Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PICO HOLDINGS INC /NEW | |
Entity Central Index Key | 830,122 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 23,017,041 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 40,154 | $ 62,677 |
Investments ($22,949 and $28,370 measured at fair value at September 30, 2015 and December 31, 2014, respectively) | 26,431 | 55,671 |
Real estate and tangible water assets, net | 447,180 | 386,350 |
Property, plant and equipment, net of $5,487 and $4,742 of accumulated depreciation at September 30, 2015, and December 31, 2014, respectively | 4,715 | 4,224 |
Intangible assets, net | 126,835 | 126,612 |
Other assets | 16,483 | 16,356 |
Assets held-for-sale | 14,028 | 152,554 |
Total assets | 675,826 | 804,444 |
Liabilities and shareholders’ equity | ||
Debt | 170,150 | 135,451 |
Accounts payable and accrued expenses | 35,991 | 24,591 |
Deferred compensation | 25,461 | 24,584 |
Other liabilities | 11,804 | 13,685 |
Liabilities held-for-sale | 1,058 | 94,588 |
Total liabilities | $ 244,464 | $ 292,899 |
Commitments and contingencies | ||
Common stock, $0.001 par value; authorized 100,000 shares, 23,095 issued and 23,017 outstanding at September 30, 2015, and 23,083 issued and 23,005 outstanding at December 31, 2014 | $ 23 | $ 23 |
Additional paid-in capital | 493,830 | 491,662 |
Accumulated deficit | (150,195) | (69,508) |
Accumulated other comprehensive income | 4,927 | 4,717 |
Treasury stock, at cost (common shares: 78 at September 30, 2015 and December 31, 2014) | (1,413) | (1,413) |
Total PICO Holdings, Inc. shareholders’ equity | 347,172 | 425,481 |
Noncontrolling interest in subsidiaries | 84,190 | 86,064 |
Total equity | 431,362 | 511,545 |
Total liabilities and equity | $ 675,826 | $ 804,444 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Unaudited (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Liabilities and shareholders’ equity | ||
Investments at fair value | $ 22,949 | $ 28,370 |
Accumulated depreciation | $ 5,487 | $ 4,742 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 23,095,000 | 23,083,000 |
Common stock, shares outstanding (in shares) | 23,017,000 | 23,005,000 |
Treasury stock, common shares held (in shares) | 78,000 | 78,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income or Loss - Unaudited - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues and other income: | ||||
Sale of real estate and water assets | $ 77,044 | $ 56,742 | $ 175,718 | $ 146,168 |
Impairment on investments | (20,696) | |||
Other income | $ 1,047 | $ 2,416 | 3,501 | $ 6,963 |
Total revenues and other income | 78,091 | 59,158 | 158,523 | 153,131 |
Cost of sales: | ||||
Cost of real estate and water assets sold | 60,626 | 46,604 | 142,566 | 119,260 |
Expenses: | ||||
Operating and other costs | 14,986 | $ 16,649 | 47,034 | 47,320 |
Impairment loss on intangible and long-lived assets | 727 | 2,090 | 2,865 | |
Depreciation and amortization | 653 | $ 894 | 1,649 | 2,126 |
Total cost of sales and expenses | 76,992 | 64,147 | 193,339 | 171,571 |
Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates | 1,099 | (4,989) | (34,816) | (18,440) |
Provision (benefit) for federal, foreign, and state income taxes | 22 | (179) | (2,949) | (535) |
Equity in loss of unconsolidated affiliate | (1,942) | (410) | (3,422) | (1,569) |
Loss from continuing operations | (865) | (5,220) | (35,289) | (19,474) |
Loss from discontinued agribusiness operations, net of tax | (10,225) | $ (5,221) | (29,520) | $ (4,962) |
Loss on sale of discontinued agribusiness operations, net of tax (1) | (1,348) | (18,251) | ||
Loss from discontinued agribusiness operations, net of tax | (11,573) | $ (5,221) | (47,771) | $ (4,962) |
Net loss | (12,438) | (10,441) | (83,060) | (24,436) |
Net (income) loss attributable to noncontrolling interests | (1,654) | 504 | 2,373 | 3,091 |
Net loss attributable to PICO Holdings, Inc. | (14,092) | (9,937) | (80,687) | (21,345) |
Other comprehensive income (loss): | ||||
Net loss | (12,438) | (10,441) | (83,060) | (24,436) |
Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments | 12 | (767) | 295 | (337) |
Foreign currency translation | (48) | 247 | (85) | 245 |
Total other comprehensive income (loss), net of tax | (36) | (520) | 210 | (92) |
Comprehensive loss | (12,474) | (10,961) | (82,850) | (24,528) |
Comprehensive (income) loss attributable to noncontrolling interests | (1,654) | 504 | 2,373 | 3,091 |
Comprehensive loss attributable to PICO Holdings, Inc. | $ (14,128) | $ (10,457) | $ (80,477) | $ (21,437) |
Net income (loss) per common share – basic and diluted ($ per share) | ||||
Loss from continuing operations | $ (0.11) | $ (0.24) | $ (1.51) | $ (0.75) |
Loss from discontinued agribusiness operations | (0.50) | (0.20) | (2) | (0.19) |
Net loss per common share – basic and diluted | $ (0.61) | $ (0.44) | $ (3.51) | $ (0.94) |
Weighted average shares outstanding - basic and diluted (number of shares) | 23,017 | 22,770 | 23,010 | 22,757 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Shareholders' Equity - Unaudited - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Treasury Stock | Noncontrolling Interest |
Beginning balance, shares at Dec. 31, 2013 | 25,821 | ||||||
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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 5,813 | 4,273 | 1,540 | ||||
Sale of treasury stock (shares) | (10) | ||||||
Sale of treasury stock | $ 223 | $ 223 | |||||
Exercise of restricted stock units (shares) | 15 | ||||||
Withholding taxes paid on vested restricted stock units at UCP, Inc. | $ (1,617) | (800) | (817) | ||||
Net loss | (24,436) | (21,345) | (3,091) | ||||
Unrealized appreciation on investments, net of deferred income tax and reclassification adjustments | (337) | (337) | |||||
Foreign currency translation | 245 | 245 | |||||
Ending balance, shares at Sep. 30, 2014 | 25,836 | ||||||
Ending balance at Sep. 30, 2014 | $ 544,736 | $ 26 | 549,780 | (38,428) | 140 | $ (56,370) | 89,588 |
Ending balance, treasury stock, shares at Sep. 30, 2014 | 3,063 | ||||||
Beginning balance, shares at Dec. 31, 2014 | 23,083 | 23,083 | |||||
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 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | $ 3,053 | 2,379 | 674 | ||||
Exercise of restricted stock units (shares) | 12 | ||||||
Withholding taxes paid on vested restricted stock units at UCP, Inc. | $ (370) | (211) | (159) | ||||
Distribution to noncontrolling interest | (16) | (16) | |||||
Net loss | (83,060) | (80,687) | (2,373) | ||||
Unrealized appreciation on investments, net of deferred income tax and reclassification adjustments | 295 | 295 | |||||
Foreign currency translation | $ (85) | (85) | |||||
Ending balance, shares at Sep. 30, 2015 | 23,095 | 23,095 | |||||
Ending balance at Sep. 30, 2015 | $ 431,362 | $ 23 | $ 493,830 | $ (150,195) | $ 4,927 | $ (1,413) | $ 84,190 |
Ending balance, treasury stock, shares at Sep. 30, 2015 | 78 | 78 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Shareholders' Equity - Unaudited (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Deferred income tax on unrealized gain on securities | $ 159 | $ 186 |
Reclassification adjustments netted against unrealized gain on securities | $ 581 | $ 1,813 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities: | ||
Cash used in operating activities - continuing operations | $ (58,060) | $ (80,271) |
Cash used in operating activities - discontinued agribusiness operations | (17,462) | (2,228) |
Net cash used in operating activities | (75,522) | (82,499) |
Investing activities: | ||
Purchases of investments | (1,782) | (9,995) |
Proceeds from sale of investments | 7,055 | 21,954 |
Proceeds from maturity of investments | 1,343 | |
Purchases of property, plant and equipment | $ (1,999) | (3,806) |
Cash used in the acquisition of consolidated subsidiaries | (14,006) | |
Other investing activities, net | $ 79 | (209) |
Cash provided by (used in) investing activities - continuing operations | 4,696 | (6,062) |
Cash provided by (used in) investing activities - discontinued agribusiness operations | 100,098 | (4,919) |
Net cash provided by (used in) investing activities | 104,794 | (10,981) |
Financing activities: | ||
Repayment of debt | (174,533) | (75,218) |
Payment of withholding taxes on exercise of restricted stock units | (370) | $ (1,619) |
