Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PICO HOLDINGS INC /NEW | |
Entity Central Index Key | 830122 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 23,004,618 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets - Unaudited (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $47,971 | $62,978 |
Investments ($24,155 and $28,370 measured at fair value at March 31, 2015 and December 31, 2014, respectively) | 50,973 | 55,671 |
Real estate and tangible water assets, net | 397,718 | 392,239 |
Property, plant and equipment, net | 118,802 | 121,017 |
Intangible assets | 128,139 | 126,612 |
Other assets | 38,916 | 45,927 |
Total assets | 782,519 | 804,444 |
Liabilities and shareholders’ equity | ||
Debt | 223,328 | 219,496 |
Accounts payable and accrued expenses | 25,094 | 32,777 |
Deferred compensation | 24,954 | 24,584 |
Other liabilities | 16,355 | 16,042 |
Total liabilities | 289,731 | 292,899 |
Commitments and contingencies | ||
Common stock, $0.001 par value; authorized 100,000 shares, 23,083 issued and 23,005 outstanding at March 31, 2015 and December 31, 2014 | 23 | 23 |
Additional paid-in capital | 492,495 | 491,662 |
Accumulated deficit | -86,333 | -69,508 |
Accumulated other comprehensive income | 4,675 | 4,717 |
Treasury stock, at cost (common shares: 78 at March 31, 2015 and December 31, 2014) | -1,413 | -1,413 |
Total PICO Holdings, Inc. shareholders’ equity | 409,447 | 425,481 |
Noncontrolling interest in subsidiaries | 83,341 | 86,064 |
Total shareholders’ equity | 492,788 | 511,545 |
Total liabilities and shareholders’ equity | $782,519 | $804,444 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets - Unaudited (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Liabilities and shareholders’ equity | ||
Investments at fair value | $24,155 | $28,370 |
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) | 23,083,000 | 23,083,000 |
Common stock, shares outstanding (in shares) | 23,005,000 | 23,005,000 |
Treasury stock, common shares held (in shares) | 78,000 | 78,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income or Loss - Unaudited (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues and other income: | ||
Sale of real estate and water assets | $43,610 | $25,646 |
Sale of canola oil and meal | 39,432 | 34,859 |
Other income | 1,608 | 771 |
Total revenues and other income | 84,650 | 61,276 |
Cost of sales: | ||
Cost of real estate and water assets sold | 36,333 | 21,055 |
Cost of canola oil and meal sold | 42,893 | 34,174 |
Total cost of sales | 79,226 | 55,229 |
Expenses: | ||
Operating and other costs | 20,049 | 16,854 |
Impairment loss on intangible and long-lived assets | 2,964 | 2,865 |
Interest | 1,439 | 1,477 |
Depreciation and amortization | 537 | 542 |
Total costs and expenses | 104,215 | 76,967 |
Loss before income taxes and equity in loss of unconsolidated affiliates | -19,565 | -15,691 |
Benefit for federal, foreign, and state income taxes | -239 | -265 |
Equity in loss of unconsolidated affiliate | -483 | -479 |
Net loss | -19,809 | -15,905 |
Net loss attributable to noncontrolling interests | 2,984 | 2,658 |
Net loss attributable to PICO Holdings, Inc. | -16,825 | -13,247 |
Other comprehensive loss: | ||
Net loss | -19,809 | -15,905 |
Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments | -51 | 487 |
Foreign currency translation | 9 | 40 |
Total other comprehensive income (loss), net of tax | -42 | 527 |
Comprehensive loss | -19,851 | -15,378 |
Comprehensive loss attributable to noncontrolling interests | 2,984 | 2,658 |
Comprehensive loss attributable to PICO Holdings, Inc. | ($16,867) | ($12,720) |
Net loss per common share – basic and diluted: | ||
Net income (loss) per common share - basic ($ per share) | ($0.73) | ($0.58) |
Weighted average shares outstanding (number of shares) | 23,005 | 22,747 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Shareholders' Equity - Unaudited (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Treasury Stock | Noncontrolling Interest |
In Thousands, unless otherwise specified | |||||||
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 | ||||||
Beginning balance, shares at Dec. 31, 2013 | 25,821 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 1,972 | 1,385 | 587 | ||||
Withholding taxes paid on vested restricted stock units at UCP, Inc. | -813 | -113 | -700 | ||||
Net loss | -15,905 | -13,247 | -2,658 | ||||
Unrealized appreciation on investments, net of deferred income tax and reclassification adjustments | 487 | 487 | |||||
Foreign currency translation | 40 | 40 | |||||
Ending balance at Mar. 31, 2014 | 550,626 | 26 | 547,579 | -30,330 | 759 | -56,593 | 89,185 |
Ending balance, treasury stock, shares at Mar. 31, 2014 | 3,073 | ||||||
Ending balance, shares at Mar. 31, 2014 | 25,821 | ||||||
Beginning balance at Dec. 31, 2014 | 511,545 | 23 | 491,662 | -69,508 | 4,717 | -1,413 | 86,064 |
Beginning balance, treasury stock, shares at Dec. 31, 2014 | 78 | 78 | |||||
Beginning balance, shares at Dec. 31, 2014 | 23,083 | 23,083 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 1,115 | 845 | 270 | ||||
Withholding taxes paid on vested restricted stock units at UCP, Inc. | -21 | -12 | -9 | ||||
Net loss | -19,809 | -16,825 | -2,984 | ||||
Unrealized appreciation on investments, net of deferred income tax and reclassification adjustments | -51 | -51 | |||||
Foreign currency translation | 9 | 9 | |||||
Ending balance at Mar. 31, 2015 | $492,788 | $23 | $492,495 | ($86,333) | $4,675 | ($1,413) | $83,341 |
Ending balance, treasury stock, shares at Mar. 31, 2015 | 78 | 78 | |||||
Ending balance, shares at Mar. 31, 2015 | 23,083 | 23,083 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Shareholders' Equity - Unaudited (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | ||
Deferred income tax on unrealized gain on securities | $28 | $262 |
Reclassification adjustments netted against unrealized gain on securities | $484 | $20 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows - Unaudited (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net cash used in operating activities | ($19,249) | ($41,382) |
Investing activities: | ||
Purchases of investments | -721 | -2,880 |
Proceeds from sale of investments | 5,626 | 4,326 |
Purchases of property, plant and equipment | -1,975 | -2,374 |
Increase in margin deposits | -2,328 | -1,271 |
Other investing activities, net | 287 | |
Net cash provided by (used in) investing activities | 602 | -1,912 |
Financing activities: | ||
Repayment of debt | -26,521 | -19,554 |
Payment of withholding taxes on exercise of RSU | -21 | -814 |
Debt issuance costs | -171 | |
Proceeds from debt | 30,353 | 18,182 |
Net cash provided by (used in) financing activities | 3,640 | -2,186 |
Effect of exchange rate changes on cash | -151 | |
Decrease in cash and cash equivalents | -15,007 | -45,631 |
Cash and cash equivalents beginning of the period | 62,978 | 138,039 |
Cash and cash equivalents end of the period | 47,971 | 92,408 |
Supplemental cash flow information: | ||
Refunds of federal, foreign, and state income taxes | -59 | -2,108 |
Interest paid, net of amounts capitalized | $1,267 | $1,521 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 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, 2015. | |
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, 2014 filed with the SEC. | |
Use of Estimates in Preparation of Financial Statements: | |
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, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. | |
Recent Accounting Pronouncements: | |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued guidance on the balance sheet presentation requirements for debt issuance costs. The guidance will require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company is currently evaluating the effect this guidance will have on the consolidated financial statements. |
Real_Estate_and_Tangible_Water
Real Estate and Tangible Water Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [Abstract] | ||||||||
Real Estate and Tangible Water Assets | Real Estate and Tangible Water Assets | |||||||
The costs assigned to the various components of real estate and tangible water assets were as follows (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Real estate and improvements held and used, net of accumulated depreciation of $11,118 and $10,899 at March 31, 2015 and December 31, 2014, respectively | $ | 15,169 | $ | 16,463 | ||||
Residential real estate and home construction inventories | 329,710 | 322,938 | ||||||
Other real estate inventories completed or under development | 10,308 | 10,308 | ||||||
Tangible water assets | 42,531 | 42,530 | ||||||
Total real estate and tangible water assets | $ | 397,718 | $ | 392,239 | ||||
Amortization of real estate improvements was approximately $220,000 for the three months ended March 31, 2015 and 2014, respectively. | ||||||||
Impairment Losses for the Three Months Ended March 31, 2015: | ||||||||
During the three months ended March 31, 2015, the Company recorded an impairment loss of $1.9 million to write down the value of certain real estate in Oklahoma and associated capitalized development costs to their estimated fair value of $1.3 million which was based on the estimated selling price of the assets. The loss was reported in the condensed consolidated statement of operations and comprehensive income or loss within impairment loss on intangible and long-lived assets and was included in the results of operations of the agribusiness operations segment. | ||||||||
Impairment Losses for the Year Ended December 31, 2014: | ||||||||
During 2014, certain water rights applications were denied by the New Mexico State Engineer and as a result, the Company recorded an impairment loss of $3.5 million by writing down the project’s capitalized costs to zero. | ||||||||
During 2014, the Company decided to sell a property “as-is” as opposed to performing development activities as originally planned and has therefore written down the carrying value of the asset to the estimated fair value. The Company has reduced the carrying value of the real estate balance to $1.4 million by recording an impairment loss of $2.9 million. |
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Pipeline rights and water credits at Fish Springs Ranch | $ | 83,897 | $ | 83,897 | ||||
Pipeline rights and water rights at Carson-Lyon | 24,831 | 24,804 | ||||||
Other, net of accumulated amortization | 19,411 | 17,911 | ||||||
Total intangible assets | $ | 128,139 | $ | 126,612 | ||||
Impairment Losses for the Three Months Ended March 31, 2015: | ||||||||
There were no impairment losses recognized on intangible assets during the three months ended March 31, 2015. | ||||||||
Impairment Losses for the Year Ended December 31, 2014: | ||||||||
As a result of the Company’s annual review of indefinite-lived intangible assets, using a discounted cash flow model, it was determined that the estimated fair values of other intangible assets of approximately $3.3 million were below the carrying value of $5.6 million, resulting in an impairment loss of $2.3 million. This was the first such impairment recorded on these assets. |
Investments
