Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
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 | 23,137,670 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 36,721 | $ 19,611 |
Investments ($3,354 and $25,071 measured at fair value at June 30, 2017 and December 31, 2016, respectively) | 4,665 | 26,383 |
Real estate and tangible water assets, net | 45,162 | 57,691 |
Intangible assets | 126,753 | 126,796 |
Other assets | 2,357 | 4,624 |
Assets held-for-sale | 432,894 | 440,689 |
Total assets | 648,552 | 675,794 |
Liabilities and equity | ||
Deferred compensation | 4,050 | 27,322 |
Other liabilities | 2,122 | 12,322 |
Accounts payable and accrued expenses | 505 | 1,015 |
Liabilities held-for-sale | 210,352 | 207,566 |
Total liabilities | 217,029 | 248,225 |
Commitments and contingencies | ||
Preferred stock, $0.001 par value; authorized 10,000 shares, none issued | ||
Common stock, $0.001 par value; authorized 100,000 shares, 23,140 issued and 23,138 outstanding at June 30, 2017, and 23,125 issued and 23,070 outstanding at December 31, 2016 | 23 | 23 |
Additional paid-in capital | 494,830 | 495,468 |
Accumulated deficit | (167,012) | (173,231) |
Accumulated other comprehensive income | 787 | 6,661 |
Treasury stock, at cost (common shares: 1 and 55 at June 30, 2017 and December 31, 2016, respectively) | (25) | (927) |
Total PICO Holdings, Inc. shareholders’ equity | 328,603 | 327,994 |
Noncontrolling interest in subsidiaries | 102,920 | 99,575 |
Total equity | 431,523 | 427,569 |
Total liabilities and equity | $ 648,552 | $ 675,794 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Unaudited (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Liabilities and equity | ||
Investments at fair value | $ 3,354 | $ 25,071 |
Par (in dollars per share) | $ 0.001 | $ 0.001 |
Authorized (in shares) | 10,000,000 | 10,000,000 |
Outstanding (in shares) | 0 | 0 |
Issued (in shares) | 0 | 0 |
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) | 23,140,000 | 23,125,000 |
Common stock, shares outstanding (in shares) | 23,138,000 | 23,070,000 |
Treasury stock, common shares held (in shares) | 1,000 | 55,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income or Loss - Unaudited - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues and other income: | ||||
Sale of real estate and water assets | $ 43 | $ 33 | $ 25,140 | $ 130 |
Other income, net | 8,591 | 817 | 9,687 | 1,504 |
Total revenues and other income | 8,634 | 850 | 34,827 | 1,634 |
Cost of sales and expenses: | ||||
Cost of real estate and water assets sold | 17 | 19 | 12,549 | 64 |
General, administrative, and other | 2,832 | 5,321 | 6,922 | 10,404 |
Depreciation and amortization | 36 | 181 | 134 | 540 |
Total cost of sales and expenses | 2,885 | 5,521 | 19,605 | 11,008 |
Income (loss) from continuing operations before income taxes | 5,749 | (4,671) | 15,222 | (9,374) |
Benefit (provision) for federal and state income taxes | (2,946) | 271 | (3,126) | 182 |
Income (loss) from continuing operations | 2,803 | (4,400) | 12,096 | (9,192) |
Income from discontinued operations, net of tax | 4,434 | 1,688 | 8,322 | 1,484 |
Loss on sale or impairment loss on classification of assets as held-for-sale, net of tax | (4,257) | (10) | (11,403) | (1,859) |
Net income (loss) from discontinued operations, net of tax | 177 | 1,678 | (3,081) | (375) |
Net income (loss) | 2,980 | (2,722) | 9,015 | (9,567) |
Net income attributable to noncontrolling interests | (1,405) | (675) | (2,796) | (634) |
Net income (loss) attributable to PICO Holdings, Inc. | 1,575 | (3,397) | 6,219 | (10,201) |
Other comprehensive income (loss): | ||||
Net income (loss) | 2,980 | (2,722) | 9,015 | (9,567) |
Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments | (5,309) | 489 | (5,899) | 529 |
Foreign currency translation | 9 | 18 | 25 | 27 |
Total other comprehensive income (loss), net of tax | (5,300) | 507 | (5,874) | 556 |
Comprehensive income (loss) | (2,320) | (2,215) | 3,141 | (9,011) |
Comprehensive income attributable to noncontrolling interests | (1,405) | (675) | (2,796) | (634) |
Comprehensive income (loss) attributable to PICO Holdings, Inc. | $ (3,725) | $ (2,890) | $ 345 | $ (9,645) |
Net income (loss) per common share – basic and diluted: | ||||
Income (loss) from continuing operations ($ per share) | $ 0.12 | $ (0.19) | $ 0.52 | $ (0.40) |
Loss from discontinued operations ($ per share) | (0.05) | 0.04 | (0.25) | (0.04) |
Net income (loss) per common share – basic and diluted ($ per share) | $ 0.07 | $ (0.15) | $ 0.27 | $ (0.44) |
Weighted average shares outstanding (number of shares) | 23,126 | 23,040 | 23,099 | 23,039 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of 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, 2015 | 23,116 | ||||||
Beginning balance at Dec. 31, 2015 | $ 434,004 | $ 23 | $ 494,207 | $ (151,366) | $ 4,961 | $ (1,413) | $ 87,592 |
Beginning balance, treasury stock (shares) at Dec. 31, 2015 | 78 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 1,280 | 1,102 | 178 | ||||
Exercise of restricted stock units (shares) | 9 | ||||||
Exercise of restricted stock units | 0 | ||||||
Withholding taxes paid on vested restricted stock units | (45) | (25) | (20) | ||||
Changes in ownership of noncontrolling interest | 0 | (1,846) | 1,846 | ||||
Acquisition of interests held by noncontrolling owners | (159) | (159) | |||||
Net income | (9,567) | (10,201) | 634 | ||||
Unrealized gain/loss on investments, net of deferred income tax and reclassification adjustments | 529 | 529 | |||||
Foreign currency translation | 27 | 27 | |||||
Ending balance (shares) at Jun. 30, 2016 | 23,125 | ||||||
Ending balance at Jun. 30, 2016 | 426,069 | $ 23 | 493,438 | (161,567) | 5,517 | $ (1,413) | 90,071 |
Ending balance, treasury stock (shares) at Jun. 30, 2016 | 78 | ||||||
Beginning balance (shares) at Dec. 31, 2015 | 23,116 | ||||||
Beginning balance at Dec. 31, 2015 | $ 434,004 | $ 23 | 494,207 | (151,366) | 4,961 | $ (1,413) | 87,592 |
Beginning balance, treasury stock (shares) at Dec. 31, 2015 | 78 | ||||||
Ending balance (shares) at Dec. 31, 2016 | 23,125 | 23,125 | |||||
Ending balance at Dec. 31, 2016 | $ 427,569 | $ 23 | 495,468 | (173,231) | 6,661 | $ (927) | 99,575 |
Ending balance, treasury stock (shares) at Dec. 31, 2016 | 55 | 55 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | $ 1,565 | 1,334 | 231 | ||||
Exercise of restricted stock units (shares) | 62 | ||||||
Exercise of restricted stock units | 0 | ||||||
Withholding taxes paid on vested restricted stock units | (832) | (711) | (121) | ||||
Changes in ownership of noncontrolling interest | 0 | (465) | 465 | ||||
Distribution to noncontrolling interest | (26) | (26) | |||||
Purchases of treasury stock (shares) | 47 | ||||||
Purchases of treasury stock | (690) | $ (690) | |||||
Retirement of treasury stock (shares) | (47) | (47) | |||||
Retirement of treasury stock | 0 | (690) | $ 690 | ||||
Distribution of treasury stock to deferred compensation plan participant (former CEO) (shares) | (54) | ||||||
Distribution of treasury stock to deferred compensation plan participant (former CEO) | 796 | (106) | $ 902 | ||||
Net income | 9,015 | 6,219 | 2,796 | ||||
Unrealized gain/loss on investments, net of deferred income tax and reclassification adjustments | (5,899) | (5,899) | |||||
Foreign currency translation | $ 25 | 25 | |||||
Ending balance (shares) at Jun. 30, 2017 | 23,140 | 23,140 | |||||
Ending balance at Jun. 30, 2017 | $ 431,523 | $ 23 | $ 494,830 | $ (167,012) | $ 787 | $ (25) | $ 102,920 |
Ending balance, treasury stock (shares) at Jun. 30, 2017 | 1 | 1 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity - Unaudited (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Deferred income tax on unrealized gain on securities | $ 3,176 | $ 285 |
Reclassification adjustments netted against unrealized gain on securities | $ 9,179 | $ 133 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities: | ||
Cash provided by (used in) operating activities - continuing operations | $ 3,084 | $ (8,672) |