Debt issuance costs | (698) | |
Proceeds from debt | $ 125,294 | $ 86,583 |
Proceeds from the sale of treasury stock | $ 223 | |
Distribution to noncontrolling interests | $ (16) | |
Cash provided by (used in) financing activities | $ (50,323) | $ 9,969 |
Effect of exchange rate changes on cash | 1,621 | |
Decrease in cash and cash equivalents | $ (21,051) | (81,890) |
Cash and cash equivalents, beginning of the period | 62,978 | 138,039 |
Cash and cash equivalents, end of the period | 41,927 | 56,149 |
Less cash and cash equivalents of discontinued agribusiness operations at the end of the period | 1,773 | 482 |
Cash and cash equivalents of continuing operations, end of the period | 40,154 | 55,667 |
Supplemental cash flow information: | ||
Refunds of federal, foreign, and state income taxes | (72) | (1,991) |
Interest paid, net of amounts capitalized (primarily in discontinued agribusiness operations) | 3,295 | $ 3,604 |
Unpaid liability incurred for development costs | 1,332 | |
Issuance of common stock for vested restricted stock units | $ 680 | $ 4,349 |
Fair value of assets acquired in Citizens acquisition | 20,259 | |
Cash paid for acquisition of consolidated subsidiaries | (14,006) | |
Contingent consideration and liabilities assumed in Citizens acquisition | $ 6,253 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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, 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. Discontinued Agribusiness Operations: On July 13, 2015, the Company entered into an agreement with CHS Inc. (“CHS”), pursuant to which the Company sold substantially all of the assets used in its agribusiness segment. The sale closed on July 31, 2015 . As a result of the transaction, the assets and liabilities of the Company’s agribusiness segment qualified as held-for-sale and have been classified as discontinued agribusiness operations in the accompanying condensed consolidated financial statements as of the earliest period presented. Consequently, prior periods presented have been recast from amounts previously reported to reflect the agribusiness segment as discontinued agribusiness operations. The Company recorded a loss on sale of discontinued agribusiness operations of $18.3 million during the nine months ended September 30, 2015 . See Note 11 “Discontinued Agribusiness Operations ” for additional information. |
Real Estate and Tangible Water
Real Estate and Tangible Water Assets | 9 Months Ended |
Sep. 30, 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): September 30, 2015 December 31, 2014 Real estate and improvements held and used, net of accumulated depreciation of $11,558 and $10,899 at September 30, 2015 and December 31, 2014, respectively $ 9,914 $ 10,574 Residential real estate and home construction inventories 384,748 322,938 Other real estate inventories completed or under development 10,000 10,308 Tangible water assets 42,518 42,530 Total real estate and tangible water assets $ 447,180 $ 386,350 Amortization of real estate improvements was approximately $219,000 for each of the three months ended September 30, 2015 and 2014 , and was approximately $659,000 for each of the nine months ended September 30, 2015 and 2014 . Impairment Losses for the Nine Months Ended September 30, 2015 : There were no material impairment losses recognized on real estate and tangible water assets during the nine months ended September 30, 2015 . 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 | 9 Months Ended |
Sep. 30, 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): September 30, 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 18,107 17,911 Total intangible assets $ 126,835 $ 126,612 Impairment Losses for the Nine Months Ended September 30, 2015 : There were no impairment losses recognized on intangible assets during the nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The cost and carrying value of available-for-sale investments were as follows (in thousands): September 30, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 4,608 $ 42 $ (95 ) $ 4,555 Marketable equity securities 10,545 7,988 (139 ) 18,394 Total available-for-sale investments $ 15,153 $ 8,030 $ (234 ) $ 22,949 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 8,909 $ 198 $ (65 ) $ 9,042 Marketable equity securities 14,780 7,335 (125 ) 21,990 Total available-for-sale investments $ 23,689 $ 7,533 $ (190 ) $ 31,032 There were no investments that had a material unrealized loss position as of September 30, 2015 or December 31, 2014 . The amortized cost and carrying value of investments in debt securities, by contractual maturity, are shown below. Actual maturity dates may differ from contractual maturity dates because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands): September 30, 2015 December 31, 2014 Amortized Cost Carrying Value Amortized Cost Carrying Value Due in one year or less $ 162 $ 161 $ 3,786 $ 3,958 Due after one year through five years 2,689 2,617 3,310 3,255 Due after five years 1,757 1,777 1,813 1,829 Total $ 4,608 $ 4,555 $ 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 September 30, 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 and nine months ended September 30, 2015 and 2014 . Marketable Equity Securities The Company’s investment in marketable equity securities was $18.4 million at September 30, 2015 , and principally consisted of common stock of publicly traded small-capitalization companies in the U.S. and select foreign markets. At September 30, 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 and nine months ended September 30, 2015 and 2014 . Other Investments The Company owned the following investments that are not classified as available-for-sale (in thousands): September 30, 2015 December 31, 2014 Carrying Value Voting Interest Carrying Value Voting Interest Investment in Synthonics $ 2,170 18.3 % $ 2,170 19.6 % Investment in Mindjet: Investment in common stock $ — 19.3 % $ 6,611 15.0 % Investment in preferred stock 1,312 — % 15,858 13.4 % $ 1,312 19.3 % $ 22,469 28.4 % Total $ 3,482 $ 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 9 “Related-Party Transactions.” Investment in Mindjet: During the three months ended September 30, 2015 , Mindjet, Inc. (“Mindjet”) raised additional capital from existing shareholders. The Company elected not to participate in the offering and as a result, the Company’s existing investment in preferred stock was converted to common stock at five shares of preferred stock for one share of common stock, and the Company’s investment in convertible debt was converted into nonvoting preferred stock resulting in a decline in the Company’s voting ownership to 19.3% . In addition, the Company lost its right to a board seat. Given the current voting interest and loss of board representation, the Company determined it no longer had significant influence over the operating and financial policies of Mindjet and therefore discontinued the equity method of accounting during the third quarter of 2015. The remaining investment was held at cost at September 30, 2015. At September 30, 2015 the Company’s total carrying value in Mindjet was $2.2 million , comprised of $1.3 million in preferred stock and a note receivable of $851,000 that is expected to be converted into additional preferred stock during the fourth quarter of 2015. The Company had previously accounted for the investment in common stock using the equity method of accounting, which resulted in recording a loss of $1.9 million and $3.4 million in the condensed consolidated statement of operations and comprehensive income or loss for the three and nine months ended September 30, 2015 , respectively, and a loss of $410,000 and $1.6 million for the three and nine months ended September 30, 2014 , respectively. The Company’s share of the losses reported by Mindjet during the third quarter of 2015 were allocated to the carrying value of the common stock investment until it reached zero , and then to the preferred stock and convertible debt. During the nine months ended September 30, 2015 , the Company recorded a $20.7 million impairment loss on the investment in Mindjet common and preferred shares as the estimated fair value was less than the carrying value due to significantly increased, and continuing operating losses