Investments | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Investments | Investments | |||||||||||||||
The cost and carrying value of available-for-sale investments were as follows (in thousands): | ||||||||||||||||
March 31, 2015 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,194 | $ | 239 | $ | (20 | ) | $ | 8,413 | |||||||
Marketable equity securities | 11,358 | 7,136 | (91 | ) | 18,403 | |||||||||||
Total | $ | 19,552 | $ | 7,375 | $ | (111 | ) | $ | 26,816 | |||||||
December 31, 2014 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,909 | $ | 198 | $ | (65 | ) | $ | 9,042 | |||||||
Marketable equity securities | 14,780 | 7,335 | (125 | ) | 21,990 | |||||||||||
Total | $ | 23,689 | $ | 7,533 | $ | (190 | ) | $ | 31,032 | |||||||
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): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Less than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | $ | 1,996 | $ | 20 | $ | 3,228 | $ | 65 | ||||||||
Marketable equity securities | 843 | 91 | 1,807 | 122 | ||||||||||||
Total | $ | 2,839 | $ | 111 | $ | 5,035 | $ | 187 | ||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Greater than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | ||||||||||||||||
Marketable equity securities | $ | 9 | $ | 3 | ||||||||||||
Total | $ | — | $ | — | $ | 9 | $ | 3 | ||||||||
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): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Amortized | Carrying | Amortized | Carrying | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Due in one year or less | $ | 3,781 | $ | 3,941 | $ | 3,786 | $ | 3,958 | ||||||||
Due after one year through five years | 2,549 | 2,548 | 3,310 | 3,255 | ||||||||||||
Due after five years | 1,864 | 1,924 | 1,813 | 1,829 | ||||||||||||
$ | 8,194 | $ | 8,413 | $ | 8,909 | $ | 9,042 | |||||||||
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 March 31, 2015, and December 31, 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 months ended March 31, 2015 and 2014. | ||||||||||||||||
Marketable Equity Securities | ||||||||||||||||
The Company’s investment in marketable equity securities was $18.4 million at March 31, 2015, and principally consisted of common stock of publicly traded small-capitalization companies in the U.S. and select foreign markets. At March 31, 2015, 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. No material impairment losses were recorded during the three months ended March 31, 2015 and 2014. | ||||||||||||||||
Other Investments | ||||||||||||||||
The Company owned the following investments that are not classified as available-for-sale (in thousands): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying Value | Voting Interest | Carrying Value | Voting Interest | |||||||||||||
Investment in Synthonics, cost method | $ | 2,170 | 18.3 | % | $ | 2,170 | 19.6 | % | ||||||||
Investment in Mindjet: | ||||||||||||||||
Investment in common stock, equity method | $ | 6,128 | 15 | % | $ | 6,611 | 15 | % | ||||||||
Investment in preferred stock, cost method | 15,858 | 13.4 | % | 15,858 | 13.4 | % | ||||||||||
$ | 21,986 | 28.4 | % | $ | 22,469 | 28.4 | % | |||||||||
Total | $ | 24,156 | $ | 24,639 | ||||||||||||
Investment in Synthonics: | ||||||||||||||||
Synthonics, Inc. (“Synthonics”) is a private company co-founded by a member of the Company’s board of directors. The Company’s investment consists of preferred shares as discussed in Note 11 “Related-Party Transactions.” | ||||||||||||||||
Investment in Mindjet: | ||||||||||||||||
At March 31, 2015, and December 31, 2014, the Company’s equity investment in Mindjet, Inc. (“Mindjet”) represented 28.4% of the voting interest, which was comprised of 15% from common shares and 13.4% from preferred shares. The Company accounts for the investment in common stock using the equity method of accounting, which resulted in recording a loss of $483,000 and $479,000 in the condensed consolidated statement of operations and comprehensive income or loss for the three months ended March 31, 2015 and 2014, respectively. The investment in preferred stock is held at cost in the accompanying condensed consolidated balance sheets. | ||||||||||||||||
During 2014, the Company purchased $2.7 million of convertible debt of Mindjet. The debt security is reported in investments in the condensed consolidated balance sheets. The debt was scheduled to mature 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. In March 2015, the Company agreed to extend the maturity date on the debt until April 30, 2015. However, the debt was not repaid by the extended date, or converted into preferred equity. The Company intends to convert the debt into preferred equity during the second quarter of 2015. | ||||||||||||||||
At March 31, 2015, the total carrying value of the Company’s debt and equity investment in Mindjet was $24.6 million and is subject to impairment testing at each reporting period, or more frequently if facts and circumstances indicate the investment may be impaired. 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 fourth quarter of 2014, the Company recorded a $1.1 million impairment loss on the preferred shares as the estimated fair value of such shares was less than the carrying value. The fair value was determined using a 50/50 weighting of the guideline public company method (market approach) and a discounted cash flow method (income approach). | ||||||||||||||||
During 2014 the Company was notified by Mindjet that they were asserting a breach in the representations and warranties 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
Disclosures About Fair Value | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Disclosures About Fair Value | Disclosures About Fair Value | |||||||||||||||
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 or liability. The following tables set forth the Company’s assets and liabilities that were measured at fair value, on a recurring basis, by level within the fair value hierarchy. During the three months ended March 31, 2015 and year ended December 31, 2014, there were $1.6 million of equity securities transferred from level 2 to level 1 and $5.6 million in equity securities transferred from level 1 to level 2, respectively. | ||||||||||||||||
At March 31, 2015 (in thousands): | ||||||||||||||||
Quoted Prices In Active | Significant Other | Significant | Balance at March 31, 2015 | |||||||||||||
Markets for Identical Assets (Level 1) | Observable Inputs | Unobservable Inputs | ||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||
Assets | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 10,858 | $ | 7,546 | $ | 18,404 | ||||||||||
Available-for-sale debt securities (1) | $ | 5,751 | $ | 5,751 | ||||||||||||
Readily marketable inventory (2) | $ | 1,546 | $ | 2,817 | $ | 4,363 | ||||||||||
Derivative instruments (3) | $ | 723 | $ | 630 | $ | 1,353 | ||||||||||
Liabilities | ||||||||||||||||
Derivative instruments (3) | $ | 1,385 | $ | 501 | $ | 1,886 | ||||||||||
Contingent Consideration (4) | $ | 3,745 | $ | 3,745 | ||||||||||||
At December 31, 2014 (in thousands): | ||||||||||||||||
Quoted Prices In Active | Significant Other | Significant | Balance at December 31, 2014 | |||||||||||||
Markets for Identical Assets (Level 1) | Observable Inputs | Unobservable Inputs | ||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||
Assets | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 10,892 | $ | 11,098 | $ | 21,990 | ||||||||||
Available-for-sale debt securities (1) | $ | 6,380 | $ | 6,380 | ||||||||||||
Readily marketable inventory (2) | $ | 7,992 | $ | 3,480 | $ | 11,472 | ||||||||||
Derivative instruments (3) | $ | 121 | $ | 1,580 | $ | 1,701 | ||||||||||
Liabilities | ||||||||||||||||
Derivative instruments (3) | $ | 1,181 | $ | 365 | $ | 1,546 | ||||||||||
Contingent Consideration (4) | $ | 3,902 | $ | 3,902 | ||||||||||||
(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 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. 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 Homes, Inc. (“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 three months ended March 31, 2015, and for the year ended December 31, 2014, by level within the fair value hierarchy. | ||||||||||||||||
Three Months Ended March 31, 2015 (in thousands): | ||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Loss | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Oil and gas wells (1) | $ | — | $ | (1,089 | ) | |||||||||||
Real estate and development costs(2) | $ | 1,326 | $ | (1,875 | ) | |||||||||||
(1) The Company had a non-recurring fair value measurement for oil and gas wells that resulted in an impairment loss discussed in Note 6 “Property, Plant, and Equipment, Net.” | ||||||||||||||||
(2) The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.” | ||||||||||||||||
Year Ended December 31, 2014 (in thousands): | ||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Loss | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Intangible water assets (1) | $ | 3,638 | $ | (2,282 | ) | |||||||||||
Tangible water asset and other assets (2) | $ | — | $ | (3,509 | ) | |||||||||||
Oil and gas wells (3) | $ | 1,730 | $ | (4,428 | ) | |||||||||||
Real estate (4) | $ | 1,357 | $ | (2,865 | ) | |||||||||||
Investments in unconsolidated affiliates equity securities held at cost (5) | $ | 15,858 | $ | (1,078 | ) | |||||||||||
(1) The Company had a non-recurring fair value measurement for intangible assets that resulted in an impairment loss discussed in Note 3 “Intangible Assets.” | ||||||||||||||||
(2) The Company had a non-recurring fair value measurement for a tangible water asset that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.” | ||||||||||||||||
(3) The Company had a non-recurring fair value measurement for oil and gas wells that resulted in an impairment loss discussed in Note 6 “Property, Plant, and Equipment, Net.” | ||||||||||||||||
(4) The Company had a non-recurring fair value measurement of a real estate asset discussed in Note 2 “Real Estate and Tangible Water Assets, Net.” | ||||||||||||||||
(5) The Company had a non-recurring fair value measurement of an investment in an unconsolidated affiliates equity securities held at cost discussed in Note 4 “Investments.” | ||||||||||||||||
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 March 31, 2015 and December 31, 2014, the fair values of cash and cash equivalents, accounts payable, and accounts 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 on a recurring basis. | ||||||||||||||||
The following table presents the carrying value and estimated fair value of the Company’s financial instruments which are not carried at fair value (in thousands): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Financial assets: | ||||||||||||||||
Investments in unconsolidated affiliates equity securities held at cost | $ | 18,028 | $ | 18,028 | $ | 18,028 | $ | 18,028 | ||||||||
Investments in unconsolidated affiliates debt securities | $ | 2,662 | $ | 7,964 | $ | 2,662 | $ | 7,964 | ||||||||
Financial liabilities: | ||||||||||||||||
Debt | $ | 223,328 | $ | 243,613 | $ | 219,496 | $ | 240,800 | ||||||||
Derivatives Notional Amounts | ||||||||||||||||
