estate | ' | 13,153 |
Increase in assets from business combination with Spigit | ' | 21,432 |
Cash paid for the acquisition of consolidated subsidiaries | -14,006 | ' |
Increase in liabilities from business combination with Spigit | ' | 20,377 |
Decrease in assets from disposition of Spigit | ' | 24,800 |
Decrease in liabilities from disposition of Spigit | ' | 18,900 |
Conversion of note receivable to common stock in Spigit | ' | $820 |
Basis_of_Presentation_and_Summ
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 | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
Real Estate and Tangible Water Assets: | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
The costs assigned to the various components of real estate and tangible water assets were as follows (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Real estate | $ | 291,446 | $ | 208,506 | ||||||||||||
Tangible water assets | 45,761 | 45,702 | ||||||||||||||
$ | 337,207 | $ | 254,208 | |||||||||||||
Property, Plant and Equipment, Net: | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
Intangible Assets: | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
Goodwill: | ||||||||||||||||
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. | ||||||||||||||||
The balance of goodwill and changes for the period by reporting segment were as follows (in thousands): | ||||||||||||||||
Agribusiness Segment | Real Estate Segment | Total | ||||||||||||||
Balance, January 1, 2014 | $ | 4,702 | $ | 4,702 | ||||||||||||
Goodwill acquired during the period | $ | 4,993 | 4,993 | |||||||||||||
Balance, September 30, 2014 | $ | 4,702 | $ | 4,993 | $ | 9,695 | ||||||||||
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. | ||||||||||||||||
Inventory: | ||||||||||||||||
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. | ||||||||||||||||
Derivative Instruments: | ||||||||||||||||
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. | ||||||||||||||||
Noncontrolling Interests: | ||||||||||||||||
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. | ||||||||||||||||
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”). | ||||||||||||||||
Stock-Based Compensation: | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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). | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
Restricted Stock Units (RSU): | ||||||||||||||||
A summary of activity of PICO Holdings, Inc. common stock RSU is as follows: | ||||||||||||||||
RSU | Weighted-Average Grant Date | |||||||||||||||
Fair Value Per Share | ||||||||||||||||
Outstanding at January 1, 2014 | 469,435 | $ | 30.43 | |||||||||||||
Granted | 13,212 | $ | 22.7 | |||||||||||||
Vested | (15,435 | ) | $ | 22.67 | ||||||||||||
Outstanding at September 30, 2014 | 467,212 | $ | 30.46 | |||||||||||||
Unrecognized compensation cost (in thousands) | $ | 490 | ||||||||||||||
Stock-Settled Stock Appreciation Rights (SAR): | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
A summary of SAR activity is as follows: | ||||||||||||||||
SAR | Weighted Average | Weighted Average | ||||||||||||||
Exercise Price | Contractual Term in Years | |||||||||||||||
Outstanding at January 1, 2014 | 1,616,625 | $ | 36.45 | 2.5 years | ||||||||||||
Outstanding and exercisable at September 30, 2014 | 1,616,625 | $ | 36.45 | 1.7 years | ||||||||||||
At September 30, 2014, none of the outstanding SAR were in-the-money. | ||||||||||||||||
Accumulated Other Comprehensive Income: | ||||||||||||||||
The components of accumulated other comprehensive income are as follows (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Net unrealized appreciation on available-for-sale investments | $ | 6,529 | $ | 6,866 | ||||||||||||
Foreign currency translation | (6,389 | ) | (6,634 | ) | ||||||||||||
Accumulated other comprehensive income | $ | 140 | $ | 232 | ||||||||||||
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. | ||||||||||||||||
The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Beginning balance | $ | 660 | $ | (514 | ) | $ | 232 | $ | (2,014 | ) | ||||||
Unrealized gain (loss) on marketable securities, net of tax | (202 | ) | 1,089 | 841 | 2,987 | |||||||||||
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 | ) | ||||||||||
Net change in other comprehensive income, net of tax | (520 | ) | 799 | (92 | ) | 2,299 | ||||||||||
Accumulated other comprehensive income | $ | 140 | $ | 285 | $ | 140 | $ | 285 | ||||||||
(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. | ||||||||||||||||
Deferred Compensation: | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
Revenue Recognition: | ||||||||||||||||
Sale of Real Estate and Water Assets: | ||||||||||||||||
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. | ||||||||||||||||
Sale of Finished Homes: | ||||||||||||||||
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. | ||||||||||||||||
Sale of Canola Oil and Meal: | ||||||||||||||||
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. | ||||||||||||||||
Cost of Canola Oil and Meal Sold: | ||||||||||||||||
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. | ||||||||||||||||
Accounting for Income Taxes: | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
Recent Accounting Pronouncements: | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. | ||||||||||||||||
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. |
Net_Income_or_Loss_Per_Share
Net Income or Loss Per Share | 9 Months Ended |
Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ' |
Net Income or Loss Per Share | ' |
Net Income or Loss Per Share | |
Basic earnings or loss per share is computed by dividing net earnings attributable to PICO Holdings, Inc. by the weighted average number of shares outstanding during the period. Diluted earnings or loss per share is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s stock-settled SAR and RSU are considered common stock equivalents for this purpose. The number of additional shares related to these common stock equivalents is calculated using the treasury stock method, if dilutive. | |
For the three and nine months ended September 30, 2014, and the nine months ended September 30, 2013, the Company’s stock-settled SAR and RSU were excluded from the diluted per share calculation because their effect on the loss per share was anti-dilutive. For the three months ended September 30, 2013, 253,000 outstanding RSU were included in the diluted per share calculation, however, the SAR were excluded because their effect on the loss per share was anti-dilutive. |
Investments
Investments | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
The following tables report the cost and carrying value of available-for-sale investments at September 30, 2014, and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, 2014 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,426 | $ | 222 | $ | (61 | ) | $ | 8,587 | |||||||
Marketable equity securities | 20,835 | 9,921 | (46 | ) | 30,710 | |||||||||||
Total | $ | 29,261 | $ | 10,143 | $ | (107 | ) | $ | 39,297 | |||||||
December 31, 2013 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,988 | $ | 213 | $ | (29 | ) | $ | 9,172 | |||||||
Marketable equity securities | 31,023 | 10,835 | (450 | ) | 41,408 | |||||||||||
Total | $ | 40,011 | $ | 11,048 | $ | (479 | ) | $ | 50,580 | |||||||
The following tables summarize the market value of those investments in an unrealized loss position for periods less than or greater than 12 months (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Less than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | $ | 3,088 | $ | 61 | ||||||||||||
Marketable equity securities | 2,015 | 26 | $ | 4,453 | $ | 254 | ||||||||||
Total | $ | 5,103 | $ | 87 | $ | 4,453 | $ | 254 | ||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Greater than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | $ | 5,744 | $ | 29 | ||||||||||||
Marketable equity securities | $ | 241 | $ | 20 | 2,368 | 196 | ||||||||||
Total | $ | 241 | $ | 20 | $ | 8,112 | $ | 225 | ||||||||
The amortized cost and carrying value of investments in debt securities, by contractual maturity, are shown below. Actual maturity dates may differ from contractual maturity dates because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Amortized | Carrying | Amortized | Carrying | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Due in one year or less | $ | 3,165 | $ | 3,356 | $ | 68 | $ | 68 | ||||||||
Due after one year through five years | 2,533 | 2,552 | 5,981 | 6,178 | ||||||||||||
Due after five years | 2,728 | 2,679 | 2,939 | 2,926 | ||||||||||||
$ | 8,426 | $ | 8,587 | $ | 8,988 | $ | 9,172 | |||||||||
Marketable Equity Securities | ||||||||||||||||
The Company’s investment in marketable equity securities was $30.7 million at September 30, 2014, and principally consisted of common stock of publicly traded small-capitalization companies in the U.S. and select foreign markets. At September 30, 2014, the Company reviewed its equity securities in an unrealized loss position and concluded certain of such securities were not other-than-temporarily impaired as the declines were not of sufficient duration and severity, and publicly-available financial information, collectively, did not indicate impairment. The primary cause of the loss on those securities was normal market volatility. The securities that were deemed other-than-temporarily impaired were recorded as an impairment loss in the period. No material impairment losses were recorded during the three and nine months ended September 30, 2014, and 2013. | ||||||||||||||||
Debt Securities | ||||||||||||||||
The Company owns corporate bonds and other debt securities, which are purchased based on the maturity and yield-to-maturity of the bond and an analysis of the fundamental characteristics of the issuer. At September 30, 2014, there were unrealized losses on certain bonds in the portfolio. The Company does not consider those bonds to be other-than-temporarily impaired because the Company expects to hold, and will not be required to sell, these particular bonds, and it expects to recover the entire amortized cost basis at maturity. There were no impairment losses recorded on debt securities during the three and nine months ended September 30, 2014, and 2013. | ||||||||||||||||
Other Investments | ||||||||||||||||
At September 30, 2014, the Company’s equity investment in Mindjet, Inc. (“Mindjet”) represented 28.6% of the voting interest, which was comprised of 15.1% from common shares and 13.5% from preferred shares. The Company accounts for the investment in common stock using the equity method of accounting, which resulted in a loss of $410,000 and $1.6 million for the three and nine months ended September 30, 2014, respectively, which is reported in the condensed consolidated statement of operations and comprehensive income or loss. The equity in loss of affiliate represents the Company’s ownership the common share vote and is 15.1% of Mindjet’s net loss for the three and nine months ended September 30, 2014. The investment in preferred stock is held at cost in the accompanying condensed consolidated balance sheet. | ||||||||||||||||
During the nine months ended September 30, 2014, the Company purchased $1.9 million of convertible debt of Mindjet, and deposited $761,000 in escrow for potential future purchases of the convertible debt conditioned on the operating results achieved by Mindjet. The debt security is reported in investments and the escrowed funds are reported in other assets at September 30, 2014. The debt is due in March 2015, bears interest at 10% per year, and will convert to additional common or preferred equity, or potentially cash equal to three times the face value of the debt depending on the nature and valuation of certain future transactions including an offering of Mindjet’s securities in a private or initial public offering, or sale of the company. | ||||||||||||||||
At September 30, 2014, the total carrying value of the Company’s debt and equity investment in Mindjet is $26.2 million and is subject to impairment testing at each reporting period, or more frequently if facts and circumstances indicate the investment may be impaired. Certain financial results reported during the nine months ended September 30, 2014 indicated the investment might be impaired; however, estimates of the value of the enterprise indicated that the investment balance would be recovered. Nonetheless, it is reasonably possible that given the volatile nature of software businesses that circumstances may change in the future which could require the Company to write down the investment to fair value. | ||||||||||||||||
During the three months ended September 30, 2014 the Company was notified by Mindjet that they were asserting a breach in the representations and warranty made by Spigit, Inc. (“Spigit”) in the September 10, 2013 merger agreement. As part of the notification, Mindjet made a claim against the Mindjet shares held by the former Spigit shareholders, including the Company. A partial settlement was reached by the parties in November 2014 and the Company expects final resolution in 2015. The partial settlement was not material to the Company and was paid in shares of Mindjet. The maximum damages to the Company for the remaining claim is estimated between zero and $1.2 million and any settlement would be paid by the Company in shares of Mindjet. The Company is unable to provide a more meaningful estimate due to the ongoing development of information important to resolving the matter. Consequently, the Company has not accrued any liability related to the claim. |
Disclosures_About_Fair_Value_o
Disclosures About Fair Value of Financial Instruments | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||
Disclosures About Fair Value of Financial Instruments | ' | |||||||||||||||||