and resulting liquidity issues, actual financial results significantly less than projections, and decreased market conditions that have adversely affected the value of Mindjet. Such loss was recorded in impairment on investments in the condensed consolidated statement of operations and comprehensive income or loss. The fair value of the investment in Mindjet was based on an analysis of the financial and operational aspects of the company, including consideration of business enterprise value-to-revenue ratios for comparable public companies to current revenue metrics for the company. Determination of the business enterprise value based on the foregoing was then considered in an analysis of the distribution of equity value to the various classes of debt and equity issued by Mindjet in order to reflect differences in value due to differing liquidation preferences, dividend and voting rights. The fair value approach relied primarily on Level 3 unobservable inputs, whereby expected future cash flows were determined using revenue multiples that included assumptions regarding an entity’s assumptions about risk and uncertainties. The estimates were based upon assumptions believed to be reasonable, but which by their nature are uncertain and unpredictable. It is reasonably possible that the Company’s ownership percentage in Mindjet will continue to decline as other shareholders fund the ongoing operations with additional equity capital and upon conversion of notes in the fourth quarter of 2015. The Company does not anticipate investing any additional capital into Mindjet. The carrying value of the Company’s investment in Mindjet 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 circumstances may continue to deteriorate which could require the Company to record additional impairment losses on the remaining investment balances. 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 it was 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 | 9 Months Ended |
Sep. 30, 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 year ended December 31, 2014 , $5.6 million in equity securities were transferred from Level 1 to Level 2 as a result of low trading volume and a wide bid/ask spread. There were no significant transfers from Level 2 to Level 1 during the year ended December 31, 2014 . There were no significant transfers between Level 1 and Level 2 during the nine months ended September 30, 2015 . The Company’s policy is to recognize transfers between levels at the end of the reporting period. At September 30, 2015 (in thousands): Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at September 30, 2015 Assets Available-for-sale equity securities (1) $ 10,479 $ 7,915 $ 18,394 Available-for-sale debt securities (1) $ 4,555 $ 4,555 Liabilities Contingent Consideration (2) $ 2,707 $ 2,707 At December 31, 2014 (in thousands): Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2014 Assets Available-for-sale equity securities (1) $ 10,892 $ 11,098 $ 21,990 Available-for-sale debt securities (1) $ 6,380 $ 6,380 Liabilities Contingent Consideration (2) $ 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) Included in this caption is the contingent consideration that the Company entered into as part of the acquisition of Citizens Homes, Inc. (“Citizens”). 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 sixth 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 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. 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 13.4% plus the applicable risk-free rate resulting in a combined discount rate ranging from 13.2% to 14.1% over the contingent consideration period. The volatility rate of 21.3% and a credit spread of 10.7% were applied to forecast adjusted net income over the contingent consideration period. The change in estimated fair value of the contingent consideration was $1.2 million for the nine months ended September 30, 2015 . Non-Recurring Fair Value Measurements Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. The following tables set forth the Company’s non-financial assets that were measured at fair value on a non-recurring basis for the nine months ended September 30, 2015 , and for the year ended December 31, 2014 , by level within the fair value hierarchy. Nine Months Ended September 30, 2015 (in thousands): Asset Description Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss Oil and gas wells (1) $ 2,542 $ (1,816 ) Real estate and development costs (2) $ 3,400 $ (274 ) Real estate and development costs (3) $ 1,326 $ (1,875 ) Investment in unconsolidated affiliate (4) $ 2,163 $ (20,696 ) (1) During the nine months ended September 30, 2015 , the Company recorded an impairment loss to write down the value of capitalized development costs related to its oil and gas wells. The estimated fair value of the wells 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. (2) The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss. 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 real estate segment. (3) The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss. The loss was reported in the condensed consolidated statement of operations and comprehensive income or loss within loss from discontinued agribusiness operations, net of tax and was included in the results of operations of the discontinued agribusiness segment. (4) The Company had a non-recurring fair value measurement on its investment in Mindjet that resulted in an impairment loss discussed in Note 4 “Investments.” Year Ended December 31, 2014 (in thousands): Asset Description Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss 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) 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 . (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 September 30, 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 was 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): September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial assets: Investments in unconsolidated affiliates equity securities $ 3,482 $ 7,986 $ 18,028 $ 18,028 Investments in unconsolidated affiliates debt securities $ 2,662 $ 7,964 Financial liabilities: Debt $ 170,150 $ 176,264 $ 135,451 $ 150,143 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table details the Company’s outstanding debt (in thousands): September 30, 2015 December 31, 2014 No stated interest, payments through 2017 $ 1,935 3% to 4.75% payments through 2017 82,308 $ 52,379 5% to 5.5% payments through 2017 5,633 6,918 8% payments through 2018 4,000 Senior Notes: 8.5% payments through 2017 74,670 74,550 10% payments through 2017 1,604 1,604 Total debt $ 170,150 $ 135,451 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 September 30, 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 September 30, 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 September 30, 2015 . 1) Minimum Unlevered Asset Pool: UCP must maintain $50 million of consolidated tangible assets not subject to liens securing indebtedness. At September 30, 2015 , UCP’s consolidated tangible assets not subject to liens securing indebtedness was $167.1 million . 2) Minimum Net Worth: UCP must maintain a minimum net worth of $175 million . At September 30, 2015 , UCP’s minimum net worth was $236.1 million . 3) Minimum Liquidity: UCP must maintain a minimum of $15 million of unrestricted cash and/or cash equivalents. At September 30, 2015 , UCP’s unrestricted cash and/or cash equivalents was $22.6 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 nine months ended September 30, 2015 , UCP’s consolidated tangible assets increased $42.6 million . b) $50 million at any time. Since October 21, 2014, UCP’s consolidated tangible assets increased $112.5 million . Other: As of September 30, 2015 , the Company had approximately $92.1 million of unused loan commitments within the real estate operations. As of December 31, 2014 , the Company had approximately $87.3 million of unused loan commitments within the real estate operations. The Company capitalized $3.1 million and $8.5 million of interest during the three and nine months ended September 30, 2015 , respectively, and $701,000 and $1.6 million of interest during the three and nine months ended September 30, 2014 , respectively, related to construction and real estate development costs. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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, the Company 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 the Company may be unsupported, exaggerated or unrelated to possible outcomes, and as such, are not meaningful indicators of the potential liability. The Company regularly reviews contingencies to determine the adequacy of 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 the Company’s 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 the Company’s 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 office space was $511,000 and $1.7 million for the three and nine months ended September 30, 2015 , respectively, and was $441,000 and $1.3 million for the three and nine months ended September 30, 2014 , respectively. Future minimum payments under all operating leases are as follows (in thousands): Year ended December 31, 2015 $ 400 2016 1,547 2017 1,414 2018 1,289 2019 531 Thereafter 159 Total $ 5,340 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income or Loss | 9 Months Ended |