The following tables summarize the notional amount of open derivative positions (in thousands): | ||||||||||||||||
March 31, 2015 | ||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||
Futures | ||||||||||||||||
Agricultural Commodities | (104,590 | ) | 79,533 | Tons | ||||||||||||
Natural Gas | 600,000 | MMBtus(2) | ||||||||||||||
Forwards | (129,362 | ) | 59,820 | Tons | ||||||||||||
December 31, 2014 | ||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||
Futures | ||||||||||||||||
Agricultural Commodities | (99,268 | ) | 85,602 | Tons | ||||||||||||
Natural Gas | 690,000 | MMBtus(2) | ||||||||||||||
Forwards | (126,615 | ) | 29,666 | 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 March 31, | ||||||||||||||||
Location | 2015 | 2014 | ||||||||||||||
Futures | Cost of canola oil and meal sold | $ | 136 | $ | (1,054 | ) | ||||||||||
Forwards | Cost of canola oil and meal sold | (180 | ) | 1,474 | ||||||||||||
Swaps | Cost of canola oil and meal sold | (630 | ) | 3,675 | ||||||||||||
$ | (674 | ) | $ | 4,095 | ||||||||||||
Futures(1) | Other income | $ | (159 | ) | ||||||||||||
(1) Represents derivative transactions classified as trading. |
Property_Plant_and_Equipment_N
Property, Plant, and Equipment, Net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net | |||||||
The major classifications of the Company’s property, plant, and equipment are as follows (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Plant, equipment, buildings and leasehold improvements | $ | 137,048 | $ | 133,777 | ||||
Construction in progress | 1,109 | 6,432 | ||||||
Office furniture, fixtures and equipment | 8,220 | 5,862 | ||||||
146,377 | 146,071 | |||||||
Accumulated depreciation and amortization | (27,575 | ) | (25,054 | ) | ||||
Property, plant and equipment, net | $ | 118,802 | $ | 121,017 | ||||
Depreciation and amortization expense was as follows (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total depreciation and amortization expense | $ | 2,683 | $ | 2,605 | ||||
Amount allocated to inventory and cost of canola oil and meal sold | (2,146 | ) | (2,063 | ) | ||||
Total reported depreciation and amortization | $ | 537 | $ | 542 | ||||
Impairment Losses for the Three Months Ended March 31, 2015: | ||||||||
During the three months ended March 31, 2015, the Company recorded an impairment loss of $1.1 million to write down the value of capitalized development costs related to an oil and gas well the Company is currently drilling. The estimated fair value of the well was determined using a discounted cash flow model. The loss was reported in the condensed consolidated statement of operations and comprehensive income or loss within impairment loss on intangible and long-lived assets and was included in the results of operations of the corporate segment. | ||||||||
Impairment Losses for the Year Ended December 31, 2014: | ||||||||
Due to the significant decline in crude oil prices during the fourth quarter of 2014, the Company completed an impairment analysis of the oil and gas wells using a discounted cash flow model. Based on the analysis, the Company wrote down the carrying value of oil wells capitalized to their estimated fair value, resulting in an impairment loss for the year ended December 31, 2014 of $4.4 million. |
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
The following table details the outstanding debt within the Company’s real estate and agribusiness operations (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Agribusiness term loan: | ||||||||
5.25% payments through 2017 | $ | 76,075 | $ | 77,567 | ||||
Agribusiness working capital facility: | ||||||||
6.5% payments through 2017 | 5,000 | 6,350 | ||||||
Other agribusiness debt: | ||||||||
4.99% payments through 2018 | 121 | 128 | ||||||
Real estate debt: | ||||||||
3% to 4.75% payments through 2017 | 60,977 | 52,379 | ||||||
5% to 5.5% payments through 2016 | 4,961 | 6,918 | ||||||
Senior Notes: 8.5% payments through 2017 | 74,590 | 74,550 | ||||||
10% payments through 2017 | 1,604 | 1,604 | ||||||
Total debt | $ | 223,328 | $ | 219,496 | ||||
Debt Provisions, Restrictions, and Covenants on Real Estate Debt: | ||||||||
Certain of UCP’s debt agreements contain various significant financial covenants, each of which UCP was in compliance with at March 31, 2015 as follows. | ||||||||
1) Certain of UCP’s real estate debt include provisions that require minimum loan-to-value ratios. During the term of the loan, the lender may require UCP 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, UCP may be required to make principal payments in order to maintain the required loan-to-value ratios. As of March 31, 2015, the lenders have not requested and UCP has not obtained any such appraisals. | ||||||||
2) The $75 million of senior notes issued in 2014 by UCP limit UCP’s 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 its 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 UCP’s consolidated assets. | ||||||||
Additionally, the senior notes require UCP to maintain the following significant covenants, each of which UCP was in compliance with at March 31, 2015. | ||||||||
1) | Minimum Unlevered Asset Pool: UCP must maintain $50 million of consolidated tangible assets not subject to liens securing indebtedness. At March 31, 2015, UCP’s consolidated tangible assets not subject to liens securing indebtedness was $199.8 million. | |||||||
2) | Minimum Net Worth: UCP must maintain a minimum net worth of $175 million. At March 31, 2015, UCP’s minimum net worth was $220.9 million. | |||||||
3) | Minimum Liquidity: UCP must maintain a minimum of $15 million of unrestricted cash and/or cash equivalents. At March 31, 2015, UCP’s unrestricted cash and/or cash equivalents was $34.4 million. | |||||||
4) | Decrease in Consolidated Tangible Assets: UCP may not permit decreases in the amount of consolidated tangible assets by more than: | |||||||
a) $25 million in any fiscal year. For the three months ended March 31, 2015, UCP’s consolidated tangible assets decreased $690,000. | ||||||||
b) $50 million at any time. Since October 21, 2014, UCP’s consolidated tangible assets increased $69.3 million. | ||||||||
Debt Covenants on Agribusiness Debt: | ||||||||
Northstar’s debt agreement contains the following significant financial covenants, each of which Northstar was in compliance with at March 31, 2015. | ||||||||
1) | Debt to Adjusted Capitalization Ratio: Northstar will not permit its debt to adjusted capitalization ratio as of the last day of any quarter to be more than 0.60 to 1.00. At March 31, 2015, Northstar’s ratio was approximately 0.60. | |||||||
2) | Debt Service Coverage Ratio: Beginning on January 1, 2015, Northstar will not permit its debt service coverage ratio to be less than 1.25 to 1.00; provided, however, that if Northstar is not in compliance with the covenant, Northstar shall be considered in compliance if the debt service coverage ratio is not less than 1.00 to 1.00 as of the last day of any quarter. At March 31, 2015, Northstar’s ratio was approximately 1.32 to 1.00. | |||||||
3) | Minimum Net Worth of Borrower: Northstar will not permit its net worth on any date to be less than $50 million. At March 31, 2015, Northstar’s net worth was approximately $54.1 million. | |||||||
Other: | ||||||||
As of March 31, 2015, the Company had approximately $108.6 million of unused loan commitments within the real estate operations and $22 million in the agribusiness operations. | ||||||||
The Company capitalized $2.6 million and $410,000 of interest during the three months ended March 31, 2015 and 2014, respectively, related to construction and real estate development costs. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Mar. 31, 2015 | ||||
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. | ||||
The Company is subject to various 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. | ||||
Lease Commitments | ||||
The Company leases some of its offices under non-cancelable operating leases that expire at various dates through 2020. Rent expense for the quarters ended March 31, 2015 and 2014, for office space was $596,000 and $397,000, respectively. | ||||
Future minimum payments under all operating leases are as follows (in thousands): | ||||
Year ended December 31, | ||||
2015 | $ | 2,015 | ||
2016 | 2,581 | |||
2017 | 2,415 | |||
2018 | 2,265 | |||
2019 | 1,437 | |||
Thereafter | 159 | |||
Total | $ | 10,872 | ||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||
At March 31, 2015, PICO had one stock-based payment arrangement outstanding, the PICO Holdings, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). 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. | |||||||||
The 2014 Plan provides for the issuance of up to 3.3 million shares of common stock in the form of performance-based price-contingent stock options (“Performance-Based Options”), restricted stock units (“RSU”), free standing stock-settled stock appreciation rights (“SAR”), non-statutory stock options, restricted stock awards (“RSA”), performance shares, performance units, 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 Performance-Based Option, RSU, and SAR, 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. | |||||||||
The Company recorded total stock based compensation expense of $1.1 million and $2 million during the three months ended March 31, 2015 and 2014, respectively. Of the $1.1 million in stock based compensation expense recorded during the three months ended March 31, 2015, $631,000 related to RSU and stock options for UCP common stock granted to the officers of UCP, of which, $270,000 was allocated to noncontrolling interest. Of the $2 million in stock based compensation expense recorded during the three months ended March 31, 2014, $1 million related to RSU for UCP common stock granted to the officers of UCP, of which $587,000 was allocated to noncontrolling interest. | |||||||||
Performance-Based Options: | |||||||||
Performance-based options contain a market condition based on the achievement of a stock price target during the contractual term and vest monthly over a three year period. The vested portion of the options may be exercised only if the 30-trading-day average closing sales price of the Company’s common stock equals or exceeds 125% of the grant date stock price. The stock price contingency may be met any time before the options expire and it only needs to be met once for the performance-based option to remain exercisable for the remainder of the term. Compensation expense is amortized on a straight-line basis over the requisite service period for the entire award, which is the vesting period of the award. | |||||||||
A summary of Performance-Based Options activity is as follows: | |||||||||
Performance-Based Option Awards | Weighted-Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term (In Years) | |||||||
Outstanding and unvested at January 1, 2014 | |||||||||
Awards granted | 453,333 | $ | 19.51 | 6.6 | |||||
Awards vested | (12,593 | ) | $ | 19.51 | 6.5 | ||||
Outstanding and unvested at December 31, 2014 | 440,740 | $ | 19.51 | 6.5 | |||||
Awards vested | (37,778 | ) | $ | 19.51 | 6.3 | ||||