Disclosures About Fair Value of Financial Instruments | ||||||||||||||||||
Recurring Fair Value Measurements | ||||||||||||||||||
The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis at September 30, 2014, and December 31, 2013, by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability. There were no material transfers from level 1 to level 2 during the nine months ended September 30, 2014 or the year ended December 31, 2013. | ||||||||||||||||||
At September 30, 2014 (in thousands): | ||||||||||||||||||
Assets | Quoted Prices In Active | Significant Other | Significant | Balance at September 30, 2014 | ||||||||||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 14,306 | $ | 16,405 | $ | 30,711 | ||||||||||||
Available-for-sale debt securities (1) | $ | 6,686 | $ | 1,901 | $ | 8,587 | ||||||||||||
Readily marketable inventory (2) | $ | 9,479 | $ | 4,792 | $ | 14,271 | ||||||||||||
Derivative instruments (3) | $ | 914 | $ | 1,816 | $ | 2,730 | ||||||||||||
Liabilities | ||||||||||||||||||
Derivative instruments (3) | $ | 687 | $ | 1,653 | $ | 2,340 | ||||||||||||
Contingent Consideration (4) | $ | 4,644 | $ | 4,644 | ||||||||||||||
At December 31, 2013 (in thousands): | ||||||||||||||||||
Assets | Quoted Prices In Active | Significant Other | Significant | Balance at December 31, 2013 | ||||||||||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 26,177 | $ | 15,231 | $ | 41,408 | ||||||||||||
Available-for-sale debt securities (1) | $ | 9,172 | $ | 9,172 | ||||||||||||||
Readily marketable inventory (2) | $ | 2,396 | $ | 5,292 | $ | 7,688 | ||||||||||||
Derivative instruments (3) | $ | 346 | $ | 2,108 | $ | 2,454 | ||||||||||||
Liabilities | ||||||||||||||||||
Derivative instruments (3) | $ | 436 | $ | 936 | $ | 1,372 | ||||||||||||
(1) Where there are quoted market prices that are readily available in an active market, securities are classified as Level 1 of the valuation hierarchy. Level 1 available-for-sale investments are valued using quoted market prices multiplied by the number of shares owned and debt securities are valued using a market quote in an active market. All Level 2 available-for-sale securities are one class because they all contain similar risks and are valued using market prices and include securities where the markets are not active, that is where there are few transactions, or the prices are not current or the prices vary considerably over time. Inputs include directly or indirectly observable inputs such as quoted prices. Level 3 available-for-sale securities would include securities where valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | ||||||||||||||||||
(2) Readily marketable inventory comprises commodity inventories that are reported at fair value based on commodity exchange quotations. Canola seed inventories are valued based on the quoted market price multiplied by the quantity of inventory and are classified as Level 1. Canola oil and meal inventories are classified as Level 2 because the inputs are directly observable, such as the quoted market price of the corresponding soybean commodity. | ||||||||||||||||||
(3) Included in this caption are three types of agricultural commodity derivative contracts: swaps, exchange traded futures, and forward commodity purchase and sale contracts. The exchange traded futures contracts are valued based on quoted prices in active markets multiplied by the number of contracts and are classified as Level 1. The swaps are classified as Level 2 because the inputs are directly observable, such as the quoted market prices for relevant commodity futures contracts. The swaps are valued based on the difference of the arithmetic average of the quoted market price of the relevant underlying multiplied by the notional quantities, and the arithmetic average of the prices specified in the instrument multiplied by the notional quantities. Forward commodity purchase and sale contracts classified as derivatives are valued using quantitative models that require the use of multiple inputs including quoted market prices and various other assumptions including time value. These contracts are categorized as Level 2 and are valued based on the difference between the quoted market price and the price in the contract multiplied by the undelivered notional quantity deliverable under the contract. | ||||||||||||||||||
(4) Included in this caption is the contingent consideration that the Company entered into as part of the acquisition of Citizens. The estimated fair value of the contingent consideration was estimated based on applying the income approach and a weighted probability of achievement of the performance milestones. The estimated fair value of the contingent consideration was calculated by using a Monte Carlo simulation model. The fair value of the contingent consideration was then estimated as the arithmetic average of all simulation paths. The model was based on forecast adjusted net income over the contingent consideration period. The measurement is based on significant inputs that are not observable in the market, which are defined as Level 3 inputs. | ||||||||||||||||||
Non-Recurring Fair Value Measurements | ||||||||||||||||||
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. | ||||||||||||||||||
The following tables set forth the Company’s non-financial assets that were measured at fair value on a non-recurring basis for the nine months ended September 30, 2014, and for the year ended December 31, 2013, by level within the fair value hierarchy. | ||||||||||||||||||
Nine Months Ended September 30, 2014 (in thousands): | ||||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs | Total Loss Recorded During the | ||||||||||||||
(Level 3) | Nine Months Ended September 30, 2014 | |||||||||||||||||
Real estate (1) | $ | 1,357 | $ | (2,865 | ) | |||||||||||||
(1) The Company had a non-recurring fair value measurement of real estate assets with a carrying value of $4.2 million that was written down to its estimated fair value of $1.4 million resulting in an impairment charge of $2.9 million, which was included in earnings for the nine months ended September 30, 2014. There was no impairment loss recorded for the three months ended September 30, 2014. The impairment was recorded based on the estimated sales price the Company expects to receive upon the sale of this real estate. The impairment loss relates to a property which is not part of UCP’s results of operations nor is it included in UCP’s inventory of lots. | ||||||||||||||||||
Year Ended December 31, 2013 (in thousands): | ||||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Gain (Loss) Recorded During the | ||||||||||||||
(Level 2) | (Level 3) | Year Ended December 31, 2013 | ||||||||||||||||
Intangible asset (exclusive right to use infrastructure and associated water credits) (1) | $ | 83,897 | $ | (993 | ) | |||||||||||||
Real estate (2) | $ | 3,674 | $ | (417 | ) | |||||||||||||
Investment in unconsolidated affiliate (3) | $ | 28,679 | $ | 21,181 | ||||||||||||||
(1) The Company had a non-recurring fair value measurement for an intangible asset with a carrying amount of $84.9 million that was written down to its estimated fair value of $83.9 million resulting in an impairment charge of $993,000, which was included in earnings for December 31, 2013. The implied fair value was calculated using a discounted cash flow model that incorporated a wide range of assumptions including current asset pricing, price escalation, discount rates, absorption rates, timing of sales, and costs. Given the decline in market prices for similar assets, increases in interest rates, and extended timing of expected absorptions, the Company adjusted its assumptions and judgments in the model from original projections. | ||||||||||||||||||
(2) The Company had a non-recurring fair value measurement of real estate assets 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 December 31, 2013. The impairment was recorded based on the estimated sales price the Company expects to receive upon the sale of this real estate. The impairment loss relates to a property which is not part of UCP’s results of operations nor is it included in UCP’s inventory of lots. | ||||||||||||||||||
(3) The Company had a non-recurring fair value measurement as a result of the merger transaction between Spigit and Mindjet. The transaction resulted in the deconsolidation of Spigit and the recording of the Company’s common and preferred stock investment in Mindjet at fair value on the date of the transaction. The transaction resulted in a gain of approximately $21.2 million before income taxes. The fair value of the investment in Mindjet was based on analysis of the financial and operational aspects of the company, including consideration of a discounted cash flow analysis which incorporated a contemporary forecast of the merged Mindjet/Spigit entity going forward. Also considered was a guideline public company analysis which compared business enterprise value-to-revenue ratios for comparable public companies to current revenue metrics for the company. Determination of the business enterprise value based on the foregoing was then considered in an analysis of the distribution of equity value to the various classes of equity held by PICO in order to reflect differences in value due to differing liquidation, dividend and voting rights. The fair value approach relied primarily on Level 3 unobservable inputs, whereby expected future cash flows were discounted using a rate that includes assumptions regarding an entity’s average cost of debt and equity, incorporated expected future cash flows based on internal business plans, and applied certain assumptions about risk and uncertainties. The estimates were based upon assumptions believed to be reasonable, but which by nature are uncertain and unpredictable. | ||||||||||||||||||
Estimated Fair Value of Financial Instruments Not Carried at Fair Value | ||||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The level within the fair value hierarchy in which the fair value measurements are classified include measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3). | ||||||||||||||||||
As of September 30, 2014 and December 31, 2013, the fair values of cash and cash equivalents, accounts payable and receivable approximated their carrying values because of the short-term nature of these assets or liabilities. The estimated fair value of the Company’s investments in unconsolidated affiliates approximated their carrying values. The estimated fair value of the Company's debt is based on cash flow models discounted at the then-current interest rates and an estimate of the then-current spread above those rates at which the Company could borrow, which are level 3 inputs in the fair value hierarchy. The estimated fair value of certain of the Company’s other investments, which included investments in preferred stock of private companies, cannot be reasonably estimated. | ||||||||||||||||||
The following table presents the carrying value and estimated fair value of the Company’s financial instruments which are not carried at fair value at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||||
Financial assets: | ||||||||||||||||||
Investments in unconsolidated affiliates held at cost | $ | 19,302 | $ | 19,302 | $ | 19,380 | $ | 19,380 | ||||||||||
Financial liabilities: | ||||||||||||||||||
Debt | $ | 147,895 | $ | 157,981 | $ | 136,767 | $ | 145,924 | ||||||||||
Derivatives Notional Amounts | ||||||||||||||||||
The following tables summarize the notional amount of open derivative positions at September 30, 2014, and December 31, 2013: | ||||||||||||||||||
September 30, 2014 | ||||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||||
Futures | ||||||||||||||||||
Agricultural Commodities | (64,749 | ) | 51,024 | Tons | ||||||||||||||
Natural Gas | 520,000 | MMBtus(2) | ||||||||||||||||
Forwards | (147,586 | ) | 55,208 | Tons | ||||||||||||||
December 31, 2013 | ||||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||||
Futures | ||||||||||||||||||
Agricultural Commodities | (23,038 | ) | 34,380 | Tons | ||||||||||||||
Natural Gas | 460,000 | MMBtus(2) | ||||||||||||||||
Forwards | (132,428 | ) | 30,367 | Tons | ||||||||||||||
Swaps | 75,000 | Tons | ||||||||||||||||
(1) Exchange and non-exchange traded futures, forwards, and swaps are presented on a gross (short) and long position basis. | ||||||||||||||||||
(2) Million Metric British Thermal Units. | ||||||||||||||||||
The gross derivative asset or liability is included within its respective other assets or liabilities account balance in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||
The table below summarizes the effect of derivative instruments on the condensed consolidated statements of operations and comprehensive income or loss (in thousands): | ||||||||||||||||||
Gain (Loss) Recognized in Income on Derivatives | ||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
Location | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
Futures | Cost of canola oil and meal sold | $ | 99 | $ | 5,592 | $ | 900 | $ | (2,458 | ) | ||||||||
Forwards | Cost of canola oil and meal sold | 488 | (49 | ) | (478 | ) | 329 | |||||||||||
Swaps | Cost of canola oil and meal sold | (61 | ) | 784 | (3,840 | ) | (353 | ) | ||||||||||
$ | 526 | $ | 6,327 | $ | (3,418 | ) | $ | (2,482 | ) | |||||||||
Futures(1) | Other income | $ | 1,397 | $ | 1,950 | |||||||||||||
(1) Represents derivative transactions classified as trading. |
Property_Plant_and_Equipment_N
Property, Plant and Equipment, Net (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||||||
Property, Plant and Equipment, Net | ' | |||||||||||||||
The major classifications of the Company’s property, plant and equipment are as follows (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Plant, equipment, buildings and leasehold improvements | $ | 134,385 | $ | 131,141 | ||||||||||||