Cash used in operating activities - discontinued operations | (5,396) | (8,714) |
Net cash used in operating activities | (2,312) | (17,386) |
Investing activities: | ||
Purchases of investments | (552) | (758) |
Proceeds from sale of investments | 7,330 | 405 |
Purchases of property, plant and equipment | (5) | (71) |
Proceeds from sale of property, plant and equipment | 378 | 661 |
Cash provided by investing activities - continuing operations | 7,151 | 237 |
Cash provided by (used in) investing activities - discontinued operations | 5,890 | (712) |
Net cash provided by (used in) investing activities | 13,041 | (475) |
Financing activities: | ||
Payment of withholding taxes on exercise of restricted stock units | (556) | |
Purchases of treasury stock | (690) | |
Cash used in financing activities - continuing operations | (1,246) | 0 |
Cash provided by (used in) financing activities - discontinued operations | (3,232) | 5,998 |
Net cash provided by (used in) financing activities | (4,478) | 5,998 |
Increase (decrease) in cash and cash equivalents | 6,251 | (11,863) |
Cash and cash equivalents, beginning of the period | 60,980 | 57,400 |
Cash and cash equivalents, end of the period | 67,231 | 45,537 |
Less cash and cash equivalents of discontinued operations at the end of the period | 30,510 | 33,279 |
Cash and cash equivalents of continuing operations, end of the period | 36,721 | 12,258 |
Unpaid liability incurred for development costs | 395 | |
Issuance of common stock for vested restricted stock units | $ 2,571 | $ 189 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017 . 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, 2016 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 impairment losses, intangible assets, real estate and water assets, deferred income taxes, and stock-based compensation. It is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. Discontinued Operations: On April 10, 2017 , the Company’s majority owned subsidiary, UCP, Inc. (“UCP”), entered into a merger agreement with Century Communities, Inc. (“Century”) whereby each outstanding share of UCP common stock was converted into $5.32 in cash and 0.2309 of a newly issued share of Century common stock. As a result of the transaction, the Company received $55.3 million of cash and approximately 9% of Century’s common stock outstanding. The transaction closed on August 4, 2017 and as a result the Company will deconsolidate UCP as of the closing date. The assets and liabilities of UCP qualified as held-for-sale at June 30, 2017 and UCP’s results of operations have been classified as discontinued operations as of the earliest period presented. Consequently, prior periods presented have been recast from amounts previously reported to reflect UCP as discontinued operations. See Note 10 “Discontinued Operations” for additional information. Reincorporation: On May 31, 2017 , the Company changed its state of incorporation from California to Delaware. The reincorporation was approved by the requisite vote of shareholders at the Company’s Annual Meeting of Shareholders on May 4, 2017 . Other than the change in the state of incorporation, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s employees, including the Company’s management and board of directors. Furthermore, the Company’s common stock continues to trade on the Nasdaq Global Market. The reincorporation did not alter any shareholder’s percentage ownership interest or number of shares owned in the Company. In conjunction with the reincorporation, the Company authorized 10 million shares of preferred stock, par value $0.001 per share. Shares of preferred stock may be issued from time to time in one or more series which may be by distinguishing number, letter or title. However, without shareholder approval, the Company’s board of directors is only authorized to designate and/or issue, out of the unissued shares of preferred stock, one or more series of preferred stock in connection with the adoption of a tax benefit preservation plan. The issuance of preferred stock could, among other things, have the effect of delaying, deferring, discouraging or preventing a change in control of the Company and may adversely affect the market price of the Company’s common stock and the voting and other rights of the holders of common stock. Tax Benefit Preservation Plan: On July 24, 2017 , the Company’s board of directors adopted a tax benefit preservation plan (the “Plan”) designed to preserve the Company’s ability to utilize its net operating loss carryforwards as a result of certain stock ownership changes. Consequently, any person or group, together with its affiliates and associates (the “acquiring person”), acquiring beneficial ownership of 4.99% or more of the Company’s common stock after August 4, 2017 without the approval of the Company’s board of directors would be subjected to significant dilution in its holdings. Such dilution would occur as a consequence of each holder of a Right, other than Rights that are beneficially owned by the acquiring person, obtaining the right to purchase, upon exercise of a Right and payment of the purchase price, a number of shares of the Company’s common stock having a market value of two times the exercise price of the Right. Pursuant to the Plan, the Company issued one Right for each outstanding share of the Company’s common stock to shareholders of record at the close of business on August 4, 2017 . Prior to exercise, a Right does not give its holder any rights as a shareholder of the Company, including any dividend, voting or liquidation rights. |
Real Estate and Tangible Water
Real Estate and Tangible Water Assets | 6 Months Ended |
Jun. 30, 2017 | |
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): June 30, 2017 December 31, 2016 Real estate and improvements held and used, net of accumulated depreciation of $12,003 at June 30, 2017 and December 31, 2016, respectively $ 9,469 $ 9,469 Other real estate inventories completed or under development 5,724 5,724 Tangible water assets 29,969 42,498 Total real estate and tangible water assets $ 45,162 $ 57,691 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
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 (in thousands): June 30, 2017 December 31, 2016 Pipeline rights and water credits at Fish Springs Ranch $ 83,897 $ 83,897 Pipeline rights and water rights at Carson-Lyon 25,569 25,569 Other 17,287 17,330 Total intangible assets $ 126,753 $ 126,796 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The cost and carrying value of available-for-sale investments were as follows (in thousands): June 30, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 896 $ 13 $ (12 ) $ 897 Marketable equity securities 1,169 1,293 (5 ) 2,457 Total $ 2,065 $ 1,306 $ (17 ) $ 3,354 December 31, 2016 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 4,306 $ 82 $ (6 ) $ 4,382 Marketable equity securities 10,400 10,327 (38 ) 20,689 Total $ 14,706 $ 10,409 $ (44 ) $ 25,071 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): June 30, 2017 December 31, 2016 Amortized Cost Carrying Value Amortized Cost Carrying Value Due in one year or less $ 275 $ 275 $ 182 $ 183 Due after one year through five years 621 622 4,124 4,199 Total $ 896 $ 897 $ 4,306 $ 4,382 Debt Securities The Company owns corporate bonds which were purchased based on the maturity and yield-to-maturity of the bond and an analysis of the fundamental characteristics of the issuer. At June 30, 2017 and December 31, 2016 , there were no material unrealized losses on such bonds. There were no impairment losses recorded on debt securities during the three or six months ended June 30, 2017 and 2016 . Marketable Equity Securities The Company’s investment in marketable equity securities at June 30, 2017 principally consisted of common stock of publicly traded small-capitalization companies in the U.S. and select foreign markets. At June 30, 2017 , the Company reviewed its equity securities in an unrealized loss position and concluded certain 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 losses on those securities was normal market volatility. No material impairment losses were recorded during the three or six months ended June 30, 2017 and 2016 . |