Outstanding and unvested at March 31, 2015 | 402,962 | $ | 19.51 | 6.3 | |||||
As of March 31, 2015 and December 31, 2014, there were no Performance-Based Options exercisable as the market condition had not been met. The unrecognized compensation cost related to unvested Performance-Based Options was $2.6 million and $2.9 million at March 31, 2015 and December 31, 2014, respectively. | |||||||||
Restricted Stock Units (RSU) | |||||||||
RSU entitle the recipient, who must be continuously employed by the Company until the vesting date, unless the employment contracts stipulate otherwise, the right to receive one share of the Company’s common stock. RSU do not vote and are not entitled to receive dividends. Compensation expense for RSU is recognized ratably over the vesting period for each grant. | |||||||||
A summary of activity of PICO Holdings, Inc. common stock RSU is as follows: | |||||||||
RSU Shares | Weighted-Average Grant Date | ||||||||
Fair Value Per Share | |||||||||
Outstanding and unvested at January 1, 2014 | 469,435 | $ | 30.43 | ||||||
Granted | 142,131 | $ | 19.81 | ||||||
Vested | (469,435 | ) | $ | 30.43 | |||||
Outstanding and unvested at December 31, 2014 | 142,131 | $ | 19.81 | ||||||
Outstanding and unvested at March 31, 2015 | 142,131 | $ | 19.81 | ||||||
There were no RSU forfeited, vested, or granted during the three months ended March 31, 2015. There were no RSU forfeited during the year ended December 31, 2014. The unrecognized compensation cost related to unvested RSU was $2.3 million and $2.5 million at March 31, 2015 and December 31, 2014, respectively. | |||||||||
Stock-Settled Stock Appreciation Right (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 months ended March 31, 2015 or 2014. In addition, there were no SAR granted, exercised, or forfeited during the three months ended March 31, 2015. | |||||||||
A summary of SAR activity is as follows: | |||||||||
SAR Shares | Weighted Average | Weighted Average | |||||||
Exercise Price | Contractual Term (In Years) | ||||||||
Outstanding and exercisable at January, 2014 | 1,616,625 | $ | 36.45 | 2.5 | |||||
Expired | (20,000 | ) | $ | 33.76 | |||||
Outstanding and exercisable at December 31, 2014 | 1,596,625 | $ | 36.49 | 1.5 | |||||
Outstanding and exercisable at March 31, 2015 | 1,596,625 | $ | 36.49 | 1.2 | |||||
At March 31, 2015, none of the outstanding SAR were in-the-money. | |||||||||
For the three months ended March 31, 2015 and 2014, the Company’s common stock equivalents were excluded from the diluted per share calculation because their effect on earnings per share was anti-dilutive. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income or Loss | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accumulated Other Comprehensive Income [Abstract] | ||||||||
Accumulated Other Comprehensive Income or Loss | Accumulated Other Comprehensive Income or Loss | |||||||
The components of accumulated other comprehensive income are as follows (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Net unrealized gain on available-for-sale investments | $ | 4,722 | $ | 4,773 | ||||
Foreign currency translation | (47 | ) | (56 | ) | ||||
Accumulated other comprehensive income | $ | 4,675 | $ | 4,717 | ||||
The unrealized gain on available-for-sale investments is net of a deferred income tax liability of $2.5 million at March 31, 2015 and $2.6 million at December 31, 2014. The foreign currency translation is net of a deferred income tax asset of $25,000 at March 31, 2015 and $93,000 at December 31, 2014. | ||||||||
The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Beginning balance, January 1 | $ | 4,717 | $ | 232 | ||||
Unrealized gain on marketable securities, net of tax | 263 | 474 | ||||||
Unrealized (gain) loss reclassified and recognized in net loss, net of tax (1) | (314 | ) | 13 | |||||
Accumulated foreign currency translation reclassified and recognized in net loss, net of tax (2) | 262 | |||||||
Total reclassified and recognized in net loss, net of tax | (52 | ) | 13 | |||||
Change in accumulated foreign currency translation, net of tax | (253 | ) | 40 | |||||
Net change in other comprehensive income (loss), net of tax | (42 | ) | 527 | |||||
Accumulated other comprehensive income | $ | 4,675 | $ | 759 | ||||
(1)Amounts reclassified from unrealized gain or loss on marketable securities are included in other income in the condensed consolidated statement of operations and comprehensive income or loss. | ||||||||
(2) Amounts reclassified from unrealized gain or loss on foreign exchange are included in other income in the consolidated statement of operations and comprehensive income or loss. |
RelatedParty_Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions |
Deferred Compensation | |
At March 31, 2015 and December 31, 2014, the Company had $25 million and $24.6 million, respectively, recorded as deferred compensation payable to various members of management and certain non-employee members of the board of directors of the Company. | |
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 months ended March 31, 2015 and 2014 was compensation expense of $579,000 and $599,000, respectively. | |
On January 20, 2015, the Company sold equity securities with a cost basis of $2.3 million to certain deferred compensation Rabbi Trust accounts held by the Company, for the benefit of the Company’s President and Chief Executive Officer, John R. Hart, for total proceeds of $5 million, which represented the market value of these securities on the date of sale. | |
Investment in Sythonics | |
The Company has an investment in preferred stock and an outstanding line of credit with Synthonics, a company co-founded by Mr. Slepicka, a director of the Company, who is currently the Chairman, Chief Executive Officer and acting Chief Financial Officer of Synthonics. As of March 31, 2015, the Company had invested $2.2 million for 18.3% of the voting interest in Synthonics. In addition, the Company extended a $450,000 line of credit to Synthonics during 2014, which bears interest at 15% per annum. As of March 31, 2015, $280,000 was outstanding on the line of credit. The outstanding balance and accrued interest was repaid in April 2015. |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 accounting policies of the reportable segments are the same as those described in the Company’s 2014 Annual Report on Form 10-K filed with the SEC. | ||||||||
Management analyzes segments using the following information: | ||||||||
Segment assets (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Assets: | ||||||||
Water resource and water storage operations | $ | 187,503 | $ | 186,294 | ||||
Real estate operations | 384,802 | 384,855 | ||||||
Agribusiness operations | 142,517 | 152,554 | ||||||
Corporate | 67,697 | 80,741 | ||||||
Total assets | $ | 782,519 | $ | 804,444 | ||||
Segment revenues and loss before taxes (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenue and other income: | ||||||||
Water resource and water storage operations | $ | 210 | $ | 136 | ||||
Real estate operations | 43,680 | 25,766 | ||||||
Agribusiness operations | 39,326 | 34,867 | ||||||
Corporate | 1,434 | 507 | ||||||
Total revenues and other income | $ | 84,650 | $ | 61,276 | ||||
Loss before income taxes: | ||||||||
Water resource and water storage operations | $ | (1,492 | ) | $ | (1,985 | ) | ||
Real estate operations | (3,779 | ) | (6,277 | ) | ||||
Agribusiness operations | (10,482 | ) | (4,192 | ) | ||||
Corporate | (3,812 | ) | (3,237 | ) | ||||
Total loss before income taxes | $ | (19,565 | ) | $ | (15,691 | ) |
Acquisition_of_Citizens_Homes
Acquisition of Citizens Homes | 3 Months Ended | |||
Mar. 31, 2015 | ||||
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. | ||||
The following table summarizes the calculation of the preliminary estimated fair value of the assets and liabilities assumed at the acquisition date (in thousands): | ||||
Adjusted Total as of | ||||
Acquisition Date | ||||
Assets Acquired | ||||
Real estate | $ | 13,832 | ||
Other assets | $ | 1,363 | ||
15,195 | ||||
Less: Liabilities assumed | $ | 1,510 | ||
Net assets acquired | 13,685 | |||
Goodwill | $ | 4,223 | ||
Consideration transferred | $ | 17,908 | ||
The acquisition was accounted for as a business combination with the acquired assets, assumed liabilities, and contingent consideration recorded by the Company at their estimated fair values. The assets that the Company acquired primarily included real estate and various other assets. To the extent the consideration transferred exceeded the fair value of net assets acquired; such excess was assigned to goodwill within the real estate segment. | ||||
Three former employees of Citizens who are now employees of the Company have minority interests in land and general contracting operations that are either under option or contract with Citizens which were disclosed and approved by the Company as part of the Citizens Acquisition. | ||||
Contingent Consideration | ||||
The change in estimated fair value of the contingent consideration consisted of the following (in thousands): | ||||
Contingent Consideration - December 31, 2014 | $ | 3,902 | ||
Fair value adjustment for the three months ended March 31, 2015 | (157 | ) | ||
Contingent consideration - March 31, 2015 | $ | 3,745 | ||
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. Payout calculations are made based on calendar year performance except for the 6th payout calculation which will be calculated based on the achievement of performance milestones from January 1, 2019 through March 25, 2019. 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 fair value of the contingent consideration of $3.7 million at March 31, 2015 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 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 13.7% plus the applicable risk-free rate resulting in a combined discount rate ranging from 13.7% to 14.3% over the contingent consideration period. The volatility rate of 24.5% and a credit spread of 9.43% were applied to forecast adjusted net income over the contingent consideration period. | ||||
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 January 1, 2013. The pro forma financial information for all periods presented includes additional amortization charges from acquired intangible assets. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that UCP 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 real estate 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 acquisition was completed as of January 1, 2013, or indicative of the results that will be attained in the future (in thousands, except per share data): | ||||
Three Months Ended | ||||
March 31, 2014 | ||||
Total revenues and other income | $ | 71,175 | ||
Net loss | $ | (12,925 | ) | |
Net loss per common share – basic and diluted: | $ | (0.57 | ) | |
Pro forma net loss for three months ended March 31, 2014, was adjusted to exclude approximately $460,000 of acquisition-related costs incurred in this period. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Recent Accounting Pronouncements: |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued guidance on the balance sheet presentation requirements for debt issuance costs. The guidance will require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company is currently evaluating the effect this guidance will have on the consolidated financial statements. |