Construction in progress | 4,928 | 2,072 | ||||||||||||||
Office furniture, fixtures and equipment | 7,752 | 6,862 | ||||||||||||||
147,065 | 140,075 | |||||||||||||||
Accumulated depreciation and amortization | (24,097 | ) | (16,631 | ) | ||||||||||||
Property, plant and equipment, net | $ | 122,968 | $ | 123,444 | ||||||||||||
Depreciation and amortization expense for the three and nine months ended September 30, 2014 and 2013 was as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total depreciation and amortization expense | $ | 2,999 | $ | 2,670 | $ | 8,430 | $ | 8,026 | ||||||||
Amount allocated to cost of canola oil and meal sold | (2,068 | ) | (2,062 | ) | (6,194 | ) | (6,120 | ) | ||||||||
Total reported depreciation and amortization | $ | 931 | $ | 608 | $ | 2,236 | $ | 1,906 | ||||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets | ' | |||||||
Intangible Assets | ||||||||
The Company owns the following intangible assets, which primarily represent indefinite-lived intangible water assets within its water resource and water storage operations segment (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Pipeline rights and water credits at Fish Springs Ranch | $ | 83,897 | $ | 83,897 | ||||
Pipeline rights and water rights at Carson-Lyon | 24,804 | 24,804 | ||||||
Other, net of accumulated amortization | 19,874 | 16,179 | ||||||
Total intangible assets | $ | 128,575 | $ | 124,880 | ||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
During the nine months ended September 30, 2014, the Company negotiated new values for the debt service coverage ratio covenant on its agribusiness loans such that the debt service coverage ratio at September 30, 2014, and at each quarter ending thereafter, will not be less than 1.25 to 1.00. However, at September 30, 2014, the Company breached the debt service coverage ratio primarily due to operating losses reported by Northstar and as a result, the debt is currently in default. The lenders have the option to declare all or any portion of the $88.5 million outstanding principal amounts due and payable and can also demand a deposit as cash collateral of 105% of the unused line of credit; however, to date, the lenders have not made any such declarations or demands. The Company is in discussions with the lenders to cure the default by December 31, 2014, and has no current plans to invest additional capital into the business as a result. | ||||||||
Certain real estate mortgage debts include provisions that require minimum loan-to-value ratios. During the term of the loan, the lender may require the Company to obtain a third-party written appraisal of the underlying real estate collateral. If the appraised fair value of the collateral securing the loan is below the specified minimum, the Company may be required to make principal payments in order to maintain the required loan-to-value ratios. As of September 30, 2014, the lenders have not requested, and the Company has not obtained, any such appraisals. | ||||||||
As of September 30, 2014, the Company had unused lines of credit of approximately $67.3 million in real estate operations and $17.7 million in agribusiness operations. | ||||||||
The following details the Company’s consolidated debt (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Agribusiness term loan: | ||||||||
4.75% payments through 2017 | $ | 79,058 | $ | 83,533 | ||||
Agribusiness working capital facility: | ||||||||
6% payments through 2017 | 9,350 | 4,750 | ||||||
Other agribusiness debt: | ||||||||
4.99% payments through 2018 | 135 | 159 | ||||||
Swiss debt: | ||||||||
3.7% payments through 2014 | 14,012 | |||||||
3.8% payments through 2014 | 3,363 | |||||||
Mortgage debt: | ||||||||
3.19% to 4.75% payments through 2016 | 49,614 | 17,307 | ||||||
5% to 5.5% payments due from 2014 - 2016 | 8,134 | 11,491 | ||||||
6% to 6.5% payments through 2036 | 548 | |||||||
10% payments through 2017 | 1,604 | 1,604 | ||||||
$ | 147,895 | $ | 136,767 | |||||
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
Segment Reporting | ||||||||||||||||
PICO is a diversified holding company engaged in the following operating and reportable segments: Water Resource and Water Storage Operations, Real Estate Operations, Agribusiness Operations, and Corporate. The Enterprise Software segment, which started and ended during 2013, will continue to be presented in historical periods as a segment. | ||||||||||||||||
The accounting policies of the reportable segments are the same as those described in the Company’s 2013 Annual Report on Form 10-K filed with the SEC, and in Note 1 Basis of Presentation and Summary of Significant Accounting Policies. | ||||||||||||||||
Management analyzes segments using the following information: | ||||||||||||||||
Segment assets (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Total assets: | ||||||||||||||||
Water resource and water storage operations | $ | 191,828 | $ | 193,105 | ||||||||||||
Real estate operations | 315,991 | 276,954 | ||||||||||||||
Agribusiness operations | 162,257 | 155,005 | ||||||||||||||
Corporate | 100,803 | 137,488 | ||||||||||||||
$ | 770,879 | $ | 762,552 | |||||||||||||
Segment revenues and income (loss) before taxes (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue and other income: | ||||||||||||||||
Water resource and water storage operations | $ | 1,087 | $ | 510 | $ | 1,464 | $ | 25,542 | ||||||||
Real estate operations | 55,794 | 23,712 | 145,212 | 63,641 | ||||||||||||
Agribusiness operations | 42,597 | 55,308 | 127,380 | 139,788 | ||||||||||||
Enterprise software | 4,402 | 13,649 | ||||||||||||||
Corporate | 2,277 | 22,854 | 6,455 | 26,180 | ||||||||||||
Total revenues and other income | $ | 101,755 | $ | 106,786 | $ | 280,511 | $ | 268,800 | ||||||||
Income (loss) before income taxes: | ||||||||||||||||
Water resource and water storage operations | $ | (1,131 | ) | $ | (1,799 | ) | $ | (4,965 | ) | $ | 737 | |||||
Real estate operations | (795 | ) | (231 | ) | (6,251 | ) | (2,701 | ) | ||||||||
Agribusiness operations | (5,221 | ) | (2,216 | ) | (4,962 | ) | (20,691 | ) | ||||||||
Enterprise software | (2,572 | ) | (5,281 | ) | ||||||||||||
Corporate | (3,063 | ) | 17,664 | (7,224 | ) | 11,610 | ||||||||||
Total income (loss) before income taxes | $ | (10,210 | ) | $ | 10,846 | $ | (23,402 | ) | $ | (16,326 | ) | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Neither PICO nor its subsidiaries are parties to any potentially material pending legal proceedings other than the following: | |
Fish Springs Ranch, LLC | |
In September 2007, the Company reached a $7.3 million financial settlement with the Pyramid Lake Paiute Tribe of Indians (the “Tribe”) relating to the exportation of water from the properties owned by Fish Springs Ranch, LLC. During the three months ended September 30, 2014, the settlement was ratified by the United States Congress and signed into law. The Company had previously paid $3.7 million to the Tribe and accrued $3.6 million for the balance owed. The Company paid the $3.6 million outstanding balance plus accrued interest during the fourth quarter of 2014 resolving the matter. | |
The Company is subject to various other litigation matters that arise in the ordinary course of its business. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against us may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of our potential liability. We regularly review contingencies to determine the adequacy of our accruals and related disclosures. The amount of ultimate loss may differ from these estimates, and it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. | |
Whether any losses finally determined in any claim, action, investigation, or proceeding could reasonably have a material effect on our business, financial condition, results of operations, or cash flows will depend on a number of variables, including: the timing and amount of such losses; the structure and type of any remedies; the significance of the impact any such losses, damages or remedies may have on our condensed consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. |
Acquisition_of_Citizens_Homes
Acquisition of Citizens Homes | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisition of Citizens Homes | ' | |||||||||||||||
Acquisition of Citizens Homes | ||||||||||||||||
On April 10, 2014, the Company completed the acquisition of the assets and liabilities of Citizens used in the purchase of real estate and the construction and marketing of residential homes in North Carolina, South Carolina and Tennessee, pursuant to a purchase and sale agreement, dated March 25, 2014 between UCP, LLC and Citizens. Accordingly, the results of Citizens are included in the Company’s consolidated financial statements from the date of the acquisition. For the three and nine months ended September 30, 2014, the revenues and net loss attributable to the assets acquired in the acquisition were $9.2 million and $204,000, and $19.4 million and $119,000, respectively. | ||||||||||||||||
The acquisition was accounted for as a business combination with the acquired assets, assumed liabilities, and contingent consideration recorded by the Company at their preliminary estimated fair values. The assets that the Company acquired primarily included real estate and various other assets. The acquisition date fair value of the consideration transferred totaled $18.7 million, which consisted of the following (in thousands): | ||||||||||||||||
Cash | $ | 14,006 | ||||||||||||||
Contingent consideration | 4,644 | |||||||||||||||
Total consideration | $ | 18,650 | ||||||||||||||
The contingent consideration arrangement requires the Company to pay up to a maximum of $6 million of additional consideration based upon achievement of various pre-tax net income performance milestones of the new business (“performance milestones”) over a five year period commencing on April 1, 2014. Payouts are to be made on an annual basis. The potential undiscounted amount of all future payments that the Company could be required to make under the contingent consideration arrangement is between zero and $6 million. The estimated fair value of the contingent consideration of $4.6 million was estimated based on applying the income approach and a weighted probability of achievement of the performance milestones. The estimated fair value of the contingent consideration was calculated by using a Monte Carlo simulation model. The fair value of the contingent consideration was then estimated as the arithmetic average of all simulation paths. The model was based on forecast adjusted net income over the contingent consideration period. | ||||||||||||||||
The measurement is based on significant inputs that are not observable in the market, which are defined as Level 3 inputs. Key assumptions include: (1) forecasted adjusted net income over the contingent consideration period, (2) risk-adjusted discount rate reflecting the risk inherent in the forecasted adjusted net income, (3) risk-free interest rates, (4) volatility of adjusted net income, and (5) UCP’s credit spread. The risk adjusted discount rate for adjusted net income was 15.7% plus the applicable risk-free rate resulting in a combined discount rate ranging from 15.8% to 17% over the contingent consideration period. The volatility rate of 28.2% and a credit spread of 3.11% were applied to forecast adjusted net income over the contingent consideration period. | ||||||||||||||||
The following table summarizes the calculation of the preliminary estimated fair value of the assets and liabilities assumed at the acquisition date (in thousands): | ||||||||||||||||
Assets Acquired | ||||||||||||||||
Real estate | $ | 13,832 | ||||||||||||||
Other assets | 1,433 | |||||||||||||||
15,265 | ||||||||||||||||
Less: Liabilities assumed | 1,608 | |||||||||||||||
Net assets acquired | 13,657 | |||||||||||||||
Goodwill | 4,993 | |||||||||||||||
Consideration transferred | $ | 18,650 | ||||||||||||||
The acquired assets and assumed liabilities were recorded by the Company at their estimated fair values, with certain limited exceptions. The Company determined the estimated fair values with the assistance of appraisals or valuations performed by independent third party specialists, discounted cash flow analysis, quoted market prices, where available, and estimates made by management. To the extent the consideration transferred exceeded the fair value of net assets acquired, such excess was assigned to goodwill. | ||||||||||||||||
The Company determined the fair value of real estate on a lot-by-lot basis primarily using a combination of market comparable land transactions, where available, and discounted cash flow models. These estimated cash flows are significantly impacted by estimates related to expected average home selling prices and sales incentives, expected sales paces and cancellation rates, expected land development and construction timelines, and anticipated land development, construction, and overhead costs. Such estimates must be made for each individual community and may vary significantly between communities. | ||||||||||||||||
The following table outlines the key assumptions used to determine the fair value of the real estate: | ||||||||||||||||
Real Estate: Methodology and Significant Input Assumptions | ||||||||||||||||
Method | Home comparable sales and discounted cash flow models | |||||||||||||||
Home comparable range of base price per square foot | $77- $118 per square foot | |||||||||||||||
Average discount rate applied | 15% | |||||||||||||||
Range of builder profit margin | 18-24% | |||||||||||||||
Builder profit margin applied | 20% | |||||||||||||||