Sep. 30, 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): September 30, 2015 December 31, 2014 Net unrealized gain on available-for-sale investments $ 5,068 $ 4,773 Foreign currency translation (141 ) (56 ) Accumulated other comprehensive income $ 4,927 $ 4,717 The unrealized gain on available-for-sale investments is net of a deferred income tax liability of $2.7 million at September 30, 2015 and $2.6 million 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Beginning balance $ 4,963 $ 660 $ 4,717 $ 232 Unrealized gain (loss) on marketable securities, net of tax 83 (202 ) 672 841 Unrealized gain reclassified and recognized in net loss, net of tax (1) (71 ) (565 ) (377 ) (1,178 ) Accumulated foreign currency translation reclassified and recognized in net loss, net of tax (2) 2 342 Total reclassified and recognized in net loss, net of tax (69 ) (565 ) (35 ) (1,178 ) Change in accumulated foreign currency translation, net of tax (50 ) 247 (427 ) 245 Net change in other comprehensive income (loss), net of tax (36 ) (520 ) 210 (92 ) Accumulated other comprehensive income $ 4,927 $ 140 $ 4,927 $ 140 (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. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Deferred Compensation At September 30, 2015 and December 31, 2014 , the Company had $25.5 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 September 30, 2015 and 2014 was expense of $90,000 and a recovery of $414,000 , respectively, and for the nine months ended September 30, 2015 and 2014 was expense of $1.1 million and expense of $600,000 , 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 Synthonics 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 September 30, 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. The outstanding balance and accrued interest was repaid in April 2015. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 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, Corporate, and Discontinued Agribusiness Operations. 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): September 30, 2015 December 31, 2014 Assets: Water resource and water storage operations $ 185,677 $ 186,294 Real estate operations 427,993 384,855 Corporate 48,128 80,741 Discontinued agribusiness operations 14,028 152,554 Total assets $ 675,826 $ 804,444 Segment revenues and income (loss) before taxes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue and other income: Water resource and water storage operations $ 3,468 $ 1,087 $ 4,191 $ 1,464 Real estate operations 73,777 55,794 172,243 145,212 Corporate 846 2,277 (17,911 ) 6,455 Total revenue and other income $ 78,091 $ 59,158 $ 158,523 $ 153,131 Income (loss) before income taxes: Water resource and water storage operations $ 834 $ (1,131 ) $ (1,907 ) $ (4,965 ) Real estate operations 3,839 (795 ) (1,661 ) (6,251 ) Corporate (3,574 ) (3,063 ) (31,248 ) (7,224 ) Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates $ 1,099 $ (4,989 ) $ (34,816 ) $ (18,440 ) |
Discontinued Agribusiness Opera
Discontinued Agribusiness Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Agribusiness Operations | Discontinued Agribusiness Operations On July 13, 2015 , the Company entered into an agreement to sell substantially all of the assets used in its agribusiness segment to CHS for a net selling price of $105.3 million . The transaction closed on July 31, 2015 . The selling price was determined primarily as an amount equal to $127 million less an estimated $22 million working capital balance adjustment. The final sale price is subject to change upon final calculation of the working capital balance to be determined within 90 days from the date the sale closed. If the final working capital balance is less than the estimated working capital balance, the Company will pay CHS for the shortfall, however the Company will receive additional proceeds if the final working capital balance is greater than the estimated working capital balance. After repayment of $80.9 million of outstanding debt and $5.9 million in selling and other related costs of the sale, the Company received net proceeds of $18.4 million on the date of close. The Company was required to deposit $10.2 million of such net proceeds in two separate escrow accounts, which is presented within accounts receivable in the table below. The first escrow account required $6 million to secure general indemnification obligations and for refund of any difference in the final working capital balance. Any balance remaining after payment of indemnification claims will be released 18 months from the closing date of the sale. The second escrow account required $4.2 million for specified operational matters (“operational escrow”). Specified amounts of the operational escrow related to proposed amendments to two environmental permits related to plant operations that are in process, but were not received prior to the closing date of the sale. The first matter related to certain waste water issues at the plant that required a deposit of $1.8 million and the second matter relates to plant air quality issues that required a $2.4 million deposit. During October 2015, the air quality issue was resolved and the Company received the entire $2.4 million deposit. In the event that the waste water permit amendment is not approved by the relevant regulatory authorities, the deposit in the operational escrow will be paid to CHS in satisfaction of the matter. Conversely, if the amendment is approved, the entire deposit will be released to the Company. The Company anticipates resolution within the next six months. Such escrowed balances have been recorded at an estimated fair value that reflects the Company’s expectation that the majority of these funds will eventually be released to the Company. However, any amounts paid by out of these escrow accounts to CHS in excess of the estimate will result in additional loss on the sale. The Company also guaranteed up to $8 million for any indemnification claims in excess of the $6 million escrow pursuant to the terms of a guaranty agreement with CHS, which was executed at the closing. This guaranty will remain in force for five years from the date of sale. The guaranty has been recorded at estimated fair value that reflects the Company’s expectation that no significant amounts will be paid out under the guaranty. However, any amounts paid by the Company to CHS in excess of the estimate will result in additional loss on the sale. During the three and nine months ended September 30, 2015 , the Company recorded losses of $1.3 million and $18.3 million , respectively, on the sale of discontinued agribusiness operations. Such losses were included in loss on sale of discontinued agribusiness operations in the accompanying condensed consolidated statement of operations and comprehensive income or loss. Although there are outstanding issues to resolve with respect to this sale as noted above, as of September 30, 2015, the Company does not expect to record any other significant expenses related to the operations or sale of the discontinued agribusiness operations. The assets of the Company’s discontinued agribusiness presented in the table below at September 30, 2015, were comprised primarily of the operational