Real_Estate_and_Tangible_Water1
Real Estate and Tangible Water Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [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): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Real estate and improvements held and used, net of accumulated depreciation of $11,118 and $10,899 at March 31, 2015 and December 31, 2014, respectively | $ | 15,169 | $ | 16,463 | ||||
Residential real estate and home construction inventories | 329,710 | 322,938 | ||||||
Other real estate inventories completed or under development | 10,308 | 10,308 | ||||||
Tangible water assets | 42,531 | 42,530 | ||||||
Total real estate and tangible water assets | $ | 397,718 | $ | 392,239 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Pipeline rights and water credits at Fish Springs Ranch | $ | 83,897 | $ | 83,897 | ||||
Pipeline rights and water rights at Carson-Lyon | 24,831 | 24,804 | ||||||
Other, net of accumulated amortization | 19,411 | 17,911 | ||||||
Total intangible assets | $ | 128,139 | $ | 126,612 | ||||
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||
Available-for-sale Securities | The cost and carrying value of available-for-sale investments were as follows (in thousands): | |||||||||||||||
March 31, 2015 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,194 | $ | 239 | $ | (20 | ) | $ | 8,413 | |||||||
Marketable equity securities | 11,358 | 7,136 | (91 | ) | 18,403 | |||||||||||
Total | $ | 19,552 | $ | 7,375 | $ | (111 | ) | $ | 26,816 | |||||||
December 31, 2014 | Cost | Gross | Gross | Carrying | ||||||||||||
Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | |||||||||||||||
Debt securities: corporate bonds | $ | 8,909 | $ | 198 | $ | (65 | ) | $ | 9,042 | |||||||
Marketable equity securities | 14,780 | 7,335 | (125 | ) | 21,990 | |||||||||||
Total | $ | 23,689 | $ | 7,533 | $ | (190 | ) | $ | 31,032 | |||||||
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): | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Less than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | $ | 1,996 | $ | 20 | $ | 3,228 | $ | 65 | ||||||||
Marketable equity securities | 843 | 91 | 1,807 | 122 | ||||||||||||
Total | $ | 2,839 | $ | 111 | $ | 5,035 | $ | 187 | ||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Greater than 12 months | Fair Value | Gross | Fair Value | Gross | ||||||||||||
Unrealized | Unrealized | |||||||||||||||
Loss | Loss | |||||||||||||||
Debt securities: corporate bonds | ||||||||||||||||
Marketable equity securities | $ | 9 | $ | 3 | ||||||||||||
Total | $ | — | $ | — | $ | 9 | $ | 3 | ||||||||
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): | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Amortized | Carrying | Amortized | Carrying | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Due in one year or less | $ | 3,781 | $ | 3,941 | $ | 3,786 | $ | 3,958 | ||||||||
Due after one year through five years | 2,549 | 2,548 | 3,310 | 3,255 | ||||||||||||
Due after five years | 1,864 | 1,924 | 1,813 | 1,829 | ||||||||||||
$ | 8,194 | $ | 8,413 | $ | 8,909 | $ | 9,042 | |||||||||
Disclosures_About_Fair_Value_T
Disclosures About Fair Value (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set forth the Company’s assets and liabilities that were measured at fair value, on a recurring basis, by level within the fair value hierarchy. During the three months ended March 31, 2015 and year ended December 31, 2014, there were $1.6 million of equity securities transferred from level 2 to level 1 and $5.6 million in equity securities transferred from level 1 to level 2, respectively. | |||||||||||||||
At March 31, 2015 (in thousands): | ||||||||||||||||
Quoted Prices In Active | Significant Other | Significant | Balance at March 31, 2015 | |||||||||||||
Markets for Identical Assets (Level 1) | Observable Inputs | Unobservable Inputs | ||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||
Assets | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 10,858 | $ | 7,546 | $ | 18,404 | ||||||||||
Available-for-sale debt securities (1) | $ | 5,751 | $ | 5,751 | ||||||||||||
Readily marketable inventory (2) | $ | 1,546 | $ | 2,817 | $ | 4,363 | ||||||||||
Derivative instruments (3) | $ | 723 | $ | 630 | $ | 1,353 | ||||||||||
Liabilities | ||||||||||||||||
Derivative instruments (3) | $ | 1,385 | $ | 501 | $ | 1,886 | ||||||||||
Contingent Consideration (4) | $ | 3,745 | $ | 3,745 | ||||||||||||
At December 31, 2014 (in thousands): | ||||||||||||||||
Quoted Prices In Active | Significant Other | Significant | Balance at December 31, 2014 | |||||||||||||
Markets for Identical Assets (Level 1) | Observable Inputs | Unobservable Inputs | ||||||||||||||
(Level 2) | (Level 3) | |||||||||||||||
Assets | ||||||||||||||||
Available-for-sale equity securities (1) | $ | 10,892 | $ | 11,098 | $ | 21,990 | ||||||||||
Available-for-sale debt securities (1) | $ | 6,380 | $ | 6,380 | ||||||||||||
Readily marketable inventory (2) | $ | 7,992 | $ | 3,480 | $ | 11,472 | ||||||||||
Derivative instruments (3) | $ | 121 | $ | 1,580 | $ | 1,701 | ||||||||||
Liabilities | ||||||||||||||||
Derivative instruments (3) | $ | 1,181 | $ | 365 | $ | 1,546 | ||||||||||
Contingent Consideration (4) | $ | 3,902 | $ | 3,902 | ||||||||||||
(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 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. 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 Homes, Inc. (“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 three months ended March 31, 2015, and for the year ended December 31, 2014, by level within the fair value hierarchy. | |||||||||||||||
Three Months Ended March 31, 2015 (in thousands): | ||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Loss | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Oil and gas wells (1) | $ | — | $ | (1,089 | ) | |||||||||||
Real estate and development costs(2) | $ | 1,326 | $ | (1,875 | ) | |||||||||||
(1) The Company had a non-recurring fair value measurement for oil and gas wells that resulted in an impairment loss discussed in Note 6 “Property, Plant, and Equipment, Net.” | ||||||||||||||||
(2) The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.” | ||||||||||||||||
Year Ended December 31, 2014 (in thousands): | ||||||||||||||||
Asset Description | Quoted Prices In Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Loss | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Intangible water assets (1) | $ | 3,638 | $ | (2,282 | ) | |||||||||||
Tangible water asset and other assets (2) | $ | — | $ | (3,509 | ) | |||||||||||
Oil and gas wells (3) | $ | 1,730 | $ | (4,428 | ) | |||||||||||
Real estate (4) | $ | 1,357 | $ | (2,865 | ) | |||||||||||
Investments in unconsolidated affiliates equity securities held at cost (5) | $ | 15,858 | $ | (1,078 | ) | |||||||||||
(1) The Company had a non-recurring fair value measurement for intangible assets that resulted in an impairment loss discussed in Note 3 “Intangible Assets.” | ||||||||||||||||
(2) The Company had a non-recurring fair value measurement for a tangible water asset that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.” | ||||||||||||||||
(3) The Company had a non-recurring fair value measurement for oil and gas wells that resulted in an impairment loss discussed in Note 6 “Property, Plant, and Equipment, Net.” | ||||||||||||||||
(4) The Company had a non-recurring fair value measurement of a real estate asset discussed in Note 2 “Real Estate and Tangible Water Assets, Net.” | ||||||||||||||||
(5) The Company had a non-recurring fair value measurement of an investment in an unconsolidated affiliates equity securities held at cost discussed in Note 4 “Investments.” | ||||||||||||||||
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 (in thousands): | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Financial assets: | ||||||||||||||||
Investments in unconsolidated affiliates equity securities held at cost | $ | 18,028 | $ | 18,028 | $ | 18,028 | $ | 18,028 | ||||||||
Investments in unconsolidated affiliates debt securities | $ | 2,662 | $ | 7,964 | $ | 2,662 | $ | 7,964 | ||||||||
Financial liabilities: | ||||||||||||||||
Debt | $ | 223,328 | $ | 243,613 | $ | 219,496 | $ | 240,800 | ||||||||
Notional Amounts of Open Derivative Positions | The following tables summarize the notional amount of open derivative positions (in thousands): | |||||||||||||||
March 31, 2015 | ||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||
Futures | ||||||||||||||||
Agricultural Commodities | (104,590 | ) | 79,533 | Tons | ||||||||||||
Natural Gas | 600,000 | MMBtus(2) | ||||||||||||||
Forwards | (129,362 | ) | 59,820 | Tons | ||||||||||||
December 31, 2014 | ||||||||||||||||
Exchange Traded | Non-Exchange Traded | |||||||||||||||
(Short)(1) | Long(1) | (Short)(1) | Long(1) | Unit of Measure | ||||||||||||
Futures | ||||||||||||||||
Agricultural Commodities | (99,268 | ) | 85,602 | Tons | ||||||||||||
Natural Gas | 690,000 | MMBtus(2) | ||||||||||||||
Forwards | (126,615 | ) | 29,666 | 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 March 31, | ||||||||||||||||
Location | 2015 | 2014 | ||||||||||||||
Futures | Cost of canola oil and meal sold | $ | 136 | $ | (1,054 | ) | ||||||||||
Forwards | Cost of canola oil and meal sold | (180 | ) | 1,474 | ||||||||||||
Swaps | Cost of canola oil and meal sold | (630 | ) | 3,675 | ||||||||||||
$ | (674 | ) | $ | 4,095 | ||||||||||||
Futures(1) | Other income | $ | (159 | ) | ||||||||||||
(1) Represents derivative transactions classified as trading. |
Property_Plant_and_Equipment_N1
Property, Plant, and Equipment, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Plant, equipment, buildings and leasehold improvements | $ | 137,048 | $ | 133,777 | ||||
Construction in progress | 1,109 | 6,432 | ||||||
Office furniture, fixtures and equipment | 8,220 | 5,862 | ||||||
146,377 | 146,071 | |||||||
Accumulated depreciation and amortization | (27,575 | ) | (25,054 | ) | ||||
Property, plant and equipment, net | $ | 118,802 | $ | 121,017 | ||||
Depreciation and amortization expense was as follows (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Total depreciation and amortization expense | $ | 2,683 | $ | 2,605 | ||||
Amount allocated to inventory and cost of canola oil and meal sold | (2,146 | ) | (2,063 | ) | ||||
Total reported depreciation and amortization | $ | 537 | $ | 542 | ||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Company's Consolidated Debt | The following table details the outstanding debt within the Company’s real estate and agribusiness operations (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Agribusiness term loan: | ||||||||
5.25% payments through 2017 | $ | 76,075 | $ | 77,567 | ||||
Agribusiness working capital facility: | ||||||||
6.5% payments through 2017 | 5,000 | 6,350 | ||||||
Other agribusiness debt: | ||||||||
4.99% payments through 2018 | 121 | 128 | ||||||
Real estate debt: | ||||||||
3% to 4.75% payments through 2017 | 60,977 | 52,379 | ||||||