As of the acquisition date, goodwill largely consisted of the expected economic value attributable to the assembled workforce of the acquired company as well as estimated economic value attributable to expected synergies resulting from the acquisition. The acquisition provides increased scale and presence in established markets with immediate revenue opportunities through an established backlog. Furthermore, the Company expects to achieve significant savings in corporate and divisional overhead costs as well as interest costs. Additional synergies are expected in the areas of purchasing leverage and integrating the best practices in operational effectiveness. | ||||||||||||||||
The Company has presented its preliminary estimates of the fair values of the assets acquired, liabilities assumed, and the contingent consideration transferred, in the acquisition as of September 30, 2014. The Company is in the process of finalizing its review and evaluation of the appraisal and related valuation assumptions supporting its fair value estimates for all of the assets acquired and liabilities assumed and, therefore, the estimates used herein are subject to change. This may result in adjustments to the values presented above for assets and liabilities and a corresponding adjustment to goodwill. As such, the Company has not completed the assignment of goodwill to reporting units or its determination of the amount of goodwill that is expected to be deductible for tax purposes at this time. | ||||||||||||||||
Transaction costs directly related to the acquisition totaled approximately $138,000 and $778,000 for the three and nine months ended September 30, 2014, respectively, which were expensed and included in the condensed consolidated statements of operations and comprehensive income (loss) within operating and other costs. There were no acquisition-related costs incurred during the three and nine months ended September 30, 2013. | ||||||||||||||||
Pro Forma Financial Information | ||||||||||||||||
The pro forma financial information in the table below summarizes the results of operations for the Company as though the acquisition was completed as of the beginning of fiscal year 2013. The pro forma financial information for all periods presented includes additional amortization charges from acquired intangible assets (certain of which are preliminary). The unaudited pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the Company may achieve as a result of the acquisition, the costs to integrate the operations of the assets acquired, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts. | ||||||||||||||||
The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2013, or indicative of the results that will be attained in the future (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||
Total revenues | $ | 110,966 | $ | 115,646 | $ | 310,547 | $ | 293,251 | ||||||||
Net income (loss) | $ | (10,294 | ) | $ | 6,976 | $ | (23,885 | ) | $ | (20,359 | ) | |||||
Net income (loss) per common share – basic: | $ | (0.45 | ) | $ | 0.31 | $ | (1.05 | ) | $ | (0.90 | ) | |||||
Net income (loss) per common share – diluted: | $ | (0.45 | ) | $ | 0.3 | $ | (1.05 | ) | $ | (0.90 | ) | |||||
Pro forma net income or loss for the three and nine months ended September 30, 2014, were adjusted to exclude approximately $138,000 and $778,000 of acquisition-related costs incurred in the three and nine months ended September 30, 2014, respectively. The pro forma net income or loss for three and nine months period ended September 30, 2013, were adjusted to include these acquisition-related costs. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On October 21, 2014, UCP completed a private offering of $75 million in 8.5% Senior Notes due 2017 (the “Notes”). The net proceeds to UCP from the offering were approximately $72.5 million, after paying the initial purchaser’s discount and other estimated offering expenses. The net proceeds to UCP from the offering will be used by UCP for general corporate purposes, including financing for the construction of homes, acquisition of entitled land, development of lots, and working capital. | |
The Notes were offered and sold by UCP only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction. Unless they are registered, the Notes may be offered and resold only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. | |
The Notes were issued under an Indenture, dated as of October 21, 2014 (the “Indenture”), by and among UCP, the guarantors named therein, and Wilmington Trust, National Association, as trustee. | |
Interest is payable at 8.5% per annum on the principal amount of the Notes, payable March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2014. Interest will accrue from October 21, 2014, and the first interest payment will be December 31, 2014. The Notes mature on October 21, 2017, unless redeemed or repurchased earlier. | |
The Notes are guaranteed on an unsecured senior basis by UCP and each of its subsidiaries (the “Subsidiary Guarantors”). The Notes and the guarantees will be UCP’s and the Subsidiary Guarantors’ senior unsecured obligations and will rank equally in right of payment with UCP’s and the Subsidiary Guarantors’ existing and future senior unsecured debt and senior in right of payment to UCP’s and the Subsidiary Guarantors’ future subordinated debt. The Notes and the guarantees will be effectively subordinated to any of UCP’s and the Subsidiary Guarantors’ existing and future secured debt, to the extent of the value of the assets securing such debt. | |
UCP may redeem the Notes, in whole but not in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest, plus a “make-whole” premium. Upon the occurrence of a change of control of UCP, UCP must offer to repurchase the Notes for cash at a price equal to 101% of the principal amount repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. Under the Indenture, a “change of control” of UCP generally means (i) any person or group of related persons acquires more than 35% of the voting stock of UCP or (ii) UCP transfers all or substantially all of its consolidated assets to any person or group of related persons, in each case other than PICO and its affiliates. | |
The Indenture provides for customary “events of default” involving UCP which could cause, or permit, the acceleration of the Notes. Such events include (i) a default by UCP in any payment of principal or interest; (ii) failure of UCP to comply with certain covenants contained in the Indenture; (iii) defaults by UCP in failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity; (iv) the failure of UCP to pay certain final judgments; and (vi) certain events of bankruptcy or insolvency involving UCP. | |
The Indenture limits UCP’s and its subsidiaries’ ability to, among other things, incur or guarantee additional unsecured and secured indebtedness (provided that UCP may incur indebtedness so long as UCP's ratio of indebtedness to consolidated tangible assets (on a pro forma basis) would be equal to or less than 45% and provided that the aggregate amount of secured debt may not exceed the greater of $75 million or 30% of UCP’s consolidated tangible assets); pay dividends and make certain investments and other restricted payments; acquire unimproved real property in excess of $75 million per fiscal year or in excess of $150 million over the term of the Notes, except to the extent funded with subordinated obligations or the proceeds of equity issuances; create or incur certain liens; transfer or sell certain assets; and merge or consolidate with other companies or transfer or sell all or substantially all of its consolidated assets. Additionally, the Indenture requires UCP to maintain at least $50 million of consolidated tangible assets not subject to liens securing indebtedness; maintain a minimum net worth of $175 million; maintain a minimum of $15 million of unrestricted cash and/or cash equivalents; and not permit decreases in the amount of consolidated tangible assets by more than $25 million in any fiscal year or more than $50 million at any time after the issuance of the Notes. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
New Accounting Pronouncements, Policy | ' |
Recent Accounting Pronouncements: | |
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. | |
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. | |
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. | |
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. |
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Components of Real Estate and Water Assets | ' | |||||||||||||||
The costs assigned to the various components of real estate and tangible water assets were as follows (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Real estate | $ | 291,446 | $ | 208,506 | ||||||||||||
Tangible water assets | 45,761 | 45,702 | ||||||||||||||
$ | 337,207 | $ | 254,208 | |||||||||||||
Summary of RSU and RSA Activity | ' | |||||||||||||||
A summary of activity of PICO Holdings, Inc. common stock RSU is as follows: | ||||||||||||||||
RSU | Weighted-Average Grant Date | |||||||||||||||
Fair Value Per Share | ||||||||||||||||
Outstanding at January 1, 2014 | 469,435 | $ | 30.43 | |||||||||||||
Granted | 13,212 | $ | 22.7 | |||||||||||||
Vested | (15,435 | ) | $ | 22.67 | ||||||||||||
Outstanding at September 30, 2014 | 467,212 | $ | 30.46 | |||||||||||||
Unrecognized compensation cost (in thousands) | $ | 490 | ||||||||||||||
Summary of SAR Activity | ' | |||||||||||||||
A summary of SAR activity is as follows: | ||||||||||||||||
SAR | Weighted Average | Weighted Average | ||||||||||||||
Exercise Price | Contractual Term in Years | |||||||||||||||
Outstanding at January 1, 2014 | 1,616,625 | $ | 36.45 | 2.5 years | ||||||||||||
Outstanding and exercisable at September 30, 2014 | 1,616,625 | $ | 36.45 | 1.7 years | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||||||
The components of accumulated other comprehensive income are as follows (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Net unrealized appreciation on available-for-sale investments | $ | 6,529 | $ | 6,866 | ||||||||||||
Foreign currency translation | (6,389 | ) | (6,634 | ) | ||||||||||||
Accumulated other comprehensive income | $ | 140 | $ | 232 | ||||||||||||
The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Beginning balance | $ | 660 | $ | (514 | ) | $ | 232 | $ | (2,014 | ) | ||||||
Unrealized gain (loss) on marketable securities, net of tax | (202 | ) | 1,089 | 841 | 2,987 | |||||||||||
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 | ) | ||||||||||
Net change in other comprehensive income, net of tax | (520 | ) | 799 | (92 | ) | 2,299 | ||||||||||
Accumulated other comprehensive income | $ | 140 | $ | 285 | $ | 140 | $ | 285 | ||||||||
(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. | ||||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||
The balance of goodwill and changes for the period by reporting segment were as follows (in thousands): | ||||||||||||||||
Agribusiness Segment | Real Estate Segment | Total | ||||||||||||||
Balance, January 1, 2014 | $ | 4,702 | $ | 4,702 | ||||||||||||
Goodwill acquired during the period | $ | 4,993 | 4,993 | |||||||||||||
Balance, September 30, 2014 | $ | 4,702 | $ | 4,993 | $ | 9,695 | ||||||||||
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||
Available-for-sale Securities | ' | |||||||||||||||
The following tables report the cost and carrying value of available-for-sale investments at September 30, 2014, and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, 2014 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,426 | $ | 222 | $ | (61 | ) | $ | 8,587 | |||||||
Marketable equity securities | 20,835 | 9,921 | (46 | ) | 30,710 | |||||||||||
Total | $ | 29,261 | $ | 10,143 | $ | (107 | ) | $ | 39,297 | |||||||
December 31, 2013 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,988 | $ | 213 | $ | (29 | ) | $ | 9,172 | |||||||
Marketable equity securities | 31,023 | 10,835 | (450 | ) | 41,408 | |||||||||||
Total | $ | 40,011 | $ | 11,048 | $ | (479 | ) | $ | 50,580 | |||||||
Schedule of Unrealized Loss on Investments | ' | |||||||||||||||
The following tables summarize the market value of those investments in an unrealized loss position for periods less than or greater than 12 months (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Less than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | $ | 3,088 | $ | 61 | ||||||||||||
Marketable equity securities | 2,015 | 26 | $ | 4,453 | $ | 254 | ||||||||||
Total | $ | 5,103 | $ | 87 | $ | 4,453 | $ | 254 | ||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Greater than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | $ | 5,744 | $ | 29 | ||||||||||||
Marketable equity securities | $ | 241 | $ | 20 | 2,368 | 196 | ||||||||||
Total | $ | 241 | $ | 20 | $ | 8,112 | $ | 225 | ||||||||
Investments Classified by Contractual Maturity Date [Table Text Block] | ' | |||||||||||||||
Actual maturity dates may differ from contractual maturity dates because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Amortized | Carrying | Amortized | Carrying | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Due in one year or less | $ | 3,165 | $ | 3,356 | $ | 68 | $ | 68 | ||||||||
Due after one year through five years | 2,533 | 2,552 | 5,981 | 6,178 | ||||||||||||
Due after five years | 2,728 | 2,679 | 2,939 | 2,926 | ||||||||||||
$ | 8,426 | $ | 8,587 | $ | 8,988 | $ | 9,172 | |||||||||
Disclosures_About_Fair_Value_o1
Disclosures About Fair Value of Financial Instruments (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||||
At September 30, 2014 (in thousands): | ||||||||||||||||||
Assets | Quoted Prices In Active | Significant Other | Significant | Balance at September 30, 2014 | ||||||||||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 14,306 | $ | 16,405 | $ | 30,711 | ||||||||||||
Available-for-sale debt securities (1) | $ | 6,686 | $ | 1,901 | $ | 8,587 | ||||||||||||
Readily marketable inventory (2) | $ | 9,479 | $ | 4,792 | $ | 14,271 | ||||||||||||