escrowed funds discussed above and cash. Any assets in excess of the resolution of the outstanding matters, and after payment of remaining liabilities, are available to the Company for any corporate purposes. The Company’s agribusiness segment qualified as held-for-sale at September 30, 2015 and has been classified as discontinued agribusiness operations in the accompanying condensed consolidated financial statements as of the earliest period presented. Consequently, prior periods presented have been recast from amounts previously reported to reflect the agribusiness segment as discontinued agribusiness operations. The following table presents the details of the Company’s results from discontinued agribusiness operations included in the condensed consolidated statement of operations and comprehensive income or loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue and other income: Sales of canola oil and meal $ 9,600 $ 41,144 $ 82,267 $ 124,963 Other 18 1,453 (50 ) 2,417 Total revenue and other income 9,618 42,597 82,217 127,380 Cost of goods sold: Cost of canola oil and meal sold (8,738 ) (38,319 ) (79,763 ) (103,501 ) Depreciation (18 ) (2,068 ) (4,360 ) (6,194 ) Other direct costs of production (1,155 ) (2,828 ) (5,938 ) (8,581 ) Total cost of goods sold (9,911 ) (43,215 ) (90,061 ) (118,276 ) Depreciation (37 ) (95 ) (110 ) Impairment loss on intangible and long-lived assets (1,875 ) Interest (428 ) (1,312 ) (3,259 ) (3,964 ) Plant costs and overhead (9,504 ) (3,254 ) (16,447 ) (9,992 ) Segment total expenses (19,843 ) (47,818 ) (111,737 ) (132,342 ) Loss from discontinued agribusiness operations, net of tax (10,225 ) (5,221 ) (29,520 ) (4,962 ) Loss on sale of discontinued agribusiness operations, net of tax (1) (1,348 ) (18,251 ) Net loss from discontinued agribusiness operations, net of tax (11,573 ) (5,221 ) (47,771 ) (4,962 ) Net (income) loss from discontinued agribusiness operations attributable to noncontrolling interests (16 ) 641 1,730 594 Net loss from discontinued agribusiness operations attributable to PICO Holdings, Inc. $ (11,589 ) $ (4,580 ) $ (46,041 ) $ (4,368 ) (1) Included within the loss on sale of discontinued agribusiness operations, net of tax for the nine months ended September 30, 2015 is a $16.9 million impairment loss on classification of assets as held-for-sale, which was recorded during the second quarter of 2015 . The following table presents the details of the Company’s discontinued agribusiness assets and liabilities classified as held-for-sale in the condensed consolidated balance sheets (in thousands): September 30, 2015 December 31, 2014 Assets Cash and cash equivalents $ 1,773 $ 301 Accounts receivable 10,756 3,311 Inventory 11,663 Real estate, net 1,276 5,889 Property, plant and equipment, net 223 116,793 Goodwill 4,702 Other assets 9,895 Total assets held-for-sale $ 14,028 $ 152,554 Liabilities Debt $ 84,045 Accounts payable and accrued expenses $ 1,041 8,186 Other liabilities 17 2,357 Total liabilities held-for-sale $ 1,058 $ 94,588 |
Real Estate and Tangible Wate19
Real Estate and Tangible Water Assets (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2015 December 31, 2014 Real estate and improvements held and used, net of accumulated depreciation of $11,558 and $10,899 at September 30, 2015 and December 31, 2014, respectively $ 9,914 $ 10,574 Residential real estate and home construction inventories 384,748 322,938 Other real estate inventories completed or under development 10,000 10,308 Tangible water assets 42,518 42,530 Total real estate and tangible water assets $ 447,180 $ 386,350 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 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 18,107 17,911 Total intangible assets $ 126,835 $ 126,612 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 4,608 $ 42 $ (95 ) $ 4,555 Marketable equity securities 10,545 7,988 (139 ) 18,394 Total available-for-sale investments $ 15,153 $ 8,030 $ (234 ) $ 22,949 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 8,909 $ 198 $ (65 ) $ 9,042 Marketable equity securities 14,780 7,335 (125 ) 21,990 Total available-for-sale investments $ 23,689 $ 7,533 $ (190 ) $ 31,032 |
Investments Classified by Contractual Maturity Date | The amortized cost and carrying value of investments in debt securities, by contractual maturity, are shown below. Actual maturity dates may differ from contractual maturity dates because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands): September 30, 2015 December 31, 2014 Amortized Cost Carrying Value Amortized Cost Carrying Value Due in one year or less $ 162 $ 161 $ 3,786 $ 3,958 Due after one year through five years 2,689 2,617 3,310 3,255 Due after five years 1,757 1,777 1,813 1,829 Total $ 4,608 $ 4,555 $ 8,909 $ 9,042 |
Fair Value, by Balance Sheet Grouping | The Company owned the following investments that are not classified as available-for-sale (in thousands): September 30, 2015 December 31, 2014 Carrying Value Voting Interest Carrying Value Voting Interest Investment in Synthonics $ 2,170 18.3 % $ 2,170 19.6 % Investment in Mindjet: Investment in common stock $ — 19.3 % $ 6,611 15.0 % Investment in preferred stock 1,312 — % 15,858 13.4 % $ 1,312 19.3 % $ 22,469 28.4 % Total $ 3,482 $ 24,639 |
Disclosures About Fair Value (T
Disclosures About Fair Value (Tables) | 9 Months Ended |
Sep. 30, 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 year ended December 31, 2014 , $5.6 million in equity securities were transferred from Level 1 to Level 2 as a result of low trading volume and a wide bid/ask spread. There were no significant transfers from Level 2 to Level 1 during the year ended December 31, 2014 . There were no significant transfers between Level 1 and Level 2 during the nine months ended September 30, 2015 . The Company’s policy is to recognize transfers between levels at the end of the reporting period. At September 30, 2015 (in thousands): Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at September 30, 2015 Assets Available-for-sale equity securities (1) $ 10,479 $ 7,915 $ 18,394 Available-for-sale debt securities (1) $ 4,555 $ 4,555 Liabilities Contingent Consideration (2) $ 2,707 $ 2,707 At December 31, 2014 (in thousands): Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2014 Assets Available-for-sale equity securities (1) $ 10,892 $ 11,098 $ 21,990 Available-for-sale debt securities (1) $ 6,380 $ 6,380 Liabilities Contingent Consideration (2) $ 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) Included in this caption is the contingent consideration that the Company entered into as part of the acquisition of Citizens Homes, Inc. (“Citizens”). 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 sixth 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 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. 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 13.4% plus the applicable risk-free rate resulting in a combined discount rate ranging from 13.2% to 14.1% over the contingent consideration period. The volatility rate of 21.3% and a credit spread of 10.7% were applied to forecast adjusted net income over the contingent consideration period. The change in estimated fair value of the contingent consideration was $1.2 million for the nine months ended September 30, 2015 . |