5% to 5.5% payments through 2016 | 4,961 | 6,918 | ||||||
Senior Notes: 8.5% payments through 2017 | 74,590 | 74,550 | ||||||
10% payments through 2017 | 1,604 | 1,604 | ||||||
Total debt | $ | 223,328 | $ | 219,496 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments under all operating leases are as follows (in thousands): | |||
Year ended December 31, | ||||
2015 | $ | 2,015 | ||
2016 | 2,581 | |||
2017 | 2,415 | |||
2018 | 2,265 | |||
2019 | 1,437 | |||
Thereafter | 159 | |||
Total | $ | 10,872 | ||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity | A summary of Performance-Based Options activity is as follows: | ||||||||
Performance-Based Option Awards | Weighted-Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term (In Years) | |||||||
Outstanding and unvested at January 1, 2014 | |||||||||
Awards granted | 453,333 | $ | 19.51 | 6.6 | |||||
Awards vested | (12,593 | ) | $ | 19.51 | 6.5 | ||||
Outstanding and unvested at December 31, 2014 | 440,740 | $ | 19.51 | 6.5 | |||||
Awards vested | (37,778 | ) | $ | 19.51 | 6.3 | ||||
Outstanding and unvested at March 31, 2015 | 402,962 | $ | 19.51 | 6.3 | |||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of activity of PICO Holdings, Inc. common stock RSU is as follows: | ||||||||
RSU Shares | Weighted-Average Grant Date | ||||||||
Fair Value Per Share | |||||||||
Outstanding and unvested at January 1, 2014 | 469,435 | $ | 30.43 | ||||||
Granted | 142,131 | $ | 19.81 | ||||||
Vested | (469,435 | ) | $ | 30.43 | |||||
Outstanding and unvested at December 31, 2014 | 142,131 | $ | 19.81 | ||||||
Outstanding and unvested at March 31, 2015 | 142,131 | $ | 19.81 | ||||||
Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity | A summary of SAR activity is as follows: | ||||||||
SAR Shares | Weighted Average | Weighted Average | |||||||
Exercise Price | Contractual Term (In Years) | ||||||||
Outstanding and exercisable at January, 2014 | 1,616,625 | $ | 36.45 | 2.5 | |||||
Expired | (20,000 | ) | $ | 33.76 | |||||
Outstanding and exercisable at December 31, 2014 | 1,596,625 | $ | 36.49 | 1.5 | |||||
Outstanding and exercisable at March 31, 2015 | 1,596,625 | $ | 36.49 | 1.2 | |||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income or Loss (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accumulated Other Comprehensive Income [Abstract] | ||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Beginning balance, January 1 | $ | 4,717 | $ | 232 | ||||
Unrealized gain on marketable securities, net of tax | 263 | 474 | ||||||
Unrealized (gain) loss reclassified and recognized in net loss, net of tax (1) | (314 | ) | 13 | |||||
Accumulated foreign currency translation reclassified and recognized in net loss, net of tax (2) | 262 | |||||||
Total reclassified and recognized in net loss, net of tax | (52 | ) | 13 | |||||
Change in accumulated foreign currency translation, net of tax | (253 | ) | 40 | |||||
Net change in other comprehensive income (loss), net of tax | (42 | ) | 527 | |||||
Accumulated other comprehensive income | $ | 4,675 | $ | 759 | ||||
(1)Amounts reclassified from unrealized gain or loss on marketable securities are included in other income in the condensed consolidated statement of operations and comprehensive income or loss. | ||||||||
(2) Amounts reclassified from unrealized gain or loss on foreign exchange are included in other income in the consolidated statement of operations and comprehensive income or loss. | ||||||||
The components of accumulated other comprehensive income are as follows (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Net unrealized gain on available-for-sale investments | $ | 4,722 | $ | 4,773 | ||||
Foreign currency translation | (47 | ) | (56 | ) | ||||
Accumulated other comprehensive income | $ | 4,675 | $ | 4,717 | ||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Reconciliation of Assets from Segment to Consolidated | Segment assets (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Assets: | ||||||||
Water resource and water storage operations | $ | 187,503 | $ | 186,294 | ||||
Real estate operations | 384,802 | 384,855 | ||||||
Agribusiness operations | 142,517 | 152,554 | ||||||
Corporate | 67,697 | 80,741 | ||||||
Total assets | $ | 782,519 | $ | 804,444 | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Segment revenues and loss before taxes (in thousands): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenue and other income: | ||||||||
Water resource and water storage operations | $ | 210 | $ | 136 | ||||
Real estate operations | 43,680 | 25,766 | ||||||
Agribusiness operations | 39,326 | 34,867 | ||||||
Corporate | 1,434 | 507 | ||||||
Total revenues and other income | $ | 84,650 | $ | 61,276 | ||||
Loss before income taxes: | ||||||||
Water resource and water storage operations | $ | (1,492 | ) | $ | (1,985 | ) | ||
Real estate operations | (3,779 | ) | (6,277 | ) | ||||
Agribusiness operations | (10,482 | ) | (4,192 | ) | ||||
Corporate | (3,812 | ) | (3,237 | ) | ||||
Total loss before income taxes | $ | (19,565 | ) | $ | (15,691 | ) |
Acquisition_of_Citizens_Homes_
Acquisition of Citizens Homes (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The change in estimated fair value of the contingent consideration consisted of the following (in thousands): | |||
Contingent Consideration - December 31, 2014 | $ | 3,902 | ||
Fair value adjustment for the three months ended March 31, 2015 | (157 | ) | ||
Contingent consideration - March 31, 2015 | $ | 3,745 | ||
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): | |||
Adjusted Total as of | ||||
Acquisition Date | ||||
Assets Acquired | ||||
Real estate | $ | 13,832 | ||
Other assets | $ | 1,363 | ||
15,195 | ||||
Less: Liabilities assumed | $ | 1,510 | ||
Net assets acquired | 13,685 | |||
Goodwill | $ | 4,223 | ||
Consideration transferred | $ | 17,908 | ||
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 acquisition was completed as of January 1, 2013, or indicative of the results that will be attained in the future (in thousands, except per share data): | |||
Three Months Ended | ||||
March 31, 2014 | ||||
Total revenues and other income | $ | 71,175 | ||
Net loss | $ | (12,925 | ) | |
Net loss per common share – basic and diluted: | $ | (0.57 | ) |
Real_Estate_and_Tangible_Water2
Real Estate and Tangible Water Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |||
Real Estate and Tangible Water Assets [Line Items] | |||||
Impairment of real estate | ($1,875,000) | [1],[2] | ($2,865,000) | [3] | |
Real Estate, Fair Value | 1,300,000 | ||||
Asset impairment charge | 3,500,000 | ||||
Capitalized costs | 0 | ||||
Real Estate Investment Property, at Cost | 15,169,000 | 16,463,000 | |||
Accumulated amortization | 11,118,000 | 10,899,000 | |||
Residential real estate and home construction inventories | 329,710,000 | 322,938,000 | |||
Other real estate inventories completed or under development | 10,308,000 | 10,308,000 | |||
Water and Water Rights | 42,531,000 | 42,530,000 | |||
Real estate and tangible water assets, net | 397,718,000 | 392,239,000 | |||
Real Estate Operations | |||||
Real Estate and Tangible Water Assets [Line Items] | |||||
Impairment of real estate | -2,900,000 | ||||
Real Estate Investment Property, at Cost | 1,400,000 | ||||
Leasehold Improvements | |||||
Real Estate and Tangible Water Assets [Line Items] | |||||
Amortization | $220,000 | $220,000 | |||
[1] | The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.†| ||||
[2] | The Company had a non-recurring fair value measurement for a tangible water asset that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.†| ||||
[3] | The Company had a non-recurring fair value measurement of a real estate asset discussed in Note 2 “Real Estate and Tangible Water Assets, Net.†|
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | ||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets | $128,139,000 | $126,612,000 | |
Intangibles impairment | 2,282,000 | [1] | |
Pipeline and Water Rights | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fair value of intangibles | 3,300,000 | ||
Intangible asset carrying amount | 5,600,000 | ||
Intangibles impairment | 0 | 2,300,000 | |
Fish Springs Ranch | Pipeline and Water Rights | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets | 83,897,000 | 83,897,000 | |
Carson-Lyon | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets | 24,831,000 | 24,804,000 | |
Other Properties | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets | $19,411,000 | $17,911,000 | |
[1] | The Company had a non-recurring fair value measurement for intangible assets that resulted in an impairment loss discussed in Note 3 “Intangible Assets.†|
Investments_Details
Investments (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities | |||
Equity in loss of unconsolidated affiliate | ($483) | ($479) | |
Debt securities, Cost | 8,194 | 8,909 | |
Debt securities, Carrying Value | 8,413 | 9,042 | |
Total, Cost | 19,552 | 23,689 | |
Total, Gross Unrealized Gains | 7,375 | 7,533 | |
Total, Gross Unrealized Losses | -111 | -190 | |
Total, Carrying Value | 26,816 | 31,032 | |
Available-for-sale Securities, Continuous Unrealized Loss Position | |||
Less than 12 months, fair value | 2,839 | 5,035 | |
Less than 12 months, Gross Unrealized Loss | 111 | 187 | |
Greater than 12 months, fair value | 0 | 9 | |
Greater than 12 months, Gross Unrealized Loss | 0 | 3 | |
Available-for-sale Securities, Debt Maturities [Abstract] | |||
Due in one year or less, Amortized Cost | 3,781 | 3,786 | |
Due after one year through five years, Amortized Cost | 2,549 | 3,310 | |
Due after five years, Amortized Cost | 1,864 | 1,813 | |
Due in one year or less, Carrying Value | 3,941 | 3,958 | |
Due after one year through five years, Carrying Value | 2,548 | 3,255 | |
Due after five years, Carrying Value | 1,924 | 1,829 | |
Corporate Bond Securities | |||
Schedule of Available-for-sale Securities | |||
Debt securities, Cost | 8,194 | 8,909 | |
Debt securities, Gross Unrealized Gains | 239 | 198 | |
Debt securities, Gross Unrealized Losses | -20 | -65 | |
Debt securities, Carrying Value | 8,413 | 9,042 | |
Available-for-sale Securities, Continuous Unrealized Loss Position | |||
Less than 12 months, fair value | 1,996 | 3,228 | |
Less than 12 months, Gross Unrealized Loss | 20 | 65 | |
Greater than 12 months, fair value | |||
Greater than 12 months, Gross Unrealized Loss | |||
Equity Securities | |||
Schedule of Available-for-sale Securities | |||
Marketable equity securities, Cost | 11,358 | 14,780 | |
Marketable equity securities, Gross Unrealized Gains | 7,136 | 7,335 | |
Marketable equity securities, Gross Unrealized Losses | -91 | -125 | |
Marketable equity securities, carrying value | 18,403 | 21,990 | |
Available-for-sale Securities, Continuous Unrealized Loss Position | |||
Less than 12 months, fair value | 843 | 1,807 | |
Less than 12 months, Gross Unrealized Loss | 91 | 122 | |
Greater than 12 months, fair value | 9 | ||
Greater than 12 months, Gross Unrealized Loss | $3 |
Investments_Schedule_for_Cost_
Investments - Schedule for Cost and Equity Method Investments (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Other investments | $24,156,000 | $24,639,000 | $24,639,000 | |