Derivative instruments (3) | $ | 914 | $ | 1,816 | $ | 2,730 | ||||||||||||
Liabilities | ||||||||||||||||||
Derivative instruments (3) | $ | 687 | $ | 1,653 | $ | 2,340 | ||||||||||||
Contingent Consideration (4) | $ | 4,644 | $ | 4,644 | ||||||||||||||
At December 31, 2013 (in thousands): | ||||||||||||||||||
Assets | Quoted Prices In Active | Significant Other | Significant | Balance at December 31, 2013 | ||||||||||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 26,177 | $ | 15,231 | $ | 41,408 | ||||||||||||
Available-for-sale debt securities (1) | $ | 9,172 | $ | 9,172 | ||||||||||||||
Readily marketable inventory (2) | $ | 2,396 | $ | 5,292 | $ | 7,688 | ||||||||||||
Derivative instruments (3) | $ | 346 | $ | 2,108 | $ | 2,454 | ||||||||||||
Liabilities | ||||||||||||||||||
Derivative instruments (3) | $ | 436 | $ | 936 | $ | 1,372 | ||||||||||||
(1) Where there are quoted market prices that are readily available in an active market, securities are classified as Level 1 of the valuation hierarchy. Level 1 available-for-sale investments are valued using quoted market prices multiplied by the number of shares owned and debt securities are valued using a market quote in an active market. All Level 2 available-for-sale securities are one class because they all contain similar risks and are valued using market prices and include securities where the markets are not active, that is where there are few transactions, or the prices are not current or the prices vary considerably over time. Inputs include directly or indirectly observable inputs such as quoted prices. Level 3 available-for-sale securities would include securities where valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | ||||||||||||||||||
(2) Readily marketable inventory comprises commodity inventories that are reported at fair value based on commodity exchange quotations. Canola seed inventories are valued based on the quoted market price multiplied by the quantity of inventory and are classified as Level 1. Canola oil and meal inventories are classified as Level 2 because the inputs are directly observable, such as the quoted market price of the corresponding soybean commodity. | ||||||||||||||||||
(3) Included in this caption are three types of agricultural commodity derivative contracts: swaps, exchange traded futures, and forward commodity purchase and sale contracts. The exchange traded futures contracts are valued based on quoted prices in active markets multiplied by the number of contracts and are classified as Level 1. The swaps are classified as Level 2 because the inputs are directly observable, such as the quoted market prices for relevant commodity futures contracts. The swaps are valued based on the difference of the arithmetic average of the quoted market price of the relevant underlying multiplied by the notional quantities, and the arithmetic average of the prices specified in the instrument multiplied by the notional quantities. Forward commodity purchase and sale contracts classified as derivatives are valued using quantitative models that require the use of multiple inputs including quoted market prices and various other assumptions including time value. These contracts are categorized as Level 2 and are valued based on the difference between the quoted market price and the price in the contract multiplied by the undelivered notional quantity deliverable under the contract. | ||||||||||||||||||
(4) Included in this caption is the contingent consideration that the Company entered into as part of the acquisition of Citizens. The estimated fair value of the contingent consideration was estimated based on applying the income approach and a weighted probability of achievement of the performance milestones. The estimated fair value of the contingent consideration was calculated by using a Monte Carlo simulation model. The fair value of the contingent consideration was then estimated as the arithmetic average of all simulation paths. The model was based on forecast adjusted net income over the contingent consideration period. The measurement is based on significant inputs that are not observable in the market, which are defined as Level 3 inputs. | ||||||||||||||||||
Fair Value Measurements on a Non-Recurring Basis | ' | |||||||||||||||||
The following tables set forth the Company’s non-financial assets that were measured at fair value on a non-recurring basis for the nine months ended September 30, 2014, and for the year ended December 31, 2013, by level within the fair value hierarchy. | ||||||||||||||||||
Nine Months Ended September 30, 2014 (in thousands): | ||||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs | Total Loss Recorded During the | ||||||||||||||
(Level 3) | Nine Months Ended September 30, 2014 | |||||||||||||||||
Real estate (1) | $ | 1,357 | $ | (2,865 | ) | |||||||||||||
(1) The Company had a non-recurring fair value measurement of real estate assets with a carrying value of $4.2 million that was written down to its estimated fair value of $1.4 million resulting in an impairment charge of $2.9 million, which was included in earnings for the nine months ended September 30, 2014. There was no impairment loss recorded for the three months ended September 30, 2014. The impairment was recorded based on the estimated sales price the Company expects to receive upon the sale of this real estate. The impairment loss relates to a property which is not part of UCP’s results of operations nor is it included in UCP’s inventory of lots. | ||||||||||||||||||
Year Ended December 31, 2013 (in thousands): | ||||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Gain (Loss) Recorded During the | ||||||||||||||
(Level 2) | (Level 3) | Year Ended December 31, 2013 | ||||||||||||||||
Intangible asset (exclusive right to use infrastructure and associated water credits) (1) | $ | 83,897 | $ | (993 | ) | |||||||||||||
Real estate (2) | $ | 3,674 | $ | (417 | ) | |||||||||||||
Investment in unconsolidated affiliate (3) | $ | 28,679 | $ | 21,181 | ||||||||||||||
(1) The Company had a non-recurring fair value measurement for an intangible asset with a carrying amount of $84.9 million that was written down to its estimated fair value of $83.9 million resulting in an impairment charge of $993,000, which was included in earnings for December 31, 2013. The implied fair value was calculated using a discounted cash flow model that incorporated a wide range of assumptions including current asset pricing, price escalation, discount rates, absorption rates, timing of sales, and costs. Given the decline in market prices for similar assets, increases in interest rates, and extended timing of expected absorptions, the Company adjusted its assumptions and judgments in the model from original projections. | ||||||||||||||||||
(2) The Company had a non-recurring fair value measurement of real estate assets 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 December 31, 2013. The impairment was recorded based on the estimated sales price the Company expects to receive upon the sale of this real estate. The impairment loss relates to a property which is not part of UCP’s results of operations nor is it included in UCP’s inventory of lots. | ||||||||||||||||||
(3) The Company had a non-recurring fair value measurement as a result of the merger transaction between Spigit and Mindjet. The transaction resulted in the deconsolidation of Spigit and the recording of the Company’s common and preferred stock investment in Mindjet at fair value on the date of the transaction. The transaction resulted in a gain of approximately $21.2 million before income taxes. The fair value of the investment in Mindjet was based on analysis of the financial and operational aspects of the company, including consideration of a discounted cash flow analysis which incorporated a contemporary forecast of the merged Mindjet/Spigit entity going forward. Also considered was a guideline public company analysis which compared business enterprise value-to-revenue ratios for comparable public companies to current revenue metrics for the company. Determination of the business enterprise value based on the foregoing was then considered in an analysis of the distribution of equity value to the various classes of equity held by PICO in order to reflect differences in value due to differing liquidation, dividend and voting rights. The fair value approach relied primarily on Level 3 unobservable inputs, whereby expected future cash flows were discounted using a rate that includes assumptions regarding an entity’s average cost of debt and equity, incorporated expected future cash flows based on internal business plans, and applied certain assumptions about risk and uncertainties. The estimates were based upon assumptions believed to be reasonable, but which by nature are uncertain and unpredictable. | ||||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||||
The following table presents the carrying value and estimated fair value of the Company’s financial instruments which are not carried at fair value at September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||||
Financial assets: | ||||||||||||||||||
Investments in unconsolidated affiliates held at cost | $ | 19,302 | $ | 19,302 | $ | 19,380 | $ | 19,380 | ||||||||||
Financial liabilities: | ||||||||||||||||||
Debt | $ | 147,895 | $ | 157,981 | $ | 136,767 | $ | 145,924 | ||||||||||
Notional Amounts of Open Derivative Positions | ' | |||||||||||||||||
The following tables summarize the notional amount of open derivative positions at September 30, 2014, and December 31, 2013: | ||||||||||||||||||
September 30, 2014 | ||||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||||
Futures | ||||||||||||||||||
Agricultural Commodities | (64,749 | ) | 51,024 | Tons | ||||||||||||||
Natural Gas | 520,000 | MMBtus(2) | ||||||||||||||||
Forwards | (147,586 | ) | 55,208 | Tons | ||||||||||||||
December 31, 2013 | ||||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||||
Futures | ||||||||||||||||||
Agricultural Commodities | (23,038 | ) | 34,380 | Tons | ||||||||||||||
Natural Gas | 460,000 | MMBtus(2) | ||||||||||||||||
Forwards | (132,428 | ) | 30,367 | Tons | ||||||||||||||
Swaps | 75,000 | Tons | ||||||||||||||||
(1) Exchange and non-exchange traded futures, forwards, and swaps are presented on a gross (short) and long position basis. | ||||||||||||||||||
(2) Million Metric British Thermal Units. | ||||||||||||||||||
Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income or Loss | ' | |||||||||||||||||
The table below summarizes the effect of derivative instruments on the condensed consolidated statements of operations and comprehensive income or loss (in thousands): | ||||||||||||||||||
Gain (Loss) Recognized in Income on Derivatives | ||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
Location | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
Futures | Cost of canola oil and meal sold | $ | 99 | $ | 5,592 | $ | 900 | $ | (2,458 | ) | ||||||||
Forwards | Cost of canola oil and meal sold | 488 | (49 | ) | (478 | ) | 329 | |||||||||||
Swaps | Cost of canola oil and meal sold | (61 | ) | 784 | (3,840 | ) | (353 | ) | ||||||||||
$ | 526 | $ | 6,327 | $ | (3,418 | ) | $ | (2,482 | ) | |||||||||
Futures(1) | Other income | $ | 1,397 | $ | 1,950 | |||||||||||||
(1) Represents derivative transactions classified as trading. |
Property_Plant_and_Equipment_N1
Property, Plant and Equipment, Net (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||||||
Property, Plant and Equipment | ' | |||||||||||||||
The major classifications of the Company’s property, plant and equipment are as follows (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Plant, equipment, buildings and leasehold improvements | $ | 134,385 | $ | 131,141 | ||||||||||||
Construction in progress | 4,928 | 2,072 | ||||||||||||||
Office furniture, fixtures and equipment | 7,752 | 6,862 | ||||||||||||||
147,065 | 140,075 | |||||||||||||||
Accumulated depreciation and amortization | (24,097 | ) | (16,631 | ) | ||||||||||||
Property, plant and equipment, net | $ | 122,968 | $ | 123,444 | ||||||||||||
Depreciation and amortization expense for the three and nine months ended September 30, 2014 and 2013 was as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total depreciation and amortization expense | $ | 2,999 | $ | 2,670 | $ | 8,430 | $ | 8,026 | ||||||||
Amount allocated to cost of canola oil and meal sold | (2,068 | ) | (2,062 | ) | (6,194 | ) | (6,120 | ) | ||||||||
Total reported depreciation and amortization | $ | 931 | $ | 608 | $ | 2,236 | $ | 1,906 | ||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Indefinite-Lived Intangible Assets | ' | |||||||
The Company owns the following intangible assets, which primarily represent indefinite-lived intangible water assets within its water resource and water storage operations segment (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Pipeline rights and water credits at Fish Springs Ranch | $ | 83,897 | $ | 83,897 | ||||
Pipeline rights and water rights at Carson-Lyon | 24,804 | 24,804 | ||||||
Other, net of accumulated amortization | 19,874 | 16,179 | ||||||
Total intangible assets | $ | 128,575 | $ | 124,880 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Company's Consolidated Debt | ' | |||||||
The following details the Company’s consolidated debt (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Agribusiness term loan: | ||||||||
4.75% payments through 2017 | $ | 79,058 | $ | 83,533 | ||||
Agribusiness working capital facility: | ||||||||
6% payments through 2017 | 9,350 | 4,750 | ||||||
Other agribusiness debt: | ||||||||
4.99% payments through 2018 | 135 | 159 | ||||||
Swiss debt: | ||||||||
3.7% payments through 2014 | 14,012 | |||||||
3.8% payments through 2014 | 3,363 | |||||||
Mortgage debt: | ||||||||