Fair Value Measurements on a Non-Recurring Basis | The following tables set forth the Company’s non-financial assets that were measured at fair value on a non-recurring basis for the nine months ended September 30, 2015 , and for the year ended December 31, 2014 , by level within the fair value hierarchy. Nine Months Ended September 30, 2015 (in thousands): Asset Description Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss Oil and gas wells (1) $ 2,542 $ (1,816 ) Real estate and development costs (2) $ 3,400 $ (274 ) Real estate and development costs (3) $ 1,326 $ (1,875 ) Investment in unconsolidated affiliate (4) $ 2,163 $ (20,696 ) (1) During the nine months ended September 30, 2015 , the Company recorded an impairment loss to write down the value of capitalized development costs related to its oil and gas wells. The estimated fair value of the wells 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. (2) The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss. 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 real estate segment. (3) The Company had a non-recurring fair value measurement for real estate and capitalized development costs that resulted in an impairment loss. The loss was reported in the condensed consolidated statement of operations and comprehensive income or loss within loss from discontinued agribusiness operations, net of tax and was included in the results of operations of the discontinued agribusiness segment. (4) The Company had a non-recurring fair value measurement on its investment in Mindjet that resulted in an impairment loss discussed in Note 4 “Investments.” Year Ended December 31, 2014 (in thousands): Asset Description Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss 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) 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 . (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): September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial assets: Investments in unconsolidated affiliates equity securities $ 3,482 $ 7,986 $ 18,028 $ 18,028 Investments in unconsolidated affiliates debt securities $ 2,662 $ 7,964 Financial liabilities: Debt $ 170,150 $ 176,264 $ 135,451 $ 150,143 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Consolidated Debt | The following table details the Company’s outstanding debt (in thousands): September 30, 2015 December 31, 2014 No stated interest, payments through 2017 $ 1,935 3% to 4.75% payments through 2017 82,308 $ 52,379 5% to 5.5% payments through 2017 5,633 6,918 8% payments through 2018 4,000 Senior Notes: 8.5% payments through 2017 74,670 74,550 10% payments through 2017 1,604 1,604 Total debt $ 170,150 $ 135,451 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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 $ 400 2016 1,547 2017 1,414 2018 1,289 2019 531 Thereafter 159 Total $ 5,340 |
Accumulated Other Comprehensi25
Accumulated Other Comprehensive Income or Loss (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Beginning balance $ 4,963 $ 660 $ 4,717 $ 232 Unrealized gain (loss) on marketable securities, net of tax 83 (202 ) 672 841 Unrealized gain reclassified and recognized in net loss, net of tax (1) (71 ) (565 ) (377 ) (1,178 ) Accumulated foreign currency translation reclassified and recognized in net loss, net of tax (2) 2 342 Total reclassified and recognized in net loss, net of tax (69 ) (565 ) (35 ) (1,178 ) Change in accumulated foreign currency translation, net of tax (50 ) 247 (427 ) 245 Net change in other comprehensive income (loss), net of tax (36 ) (520 ) 210 (92 ) Accumulated other comprehensive income $ 4,927 $ 140 $ 4,927 $ 140 (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): September 30, 2015 December 31, 2014 Net unrealized gain on available-for-sale investments $ 5,068 $ 4,773 Foreign currency translation (141 ) (56 ) Accumulated other comprehensive income $ 4,927 $ 4,717 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of Assets from Segment to Consolidated | Segment assets (in thousands): September 30, 2015 December 31, 2014 Assets: Water resource and water storage operations $ 185,677 $ 186,294 Real estate operations 427,993 384,855 Corporate 48,128 80,741 Discontinued agribusiness operations 14,028 152,554 Total assets $ 675,826 $ 804,444 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Segment revenues and income (loss) before taxes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue and other income: Water resource and water storage operations $ 3,468 $ 1,087 $ 4,191 $ 1,464 Real estate operations 73,777 55,794 172,243 145,212 Corporate 846 2,277 (17,911 ) 6,455 Total revenue and other income $ 78,091 $ 59,158 $ 158,523 $ 153,131 Income (loss) before income taxes: Water resource and water storage operations $ 834 $ (1,131 ) $ (1,907 ) $ (4,965 ) Real estate operations 3,839 (795 ) (1,661 ) (6,251 ) Corporate (3,574 ) (3,063 ) (31,248 ) (7,224 ) Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates $ 1,099 $ (4,989 ) $ (34,816 ) $ (18,440 ) |
Discontinued Agribusiness Ope27
Discontinued Agribusiness Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following table presents the details of the Company’s results from discontinued agribusiness operations included in the condensed consolidated statement of operations and comprehensive income or loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue and other income: Sales of canola oil and meal $ 9,600 $ 41,144 $ 82,267 $ 124,963 Other 18 1,453 (50 ) 2,417 Total revenue and other income 9,618 42,597 82,217 127,380 Cost of goods sold: Cost of canola oil and meal sold (8,738 ) (38,319 ) (79,763 ) (103,501 ) Depreciation (18 ) (2,068 ) (4,360 ) (6,194 ) Other direct costs of production (1,155 ) (2,828 ) (5,938 ) (8,581 ) Total cost of goods sold (9,911 ) (43,215 ) (90,061 ) (118,276 ) Depreciation (37 ) (95 ) (110 ) Impairment loss on intangible and long-lived assets (1,875 ) Interest (428 ) (1,312 ) (3,259 ) (3,964 ) Plant costs and overhead (9,504 ) (3,254 ) (16,447 ) (9,992 ) Segment total expenses (19,843 ) (47,818 ) (111,737 ) (132,342 ) Loss from discontinued agribusiness operations, net of tax (10,225 ) (5,221 ) (29,520 ) (4,962 ) Loss on sale of discontinued agribusiness operations, net of tax (1) (1,348 ) (18,251 ) Net loss from discontinued agribusiness operations, net of tax (11,573 ) (5,221 ) (47,771 ) (4,962 ) Net (income) loss from discontinued agribusiness operations attributable to noncontrolling interests (16 ) 641 1,730 594 Net loss from discontinued agribusiness operations attributable to PICO Holdings, Inc. $ (11,589 ) $ (4,580 ) $ (46,041 ) $ (4,368 ) (1) Included within the loss on sale of discontinued agribusiness operations, net of tax for the nine months ended September 30, 2015 is a $16.9 million impairment loss on classification of assets as held-for-sale, which was recorded during the second quarter of 2015 . The following table presents the details of the Company’s discontinued agribusiness assets and liabilities classified as held-for-sale in the condensed consolidated balance sheets (in thousands): September 30, 2015 December 31, 2014 Assets Cash and cash equivalents $ 1,773 $ 301 Accounts receivable 10,756 3,311 Inventory 11,663 Real estate, net 1,276 5,889 Property, plant and equipment, net 223 116,793 Goodwill 4,702 Other assets 9,895 Total assets held-for-sale $ 14,028 $ 152,554 Liabilities Debt $ 84,045 Accounts payable and accrued expenses $ 1,041 8,186 Other liabilities 17 2,357 Total liabilities held-for-sale $ 1,058 $ 94,588 |
Basis of Presentation and Sum28
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Impairment loss on classification of assets as held-for-sale, net of tax | $ 1,348 | $ 16,900 | $ 18,251 |
Real Estate and Tangible Wate29
Real Estate and Tangible Water Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Real Estate and Tangible Water Assets [Line Items] | |||||
Real estate and improvements | $ 9,914 | $ 9,914 | $ 10,574 | ||
Residential real estate and home construction inventories | 384,748 | 384,748 | 322,938 | ||
Other real estate inventories completed or under development | 10,000 | 10,000 | 10,308 | ||
Water and Water Rights | 42,518 | 42,518 | 42,530 | ||
Total real estate and tangible water assets | 447,180 | 447,180 | 386,350 | ||
Asset impairment charge | 3,500 | ||||
Accumulated amortization | 11,558 | 11,558 | 10,899 | ||
Loss on real estate | 274 | 2,865 | |||
Water resource and water storage operations | |||||
Real Estate and Tangible Water Assets [Line Items] | |||||
Water and Water Rights | 0 | ||||
Real Estate Operations | |||||
Real Estate and Tangible Water Assets [Line Items] | |||||
Other real estate inventories completed or under development | 1,400 | ||||
Loss on real estate | $ 2,900 | ||||
Leasehold Improvements | |||||
Real Estate and Tangible Water Assets [Line Items] | |||||
Amortization | $ 219 | $ 219 | $ 659 | $ 659 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 126,835 | $ 126,612 |
Intangibles impairment | 2,282 | |
Pipeline and Water Rights | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 5,600 | |
Fair value of intangibles | 3,300 | |
Intangibles impairment | 0 | 2,300 |
Fish Springs Ranch | Pipeline and Water Rights | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 83,897 | 83,897 |
Carson-Lyon | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 24,831 | 24,804 |