Disclosures About Fair Value
Disclosures About Fair Value | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Disclosures About Fair Value | Disclosures About 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 under current market conditions 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). 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 Company’s policy is to recognize transfers between levels at the end of the reporting period. 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. There were no significant transfers between Level 1 and Level 2 during the six months ended June 30, 2017 or during the year ended December 31, 2016 . At June 30, 2017 (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 June 30, 2017 Assets Available-for-sale equity securities (1) $ 2,072 $ 385 $ 2,457 Available-for-sale debt securities (1) 897 897 Total $ 2,969 $ 385 $ 3,354 At December 31, 2016 (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, 2016 Assets Available-for-sale equity securities (1) $ 12,545 $ 8,144 $ 20,689 Available-for-sale debt securities (1) 4,382 4,382 Total $ 16,927 $ 8,144 $ 25,071 (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. 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. There were no non-financial assets that were measured at fair-value, on a non-recurring basis for the six months ended June 30, 2017 . The Company’s non-financial assets that were measured at fair value, on a non-recurring basis, by level within the fair value hierarchy for the year ended December 31, 2016 (in thousands) are as follows: 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) $ — $ 201 Investments in unconsolidated affiliates (2) $ — $ 2,170 (1) 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 statements 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) During the year ended December 31, 2016 , the Company recorded an impairment loss of $2.2 million on its investment in Synthonics, Inc. (“Synthonics”) as the estimated fair value was less than the carrying value. Such impairment loss reduced the carrying value to zero. The fair value approach relied primarily on Level 3 unobservable inputs, whereby the enterprise value was determined using book value multiples that included assumptions regarding an entity’s risks and uncertainties. The estimates were based upon assumptions believed to be reasonable, but which by their nature are uncertain and unpredictable. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 $103,000 and $178,000 for the three months ended June 30, 2017 and 2016 , respectively, and was $205,000 and $348,000 for the six months ended June 30, 2017 and 2016 , respectively. Future minimum payments under all operating leases are as follows (in thousands): Year ended December 31, 2017 $ 171 2018 348 2019 356 2020 166 2021 — Thereafter — Total $ 1,041 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 the financial statements 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The components of accumulated other comprehensive income are as follows (in thousands): June 30, 2017 December 31, 2016 Net unrealized gain on available-for-sale investments $ 838 $ 6,736 Foreign currency translation (51 ) (75 ) Accumulated other comprehensive income $ 787 $ 6,661 The unrealized gain on available-for-sale investments is net of a deferred income tax liability of $451,000 at June 30, 2017 and $3.6 million at December 31, 2016 . The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Beginning balance $ 6,087 $ 5,010 $ 6,661 $ 4,961 Unrealized gain reclassified and recognized in net loss, net of tax (1) (5,485 ) (83 ) (5,966 ) (86 ) Foreign exchange reclassified and recognized in net loss, net of tax (1) (2 ) 2 Total reclassified and recognized in net income or loss, net of tax (5,487 ) (83 ) (5,964 ) (86 ) Unrealized gain on marketable securities, net of tax 175 573 67 616 Accumulated currency, net of tax 12 17 23 26 Net change in other comprehensive income, net of tax (5,300 ) 507 (5,874 ) 556 Accumulated other comprehensive income $ 787 $ 5,517 $ 787 $ 5,517 (1) Amounts reclassified from this category are included in other income, net in the condensed consolidated statement of operations and comprehensive income or loss. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Severance Payments Due to Former CEO During April 2017 , the Company paid to its former CEO the balance of his deferred compensation (discussed below) and the severance benefits set forth in Section 4(b) of his Amended and Restated Employment Agreement with the Company, dated March 11, 2016 and filed with the SEC on March 14, 2016 . The majority of the severance benefits were expensed during 2016 and included cash payments of approximately $10.4 million , certain continuing medical benefits, and immediate vesting of the outstanding Restricted Stock Units (“RSU”) and Performance Based Options (“PBO”) previously granted to the former CEO. Deferred Compensation In July 2017 , the Company’s board of directors elected to terminate the Company’s deferred compensation plans. Consequently, while participant compensation remains deferred at June 30, 2017 , the plan is no longer active. In accordance with applicable regulations, distribution of the remaining assets and settlement of the deferred compensation obligation will be made to the participants no earlier than one year from the date the plans were terminated. The total value of the deferred compensation obligation for all participants at June 30, 2017 and December 31, 2016 was $4.1 million and $27.3 million , respectively. These totals include a fair value of $25,000 and $839,000 of the Company’s common stock, for each of the respective periods, with the balance in various publicly traded equities, bonds, and cash. In conjunction with the termination of the Company’s former CEO, assets with a value of $23.4 million were distributed from the trust accounts in April 2017 . Deferred compensation expense included in general, administrative, and other costs in the accompanying condensed consolidated statements of operations and comprehensive income or loss for the three months ended June 30, 2017 and 2016 was $287,000 and $860,000 , respectively, and for the six months ended June 30, 2017 and 2016 was $205,000 and $1.1 million , respectively. Sale of Oil and Gas Assets During the six months ended June 30, 2017 , the Company sold the majority of its remaining oil and gas lease assets to the service agent the Company had contracted with to operate and manage such oil and gas operations. The Company received book value for the majority of the assets sold resulting in no significant gain or loss on the transaction. The service agent continues to provide management services to the Company in conjunction with the wind-down of the remaining operations. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
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 and Corporate. The accounting policies of the reportable segments are the same as those described in the Company’s 2016 Annual Report on Form 10-K filed with the SEC, however, the majority of Company’s real estate segment has been reclassified to discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. Management analyzes segments using the following information: Segment assets (in thousands): June 30, 2017 December 31, 2016 Assets: Water resource and water storage operations $ 174,550 $ 186,055 Corporate 41,108 49,050 Assets held-for-sale 432,894 440,689 Total assets $ 648,552 $ 675,794 Segment revenues and loss before taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue and other income: Water resource and water storage operations $ 227 $ 132 $ 25,419 $ 313 Corporate 8,407 718 9,408 1,321 Total revenue and other income $ 8,634 $ 850 $ 34,827 $ 1,634 Income (loss) before income taxes: Water resource and water storage operations $ (884 ) $ (1,507 ) $ 9,630 $ (3,180 ) Corporate 6,633 (3,164 ) 5,592 (6,194 ) Income (loss) from continuing operations before income taxes $ 5,749 $ (4,671 ) $ 15,222 $ (9,374 ) |