3.19% to 4.75% payments through 2016 | 49,614 | 17,307 | ||||||
5% to 5.5% payments due from 2014 - 2016 | 8,134 | 11,491 | ||||||
6% to 6.5% payments through 2036 | 548 | |||||||
10% payments through 2017 | 1,604 | 1,604 | ||||||
$ | 147,895 | $ | 136,767 | |||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Reconciliation of Assets from Segment to Consolidated | ' | |||||||||||||||
Management analyzes segments using the following information: | ||||||||||||||||
Segment assets (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Total assets: | ||||||||||||||||
Water resource and water storage operations | $ | 191,828 | $ | 193,105 | ||||||||||||
Real estate operations | 315,991 | 276,954 | ||||||||||||||
Agribusiness operations | 162,257 | 155,005 | ||||||||||||||
Corporate | 100,803 | 137,488 | ||||||||||||||
$ | 770,879 | $ | 762,552 | |||||||||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | ' | |||||||||||||||
Segment revenues and income (loss) before taxes (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue and other income: | ||||||||||||||||
Water resource and water storage operations | $ | 1,087 | $ | 510 | $ | 1,464 | $ | 25,542 | ||||||||
Real estate operations | 55,794 | 23,712 | 145,212 | 63,641 | ||||||||||||
Agribusiness operations | 42,597 | 55,308 | 127,380 | 139,788 | ||||||||||||
Enterprise software | 4,402 | 13,649 | ||||||||||||||
Corporate | 2,277 | 22,854 | 6,455 | 26,180 | ||||||||||||
Total revenues and other income | $ | 101,755 | $ | 106,786 | $ | 280,511 | $ | 268,800 | ||||||||
Income (loss) before income taxes: | ||||||||||||||||
Water resource and water storage operations | $ | (1,131 | ) | $ | (1,799 | ) | $ | (4,965 | ) | $ | 737 | |||||
Real estate operations | (795 | ) | (231 | ) | (6,251 | ) | (2,701 | ) | ||||||||
Agribusiness operations | (5,221 | ) | (2,216 | ) | (4,962 | ) | (20,691 | ) | ||||||||
Enterprise software | (2,572 | ) | (5,281 | ) | ||||||||||||
Corporate | (3,063 | ) | 17,664 | (7,224 | ) | 11,610 | ||||||||||
Total income (loss) before income taxes | $ | (10,210 | ) | $ | 10,846 | $ | (23,402 | ) | $ | (16,326 | ) | |||||
Acquisition_of_Citizens_Homes_
Acquisition of Citizens Homes (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||||||||||
The following table summarizes the calculation of the preliminary estimated fair value of the assets and liabilities assumed at the acquisition date (in thousands): | ||||||||||||||||
Assets Acquired | ||||||||||||||||
Real estate | $ | 13,832 | ||||||||||||||
Other assets | 1,433 | |||||||||||||||
15,265 | ||||||||||||||||
Less: Liabilities assumed | 1,608 | |||||||||||||||
Net assets acquired | 13,657 | |||||||||||||||
Goodwill | 4,993 | |||||||||||||||
Consideration transferred | $ | 18,650 | ||||||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | ' | |||||||||||||||
The acquisition date fair value of the consideration transferred totaled $18.7 million, which consisted of the following (in thousands): | ||||||||||||||||
Cash | $ | 14,006 | ||||||||||||||
Contingent consideration | 4,644 | |||||||||||||||
Total consideration | $ | 18,650 | ||||||||||||||
Fair Value Inputs, Assets, Quantitative Information | ' | |||||||||||||||
The following table outlines the key assumptions used to determine the fair value of the real estate: | ||||||||||||||||
Real Estate: Methodology and Significant Input Assumptions | ||||||||||||||||
Method | Home comparable sales and discounted cash flow models | |||||||||||||||
Home comparable range of base price per square foot | $77- $118 per square foot | |||||||||||||||
Average discount rate applied | 15% | |||||||||||||||
Range of builder profit margin | 18-24% | |||||||||||||||
Builder profit margin applied | 20% | |||||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||
The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2013, or indicative of the results that will be attained in the future (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||
Total revenues | $ | 110,966 | $ | 115,646 | $ | 310,547 | $ | 293,251 | ||||||||
Net income (loss) | $ | (10,294 | ) | $ | 6,976 | $ | (23,885 | ) | $ | (20,359 | ) | |||||
Net income (loss) per common share – basic: | $ | (0.45 | ) | $ | 0.31 | $ | (1.05 | ) | $ | (0.90 | ) | |||||
Net income (loss) per common share – diluted: | $ | (0.45 | ) | $ | 0.3 | $ | (1.05 | ) | $ | (0.90 | ) | |||||
Basis_of_Presentation_and_Summ3
Basis of Presentation and Summary of Significant Accounting Policies - Real Estate and Water Assets, Impairment Losses (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
Real Estate Improvements | Real Estate Improvements | |||
Minimum | Maximum | |||
Real Estate Properties [Line Items] | ' | ' | ' | ' |
Estimated useful lives (length of time) | ' | ' | '5 years | '15 years |
Real estate held-for-sale | $31,100,000 | $8,600,000 | ' | ' |
Real estate | 291,446,000 | 208,506,000 | ' | ' |
Tangible water assets | 45,761,000 | 45,702,000 | ' | ' |
Real estate and water assets, net | $337,207,000 | $254,208,000 | ' | ' |
Basis_of_Presentation_and_Summ4
Basis of Presentation and Summary of Significant Accounting Policies Property, Plant and Equipment, Net (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Land, Buildings and Improvements | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (length of time) | '30 years |
Land, Buildings and Improvements | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (length of time) | '15 years |
Furniture and Fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (length of time) | '7 years |
Equipment | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (length of time) | '20 years |
Equipment | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (length of time) | '10 years |
Computer Equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives (length of time) | '3 years |
Basis_of_Presentation_and_Summ5
Basis of Presentation and Summary of Significant Accounting Policies - Noncontrolling Interests (Details) | Sep. 30, 2014 | Dec. 31, 2013 |
UCP | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Subsidiary ownership interest percentage held by related party | 42.80% | 42.30% |
Northstar Agri Industries | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Subsidiary ownership interest percentage held by related party | 12.30% | ' |
Basis_of_Presentation_and_Summ6
Basis of Presentation and Summary of Significant Accounting Policies - Share Based Compensation / Restricted Stock Units (RSU) / Stock-Settled Stock Appreciation Rights (SAR) (Details) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
plan | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | SARs | SARs | 2014 Plan | 2005 Plan | Long Term Incentive Plan | Long Term Incentive Plan | Long Term Incentive Plan | Long Term Incentive Plan | Long Term Incentive Plan | Noncontrolling Interest | Noncontrolling Interest | Noncontrolling Interest | Noncontrolling Interest | Minimum | Maximum | ||
UCP | UCP | UCP | UCP | Long Term Incentive Plan | Long Term Incentive Plan | Long Term Incentive Plan | Long Term Incentive Plan | ||||||||||||||
Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | ||||||||||||||
Share-based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '4 years |
Number of stock-based compensation plans in effect | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of issuable common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 218,000 | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available upon termination or expiration of awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | $1,800,000 | $1,900,000 | $5,800,000 | $3,800,000 | $0 | $0 | ' | ' | ' | $806,000 | $935,000 | $3,000,000 | $935,000 | $292,000 | $395,000 | $1,500,000 | $395,000 | ' | ' |
Summary of RSU Activity: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning of period (in shares) | ' | ' | ' | ' | 469,435 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | 13,212 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | -15,435 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, end of period (in shares) | ' | ' | 467,212 | ' | 467,212 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost | ' | ' | 490,000 | ' | 490,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, outstanding (in dollars per share) | ' | ' | ' | ' | $30.43 | ' | $36.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value, granted (in dollars per share) | ' | ' | ' | ' | $22.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value, vested (in dollars per share) | ' | ' | ' | ' | $22.67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, outstanding and exercisable (in dollars per share) | ' | ' | $30.46 | ' | $30.46 | ' | $36.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary of SAR Activity: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning of period (in shares) | ' | ' | ' | ' | ' | ' | 1,616,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, outstanding and exercisable (in dollars per share) | ' | ' | $30.46 | ' | $30.46 | ' | $36.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding and exercisable, weighted average contractual term (duration) | '1 year 8 months | '2 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding and exercisable, end of period (in shares) | ' | ' | ' | ' | ' | ' | 1,616,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of outstanding awards in-the-money (in shares) | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary of SAR Activity, Other Data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested (in shares) | ' | ' | 467,212 | ' | 467,212 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | $1,800,000 | $1,900,000 | $5,800,000 | $3,800,000 | $0 | $0 | ' | ' | ' | $806,000 | $935,000 | $3,000,000 | $935,000 | $292,000 | $395,000 | $1,500,000 | $395,000 | ' | ' |
Granted (in shares) | ' | ' | ' | ' | 13,212 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised in period (in shares) | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis_of_Presentation_and_Summ7
Basis of Presentation and Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income / Deferred Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ||||
Net unrealized appreciation on available-for-sale investments | $6,529,000 | ' | $6,529,000 | ' | $6,866,000 | ||||
Foreign currency translation | -6,389,000 | ' | -6,389,000 | ' | -6,634,000 | ||||
Accumulated other comprehensive income | 140,000 | 285,000 | 140,000 | 285,000 | ' | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ' | ' | ' | ' | ' | ||||
Beginning balance | 660,000 | -514,000 | 232,000 | -2,014,000 | ' | ||||
Other comprehensive income (loss) | -520,000 | 799,000 | -92,000 | 2,299,000 | ' | ||||
Ending balance | 140,000 | 285,000 | 140,000 | 285,000 | ' | ||||
Deferred Compensation: | ' | ' | ' | ' | ' | ||||
Deferred compensation payable | 24,215,000 | ' | 24,215,000 | ' | 24,160,000 | ||||
Deferred compensation expense | -414,000 | 589,000 | 600,000 | 1,500,000 | ' | ||||
Accumulated Net Unrealized Investment Gain (Loss) | ' | ' | ' | ' | ' | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ||||
Deferred income tax liability on available-for-sale securities | 3,500,000 | ' | 3,500,000 | ' | 3,700,000 | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ' | ' | ' | ' | ' | ||||
Other comprehensive income (loss) before reclassification | -202,000 | 1,089,000 | 841,000 | 2,987,000 | ' | ||||
Amount reclassified and recognized in net loss, net of tax | -565,000 | [1] | -226,000 | [1] | -1,178,000 | [1] | -581,000 | [1] | ' |
Accumulated Translation Adjustment | ' | ' | ' | ' | ' | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' | ||||
Deferred income tax asset on foreign currency translation | 3,300,000 | ' | 3,300,000 | ' | 3,400,000 | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ' | ' | ' | ' | ' | ||||
Amount reclassified and recognized in net loss, net of tax | $247,000 | ($64,000) | $245,000 | ($107,000) | ' | ||||
[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. |
Basis_of_Presentation_and_Summ8
Basis of Presentation and Summary of Significant Accounting Policies - Other Balance Sheet and Income Statement Items (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill, beginning balance | ' | ' | $4,702,000 | ' | ' |
Goodwill, Acquired During Period | ' | ' | 4,993,000 | ' | ' |
Goodwill, ending balance | 9,695,000 | ' | 9,695,000 | ' | 4,702,000 |
Provision for Income Taxes: | ' | ' | ' | ' | ' |
Income tax provision (benefit) | 179,000 | -3,637,000 | 535,000 | -2,739,000 | ' |
Statutory income tax rate (percent) | ' | ' | ' | 35.00% | ' |
Raw materials | 9,500,000 | ' | 9,500,000 | ' | 2,600,000 |
Finished goods | 4,800,000 | ' | 4,800,000 | ' | 5,300,000 |
Cost of canola oil and meal sold | 43,214,000 | 53,083,000 | 118,277,000 | 147,153,000 | ' |
Tax provision for taxable temorary difference related to investment in Mindjet not expected to reverse within period which would allow offsetting | ' | ' | ' | ' | 3,800,000 |
Operating Expense | ' | ' | ' | ' | ' |
Provision for Income Taxes: | ' | ' | ' | ' | ' |
Quantifying Misstatement in Current Year Financial Statements, Amount | ' | -2,100,000 | ' | -6,500,000 | ' |
Reduced Depreciation | ' | ' | ' | ' | ' |
Provision for Income Taxes: | ' | ' | ' | ' | ' |
Quantifying Misstatement in Current Year Financial Statements, Amount | ' | -2,100,000 | ' | -6,100,000 | ' |
Scenario, Previously Reported | Reclassification of Labor and Overhead to Canola Oil and Meal Sold | ' | ' | ' | ' | ' |
Provision for Income Taxes: | ' | ' | ' | ' | ' |
Cost of canola oil and meal sold | ' | 4,200,000 | ' | 12,600,000 | ' |
Canola Segment | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill, ending balance | 4,702,000 | ' | 4,702,000 | ' | 4,702,000 |
Real Estate Segment | ' | ' | ' | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill, Acquired During Period | ' | ' | 4,993,000 | ' | ' |