Equity in loss of unconsolidated affiliate | -483,000 | -479,000 | ||
Synthonics | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cost method investments | 2,170,000 | 2,170,000 | 2,170,000 | |
Cost method, ownership percentage | 18.30% | 19.60% | 19.60% | |
Mindjet | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Other investments | 24,600,000 | |||
Voting interest percentage | 28.40% | |||
Impairment on preferred shares | 1,100,000 | |||
Minimum damages | 0 | |||
Maximum damages | 1,200,000 | |||
Equity Securities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Marketable equity securities, carrying value | 18,403,000 | 21,990,000 | 21,990,000 | |
Equity Securities | Mindjet | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cost method investments | 15,858,000 | 15,858,000 | 15,858,000 | |
Cost method, ownership percentage | 13.40% | 13.40% | 13.40% | |
Equity method investments | 6,128,000 | 6,611,000 | 6,611,000 | |
Equity method investments, ownership percentage | 15.00% | 15.00% | 15.00% | |
Other investments | 21,986,000 | 22,469,000 | 22,469,000 | |
Voting interest percentage | 28.40% | 28.40% | 28.40% | |
Convertible Debt Securities | Mindjet | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Purchased convertible debt | $2,700,000 | |||
Conversion ratio | 3 | |||
Investment interest rate | 10.00% |
Disclosures_About_Fair_Value_F
Disclosures About Fair Value - Fair Value of Assets and Liabilities on a Recurring Basis (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
Assets | ||||
Available-for-sale securities | $26,816,000 | $31,032,000 | ||
Fair Value, Measurements, Recurring | ||||
Assets | ||||
Available-for-sale securities | 18,404,000 | [1] | 21,990,000 | [1] |
Available-for-sale debt maturities | 5,751,000 | [1] | 6,380,000 | [1] |
Readily marketable inventory | 4,363,000 | [2] | 11,472,000 | [2] |
Derivative instruments | 1,353,000 | [3] | 1,701,000 | [3] |
Liabilities | ||||
Derivative instruments | 1,886,000 | [3] | 1,546,000 | [3] |
Contingent consideration | 3,745,000 | [4] | 3,902,000 | [4] |
Fair Value, Measurements, Recurring | Quoted Prices In Active Markets for Identical Assets (Level 1) | ||||
Assets | ||||
Available-for-sale securities | 10,858,000 | [1] | 10,892,000 | [1] |
Available-for-sale debt maturities | 5,751,000 | [1] | 6,380,000 | [1] |
Readily marketable inventory | 1,546,000 | [2] | 7,992,000 | [2] |
Derivative instruments | 723,000 | [3] | 121,000 | [3] |
Liabilities | ||||
Derivative instruments | 1,385,000 | [3] | 1,181,000 | [3] |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||
Assets | ||||
Available-for-sale securities | 7,546,000 | [1] | 11,098,000 | [1] |
Available-for-sale debt maturities | [1] | [1] | ||
Readily marketable inventory | 2,817,000 | [2] | 3,480,000 | [2] |
Derivative instruments | 630,000 | [3] | 1,580,000 | [3] |
Liabilities | ||||
Derivative instruments | 501,000 | [3] | 365,000 | [3] |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||
Liabilities | ||||
Contingent consideration | 3,745,000 | [4] | 3,902,000 | [4] |
Equity Securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Level 1 to Level 2 transfers | $1,600,000 | $5,600,000 | ||
[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 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. 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 Homes, Inc. (“Citizensâ€). 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_F1
Disclosures About Fair Value - Fair Value Measurements on a Non-Recurring Basis (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Loss on intangible assets | ($2,282) | [1] | ||
Tangible water and other assets | 0 | |||
Impairment loss | -1,089 | [2] | ||
Real estate | 1,300 | |||
Impairment of real estate | -1,875 | [3],[4] | -2,865 | [5] |
Loss on investments in unconsolidated affiliates equity securities held at cost | -1,078 | [6] | ||
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Intangible water assets | 3,638 | [1] | ||
Tangible water and other assets | 0 | [3] | ||
Oil and gas wells | 0 | [2] | 1,730 | [2] |
Real estate | 1,326 | [4] | 1,357 | [5] |
Investment in unconsolidated affiliates equity securities held at cost | 15,858 | [6] | ||
Real estate operations | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Loss on tangible water and other assets | -3,509 | [3] | ||
Impairment of real estate | -2,900 | |||
Corporate | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Impairment loss | ($4,428) | [2] | ||
[1] | The Company had a non-recurring fair value measurement for intangible assets that resulted in an impairment loss discussed in Note 3 “Intangible Assets.†| |||
[2] | The Company had a non-recurring fair value measurement for oil and gas wells that resulted in an impairment loss discussed in Note 6 “Property, Plant, and Equipment, Net.†| |||
[3] | The Company had a non-recurring fair value measurement for a tangible water asset that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.†| |||
[4] | The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss discussed in Note 2 “Real Estate and Tangible Water Assets.†| |||
[5] | The Company had a non-recurring fair value measurement of a real estate asset discussed in Note 2 “Real Estate and Tangible Water Assets, Net.†| |||
[6] | The Company had a non-recurring fair value measurement of an investment in an unconsolidated affiliates equity securities held at cost discussed in Note 4 “Investments.†|
Disclosures_About_Fair_Value_C
Disclosures About Fair Value - Carrying Values and Estimated Fair Values (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Carrying Amount | ||
Financial assets: | ||
Investments in unconsolidated affiliates equity securities held at cost | $18,028 | $18,028 |
Investments in unconsolidated affiliates debt securities | 2,662 | 2,662 |
Financial liabilities: | ||
Debt | 223,328 | 219,496 |
Estimated Fair Value | ||
Financial assets: | ||
Investments in unconsolidated affiliates equity securities held at cost | 18,028 | 18,028 |
Investments in unconsolidated affiliates debt securities | 7,964 | 7,964 |
Financial liabilities: | ||
Debt | $243,613 | $240,800 |
Disclosures_About_Fair_Value_N
Disclosures About Fair Value - Notional Amounts of Derivatives (Details) | Mar. 31, 2015 | Dec. 31, 2014 | ||
T | T | |||
Exchange Traded | Agricultural Commodities | 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) | -104,590,000 | [1] | -99,268,000 | [1] |
Exchange Traded | Agricultural Commodities | 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) | -79,533,000 | [1] | -85,602,000 | [1] |
Exchange Traded | Natural Gas | 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) | -600,000,000 | [1],[2] | -690,000,000 | [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) | -129,362,000 | [1] | -126,615,000 | [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) | -59,820,000 | [1] | -29,666,000 | [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_G
Disclosures About Fair Value - Gain (Loss) Recognized in Income on Derivative (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Cost of canola oil and meal sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | ($674) | $4,095 | |
Futures | Cost of canola oil and meal sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | 136 | -1,054 | |
Futures | Other income | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | -159 | [1] | |
Forwards | Cost of canola oil and meal sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | -180 | 1,474 | |
Swaps | Cost of canola oil and meal sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | ($630) | $3,675 | |
[1] | Represents derivative transactions classified as trading. |
Property_Plant_and_Equipment_N2
Property, Plant, and Equipment, Net (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $146,377 | $146,071 | |||
Accumulated depreciation and amortization | -27,575 | -25,054 | |||
Property, plant and equipment, net | 118,802 | 121,017 | |||
Total depreciation and amortization expense | 2,683 | 2,605 | |||
Amount allocated to inventory and cost of canola oil and meal sold | -2,146 | -2,063 | |||
Total reported depreciation and amortization | 537 | 542 | |||
Impairment loss | 1,089 | [1] | |||
Corporate | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment loss | 4,428 | [1] | |||
Plant, equipment, buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 137,048 | 133,777 | |||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 1,109 | 6,432 | |||
Office furniture, fixtures and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $8,220 | $5,862 | |||
[1] | The Company had a non-recurring fair value measurement for oil and gas wells that resulted in an impairment loss discussed in Note 6 “Property, Plant, and Equipment, Net.†|
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Debt | $223,328,000 | $223,328,000 | $219,496,000 | |
Interest costs capitalized | 2,600,000 | 410,000 | ||
Senior Notes | 8.5% Senior Notes Due in 2017 | ||||
Debt Instrument [Line Items] | ||||
Debt issued | 75,000,000 | |||
Agribusiness term loan | ||||
Debt Instrument [Line Items] | ||||
Line of credit, amount outstanding | 76,075,000 | 76,075,000 | 77,567,000 | |
Stated interest rate (percent) | 5.25% | 5.25% | ||
Agribusiness working capital debt | ||||
Debt Instrument [Line Items] | ||||
Line of credit, amount outstanding | 5,000,000 | 5,000,000 | ||
Stated interest rate (percent) | 6.50% | 6.50% | ||
Other agribusiness debt | ||||
Debt Instrument [Line Items] | ||||
Line of credit, amount outstanding | 121,000 | 121,000 | ||
Stated interest rate (percent) | 4.99% | 4.99% | ||
Mortgage debt | 3% to 4.75% payments through 2017 | ||||
Debt Instrument [Line Items] | ||||
Mortgages | 60,977,000 | 60,977,000 | 52,379,000 | |
Mortgage debt | 3% to 4.75% payments through 2017 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 3.00% | 3.00% | ||
Mortgage debt | 3% to 4.75% payments through 2017 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 4.75% | 4.75% | ||
Mortgage debt | 5% to 5.5% payments through 2016 | ||||
Debt Instrument [Line Items] | ||||
Mortgages | 4,961,000 | 4,961,000 | ||
Mortgage debt | 5% to 5.5% payments through 2016 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 5.00% | 5.00% | ||
Mortgage debt | 5% to 5.5% payments through 2016 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 5.50% | 5.50% | ||
Mortgage debt | Senior Notes: 8.5% payments through 2017 | ||||
Debt Instrument [Line Items] | ||||
Mortgages | 74,590,000 | 74,590,000 | 74,550,000 | |
Mortgage debt | Senior Notes: 8.5% payments through 2017 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 8.50% | 8.50% | ||
Mortgage debt | Senior Notes: 8.5% payments through 2017 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | ||||
Mortgage debt | 10% payments through 2017 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 10.00% | 10.00% | ||
Mortgages | 1,604,000 | 1,604,000 | 1,604,000 | |
Real estate operations | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Unused borrowing capacity | 108,600,000 | 108,600,000 | ||
Agribusiness operations | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Unused borrowing capacity | 22,000,000 | 22,000,000 | ||