Discontinued Operations and Ass
Discontinued Operations and Assets and Liabilities Held-for-Sale | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets and Liabilities Held-for-Sale | Discontinued Operations and Assets and Liabilities Held-for-Sale Real Estate: On April 10, 2017 , UCP entered into a merger agreement with Century whereby each outstanding share of UCP common stock was converted into $5.32 in cash and 0.2309 of a newly issued share of Century common stock representing 9% of Century’s common stock outstanding. The transaction closed on August 4,2017 and as a result the Company will deconsolidate UCP as of the closing date. The common shares the Company received in the transaction are subject to an initial 60 day lock-up restriction which also includes any constructive disposition during these periods. After the initial lock-up period, the Company is permitted to sell or transfer approximately 1.3 million of its Century shares every 50 days with the lock-up restrictions ending 210 days after the close. The assets and liabilities of UCP qualified as held-for-sale at June 30, 2017 and have been classified as discontinued operations as of the earliest period presented. Consequently, prior periods presented have been recast from amounts previously reported in the Company’s real estate segment to reflect the business as discontinued operations. The Company recorded an impairment loss of $11.4 million during the six months ended June 30, 2017 , to write down the assets to their fair values as determined by the value of the transaction as of June 30, 2017 as presented in the table below (in thousands, except per share amounts). Shares and Per Share Amounts Totals Shares of UCP owned by the Company 10,402 Cash expected to be received $ 5.32 $ 55,338 Shares of Century common stock expected to be received (0.2309 per share of UCP owned) 2,402 Value of Century common stock received (priced as of June 30, 2017) $ 24.80 $ 59,565 Total consideration expected to be received (priced as of June 30, 2017) $ 114,903 Transaction cost paid by the Company $ (190 ) Carrying value of UCP at June 30, 2017 adjusted for tax distributions of $4.7 million received in conjunction with the closing $ (126,118 ) Impairment loss on assets classified as held-for-sale $ (11,405 ) Agribusiness: In February 2017, the Company received the final $6 million that had been held in escrow for general indemnification claims related to the sale of its discontinued agribusiness operations. The Company guaranteed up to $8 million for any indemnification claims in excess of the $6 million general indemnification escrow pursuant to the terms of the sale. This guaranty will remain in force until July 31, 2020 . 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 in excess of the estimate will result in additional loss on the sale. The following table presents the details of the Company’s results from discontinued operations included in the condensed consolidated statement of operations and comprehensive income or loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue and other income from discontinued real estate operations: Sales of real estate $ 113,252 $ 82,837 $ 207,751 $ 151,063 Other 38 22 486 49 Total revenue and other income 113,290 82,859 208,237 151,112 Cost of sales and expenses from discontinued real estate operations: Cost of real estate sold 91,440 66,596 168,568 123,116 General, administrative, and other 10,158 7,468 18,373 14,935 Sales and marketing 6,219 4,666 11,368 9,096 Impairment loss on long-lived assets 2,397 102 2,397 Total cost of sales and expenses 107,817 81,127 198,411 149,544 Income before income taxes 5,473 1,732 9,826 1,568 Provision for federal and state income taxes 969 1,491 Net income from discontinued real estate operations 4,504 1,732 8,335 1,568 Net loss from discontinued agribusiness operations, net of tax (70 ) (44 ) (13 ) (84 ) Net income from discontinued operations, net of tax 4,434 1,688 8,322 1,484 Impairment loss on assets classified as held-for-sale, net of tax (4,257 ) (11,405 ) Income (loss) on sale of discontinued agribusiness operations, net of tax (10 ) 2 (1,859 ) Net income (loss) from discontinued operations, net of tax 177 1,678 (3,081 ) (375 ) Net (income) loss from discontinued operations attributable to noncontrolling interests (1,405 ) (680 ) (2,796 ) (620 ) Net income (loss) from discontinued operations attributable to PICO Holdings, Inc. $ (1,228 ) $ 998 $ (5,877 ) $ (995 ) The following table presents the details of the Company’s assets and liabilities classified as held-for-sale in the condensed consolidated balance sheets (in thousands): June 30, 2017 December 31, 2016 Real estate assets held-for-sale: Cash and cash equivalents $ 30,510 $ 40,931 Real estate 392,347 373,207 Accounts receivable 6,962 5,628 Other assets 14,290 14,418 Valuation allowance on assets held-for-sale (11,215 ) Real estate assets held-for-sale 432,894 434,184 Agribusiness assets held-for-sale 6,505 Total assets held-for-sale $ 432,894 $ 440,689 Real estate liabilities held-for-sale: Debt, net $ 159,565 $ 160,994 Account payable and accrued expenses 35,294 34,025 Other liabilities 15,493 12,271 Real estate liabilities held-for-sale 210,352 207,290 Agribusiness liabilities held-for-sale 276 Total liabilities held-for-sale $ 210,352 $ 207,566 The following table presents the details of the Company’s condensed consolidated statements of operations and comprehensive income or loss recast to present the results of UCP as a discontinued operation (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Revenues and other income: Sale of real estate and water assets $ 633 $ 3,856 $ 1,220 Impairment loss on investment in unconsolidated affiliate (2,170 ) (20,696 ) (1,078 ) Other income, net 9,471 4,472 1,077 Total revenues and other income 7,934 (12,368 ) 1,219 Cost of sales and expenses: Cost of real estate and water assets sold 326 1,239 738 General, administrative, and other 32,830 20,027 24,156 Impairment loss on intangible and long-lived assets 201 2,085 10,219 Depreciation and amortization 865 1,660 2,385 Total cost and expenses 34,222 25,011 37,498 Loss from continuing operations before income taxes and equity in loss of unconsolidated affiliates (26,288 ) (37,379 ) (36,279 ) Benefit for federal and state income taxes 1,135 2,961 2,450 Equity in loss of unconsolidated affiliate (3,422 ) (2,076 ) Loss from continuing operations (25,153 ) (37,840 ) (35,905 ) Income (loss) from discontinued operations, net of tax 13,899 (24,310 ) (23,700 ) Loss on sale or impairment loss on classification of assets as held-for-sale, net of tax (1,775 ) (18,729 ) Net income (loss) from discontinued operations, net of tax 12,124 (43,039 ) (23,700 ) Net loss (13,029 ) (80,879 ) (59,605 ) Net (income) loss attributable to noncontrolling interests (8,836 ) (979 ) 7,180 Net loss attributable to PICO Holdings, Inc. $ (21,865 ) $ (81,858 ) $ (52,425 ) Year Ended December 31, 2016 2015 2014 Other comprehensive income (loss): Net loss $ (13,029 ) $ (80,879 ) $ (59,605 ) Other comprehensive income (loss), net of tax: Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments 1,671 292 (2,093 ) Foreign currency translation 29 (48 ) 6,578 Total other comprehensive income, net of tax 1,700 244 4,485 Comprehensive loss (11,329 ) (80,635 ) (55,120 ) Comprehensive (income) loss attributable to noncontrolling interests (8,836 ) (979 ) 7,180 Comprehensive loss attributable to PICO Holdings, Inc. $ (20,165 ) $ (81,614 ) $ (47,940 ) Net income (loss) per common share – basic and diluted: Loss from continuing operations $ (1.09 ) $ (1.76 ) $ (1.34 ) Income (loss) from discontinued operations 0.14 (1.80 ) (0.96 ) Net loss per common share – basic and diluted $ (0.95 ) $ (3.56 ) $ (2.30 ) Weighted average shares outstanding 23,054 23,014 22,802 |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates in Preparation of Financial Statements | 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 impairment losses, intangible assets, real estate and water assets, deferred income taxes, and stock-based compensation. It is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. |