Goodwill, ending balance | $4,993,000 | ' | $4,993,000 | ' | ' |
Net_Income_or_Loss_Per_Share_N
Net Income or Loss Per Share Narrative (Details) (Restricted Stock Units) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Restricted Stock Units | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Outstanding restricted stock units (in shares) | 253 |
Investments_Details
Investments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities | ' | ' | ' | ' | ' |
Debt securities, Cost | $8,426,000 | ' | $8,426,000 | ' | $8,988,000 |
Debt securities, Carrying Value | 8,587,000 | ' | 8,587,000 | ' | 9,172,000 |
Total, Cost | 29,261,000 | ' | 29,261,000 | ' | 40,011,000 |
Total, Gross Unrealized Gains | 10,143,000 | ' | 10,143,000 | ' | 11,048,000 |
Total, Gross Unrealized Losses | -107,000 | ' | -107,000 | ' | -479,000 |
Total, Carrying Value | 39,297,000 | ' | 39,297,000 | ' | 50,580,000 |
Available-for-sale Securities, Continuous Unrealized Loss Position | ' | ' | ' | ' | ' |
Less than 12 months, fair value | 5,103,000 | ' | 5,103,000 | ' | 4,453,000 |
Less than 12 months, Gross Unrealized Loss | 87,000 | ' | 87,000 | ' | 254,000 |
Greater than 12 months, fair value | 241,000 | ' | 241,000 | ' | 8,112,000 |
Greater than 12 months, Gross Unrealized Loss | 20,000 | ' | 20,000 | ' | 225,000 |
Available-for-sale Securities, Debt Maturities [Abstract] | ' | ' | ' | ' | ' |
Due in one year or less, Amortized Cost | 3,165,000 | ' | 3,165,000 | ' | 68,000 |
Due after one year through five years, Amortized Cost | 2,533,000 | ' | 2,533,000 | ' | 5,981,000 |
Due after five years, Amortized Cost | 2,728,000 | ' | 2,728,000 | ' | 2,939,000 |
Due in one year or less, Carrying Value | 3,356,000 | ' | 3,356,000 | ' | 68,000 |
Due after one year through five years, Carrying Value | 2,552,000 | ' | 2,552,000 | ' | 6,178,000 |
Due after five years, Carrying Value | 2,679,000 | ' | 2,679,000 | ' | 2,926,000 |
Other Investments [Abstract] | ' | ' | ' | ' | ' |
Equity in loss of unconsolidated affiliate | -410,000 | -89,000 | -1,569,000 | -89,000 | ' |
Mindjet | ' | ' | ' | ' | ' |
Other Investments [Abstract] | ' | ' | ' | ' | ' |
Voting Interest Percentage | 28.60% | ' | 28.60% | ' | ' |
Equity Method Investment, Ownership Percentage | 15.10% | ' | 15.10% | ' | ' |
Cost Method, Ownership Percentage | 13.50% | ' | 13.50% | ' | ' |
Other Investments | 26,200,000 | ' | 26,200,000 | ' | ' |
Minimum estimated damages | 0 | ' | 0 | ' | ' |
Maximum estimated damages | 1,200,000 | ' | 1,200,000 | ' | ' |
Corporate Bond Securities | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities | ' | ' | ' | ' | ' |
Debt securities, Cost | 8,426,000 | ' | 8,426,000 | ' | 8,988,000 |
Debt securities, Gross Unrealized Gains | 222,000 | ' | 222,000 | ' | 213,000 |
Debt securities, Gross Unrealized Losses | -61,000 | ' | -61,000 | ' | -29,000 |
Debt securities, Carrying Value | 8,587,000 | ' | 8,587,000 | ' | 9,172,000 |
Available-for-sale Securities, Continuous Unrealized Loss Position | ' | ' | ' | ' | ' |
Less than 12 months, fair value | 3,088,000 | ' | 3,088,000 | ' | ' |
Less than 12 months, Gross Unrealized Loss | 61,000 | ' | 61,000 | ' | ' |
Greater than 12 months, fair value | ' | ' | ' | ' | 5,744,000 |
Greater than 12 months, Gross Unrealized Loss | ' | ' | ' | ' | 29,000 |
Convertible Debt Securities | Mindjet | ' | ' | ' | ' | ' |
Other Investments [Abstract] | ' | ' | ' | ' | ' |
Payments to Acquire Held-to-maturity Securities | 1,900,000 | ' | ' | ' | ' |
Escrow Deposit | 761,000 | ' | 761,000 | ' | ' |
Investment Interest Rate | ' | ' | 10.00% | ' | ' |
Convertible debt conversion ratio | ' | ' | 3 | ' | ' |
Equity Securities | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities | ' | ' | ' | ' | ' |
Marketable equity securities, Cost | 20,835,000 | ' | 20,835,000 | ' | 31,023,000 |
Marketable equity securities, Gross Unrealized Gains | 9,921,000 | ' | 9,921,000 | ' | 10,835,000 |
Marketable equity securities, Gross Unrealized Losses | -46,000 | ' | -46,000 | ' | -450,000 |
Marketable equity securities, Carrying Value | 30,710,000 | ' | 30,710,000 | ' | 41,408,000 |
Available-for-sale Securities, Continuous Unrealized Loss Position | ' | ' | ' | ' | ' |
Less than 12 months, fair value | 2,015,000 | ' | 2,015,000 | ' | 4,453,000 |
Less than 12 months, Gross Unrealized Loss | 26,000 | ' | 26,000 | ' | 254,000 |
Greater than 12 months, fair value | 241,000 | ' | 241,000 | ' | 2,368,000 |
Greater than 12 months, Gross Unrealized Loss | 20,000 | ' | 20,000 | ' | 196,000 |
Other Investments [Abstract] | ' | ' | ' | ' | ' |
Marketable equity securities, Carrying Value | $30,710,000 | ' | $30,710,000 | ' | $41,408,000 |
Disclosures_About_Fair_Value_o2
Disclosures About Fair Value of Financial Instruments - Fair Value of Assets and Liabilities on a Recurring Basis (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Assets | ' | ' | ||
Available-for-sale securities | $39,297 | $50,580 | ||
Fair Value, Measurements, Recurring | ' | ' | ||
Assets | ' | ' | ||
Available-for-sale securities | 30,711 | [1] | 41,408 | [1] |
Available-for-sale debt maturities | 8,587 | 9,172 | [1] | |
Readily marketable inventory | 14,271 | [2] | 7,688 | [2] |
Derivative instruments | 2,730 | [3] | 2,454 | [3] |
Liabilities | ' | ' | ||
Derivative instruments | 2,340 | [3] | 1,372 | [3] |
Contingent consideration | 4,644 | [4] | ' | |
Fair Value, Measurements, Recurring | Quoted Prices In Active Markets for Identical Assets (Level 1) | ' | ' | ||
Assets | ' | ' | ||
Available-for-sale securities | 14,306 | [1] | 26,177 | [1] |
Available-for-sale debt maturities | 6,686 | [1] | 9,172 | [1] |
Readily marketable inventory | 9,479 | [2] | 2,396 | [2] |
Derivative instruments | 914 | [3] | 346 | [3] |
Liabilities | ' | ' | ||
Derivative instruments | 687 | [3] | 436 | [3] |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Assets | ' | ' | ||
Available-for-sale securities | 16,405 | [1] | 15,231 | [1] |
Available-for-sale debt maturities | 1,901 | ' | ||
Readily marketable inventory | 4,792 | [2] | 5,292 | [2] |
Derivative instruments | 1,816 | [3] | 2,108 | [3] |
Liabilities | ' | ' | ||
Derivative instruments | 1,653 | [3] | 936 | [3] |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Liabilities | ' | ' | ||
Contingent consideration | $4,644 | [4] | ' | |
[1] | Where there are quoted market prices that are readily available in an active market, securities are classified as Level 1 of the valuation hierarchy. Level 1 available-for-sale investments are valued using quoted market prices multiplied by the number of shares owned and debt securities are valued using a market quote in an active market. All Level 2 available-for-sale securities are one class because they all contain similar risks and are valued using market prices and include securities where the markets are not active, that is where there are few transactions, or the prices are not current or the prices vary considerably over time. Inputs include directly or indirectly observable inputs such as quoted prices. Level 3 available-for-sale securities would include securities where valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | |||
[2] | Readily marketable inventory comprises commodity inventories that are reported at fair value based on commodity exchange quotations. Canola seed inventories are valued based on the quoted market price multiplied by the quantity of inventory and are classified as Level 1. Canola oil and meal inventories are classified as Level 2 because the inputs are directly observable, such as the quoted market price of the corresponding soybean commodity. | |||
[3] | Included in this caption are three types of agricultural commodity derivative contracts: swaps, exchange traded futures, and forward commodity purchase and sale contracts. The exchange traded futures contracts are valued based on quoted prices in active markets multiplied by the number of contracts and are classified as Level 1. The swaps are classified as Level 2 because the inputs are directly observable, such as the quoted market prices for relevant commodity futures contracts. The swaps are valued based on the difference of the arithmetic average of the quoted market price of the relevant underlying multiplied by the notional quantities, and the arithmetic average of the prices specified in the instrument multiplied by the notional quantities. Forward commodity purchase and sale contracts classified as derivatives are valued using quantitative models that require the use of multiple inputs including quoted market prices and various other assumptions including time value. These contracts are categorized as Level 2 and are valued based on the difference between the quoted market price and the price in the contract multiplied by the undelivered notional quantity deliverable under the contract. | |||
[4] | Included in this caption is the contingent consideration that the Company entered into as part of the acquisition of Citizens. The estimated fair value of the contingent consideration was estimated based on applying the income approach and a weighted probability of achievement of the performance milestones. The estimated fair value of the contingent consideration was calculated by using a Monte Carlo simulation model. The fair value of the contingent consideration was then estimated as the arithmetic average of all simulation paths. The model was based on forecast adjusted net income over the contingent consideration period. The measurement is based on significant inputs that are not observable in the market, which are defined as Level 3 inputs. |
Disclosures_About_Fair_Value_o3
Disclosures About Fair Value of Financial Instruments - Fair Value Measurements on a Non-Recurring Basis (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | ' | |||
Loss on Intangible assets | ' | ' | ($993,000) | |||
Impairment of real estate | 0 | -2,865,000 | [1] | -417,000 | ||
Investment in unconsolidated affiliate Total Gain (Loss) | ' | ' | 21,181,000 | |||
Intangible asset carrying amount | ' | ' | 84,900,000 | |||
Real estate carrying value | 4,200,000 | 4,200,000 | 4,100,000 | |||
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | ' | ' | ' | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | ' | |||
Intangible asset (exclusive right to use infrastructure and associated water credits) | ' | ' | 83,897,000 | |||
Real Estate, Fair Value | 1,357,000 | [1] | 1,357,000 | [1] | 3,674,000 | |
Equity Method and Cost Method Investments | ' | ' | $28,679,000 | [2] | ||
[1] | The Company had a non-recurring fair value measurement of real estate assets with a carrying value of $4.2 million that was written down to its estimated fair value of $1.4 million resulting in an impairment charge of $2.9 million, which was included in earnings for the nine months ended September 30, 2014. There was no impairment loss recorded for the three months ended September 30, 2014. The impairment was recorded based on the estimated sales price the Company expects to receive upon the sale of this real estate. The impairment loss relates to a property which is not part of UCP’s results of operations nor is it included in UCP’s inventory of lots. | |||||
[2] | The Company had a non-recurring fair value measurement as a result of the merger transaction between Spigit and Mindjet. The transaction resulted in the deconsolidation of Spigit and the recording of the Company’s common and preferred stock investment in Mindjet at fair value on the date of the transaction. The transaction resulted in a gain of approximately $21.2 million before income taxes. The fair value of the investment in Mindjet was based on analysis of the financial and operational aspects of the company, including consideration of a discounted cash flow analysis which incorporated a contemporary forecast of the merged Mindjet/Spigit entity going forward. Also considered was a guideline public company analysis which compared business enterprise value-to-revenue ratios for comparable public companies to current revenue metrics for the company. Determination of the business enterprise value based on the foregoing was then considered in an analysis of the distribution of equity value to the various classes of equity held by PICO in order to reflect differences in value due to differing liquidation, dividend and voting rights. The fair value approach relied primarily on Level 3 unobservable inputs, whereby expected future cash flows were discounted using a rate that includes assumptions regarding an entity’s average cost of debt and equity, incorporated expected future cash flows based on internal business plans, and applied certain assumptions about risk and uncertainties. The estimates were based upon assumptions believed to be reasonable, but which by nature are uncertain and unpredictable. |
Disclosures_About_Fair_Value_o4
Disclosures About Fair Value of Financial Instruments - Carrying Values and Estimated Fair Values (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Amount | ' | ' |
Financial assets: | ' | ' |
Investments in unconsolidated affiliates held at cost | $19,302 | $19,380 |
Financial liabilities: | ' | ' |
Debt | 147,895 | 136,767 |
Estimated Fair Value | ' | ' |
Financial assets: | ' | ' |
Investments in unconsolidated affiliates held at cost | 19,302 | 19,380 |
Financial liabilities: | ' | ' |
Debt | $157,981 | $145,924 |
Disclosures_About_Fair_Value_o5
Disclosures About Fair Value of Financial Instruments - Notional Amounts of Derivatives (Details) | Sep. 30, 2014 | Dec. 31, 2013 | |
T | T | ||
Exchange Traded | Agricultural Commodities Futures | Short | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Notional amount of nonmonetary derivative (agricultural commodities in tons, natural gas in millions of British thermal units, and forwards in tons) | -64,749 | -23,038 | [1] |