UCP | Senior Notes | 8.5% Senior Notes Due in 2017 | ||||
Debt Instrument [Line Items] | ||||
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 | |||
Actual tangible assets not subject to debt-secured liens | 199,800,000 | 199,800,000 | ||
Minimum net worth required per covenant | 175,000,000 | |||
Net worth | 220,900,000 | 220,900,000 | ||
Minimum cash and cash equivalents required per covenants | 15,000,000 | |||
Cash and cash equivalents | 34,400,000 | 34,400,000 | ||
Maximum annual decrease in tangible assets allowed per covenant | 25,000,000 | |||
Actual annual decrease in tangible assets | 690,000 | |||
Maximum decrease in tangible assets allowed per covenant over term of debt agreement | 50,000,000 | |||
Actual increase (decrease) in tangible assets over term of agreement | 69,300,000 | |||
Subsidiaries, Northstar | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt to adjusted capitalization, maximum | 0.6 | 0.6 | ||
Actual debt to adjusted capitalization ratio | 0.6 | 0.6 | ||
Debt service coverage ratio, maximum | 1.25 | 1.25 | ||
Debt service coverage ratio covenant (ratio), minimum going forward | 1 | 1 | ||
Actual debt service ratio | 1.32 | 1.32 | ||
Minimum net worth required for compliance | 50,000,000 | 50,000,000 | ||
Net worth | $54,100,000 | $54,100,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies Lease Commitments (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $2,015 |
2016 | 2,581 |
2017 | 2,415 |
2018 | 2,265 |
2019 | 1,437 |
Thereafter | 159 |
Total | $10,872 |
Commitments_and_Contingencies_2
Commitments and Contingencies Rent Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Leases [Abstract] | ||
Rent | $596 | $397 |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock-based compensation plans in effect | 1 | ||
2014 Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of issuable common shares (in shares) | 3,300,000 | ||
Stock-based compensation expense | $1,100,000 | $2,000,000 | |
2014 Long Term Incentive Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (shares) | 0 | 469,435 | |
Granted (shares) | 0 | 142,131 | |
Unrecognized compensation cost | 2,300,000 | 2,500,000 | |
2014 Long Term Incentive Plan | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options exercisable (in shares) | 0 | ||
Unrecognized expense | 2,600,000 | 2,900,000 | |
Officer | 2014 Long Term Incentive Plan | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Trading day window threshold | 30 days | ||
Grant date stock price percentage | 125.00% | ||
UCP | 2014 Long Term Incentive Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 631,000 | 1,000,000 | |
Noncontrolling Interest | Long Term Incentive Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $270,000 | $587,000 |
StockBased_Compensation_Option
Stock-Based Compensation - Options (Details) (2014 Long Term Incentive Plan, Employee Stock Option, USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
2014 Long Term Incentive Plan | Employee Stock Option | ||
Performance-Based Option Awards (shares) | ||
Beginning balance | 440,740 | |
Awards granted | 453,333 | |
Awards vested | -37,778 | -12,593 |
Ending balance | 402,962 | 440,740 |
Weighted-Average Exercise Price Per Share ($ per share) | ||
Beginning balance | $19.51 | |
Awards granted | $19.51 | |
Awards vested | $19.51 | $19.51 |
Ending balance | $19.51 | $19.51 |
Weighted-Average Remaining Contractual Term (In Years) | ||
Beginning balance | 6 years 3 months | 6 years 6 months |
Awards granted | 6 years 7 months | |
Awards vested | 6 years 3 months | 6 years 6 months |
Ending balance | 6 years 3 months | 6 years 6 months |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Units (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Weighted-Average Grant Date Fair Value Per Share ($ per share) | ||
Beginning balance | 30.43 | |
Granted | 19.81 | |
Vested | 30.43 | |
Ending balance | 19.81 | 19.81 |
2014 Long Term Incentive Plan | Restricted Stock Units (RSUs) | ||
RSU Shares (in shares) | ||
Outstanding, beginning balance | 142,131 | 469,435 |
Granted | 0 | 142,131 |
Vested | 0 | -469,435 |
Outstanding, ending balance | 142,131 | 142,131 |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Appreciation Rights (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Weighted Average Exercise Price ($ per share) | |||
Ending balance | $19.81 | $19.81 | $30.43 |
2014 Long Term Incentive Plan | Stock Appreciation Rights | |||
SAR Shares (in shares) | |||
Outstanding, beginning balance | 1,596,625 | 1,616,625 | |
Expired | -20,000 | ||
Outstanding, ending balance | 1,596,625 | 1,596,625 | 1,616,625 |
Weighted Average Exercise Price ($ per share) | |||
Beginning balance | $36.49 | $36.45 | |
Expired | $33.76 | ||
Ending balance | $36.49 | $36.49 | $36.45 |
Weighted Average Contractual Term (In Years) | |||
Beginning balance | 1 year 2 months | 1 year 6 months | 2 years 6 months |
Ending balance | 1 year 2 months | 1 year 6 months | 2 years 6 months |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income or Loss (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |||
Accumulated Other Comprehensive Income [Abstract] | |||||
Net unrealized appreciation on available-for-sale investments | $4,722,000 | $4,773,000 | |||
Foreign currency translation | -47,000 | -56,000 | |||
Accumulated other comprehensive income | 4,675,000 | 759,000 | |||
Deferred income tax liability | 2,500,000 | 2,600,000 | |||
Deferred income tax asset | 25,000 | 93,000 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Beginning balance, January 1 | 4,717,000 | 232,000 | |||
Unrealized gain on marketable securities, net of tax | 263,000 | 474,000 | |||
Unrealized gain reclassified and recognized in net loss, net of tax | -314,000 | [1] | 13,000 | [1] | |
Foreign exchange reclassified and recognized in net loss, net of tax | 262,000 | [2] | |||
Total reclassified and recognized in net loss, net of tax | -52,000 | 13,000 | |||
Change in accumulated foreign currency translation, net of tax | -253,000 | 40,000 | |||
Total other comprehensive income (loss), net of tax | -42,000 | 527,000 | |||
Accumulated other comprehensive income | $4,675,000 | $759,000 | |||
[1] | Amounts reclassified from unrealized gain or loss on marketable securities are included in other income in the condensed consolidated statement of operations and comprehensive income or loss. | ||||
[2] | Amounts reclassified from unrealized gain or loss on foreign exchange are included in other income in the consolidated statement of operations and comprehensive income or loss. |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 20, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Deferred compensation | $24,954,000 | $24,584,000 | ||
Deferred compensation expense | 579,000 | 599,000 | ||
Synthonics | ||||
Related Party Transaction [Line Items] | ||||
Cost method investments | 2,170,000 | 2,170,000 | ||
Cost method, ownership percentage | 18.30% | 19.60% | ||
Line of Credit | PICO Holdings, Inc. | Synthonics Line of Credit | Synthonics | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Line of credit | 450,000 | |||
Stated interest rate (percent) | 15.00% | |||
Line of credit, amount outstanding | 280,000 | |||
Rabbi Trusts | Trust for Benefit of Employees | ||||
Related Party Transaction [Line Items] | ||||
Cost basis | 2,300,000 | |||
Proceeds from sale | $5,000,000 |
Segment_Reporting_Assets_and_L
Segment Reporting - Assets and Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | $782,519 | $804,444 |
Water resource and water storage operations | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 187,503 | 186,294 |
Real estate operations | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 384,802 | 384,855 |
Agribusiness operations | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 142,517 | 152,554 |
Corporate | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | $67,697 | $80,741 |
Segment_Reporting_Revenue_Deta
Segment Reporting - Revenue (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting, Revenue Reconciling Item | ||
Revenues | $84,650 | $61,276 |
Total loss before income taxes | -19,565 | -15,691 |
Water resource and water storage operations | ||
Segment Reporting, Revenue Reconciling Item | ||
Revenues | 210 | 136 |
Total loss before income taxes | -1,492 | -1,985 |
Real estate operations | ||
Segment Reporting, Revenue Reconciling Item | ||
Revenues | 43,680 | 25,766 |
Total loss before income taxes | -3,779 | -6,277 |
Agribusiness operations | ||
Segment Reporting, Revenue Reconciling Item | ||
Revenues | 39,326 | 34,867 |
Total loss before income taxes | -10,482 | -4,192 |
Corporate | ||
Segment Reporting, Revenue Reconciling Item | ||
Revenues | 1,434 | 507 |
Total loss before income taxes | ($3,812) | ($3,237) |
Acquisition_of_Citizens_Homes_1
Acquisition of Citizens Homes - Narrative (Details) (Citizens Homes, Inc., USD $) | 0 Months Ended | 3 Months Ended | |||
Apr. 10, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Apr. 10, 2014 | |
employee | |||||
Business Acquisition [Line Items] | |||||
Number of former employees holding minority interests in acquired assets | 3 | ||||
Contingent consideration, maximum | $6,000,000 | $6,000,000 | |||
Contingent consideration | 3,745,000 | 3,902,000 | |||
Performance period for achievement of contingent consideration related milestones | 5 years | ||||
Contingent consideration, minimum | 0 | 0 | |||
Acquisition costs | $460,000 | ||||
Contingent Consideration Liability | |||||
Business Acquisition [Line Items] | |||||
Discount rate (percentage) | 13.70% | ||||
Volatility rate (percentage) | 24.50% | ||||
Credit risk (percentage) | 9.43% | ||||
Contingent Consideration Liability | Minimum | |||||
Business Acquisition [Line Items] | |||||
Discount rate (percentage) | 13.70% | ||||
Contingent Consideration Liability | Maximum | |||||
Business Acquisition [Line Items] | |||||
Discount rate (percentage) | 14.30% |
Acquisition_of_Citizens_Homes_2
Acquisition of Citizens Homes - Assets and Liabilities Assumed (Details) (Citizens Homes, Inc., USD $) | Apr. 10, 2014 |
In Thousands, unless otherwise specified | |
Citizens Homes, Inc. | |
Business Acquisition [Line Items] | |
Real estate | $13,832 |
Other assets | 1,363 |
Total assets | 15,195 |
Less: Liabilities assumed | 1,510 |
Net assets acquired | 13,685 |
Goodwill | 4,223 |
Consideration transferred | $17,908 |
Acquisition_of_Citizens_Homes_3
Acquisition of Citizens Homes - Consideration Transferred (Details) (Citizens Homes, Inc., USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Citizens Homes, Inc. | |
Business Combination, Increase (Decrease) in Contingent Consideration [Roll Forward] | |
Contingent Consideration - December 31, 2014 | $3,745 |
Fair value adjustment for the three months ended March 31, 2015 | -157 |
Contingent consideration - March 31, 2015 | $3,902 |
Acquisition_of_Citizens_Homes_4
Acquisition of Citizens Homes - Pro Forma (Details) (Citizens Homes, Inc., USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Citizens Homes, Inc. | |
Business Acquisition [Line Items] | |
Total revenues and other income | $71,175 |
Net loss | ($12,925) |
Net income (loss) per common share – basic and diluted: ($ per share) | ($0.57) |