Discontinued Agribusiness Operations | Discontinued Operations: On April 10, 2017 , the Company’s majority owned subsidiary, UCP, Inc. (“UCP”), entered into a merger agreement with Century Communities, Inc. (“Century”) whereby each outstanding share of UCP common stock was converted into $5.32 in cash and 0.2309 of a newly issued share of Century common stock. As a result of the transaction, the Company received $55.3 million of cash and approximately 9% of Century’s common stock outstanding. The transaction closed on August 4, 2017 and as a result the Company will deconsolidate UCP as of the closing date. The assets and liabilities of UCP qualified as held-for-sale at June 30, 2017 and UCP’s results of operations have been classified as discontinued operations as of the earliest period presented. Consequently, prior periods presented have been recast from amounts previously reported to reflect UCP as discontinued operations. See Note 10 “Discontinued Operations” for additional information. |
Real Estate and Tangible Wate19
Real Estate and Tangible Water Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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): June 30, 2017 December 31, 2016 Real estate and improvements held and used, net of accumulated depreciation of $12,003 at June 30, 2017 and December 31, 2016, respectively $ 9,469 $ 9,469 Other real estate inventories completed or under development 5,724 5,724 Tangible water assets 29,969 42,498 Total real estate and tangible water assets $ 45,162 $ 57,691 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 (in thousands): June 30, 2017 December 31, 2016 Pipeline rights and water credits at Fish Springs Ranch $ 83,897 $ 83,897 Pipeline rights and water rights at Carson-Lyon 25,569 25,569 Other 17,287 17,330 Total intangible assets $ 126,753 $ 126,796 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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): June 30, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 896 $ 13 $ (12 ) $ 897 Marketable equity securities 1,169 1,293 (5 ) 2,457 Total $ 2,065 $ 1,306 $ (17 ) $ 3,354 December 31, 2016 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 4,306 $ 82 $ (6 ) $ 4,382 Marketable equity securities 10,400 10,327 (38 ) 20,689 Total $ 14,706 $ 10,409 $ (44 ) $ 25,071 |
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): June 30, 2017 December 31, 2016 Amortized Cost Carrying Value Amortized Cost Carrying Value Due in one year or less $ 275 $ 275 $ 182 $ 183 Due after one year through five years 621 622 4,124 4,199 Total $ 896 $ 897 $ 4,306 $ 4,382 |
Disclosures About Fair Value (T
Disclosures About Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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. There were no significant transfers between Level 1 and Level 2 during the six months ended June 30, 2017 or during the year ended December 31, 2016 . At June 30, 2017 (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 June 30, 2017 Assets Available-for-sale equity securities (1) $ 2,072 $ 385 $ 2,457 Available-for-sale debt securities (1) 897 897 Total $ 2,969 $ 385 $ 3,354 At December 31, 2016 (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, 2016 Assets Available-for-sale equity securities (1) $ 12,545 $ 8,144 $ 20,689 Available-for-sale debt securities (1) 4,382 4,382 Total $ 16,927 $ 8,144 $ 25,071 (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. |
Fair Value Measurements on a Non-Recurring Basis | The Company’s non-financial assets that were measured at fair value, on a non-recurring basis, by level within the fair value hierarchy for the year ended December 31, 2016 (in thousands) are as follows: 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) $ — $ 201 Investments in unconsolidated affiliates (2) $ — $ 2,170 (1) 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 statements 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) During the year ended December 31, 2016 , the Company recorded an impairment loss of $2.2 million on its investment in Synthonics, Inc. (“Synthonics”) as the estimated fair value was less than the carrying value. Such impairment loss reduced the carrying value to zero. The fair value approach relied primarily on Level 3 unobservable inputs, whereby the enterprise value was determined using book value multiples that included assumptions regarding an entity’s risks and uncertainties. The estimates were based upon assumptions believed to be reasonable, but which by their nature are uncertain and unpredictable. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2017 $ 171 2018 348 2019 356 2020 166 2021 — Thereafter — Total $ 1,041 |
Accumulated Other Comprehensi24
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income are as follows (in thousands): June 30, 2017 December 31, 2016 Net unrealized gain on available-for-sale investments $ 838 $ 6,736 Foreign currency translation (51 ) (75 ) Accumulated other comprehensive income $ 787 $ 6,661 The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Beginning balance $ 6,087 $ 5,010 $ 6,661 $ 4,961 Unrealized gain reclassified and recognized in net loss, net of tax (1) (5,485 ) (83 ) (5,966 ) (86 ) Foreign exchange reclassified and recognized in net loss, net of tax (1) (2 ) 2 Total reclassified and recognized in net income or loss, net of tax (5,487 ) (83 ) (5,964 ) (86 ) Unrealized gain on marketable securities, net of tax 175 573 67 616 Accumulated currency, net of tax 12 17 23 26 Net change in other comprehensive income, net of tax (5,300 ) 507 (5,874 ) 556 Accumulated other comprehensive income $ 787 $ 5,517 $ 787 $ 5,517 (1) Amounts reclassified from this category are included in other income, net in the condensed consolidated statement of operations and comprehensive income or loss. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Assets from Segment to Consolidated | Segment assets (in thousands): June 30, 2017 December 31, 2016 Assets: Water resource and water storage operations $ 174,550 $ 186,055 Corporate 41,108 49,050 Assets held-for-sale 432,894 440,689 Total assets $ 648,552 $ 675,794 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Segment revenues and loss before taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue and other income: Water resource and water storage operations $ 227 $ 132 $ 25,419 $ 313 Corporate 8,407 718 9,408 1,321 Total revenue and other income $ 8,634 $ 850 $ 34,827 $ 1,634 Income (loss) before income taxes: Water resource and water storage operations $ (884 ) $ (1,507 ) $ 9,630 $ (3,180 ) Corporate 6,633 (3,164 ) 5,592 (6,194 ) Income (loss) from continuing operations before income taxes $ 5,749 $ (4,671 ) $ 15,222 $ (9,374 ) |
Discontinued Operations and A26