Exchange Traded | Agricultural Commodities Futures | Long | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Notional amount of nonmonetary derivative (agricultural commodities in tons, natural gas in millions of British thermal units, and forwards in tons) | -51,024 | -34,380 | [1] |
Exchange Traded | Natural Gas Futures | Long | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Notional amount of nonmonetary derivative (agricultural commodities in tons, natural gas in millions of British thermal units, and forwards in tons) | -520,000 | -460,000 | [1],[2] |
Non-Exchange Traded | Forwards | Short | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Notional amount of nonmonetary derivative (agricultural commodities in tons, natural gas in millions of British thermal units, and forwards in tons) | -147,586 | -132,428 | [1] |
Non-Exchange Traded | Forwards | Long | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Notional amount of nonmonetary derivative (agricultural commodities in tons, natural gas in millions of British thermal units, and forwards in tons) | -55,208 | -30,367 | [1] |
Non-Exchange Traded | Swaps | Long | ' | ' | |
Derivatives, Fair Value [Line Items] | ' | ' | |
Notional amount of nonmonetary derivative (agricultural commodities in tons, natural gas in millions of British thermal units, and forwards in tons) | ' | -75,000 | [1] |
[1] | Exchange and non-exchange traded futures, forwards, and swaps are presented on a gross (short) and long position basis. | ||
[2] | Million Metric British Thermal Units. |
Disclosures_About_Fair_Value_o6
Disclosures About Fair Value of Financial Instruments - Gain (Loss) Recognized in Income on Derivative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Cost of Sales, Canola Oil and Meal | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gain (loss) on derivatives | $526 | $6,327 | ($3,418) | ($2,482) |
Futures | Cost of Sales, Canola Oil and Meal | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gain (loss) on derivatives | 99 | 5,592 | 900 | -2,458 |
Futures | Operating and Other Costs | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gain (loss) on derivatives | 1,397 | ' | 1,950 | ' |
Forwards | Cost of Sales, Canola Oil and Meal | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gain (loss) on derivatives | 488 | -49 | -478 | 329 |
Swaps | Cost of Sales, Canola Oil and Meal | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gain (loss) on derivatives | ($61) | $784 | ($3,840) | ($353) |
Property_Plant_and_Equipment_N2
Property, Plant and Equipment, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross | $147,065 | ' | $147,065 | ' | $140,075 |
Accumulated depreciation and amortization | -24,097 | ' | -24,097 | ' | -16,631 |
Property, Plant and Equipment, Net | 122,968 | ' | 122,968 | ' | 123,444 |
Total depreciation and amortization expense | 2,999 | 2,670 | 8,430 | 8,026 | ' |
Amount allocated to cost of canola oil and meal sold | -2,068 | -2,062 | -6,194 | -6,120 | ' |
Total reported depreciation and amortization | 931 | 608 | 2,236 | 1,906 | ' |
Building and Building Improvements | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross | 134,385 | ' | 134,385 | ' | 131,141 |
Construction in Progress | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross | 4,928 | ' | 4,928 | ' | 2,072 |
Office Furniture, Fixtures and Equipment | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross | $7,752 | ' | $7,752 | ' | $6,862 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $128,575 | $124,880 |
Fish Springs Ranch | Pipeline and Water Rights | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 83,897 | 83,897 |
Carson-Lyon | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 24,804 | 24,804 |
Other Properties | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $19,874 | $16,179 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Debt | $147,895,000 | $136,767,000 |
Agribusiness term loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 4.75% | ' |
Line of credit, amount outstanding | 79,058,000 | 83,533,000 |
Agribusiness working capital debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 6.00% | ' |
Line of credit, amount outstanding | 9,350,000 | 4,750,000 |
Other agribusiness debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 4.99% | ' |
Line of credit, amount outstanding | 135,000 | 159,000 |
Swiss debt | 3.7% Loan Due in 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 3.70% | ' |
Line of credit, amount outstanding | ' | 14,012,000 |
Swiss debt | 3.8% Loan Due in 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 3.80% | ' |
Line of credit, amount outstanding | ' | 3,363,000 |
Mortgage debt | 3.19% to 4.75% Loan Due in 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Mortgages | 49,614,000 | 17,307,000 |
Mortgage debt | 5% to 5.5% Loan Due from 2014 to 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Mortgages | 8,134,000 | 11,491,000 |
Mortgage debt | 6% to 6.5% Loan Due Through 2036 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Mortgages | ' | 548,000 |
Mortgage debt | 10% Loan Due Through 2017 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 10.00% | ' |
Mortgages | 1,604,000 | 1,604,000 |
Real Estate Operations | Line of Credit | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Unused borrowing capacity | 67,300,000 | ' |
Agribusiness Operations | Line of Credit | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt service coverage ratio covenant (ratio), minimum going forward | 1.25 | ' |
Debt Instrument, Covenant, Percentage of Collateral Called Upon Breach | 105.00% | ' |
Unused borrowing capacity | 17,700,000 | ' |
Line of credit, amount outstanding | $88,500,000 | ' |
Minimum | Mortgage debt | 3.19% to 4.75% Loan Due in 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 3.19% | ' |
Minimum | Mortgage debt | 5% to 5.5% Loan Due from 2014 to 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 5.00% | ' |
Minimum | Mortgage debt | 6% to 6.5% Loan Due Through 2036 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 6.00% | ' |
Maximum | Mortgage debt | 3.19% to 4.75% Loan Due in 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 4.75% | ' |
Maximum | Mortgage debt | 5% to 5.5% Loan Due from 2014 to 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 5.50% | ' |
Maximum | Mortgage debt | 6% to 6.5% Loan Due Through 2036 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Stated interest rate (percent) | 6.50% | ' |
Segment_Reporting_Assets_and_L
Segment Reporting - Assets and Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item | ' | ' |
Assets | $770,879 | $762,552 |
Water Resource and Water Storage Operations | ' | ' |
Segment Reporting, Asset Reconciling Item | ' | ' |
Assets | 191,828 | 193,105 |
Real Estate Operations | ' | ' |
Segment Reporting, Asset Reconciling Item | ' | ' |
Assets | 315,991 | 276,954 |
Agribusiness Operations | ' | ' |
Segment Reporting, Asset Reconciling Item | ' | ' |
Assets | 162,257 | 155,005 |
Corporate | ' | ' |
Segment Reporting, Asset Reconciling Item | ' | ' |
Assets | $100,803 | $137,488 |
Segment_Reporting_Revenue_Deta
Segment Reporting - Revenue (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting, Revenue Reconciling Item | ' | ' | ' | ' |
Revenues | $101,755 | $106,786 | $280,511 | $268,800 |
Total income (loss) before income taxes | -10,210 | 10,846 | -23,402 | -16,326 |
Water Resource and Water Storage Operations | ' | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item | ' | ' | ' | ' |
Revenues | 1,087 | 510 | 1,464 | 25,542 |
Total income (loss) before income taxes | -1,131 | -1,799 | -4,965 | 737 |
Real Estate Operations | ' | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item | ' | ' | ' | ' |
Revenues | 55,794 | 23,712 | 145,212 | 63,641 |
Total income (loss) before income taxes | -795 | -231 | -6,251 | -2,701 |
Agribusiness Operations | ' | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item | ' | ' | ' | ' |
Revenues | 42,597 | 55,308 | 127,380 | 139,788 |
Total income (loss) before income taxes | -3,063 | -2,216 | -4,962 | -20,691 |
Enterprise Software | ' | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item | ' | ' | ' | ' |
Revenues | ' | 4,402 | ' | 13,649 |
Total income (loss) before income taxes | ' | -2,572 | ' | -5,281 |
Corporate | ' | ' | ' | ' |
Segment Reporting, Revenue Reconciling Item | ' | ' | ' | ' |
Revenues | 2,277 | 22,854 | 6,455 | 26,180 |
Total income (loss) before income taxes | ($5,221) | $17,664 | ($7,224) | $11,610 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2007 | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Litigation settlement, gross | $7.30 | ' |
Payments for litigation settlements | 3.7 | ' |
Accrual for remaining litigation settlement | ' | $3.60 |
Acquisition_of_Citizens_Homes_1
Acquisition of Citizens Homes - Narrative (Details) (Citizens Homes, Inc., USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 10, 2014 | |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Citizens Homes' revenue from date of acquisition (April 10th, 2014) to quarter end (June 30th, 2014) | ' | $9,200,000 | $19,400,000 | ' |
Citizens Homes' net income from date of acquisition to quarter end | ' | 204,000 | 119,000 | ' |
Consideration transferred | 18,650,000 | ' | ' | ' |
Contingent consideration, maximum | ' | ' | ' | 6,000,000 |
Performance period for achievement of contingent consideration related milestones | '5 years | ' | ' | ' |
Contingent consideration, minimum | ' | ' | ' | 0 |
Contingent consideration, fair value | ' | ' | ' | 4,600,000 |
Acquisition costs | ' | $138,000 | $778,000 | ' |
Contingent Consideration Liability | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Discount rate (percentage) | 15.70% | ' | ' | ' |
Volatility rate (percentage) | 28.20% | ' | ' | ' |
Credit risk (percentage) | 3.11% | ' | ' | ' |
Contingent Consideration Liability | Minimum | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Discount rate (percentage) | 15.80% | ' | ' | ' |
Contingent Consideration Liability | Maximum | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Discount rate (percentage) | 17.00% | ' | ' | ' |
Acquisition_of_Citizens_Homes_2
Acquisition of Citizens Homes - Consideration Transferred (Details) (Citizens Homes, Inc., USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Apr. 10, 2014 |
Citizens Homes, Inc. | ' |
Business Acquisition [Line Items] | ' |
Cash | $14,006 |
Contingent consideration | 4,644 |
Total | $18,650 |
Acquisition_of_Citizens_Homes_3
Acquisition of Citizens Homes - Assets and Liabilities Assumed (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 10, 2014 |
In Thousands, unless otherwise specified | Citizens Homes, Inc. | ||
Business Acquisition [Line Items] | ' | ' | ' |
Real estate | ' | ' | $13,832 |
Other assets | ' | ' | 1,433 |
Total assets | ' | ' | 15,265 |
Less: Liabilities assumed | ' | ' | 1,608 |
Net assets acquired | ' | ' | 13,657 |
Goodwill | 9,695 | 4,702 | 4,993 |
Consideration transferred | ' | ' | $18,650 |
Acquisition_of_Citizens_Homes_4
Acquisition of Citizens Homes - Real Estate Inventories - Methodology and Significant Input Assumptions (Details) (Real Estate Inventory, Citizens Homes, Inc.) | 0 Months Ended |
Apr. 10, 2014 | |
Business Acquisition [Line Items] | ' |
Builder profit margin applied (percentage) | 20.00% |
Minimum | ' |
Business Acquisition [Line Items] | ' |
Builder profit margin applied (percentage) | 18.00% |
Home comparable range of base price per square foot | 77 |
Weighted Average | ' |
Business Acquisition [Line Items] | ' |
Average discount rate applied (percentage) | 15.00% |
Maximum | ' |
Business Acquisition [Line Items] | ' |
Builder profit margin applied (percentage) | 24.00% |
Home comparable range of base price per square foot | 118 |
Acquisition_of_Citizens_Homes_5
Acquisition of Citizens Homes - Pro Forma (Details) (Citizens Homes, Inc., USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Citizens Homes, Inc. | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total revenues | $110,966 | $115,646 | $310,547 | $293,251 |
Net income (loss) | ($10,294) | $6,976 | ($23,885) | ($20,359) |
Net income (loss) per common share – basic: | ($0.45) | $0.31 | ($1.05) | ($0.90) |
Net income (loss) per common share – diluted: | ($0.45) | $0.30 | ($1.05) | ($0.90) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Oct. 21, 2014 | Oct. 21, 2014 | |
UCP | UCP | |||
8.5% Senior Notes Due in 2017 | 8.5% Senior Notes Due in 2017 | |||
Senior Notes | Senior Notes | |||
Subsequent Event | Subsequent Event | |||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Debt issued | ' | ' | ' | $75,000,000 |
Stated interest rate (percent) | ' | ' | ' | 8.50% |
Proceeds from debt | 86,583,000 | 49,911,000 | 72,500,000 | ' |
Redemption value (percent) | ' | ' | 100.00% | ' |
Redemption value upon change of control (percent) | ' | ' | 101.00% | ' |
Percentage of voting stock acquired to cause change of control | ' | ' | ' | 35.00% |
Maximum debt to tangible assets ratio allowed per covenant (percent) | ' | ' | 45.00% | ' |
Maximum secured debt allowed per covenant | ' | ' | 75,000,000 | ' |
Maximum secured debt to tangible assets ratio allowed per covenant (percent) | ' | ' | 30.00% | ' |
Maximum annual acquisition of unimproved real property allowed per covenant | ' | ' | 75,000,000 | ' |
Maximum acquisition of unimproved real property allowed per covenant over the term of debt agreement | ' | ' | 150,000,000 | ' |
Minimum tangible assets not subject to debt-secured liens required per covenant | ' | ' | 50,000,000 | ' |
Minimum net worth required per covenant | ' | ' | 175,000,000 | ' |
Minimum cash and cash equivalents required per covenants | ' | ' | 15,000,000 | ' |
Maximum annual decrease in tangible assets allowed per covenant | ' | ' | 25,000,000 | ' |
Maximum decrease in tangible assets allowed per covenant over term of debt agreement | ' | ' | $50,000,000 | ' |