Vidler Water Resources (VWTR) 10-Q 3 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 20, 2018
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Current Fiscal Year End Date	--12-31
Entity Registrant Name	PICO HOLDINGS INC /NEW
Entity Central Index Key	830,122
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		22,520,153

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets
Cash and cash equivalents	$ 29,854	$ 37,128
Investments ($1,913 and $1,902 measured at fair value at March 31, 2018 and December 31, 2017, respectively)	3,225	3,214
Real estate and tangible water assets, net	44,496	44,675
Intangible assets	126,746	126,785
Other assets	2,576	2,600
Total assets	206,897	214,402
Liabilities and equity
Deferred compensation	4,149	4,112
Other liabilities	2,409	2,431
Accounts payable and accrued expenses	883	696
Total liabilities	7,441	7,239
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, 22,818 issued and 22,711 outstanding at March 31, 2018, and 23,153 issued and 23,152 outstanding at December 31, 2017	23	23
Additional paid-in capital	375,736	379,388
Accumulated deficit	(175,069)	(172,767)
Accumulated other comprehensive income	0	544
Treasury stock, at cost (common shares: 107 and 1 at March 31, 2018 and December 31, 2017, respectively)	(1,234)	(25)
Total shareholders’ equity	199,456	207,163
Total liabilities and shareholders’ equity	$ 206,897	$ 214,402

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets
Investments measured at fair value	$ 1,913	$ 1,902
Preferred stock
Par value (in dollars per share)	$ 0.001	$ 0.001
Shares authorized (in shares)	10,000,000	10,000,000
Shares issued (in shares)	0	0
Common stock
Par value (in dollars per share)	$ 0.001	$ 0.001
Shares authorized (in shares)	100,000,000	100,000,000
Shares issued (in shares)	22,818,000	23,153,000
Shares outstanding (in shares)	22,711,000	23,152,000
Treasury stock
Common shares held (in shares)	107,000	1,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income or Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues and other income:
Sale of real estate and water assets	$ 247	$ 25,097
Other income, net	97	1,096
Total revenues and other income	344	26,193
Cost of sales and expenses:
Cost of real estate and water assets sold	219	12,532
General, administrative, and other	2,966	4,090
Depreciation and amortization	22	98
Total cost of sales and expenses	3,207	16,720
Income (loss) from continuing operations before income taxes	(2,863)	9,473
Provision for federal and state income taxes		(180)
Income (loss) from continuing operations	(2,863)	9,293
Income from discontinued operations, net of tax		3,887
Loss on sale and impairment loss on classification of assets as held-for-sale, net of tax		(7,146)
Net loss from discontinued operations, net of tax	0	(3,259)
Net income (loss)	(2,863)	6,034
Net income attributable to noncontrolling interests		(1,391)
Net income (loss) attributable to PICO Holdings, Inc.	(2,863)	4,643
Other comprehensive loss:
Net income (loss)	(2,863)	6,034
Other comprehensive income (loss), net of tax:
Unrealized loss on securities, net of deferred income tax and reclassification adjustments	(544)	(590)
Foreign currency translation		16
Total other comprehensive loss, net of tax	(544)	(574)
Comprehensive income (loss)	(3,407)	5,460
Comprehensive income attributable to noncontrolling interests		(1,391)
Comprehensive income (loss) attributable to PICO Holdings, Inc.	$ (3,407)	$ 4,069
Net income (loss) per common share – basic and diluted:
Income (loss) from continuing operations (in dollars per share)	$ (0.12)	$ 0.40
Income (loss) from discontinued operations (in dollars per share)		(0.20)
Net income (loss) per common share – basic and diluted (in dollars per share)	$ (0.12)	$ 0.20
Weighted average shares outstanding (in shares)	23,104	23,072