Other Properties | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 18,107 | $ 17,911 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities | ||
Debt securities, Cost | $ 4,608 | $ 8,909 |
Debt securities, Carrying Value | 4,555 | 9,042 |
Total, Cost | 15,153 | 23,689 |
Total, Gross Unrealized Gains | 8,030 | 7,533 |
Total, Gross Unrealized Losses | (234) | (190) |
Total, Carrying Value | 22,949 | 31,032 |
Available-for-sale Securities, Debt Maturities [Abstract] | ||
Due in one year or less, Amortized Cost | 162 | 3,786 |
Due after one year through five years, Amortized Cost | 2,689 | 3,310 |
Due after five years, Amortized Cost | 1,757 | 1,813 |
Due in one year or less, Carrying Value | 161 | 3,958 |
Due after one year through five years, Carrying Value | 2,617 | 3,255 |
Due after five years, Carrying Value | 1,777 | 1,829 |
Corporate Bond Securities | ||
Schedule of Available-for-sale Securities | ||
Debt securities, Cost | 4,608 | 8,909 |
Debt securities, Gross Unrealized Gains | 42 | 198 |
Debt securities, Gross Unrealized Losses | (95) | (65) |
Debt securities, Carrying Value | 4,555 | 9,042 |
Equity Securities | ||
Schedule of Available-for-sale Securities | ||
Marketable equity securities, Cost | 10,545 | 14,780 |
Marketable equity securities, Gross Unrealized Gains | 7,988 | 7,335 |
Marketable equity securities, Gross Unrealized Losses | (139) | (125) |
Marketable equity securities, carrying value | $ 18,394 | $ 21,990 |
Investments - Schedule for Cost
Investments - Schedule for Cost and Equity Method Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||
Other investments | $ 3,482,000 | $ 24,639,000 | $ 3,482,000 | ||
Equity in loss of unconsolidated affiliate | $ (1,942,000) | $ (410,000) | (3,422,000) | $ (1,569,000) | |
Impairment on preferred shares | 20,696,000 | ||||
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% | 18.30% | ||
Mindjet | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Other investments | $ 2,200,000 | $ 2,200,000 | |||
Voting interest percentage | 19.30% | 19.30% | |||
Conversion ratio | 0.2 | 0.2 | |||
Impairment on preferred shares | $ 1,100,000 | $ 20,700,000 | |||
Minimum damages | $ 0 | 0 | |||
Maximum damages | 1,200,000 | 1,200,000 | |||
Equity Securities | Mindjet | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cost method investments | $ 1,312,000 | $ 15,858,000 | $ 1,312,000 | ||
Cost method, ownership percentage | 0.00% | 13.40% | 0.00% | ||
Equity method investments | $ 0 | $ 6,611,000 | $ 0 | ||
Equity method investments, ownership percentage | 19.30% | 15.00% | 19.30% | ||
Other investments | $ 1,312,000 | $ 22,469,000 | $ 1,312,000 | ||
Voting interest percentage | 19.30% | 28.40% | 19.30% | ||
Convertible Debt Securities | Mindjet | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Cost method investments | $ 851,000 | $ 851,000 |
Disclosures About Fair Value -
Disclosures About Fair Value - Fair Value of Assets and Liabilities on a Recurring Basis (Details) - USD ($) | Apr. 10, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | |||
Available-for-sale securities | $ 22,949,000 | $ 31,032,000 | |
Citizens Homes, Inc. | |||
Liabilities | |||
Contingent consideration, maximum | 6,000,000 | ||
Performance period for achievement of contingent consideration related milestones | 5 years | ||
Contingent consideration, minimum | 0 | ||
Fair value adjustment for the nine months ended September 30, 2015 | $ 1,195,000 | ||
Contingent Consideration Liability | Citizens Homes, Inc. | |||
Liabilities | |||
Discount rate (percentage) | 13.40% | ||
Volatility rate (percentage) | 21.30% | ||
Credit risk (percentage) | 10.70% | ||
Minimum | Contingent Consideration Liability | Citizens Homes, Inc. | |||
Liabilities | |||
Discount rate (percentage) | 13.20% | ||
Maximum | Contingent Consideration Liability | Citizens Homes, Inc. | |||
Liabilities | |||
Discount rate (percentage) | 14.10% | ||
Fair Value, Measurements, Recurring | |||
Assets | |||
Available-for-sale securities | $ 18,394,000 | 21,990,000 | |
Available-for-sale debt maturities | 4,555,000 | 6,380,000 | |
Liabilities | |||
Contingent consideration | 2,707,000 | 3,902,000 | |
Fair Value, Measurements, Recurring | Quoted Prices In Active Markets for Identical Assets (Level 1) | |||
Assets | |||
Available-for-sale securities | 10,479,000 | 10,892,000 | |
Available-for-sale debt maturities | 4,555,000 | 6,380,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||
Assets | |||
Available-for-sale securities | $ 7,915,000 | $ 11,098,000 | |
Available-for-sale debt maturities | |||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||
Liabilities | |||
Contingent consideration | $ 2,707,000 | $ 3,902,000 | |
Equity Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Level 1 to Level 2 transfers | $ 5,600,000 |
Disclosures About Fair Value 34
Disclosures About Fair Value - Fair Value Measurements on a Non-Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Loss on intangible assets | $ (2,282) | |
Loss on tangible water and other assets | (3,509) | |
Loss on oil and gas wells | $ (1,816) | (4,428) |
Loss on real estate | (274) | (2,865) |
Loss on real estate and development costs | (1,875) | |
Loss on investments in unconsolidated affiliates equity securities held at cost | (20,696) | (1,078) |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Intangible water assets | 3,638 | |
Tangible water and other assets | 0 | |
Oil and gas wells | 2,542 | 1,730 |
Real estate | 3,400 | 1,357 |
Real estate and development costs | 1,326 | |
Investment in unconsolidated affiliates equity securities held at cost | $ 2,163 | $ 15,858 |
Disclosures About Fair Value 35
Disclosures About Fair Value - Carrying Values and Estimated Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Amount | ||
Financial assets: | ||
Investments in unconsolidated affiliates equity securities | $ 3,482 | $ 18,028 |
Investments in unconsolidated affiliates debt securities | 2,662 | |
Financial liabilities: | ||
Debt | $ 170,150 | 135,451 |
Estimated Fair Value | ||
Financial assets: | ||
Investments in unconsolidated affiliates equity securities | $ 7,986 | 18,028 |
Investments in unconsolidated affiliates debt securities | 7,964 | |
Financial liabilities: | ||
Debt | $ 176,264 | $ 150,143 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||||
Debt | $ 170,150,000 | $ 170,150,000 | $ 170,150,000 | $ 135,451,000 | ||
Interest costs capitalized | 3,100,000 | $ 701,000 | 8,500,000 | $ 1,600,000 | ||
Line of Credit | Real estate operations | ||||||
Debt Instrument [Line Items] | ||||||
Unused borrowing capacity | $ 92,100,000 | $ 92,100,000 | $ 92,100,000 | $ 87,300,000 | ||
No stated interest, payments through 2017 | Mortgage debt | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 0.00% | 0.00% | 0.00% | |||
Mortgages | $ 1,935,000 | $ 1,935,000 | $ 1,935,000 | |||
3% to 4.75% payments through 2017 | Mortgage debt | ||||||
Debt Instrument [Line Items] | ||||||
Mortgages | $ 82,308,000 | $ 82,308,000 | $ 82,308,000 | $ 52,379,000 | ||
3% to 4.75% payments through 2017 | Mortgage debt | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 3.00% | 3.00% | 3.00% | |||
3% to 4.75% payments through 2017 | Mortgage debt | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 4.75% | 4.75% | 4.75% | |||
5% to 5.5% payments through 2016 | Mortgage debt | ||||||
Debt Instrument [Line Items] | ||||||
Mortgages | $ 5,633,000 | $ 5,633,000 | $ 5,633,000 | $ 6,918,000 | ||
5% to 5.5% payments through 2016 | Mortgage debt | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 5.00% | 5.00% | 5.00% | |||
5% to 5.5% payments through 2016 | Mortgage debt | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 5.50% | 5.50% | 5.50% | |||
8% payments through 2018 | Mortgage debt | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 8.00% | 8.00% | 8.00% | |||
Mortgages | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | |||
8.5% Senior Notes Due in 2017 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt issued | $ 75,000,000 | |||||
8.5% Senior Notes Due in 2017 | Mortgage debt | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 8.50% | 8.50% | 8.50% | |||
Mortgages | $ 74,670,000 | $ 74,670,000 | $ 74,670,000 | 74,550,000 | ||
8.5% Senior Notes Due in 2017 | UCP | Senior Notes | ||||||