Discontinued Operations and Assets and Liabilities Held-for-Sale (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Shares and Per Share Amounts Totals Shares of UCP owned by the Company 10,402 Cash expected to be received $ 5.32 $ 55,338 Shares of Century common stock expected to be received (0.2309 per share of UCP owned) 2,402 Value of Century common stock received (priced as of June 30, 2017) $ 24.80 $ 59,565 Total consideration expected to be received (priced as of June 30, 2017) $ 114,903 Transaction cost paid by the Company $ (190 ) Carrying value of UCP at June 30, 2017 adjusted for tax distributions of $4.7 million received in conjunction with the closing $ (126,118 ) Impairment loss on assets classified as held-for-sale $ (11,405 ) The following table presents the details of the Company’s results from discontinued operations included in the condensed consolidated statement of operations and comprehensive income or loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue and other income from discontinued real estate operations: Sales of real estate $ 113,252 $ 82,837 $ 207,751 $ 151,063 Other 38 22 486 49 Total revenue and other income 113,290 82,859 208,237 151,112 Cost of sales and expenses from discontinued real estate operations: Cost of real estate sold 91,440 66,596 168,568 123,116 General, administrative, and other 10,158 7,468 18,373 14,935 Sales and marketing 6,219 4,666 11,368 9,096 Impairment loss on long-lived assets 2,397 102 2,397 Total cost of sales and expenses 107,817 81,127 198,411 149,544 Income before income taxes 5,473 1,732 9,826 1,568 Provision for federal and state income taxes 969 1,491 Net income from discontinued real estate operations 4,504 1,732 8,335 1,568 Net loss from discontinued agribusiness operations, net of tax (70 ) (44 ) (13 ) (84 ) Net income from discontinued operations, net of tax 4,434 1,688 8,322 1,484 Impairment loss on assets classified as held-for-sale, net of tax (4,257 ) (11,405 ) Income (loss) on sale of discontinued agribusiness operations, net of tax (10 ) 2 (1,859 ) Net income (loss) from discontinued operations, net of tax 177 1,678 (3,081 ) (375 ) Net (income) loss from discontinued operations attributable to noncontrolling interests (1,405 ) (680 ) (2,796 ) (620 ) Net income (loss) from discontinued operations attributable to PICO Holdings, Inc. $ (1,228 ) $ 998 $ (5,877 ) $ (995 ) The following table presents the details of the Company’s assets and liabilities classified as held-for-sale in the condensed consolidated balance sheets (in thousands): June 30, 2017 December 31, 2016 Real estate assets held-for-sale: Cash and cash equivalents $ 30,510 $ 40,931 Real estate 392,347 373,207 Accounts receivable 6,962 5,628 Other assets 14,290 14,418 Valuation allowance on assets held-for-sale (11,215 ) Real estate assets held-for-sale 432,894 434,184 Agribusiness assets held-for-sale 6,505 Total assets held-for-sale $ 432,894 $ 440,689 Real estate liabilities held-for-sale: Debt, net $ 159,565 $ 160,994 Account payable and accrued expenses 35,294 34,025 Other liabilities 15,493 12,271 Real estate liabilities held-for-sale 210,352 207,290 Agribusiness liabilities held-for-sale 276 Total liabilities held-for-sale $ 210,352 $ 207,566 The following table presents the details of the Company’s condensed consolidated statements of operations and comprehensive income or loss recast to present the results of UCP as a discontinued operation (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Revenues and other income: Sale of real estate and water assets $ 633 $ 3,856 $ 1,220 Impairment loss on investment in unconsolidated affiliate (2,170 ) (20,696 ) (1,078 ) Other income, net 9,471 4,472 1,077 Total revenues and other income 7,934 (12,368 ) 1,219 Cost of sales and expenses: Cost of real estate and water assets sold 326 1,239 738 General, administrative, and other 32,830 20,027 24,156 Impairment loss on intangible and long-lived assets 201 2,085 10,219 Depreciation and amortization 865 1,660 2,385 Total cost and expenses 34,222 25,011 37,498 Loss from continuing operations before income taxes and equity in loss of unconsolidated affiliates (26,288 ) (37,379 ) (36,279 ) Benefit for federal and state income taxes 1,135 2,961 2,450 Equity in loss of unconsolidated affiliate (3,422 ) (2,076 ) Loss from continuing operations (25,153 ) (37,840 ) (35,905 ) Income (loss) from discontinued operations, net of tax 13,899 (24,310 ) (23,700 ) Loss on sale or impairment loss on classification of assets as held-for-sale, net of tax (1,775 ) (18,729 ) Net income (loss) from discontinued operations, net of tax 12,124 (43,039 ) (23,700 ) Net loss (13,029 ) (80,879 ) (59,605 ) Net (income) loss attributable to noncontrolling interests (8,836 ) (979 ) 7,180 Net loss attributable to PICO Holdings, Inc. $ (21,865 ) $ (81,858 ) $ (52,425 ) Year Ended December 31, 2016 2015 2014 Other comprehensive income (loss): Net loss $ (13,029 ) $ (80,879 ) $ (59,605 ) Other comprehensive income (loss), net of tax: Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments 1,671 292 (2,093 ) Foreign currency translation 29 (48 ) 6,578 Total other comprehensive income, net of tax 1,700 244 4,485 Comprehensive loss (11,329 ) (80,635 ) (55,120 ) Comprehensive (income) loss attributable to noncontrolling interests (8,836 ) (979 ) 7,180 Comprehensive loss attributable to PICO Holdings, Inc. $ (20,165 ) $ (81,614 ) $ (47,940 ) Net income (loss) per common share – basic and diluted: Loss from continuing operations $ (1.09 ) $ (1.76 ) $ (1.34 ) Income (loss) from discontinued operations 0.14 (1.80 ) (0.96 ) Net loss per common share – basic and diluted $ (0.95 ) $ (3.56 ) $ (2.30 ) Weighted average shares outstanding 23,054 23,014 22,802 |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Apr. 10, 2017USD ($)$ / shares | Aug. 04, 2017 | Jul. 24, 2017stock_rightshares | Jun. 30, 2017$ / sharesshares | May 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Tax Preservation Plan | Subsequent Event | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of stock rights issued for each share of common stock | stock_right | 1 | |||||
Tax Preservation Plan | Subsequent Event | Series A Junior Participating Preferred Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Stock right, number of shares called by each right | shares | 0.001 | |||||
UCP | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Right to cash ($ per share) | $ / shares | $ 5.32 | |||||
Merger stock exchange ratio | 0.2309 | |||||
Cash received | $ | $ 114,903 | |||||
Merger Of UCP And Century Communities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash received | $ | $ 55,300 | |||||
Merger Of UCP And Century Communities | Subsequent Event | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cost method, ownership percentage | 9.00% |
Real Estate and Tangible Wate28
Real Estate and Tangible Water Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Real Estate [Abstract] | ||
Real estate and improvements held and used, net of accumulated depreciation of $12,003 at June 30, 2017 and December 31, 2016, respectively | $ 9,469 | $ 9,469 |
Other real estate inventories completed or under development | 5,724 | 5,724 |
Tangible water assets | 29,969 | 42,498 |
Total real estate and tangible water assets | 45,162 | 57,691 |
Accumulated depreciation | $ 12,003 | $ 12,003 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 126,753 | $ 126,796 |
Fish Springs Ranch | Pipeline and Water Rights | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 83,897 | 83,897 |
Carson-Lyon | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 25,569 | 25,569 |
Other Properties | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 17,287 | $ 17,330 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities | ||
Debt securities, Cost | $ 896 | $ 4,306 |
Debt securities, Carrying Value | 897 | 4,382 |
Total, Cost | 2,065 | 14,706 |
Total, Gross Unrealized Gains | 1,306 | 10,409 |
Total, Gross Unrealized Losses | (17) | (44) |
Total, Carrying Value | 3,354 | 25,071 |
Available-for-sale Securities, Debt Maturities [Abstract] | ||
Due in one year or less, Amortized Cost | 275 | 182 |
Due after one year through five years, Amortized Cost | 621 | 4,124 |
Due in one year or less, Carrying Value | 275 | 183 |
Due after one year through five years, Carrying Value | 622 | 4,199 |
Corporate Bond Securities | ||
Schedule of Available-for-sale Securities | ||
Debt securities, Cost | 896 | 4,306 |
Debt securities, Gross Unrealized Gains | 13 | 82 |
Debt securities, Gross Unrealized Losses | (12) | (6) |
Debt securities, Carrying Value | 897 | 4,382 |
Equity Securities | ||
Schedule of Available-for-sale Securities | ||
Marketable equity securities, Cost | 1,169 | 10,400 |
Marketable equity securities, Gross Unrealized Gains | 1,293 | 10,327 |
Marketable equity securities, Gross Unrealized Losses | (5) | (38) |
Marketable equity securities, carrying value | $ 2,457 | $ 20,689 |
Disclosures About Fair Value -
Disclosures About Fair Value - Fair Value of Assets and Liabilities on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Available-for-sale Securities | $ 3,354 | $ 25,071 |
Fair Value, Measurements, Recurring | ||
Assets | ||
Available-for-sale equity securities | 2,457 | 20,689 |
Available-for-sale debt securities | 897 | 4,382 |
Available-for-sale Securities | 3,354 | 25,071 |
Fair Value, Measurements, Recurring | Quoted Prices In Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Available-for-sale equity securities | 2,072 | 12,545 |
Available-for-sale debt securities | 897 | 4,382 |
Available-for-sale Securities | 2,969 | 16,927 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Available-for-sale equity securities | 385 | 8,144 |
Available-for-sale debt securities | ||
Available-for-sale Securities | $ 385 | $ 8,144 |
Disclosures About Fair Value 32
Disclosures About Fair Value - Fair Value Measurements on a Non-Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Loss on oil and gas wells | $ 201 |
Loss on investments in unconsolidated affiliates equity securities held at cost | 2,170 |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Oil and gas wells | 0 |
Investment in unconsolidated affiliates equity securities held at cost | 0 |
Impairment loss on investments | $ 2,200 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Commitments (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 171 |
2,018 | 348 |
2,019 | 356 |
2,020 | 166 |
2,021 | 0 |
Thereafter | 0 |
Total | $ 1,041 |
Commitments and Contingencies34
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent | $ 103 | $ 178 | $ 205 | $ 348 |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive Income (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||||||
Net unrealized gain on available-for-sale investments | $ 838 | $ 6,736 | ||||
Foreign currency translation | (51) | (75) | ||||
Accumulated other comprehensive income | $ 787 | $ 6,087 | $ 6,661 | $ 5,517 | $ 5,010 | $ 4,961 |
Accumulated Other Comprehensi36
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Equity [Abstract] | |||||
Deferred income tax liability | $ 500 | $ 500 | $ 3,600 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Beginning balance | 6,087 | $ 5,010 | 6,661 | $ 4,961 | 4,961 |
Unrealized gain reclassified and recognized in net loss, net of tax | (5,485) | (83) | (5,966) | (86) | |
Foreign exchange reclassified and recognized in net loss, net of tax | (2) | 2 | |||
Total reclassified and recognized in net income or loss, net of tax | (5,487) | (83) | (5,964) | (86) | |
Unrealized gain on marketable securities, net of tax | 175 | 573 | 67 | 616 | |
Accumulated currency, net of tax | 12 | 17 | 23 | 26 | |
Total other comprehensive income (loss), net of tax | (5,300) | 507 | (5,874) | 556 | |
Accumulated other comprehensive income | $ 787 | $ 5,517 | $ 787 | $ 5,517 | $ 6,661 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Deferred compensation | $ 4,050 | $ 4,050 | $ 27,322 | |||
Fair value of common stock | 25 | 25 | 839 | |||
Paid out | $ 23,400 | |||||
Deferred compensation expense | $ 287 | $ 860 | $ 205 | $ 1,100 | ||
Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Severance | $ 10,400 |
Segment Reporting - Assets and
Segment Reporting - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item | ||
Assets | $ 648,552 | $ 675,794 |
Water resource and water storage operations | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 174,550 | 186,055 |
Corporate | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | 41,108 | 49,050 |
Assets held-for-sale | ||
Segment Reporting, Asset Reconciling Item | ||
Assets | $ 432,894 | $ 440,689 |
Segment Reporting - Revenue (De
Segment Reporting - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting, Revenue Reconciling Item | ||||
Total revenue and other income | $ 8,634 | $ 850 | $ 34,827 | $ 1,634 |
Income (loss) from continuing operations before income taxes | 5,749 | (4,671) | 15,222 | (9,374) |
Water resource and water storage operations | ||||
Segment Reporting, Revenue Reconciling Item | ||||
Total revenue and other income | 227 | 132 | 25,419 | 313 |
Income (loss) from continuing operations before income taxes | (884) | (1,507) | 9,630 | (3,180) |
Corporate | ||||
Segment Reporting, Revenue Reconciling Item | ||||
Total revenue and other income | 8,407 | 718 | 9,408 | 1,321 |
Income (loss) from continuing operations before income taxes | $ 6,633 | $ (3,164) | $ 5,592 | $ (6,194) |
Discontinued Operations and A40
Discontinued Operations and Assets and Liabilities Held-for-Sale - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | Apr. 10, 2017$ / sharesshares | Jun. 30, 2017USD ($) | Aug. 04, 2017 | Feb. 28, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment | $ 11.4 | |||
Indemnification Agreement | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow deposit | $ 6 | |||
Agribusiness | Discontinued Operations, Disposed of by Sale | Maximum | Indemnification Agreement | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Indemnification claims guaranteed in excess of escrow | $ 8 | |||
UCP | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Right to cash ($ per share) | $ / shares | $ 5.32 | |||
Merger stock exchange ratio | 0.2309 | |||
Initial lockup period | 60 days | |||
Stock acquired (shares) | shares | 1.3 | |||
Periodic lockup period | 50 days | |||
Lockup period | 210 days | |||
Subsequent Event | Merger Of UCP And Century Communities | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cost method, ownership percentage | 9.00% |
Discontinued Operations and A41
Discontinued Operations and Assets and Liabilities Held-for-Sale - Consideration (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 10, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / shares |
Business Combination, Merger Consideration [Line Items] | ||
Transaction cost paid by the Company | $ (190) | |
Estimated tax distributions | 4,700 | |
UCP | ||
Business Combination, Merger Consideration [Line Items] | ||
Shares of UCP owned by the Company (shares) | shares | 10,402 | |
Carrying value of UCP at June 30, 2017 adjusted for estimated tax distributions of $4.7 million expected to be received in 2017 | (126,118) | |
UCP | ||
Business Combination, Merger Consideration [Line Items] | ||
Cash expected to be received ($ per share) | $ / shares | $ 5.32 | |
Cash expected to be received | $ 55,338 | |
Shares of Century common stock expected to be received (0.2309 per share of UCP owned (shares) | shares | 2,402 | |
Merger stock exchange ratio | 0.2309 | |
Value of Century common stock received (priced as of June 30, 2017) | 59,565 | |
Total consideration expected to be received (priced as of June 30, 2017) | $ 114,903 | |
Impairment loss on assets classified as held-for-sale | $ (11,405) | |
Century Communities, Inc. | ||
Business Combination, Merger Consideration [Line Items] | ||
Value of Century common stock received (priced as of the announcement date) (shares) | $ / shares | $ 24.8 |
Discontinued Operations and A42
Discontinued Operations and Assets and Liabilities Held-for-Sale - Income Statement and Balance Sheet disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net income from discontinued operations, net of tax | $ 4,434 | $ 1,688 | $ 8,322 | $ 1,484 | |||
Loss on sale or impairment loss on classification of assets as held-for-sale, net of tax | (4,257) | (10) | (11,403) | (1,859) | |||
Net income (loss) from discontinued operations, net of tax | 177 | 1,678 | (3,081) | (375) | |||
Real estate assets held-for-sale: | |||||||
Cash and cash equivalents | 30,510 | 33,279 | 30,510 | 33,279 | |||
Assets held-for-sale | 432,894 | 432,894 | $ 440,689 | ||||
Real estate liabilities held-for-sale: | |||||||
Liabilities held-for-sale | 210,352 | 210,352 | 207,566 | ||||
Discontinued Operations, Held-for-sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Revenue | 113,290 | 82,859 | 208,237 | 151,112 | |||
Other | 38 | 22 | 486 | 49 | |||
Cost of sales and expenses | 107,817 | 81,127 | 198,411 | 149,544 | |||
General, administrative, and other | 10,158 | 7,468 | 18,373 | 14,935 | |||
Sales and marketing | 6,219 | 4,666 | 11,368 | 9,096 | |||