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 | 167,100,000 | 167,100,000 | 167,100,000 | |||
Minimum net worth required per covenant | 175,000,000 | |||||
Net worth | 236,100,000 | 236,100,000 | 236,100,000 | |||
Minimum cash and cash equivalents required per covenants | 15,000,000 | |||||
Cash and cash equivalents | $ 22,600,000 | 22,600,000 | 22,600,000 | |||
Maximum annual decrease in tangible assets allowed per covenant | 25,000,000 | |||||
Actual annual increase in tangible assets | 42,600,000 | |||||
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 | $ 112,500,000 | |||||
10% payments through 2017 | Mortgage debt | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (percent) | 10.00% | 10.00% | 10.00% | |||
Mortgages | $ 1,604,000 | $ 1,604,000 | $ 1,604,000 | $ 1,604,000 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Commitments (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 400 |
2,016 | 1,547 |
2,017 | 1,414 |
2,018 | 1,289 |
2,019 | 531 |
Thereafter | 159 |
Total | $ 5,340 |
Commitments and Contingencies38
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Leases [Abstract] | ||||
Rent | $ 511 | $ 441 | $ 1,700 | $ 1,300 |
Accumulated Other Comprehensi39
Accumulated Other Comprehensive Income or Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income [Abstract] | ||||||
Net unrealized appreciation on available-for-sale investments | $ 5,068 | $ 4,773 | ||||
Foreign currency translation | (141) | (56) | ||||
Accumulated other comprehensive income | $ 4,963 | $ 660 | $ 4,717 | $ 232 | 4,927 | 4,717 |
Deferred income tax liability | $ 2,700 | $ 2,600 | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||||
Beginning balance | 4,963 | 660 | 4,717 | 232 | ||
Unrealized gain (loss) on marketable securities, net of tax | 83 | (202) | 672 | 841 | ||
Unrealized (gain) loss reclassified and recognized in net loss, net of tax | (71) | $ (565) | (377) | $ (1,178) | ||
Accumulated foreign currency translation reclassified and recognized in net loss, net of tax | 2 | 342 | ||||
Total reclassified and recognized in net loss, net of tax | (69) | $ (565) | (35) | $ (1,178) | ||
Change in accumulated foreign currency translation, net of tax | (50) | 247 | (427) | 245 | ||
Total other comprehensive income (loss), net of tax | (36) | (520) | 210 | (92) | ||
Accumulated other comprehensive income | $ 4,927 | $ 140 | $ 4,927 | $ 140 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | Jan. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||||
Deferred compensation | $ 25,461 | $ 25,461 | $ 24,584 | |||
Deferred compensation expense | 90 | $ (414) | 1,100 | $ 600 | ||
Synthonics | ||||||
Related Party Transaction [Line Items] | ||||||
Cost method investments | $ 2,170 | $ 2,170 | $ 2,170 | |||
Cost method, ownership percentage | 18.30% | 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 | |||||
Stated interest rate (percent) | 15.00% | |||||
Rabbi Trusts | Trust for Benefit of Employees | ||||||
Related Party Transaction [Line Items] | ||||||
Cost basis | $ 2,300 | |||||
Proceeds from sale | $ 5,000 |
Segment Reporting - Assets and
Segment Reporting - Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting, Asset Reconciling Item | ||
Assets | $ 675,826 | $ 804,444 |
Water resource and water storage operations | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 185,677 | 186,294 |
Real estate operations | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 427,993 | 384,855 |
Corporate | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 48,128 | 80,741 |
Discontinued agribusiness operations | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | $ 14,028 | $ 152,554 |
Segment Reporting - Revenue (De
Segment Reporting - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting, Revenue Reconciling Item | ||||
Revenues | $ 78,091 | $ 59,158 | $ 158,523 | $ 153,131 |
Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates | 1,099 | (4,989) | (34,816) | (18,440) |
Water resource and water storage operations | ||||
Segment Reporting, Revenue Reconciling Item | ||||
Revenues | 3,468 | 1,087 | 4,191 | 1,464 |
Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates | 834 | (1,131) | (1,907) | (4,965) |
Real estate operations | ||||
Segment Reporting, Revenue Reconciling Item | ||||
Revenues | 73,777 | 55,794 | 172,243 | 145,212 |
Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates | 3,839 | (795) | (1,661) | (6,251) |
Corporate | ||||
Segment Reporting, Revenue Reconciling Item | ||||
Revenues | 846 | 2,277 | (17,911) | 6,455 |
Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates | $ (3,574) | $ (3,063) | $ (31,248) | $ (7,224) |
Discontinued Agribusiness Ope43
Discontinued Agribusiness Operations - Tables (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2015 | Dec. 31, 2014 | |
Revenues and other income: | |||||||
Sales of canola oil and meal | $ 9,600 | $ 41,144 | $ 82,267 | $ 124,963 | |||
Other | 18 | 1,453 | (50) | 2,417 | |||
Total revenue and other income | 9,618 | 42,597 | 82,217 | 127,380 | |||
Cost of goods sold: | |||||||
Cost of canola oil and meal sold | (8,738) | (38,319) | (79,763) | (103,501) | |||
Depreciation | (18) | (2,068) | (4,360) | (6,194) | |||
Other direct costs of production | (1,155) | (2,828) | (5,938) | (8,581) | |||
Total cost of goods sold | $ (9,911) | (43,215) | (90,061) | (118,276) | |||
Depreciation | $ (37) | (95) | $ (110) | ||||
Impairment loss on intangible and long-lived assets | (1,875) | ||||||
Interest | $ (428) | $ (1,312) | (3,259) | $ (3,964) | |||
Plant costs and overhead | (9,504) | (3,254) | (16,447) | (9,992) | |||
Segment total expenses | (19,843) | (47,818) | (111,737) | (132,342) | |||
Loss from discontinued agribusiness operations, net of tax | (10,225) | $ (5,221) | (29,520) | $ (4,962) | |||
Loss on sale of discontinued agribusiness operations, net of tax (1) | 1,348 | $ 16,900 | 18,251 | ||||
Loss from discontinued agribusiness operations, net of tax | (11,573) | $ (5,221) | (47,771) | $ (4,962) | |||
Net (income) loss from discontinued agribusiness operations attributable to noncontrolling interests | (16) | 641 | 1,730 | 594 | |||
Net loss from discontinued agribusiness operations attributable to PICO Holdings, Inc. | (11,589) | (4,580) | (46,041) | (4,368) | |||
Assets | |||||||
Cash and cash equivalents | 1,773 | $ 482 | 1,773 | $ 482 | $ 301 | ||
Accounts receivable | $ 10,756 | $ 10,756 | 3,311 | ||||
Inventory | 11,663 | ||||||
Real estate, net | $ 1,276 | $ 1,276 | 5,889 | ||||
Property, plant and equipment, net | $ 223 | $ 223 | 116,793 | ||||
Goodwill | 4,702 | ||||||
Other assets | 9,895 | ||||||
Total assets held-for-sale | $ 14,028 | $ 14,028 | 152,554 | ||||
Liabilities | |||||||
Debt | $ 80,900 | 84,045 | |||||
Accounts payable and accrued expenses | $ 1,041 | $ 1,041 | 8,186 | ||||
Other liabilities | 17 | 17 | 2,357 | ||||
Total liabilities held-for-sale | $ 1,058 | $ 1,058 | $ 94,588 |
Discontinued Agribusiness Ope44
Discontinued Agribusiness Operations - Narrative (Details) $ in Thousands | Jul. 31, 2015USD ($)accountpermit | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gross selling price | $ 105,300 | ||||||
Selling price | 127,000 | ||||||
Working capital adjustment | $ 22,000 | ||||||
Period to determine final working capital adjustment | 90 days | ||||||
Debt | $ 80,900 | $ 84,045 | |||||
Selling and other related costs | 5,900 | ||||||
Net proceeds | 18,400 | ||||||
Escrow deposit | $ 10,200 | ||||||
Number of escrow accounts | account | 2 | ||||||
Number of environmental permits | permit | 2 | ||||||
Period for resolution of operational matters | 6 months | ||||||
Impairment loss on classification of assets as held-for-sale, net of tax | $ (1,348) | $ (16,900) | $ (18,251) | ||||
Indemnification Agreement | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Escrow deposit | $ 6,000 | ||||||
Period for release of escrow | 18 months | ||||||
Indemnification claims guaranteed in excess of escrow | $ 8,000 | ||||||
Period of guarantee | 5 years | ||||||
Performance Guarantee | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Escrow deposit | $ 4,200 | ||||||
Performance Guarantee, Waste Water | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Escrow deposit | 1,800 | ||||||
Performance Guarantee, Air Quality | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Escrow deposit | $ 2,400 |