Impairment loss on long-lived assets | 2,397 | 102 | 2,397 | ||||
Income before income taxes | 5,473 | 1,732 | 9,826 | 1,568 | |||
Provision for federal and state income taxes | 969 | 1,491 | |||||
Net income from discontinued operations, net of tax | 4,434 | 1,688 | 8,322 | 1,484 | 13,899 | $ (24,310) | $ (23,700) |
Loss on sale or impairment loss on classification of assets as held-for-sale, net of tax | (4,257) | 11,405 | (1,775) | (18,729) | |||
Net income (loss) from discontinued operations, net of tax | 177 | 1,678 | (3,081) | (375) | 12,124 | $ (43,039) | $ (23,700) |
Net (income) loss from discontinued operations attributable to noncontrolling interests | (1,405) | (680) | 2,796 | 620 | |||
Net income (loss) from discontinued operations attributable to PICO Holdings, Inc. | (1,228) | 998 | (5,877) | (995) | |||
Real estate assets held-for-sale: | |||||||
Assets held-for-sale | 432,894 | 432,894 | 440,689 | ||||
Real estate liabilities held-for-sale: | |||||||
Liabilities held-for-sale | 210,352 | 210,352 | 207,566 | ||||
Real Estate Operations | Discontinued Operations, Held-for-sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Revenue | 113,252 | 82,837 | 207,751 | 151,063 | |||
Cost of sales and expenses | 91,440 | 66,596 | 168,568 | 123,116 | |||
Net income from discontinued operations, net of tax | 4,504 | 1,732 | 8,335 | 1,568 | |||
Real estate assets held-for-sale: | |||||||
Cash and cash equivalents | 30,510 | 30,510 | 40,931 | ||||
Real estate | 392,347 | 392,347 | 373,207 | ||||
Accounts receivable | 6,962 | 6,962 | 5,628 | ||||
Other assets | 14,290 | 14,290 | 14,418 | ||||
Valuation allowance on assets held-for-sale | (11,215) | (11,215) | |||||
Assets held-for-sale | 432,894 | 432,894 | 434,184 | ||||
Real estate liabilities held-for-sale: | |||||||
Debt, net | 159,565 | 159,565 | 160,994 | ||||
Account payable and accrued expenses | 35,294 | 35,294 | 34,025 | ||||
Other liabilities | 15,493 | 15,493 | 12,271 | ||||
Liabilities held-for-sale | 210,352 | 210,352 | 207,290 | ||||
Agribusiness Operations | Discontinued Operations, Held-for-sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net income from discontinued operations, net of tax | (70) | (44) | (13) | (84) | |||
Income (loss) on sale of discontinued agribusiness operations, net of tax | $ (10) | 2 | $ (1,859) | ||||
Real estate assets held-for-sale: | |||||||
Assets held-for-sale | 6,505 | ||||||
Real estate liabilities held-for-sale: | |||||||
Liabilities held-for-sale | $ 276 |
Discontinued Operations and A43
Discontinued Operations and Assets and Liabilities Held-for-Sale - Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues and other income: | |||||||
Sale of real estate and water assets | $ 43 | $ 33 | $ 25,140 | $ 130 | |||
Other income, net | 8,591 | 817 | 9,687 | 1,504 | |||
Total revenues and other income | 8,634 | 850 | 34,827 | 1,634 | |||
Cost of sales and expenses: | |||||||
Cost of real estate and water assets sold | 17 | 19 | 12,549 | 64 | |||
General, administrative, and other | 2,832 | 5,321 | 6,922 | 10,404 | |||
Depreciation and amortization | 36 | 181 | 134 | 540 | |||
Total cost of sales and expenses | 2,885 | 5,521 | 19,605 | 11,008 | |||
Income (loss) from continuing operations before income taxes | 5,749 | (4,671) | 15,222 | (9,374) | |||
Benefit (provision) for federal and state income taxes | (2,946) | 271 | (3,126) | 182 | |||
Income from discontinued operations, net of tax | 4,434 | 1,688 | 8,322 | 1,484 | |||
Loss on sale or impairment loss on classification of assets as held-for-sale, net of tax | (4,257) | (10) | (11,403) | (1,859) | |||
Net income (loss) from discontinued operations, net of tax | 177 | 1,678 | (3,081) | (375) | |||
Net income (loss) | 2,980 | (2,722) | 9,015 | (9,567) | |||
Net income attributable to noncontrolling interests | (1,405) | (675) | (2,796) | (634) | |||
Net income (loss) attributable to PICO Holdings, Inc. | 1,575 | (3,397) | 6,219 | (10,201) | |||
Discontinued Operations, Held-for-sale | |||||||
Revenues and other income: | |||||||
Sale of real estate and water assets | $ 633 | $ 3,856 | $ 1,220 | ||||
Impairment loss on investment in unconsolidated affiliate | (2,170) | (20,696) | (1,078) | ||||
Other income, net | 9,471 | 4,472 | 1,077 | ||||
Total revenues and other income | 7,934 | (12,368) | 1,219 | ||||
Cost of sales and expenses: | |||||||
Cost of real estate and water assets sold | 326 | 1,239 | 738 | ||||
General, administrative, and other | 32,830 | 20,027 | 24,156 | ||||
Impairment loss on intangible and long-lived assets | 201 | 2,085 | 10,219 | ||||
Depreciation and amortization | 865 | 1,660 | 2,385 | ||||
Total cost of sales and expenses | 34,222 | 25,011 | 37,498 | ||||
Income (loss) from continuing operations before income taxes | (26,288) | (37,379) | (36,279) | ||||
Benefit (provision) for federal and state income taxes | 1,135 | 2,961 | 2,450 | ||||
Equity in loss of unconsolidated affiliate | (3,422) | (2,076) | |||||
Income (loss) from continuing operations | (25,153) | (37,840) | (35,905) | ||||
Income from discontinued operations, net of tax | 4,434 | 1,688 | 8,322 | 1,484 | 13,899 | (24,310) | (23,700) |
Loss on sale or impairment loss on classification of assets as held-for-sale, net of tax | (4,257) | 11,405 | (1,775) | (18,729) | |||
Net income (loss) from discontinued operations, net of tax | $ 177 | $ 1,678 | $ (3,081) | $ (375) | 12,124 | (43,039) | (23,700) |
Net income (loss) | (13,029) | (80,879) | (59,605) | ||||
Net income attributable to noncontrolling interests | (8,836) | (979) | 7,180 | ||||
Net income (loss) attributable to PICO Holdings, Inc. | $ (21,865) | $ (81,858) | $ (52,425) |
Discontinued Operations and A44
Discontinued Operations and Assets and Liabilities Held-for-Sale - Comprehensive Income or Loss (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other comprehensive income (loss): | |||||||
Net income | $ 2,980 | $ (2,722) | $ 9,015 | $ (9,567) | |||
Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments | (5,309) | 489 | (5,899) | 529 | |||
Foreign currency translation | 9 | 18 | 25 | 27 | |||
Total other comprehensive income (loss), net of tax | (5,300) | 507 | (5,874) | 556 | |||
Comprehensive income (loss) | (2,320) | (2,215) | 3,141 | (9,011) | |||
Comprehensive income attributable to noncontrolling interests | (1,405) | (675) | (2,796) | (634) | |||
Comprehensive income (loss) attributable to PICO Holdings, Inc. | $ (3,725) | $ (2,890) | $ 345 | $ (9,645) | |||
Net income (loss) per common share – basic and diluted: | |||||||
Income (loss) from continuing operations ($ per share) | $ 0.12 | $ (0.19) | $ 0.52 | $ (0.40) | |||
Loss from discontinued operations ($ per share) | (0.05) | 0.04 | (0.25) | (0.04) | |||
Net income (loss) per common share – basic and diluted ($ per share) | $ 0.07 | $ (0.15) | $ 0.27 | $ (0.44) | |||
Weighted average shares outstanding (number of shares) | 23,126 | 23,040 | 23,099 | 23,039 | |||
Discontinued Operations, Held-for-sale | |||||||
Other comprehensive income (loss): | |||||||
Net income | $ (13,029) | $ (80,879) | $ (59,605) | ||||
Unrealized gain (loss) on securities, net of deferred income tax and reclassification adjustments | 1,671 | 292 | (2,093) | ||||
Foreign currency translation | 29 | (48) | 6,578 | ||||
Total other comprehensive income (loss), net of tax | 1,700 | 244 | 4,485 | ||||
Comprehensive income (loss) | (11,329) | (80,635) | (55,120) | ||||
Comprehensive income attributable to noncontrolling interests | (8,836) | (979) | 7,180 | ||||
Comprehensive income (loss) attributable to PICO Holdings, Inc. | $ (20,165) | $ (81,614) | $ (47,940) | ||||
Net income (loss) per common share – basic and diluted: | |||||||
Income (loss) from continuing operations ($ per share) | $ (1.09) | $ (1.76) | $ (1.34) | ||||
Loss from discontinued operations ($ per share) | 0.14 | (1.80) | (0.96) | ||||
Net income (loss) per common share – basic and diluted ($ per share) | $ (0.95) | $ (3.56) | $ (2.30) | ||||
Weighted average shares outstanding (number of shares) | 23,054 | 23,014 | 22,802 |