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Treasury Stock	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2016		23,125,000
Beginning balance at Dec. 31, 2016	$ 427,569	$ 23	$ 495,468	$ (173,231)	$ 6,661	$ (927)	$ 99,575
Beginning balance, treasury stock (in shares) at Dec. 31, 2016						55,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	898		717				181
Exercise of restricted stock units (in shares)		25,000
Exercise of restricted stock units	0
Withholding taxes paid on vested restricted stock units	(400)		(279)				(121)
Changes in ownership of noncontrolling interest	0		(411)				411
Acquisition of interests held by noncontrolling owners	0
Distribution of treasury stock to deferred compensation plan participants (in shares)
Distribution of treasury stock to deferred compensation plan participants	0
Distribution to noncontrolling interest	(26)						(26)
Purchases of treasury stock (in shares)						13,000
Purchases of treasury stock	(184)					$ (184)
Retirement of treasury stock (in shares)		(13,000)				(13,000)
Retirement of treasury stock	0		(184)			$ 184
Net income (loss)	6,034			4,643			1,391
Unrealized loss on investments, net of deferred income tax of $313 and reclassification adjustments of $740	(590)				(590)
Foreign currency translation	16				16
Ending balance (in shares) at Mar. 31, 2017		23,137,000
Ending balance at Mar. 31, 2017	433,317	$ 23	495,311	(168,588)	6,087	$ (927)	$ 101,411
Ending balance, treasury stock (in shares) at Mar. 31, 2017						55,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reclassification of unrealized gain on investments to accumulated deficit	$ 17			561	(544)
Beginning balance (in shares) at Dec. 31, 2017	23,153,000	23,154,000
Beginning balance at Dec. 31, 2017	$ 207,163	$ 23	379,388	(172,767)	544	$ (25)
Beginning balance, treasury stock (in shares) at Dec. 31, 2017	1,000					1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	$ 124		124
Purchases of treasury stock (in shares)						442,000
Purchases of treasury stock	(4,985)					$ (4,985)
Retirement of treasury stock (in shares)		(336,000)				(336,000)
Retirement of treasury stock	0		(3,776)			$ 3,776
Net income (loss)	$ (2,863)			(2,863)
Ending balance (in shares) at Mar. 31, 2018	22,818,000	22,818,000
Ending balance at Mar. 31, 2018	$ 199,456	$ 23	$ 375,736	$ (175,069)	$ 0	$ (1,234)
Ending balance, treasury stock (in shares) at Mar. 31, 2018	107,000					107,000

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Equity (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Statement of Stockholders' Equity [Abstract]
Deferred income tax on unrealized losses on investments	$ 313
Reclassification adjustments netted against unrealized gain on securities	$ 740

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating activities:
Cash provided by (used in) operating activities - continuing operations	$ (2,272)	$ 23,155
Cash used in operating activities - discontinued operations		(4,131)
Net cash provided by (used in) operating activities	(2,272)	19,024
Investing activities:
Purchases of investments		(427)
Proceeds from sale of investments		2,474
Purchases of property, plant and equipment	(17)	(44)
Proceeds from sale of property, plant and equipment		258
Cash provided by (used in) investing activities - continuing operations	(17)	2,261
Cash provided by investing activities - discontinued operations		5,892
Net cash provided by (used in) investing activities	(17)	8,153
Financing activities:
Payment of withholding taxes on exercise of restricted stock units		(122)
Purchases of treasury stock	(4,985)	(184)
Cash used in financing activities - continuing operations	(4,985)	(306)
Cash used in financing activities - discontinued operations		(754)
Net cash used in financing activities	(4,985)	(1,060)
Increase (decrease) in cash and cash equivalents	(7,274)	26,117
Cash and cash equivalents, beginning of the period	37,128	60,980
Cash and cash equivalents, end of the period	29,854	87,097
Less cash and cash equivalents of discontinued operations at the end of the period	0	34,270
Cash and cash equivalents of continuing operations, end of the period	$ 29,854	52,827
Non-cash investing and financing activities:
Issuance of common stock for vested restricted stock units		$ 1,476

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
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, 2018 . 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, 2017 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. Recent Accounting Pronouncements: In January 2016, the Financial Accounting Standards Board (“FASB”) issued guidance which makes several changes, including the elimination of the available-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in earnings. Effective January 1, 2018, the Company adopted the new guidance and recorded a cumulative effect adjustment to decrease opening retained deficit at January 1, 2018 by $561,000 as required for our equity investments recorded at fair value, formerly available-for-sale-securities. In May of 2014, the FASB issued guidance regarding revenue from contracts with customers, which provides a consistent revenue accounting model across industries. The Company has reviewed this update and other guidance that was subsequently issued to further clarify the implementation guidance. Under this guidance, revenue is recognized as the transfer of goods and services to customers takes place and in amounts that reflect the payment or payments that are expected to be received from the customers for those goods and services and requires new disclosures about revenue. The Company adopted the guidance effective January 1, 2018 and did not have a material impact on the consolidated financial statements.

Tangible Water Assets and Real

Tangible Water Assets and Real Estate, Net	3 Months Ended
	Mar. 31, 2018
Real Estate [Abstract]
Tangible Water Assets and Real Estate, Net	Tangible Water Assets and Real Estate, Net The costs assigned to the various components of tangible water assets and real estate, net, were as follows (in thousands): March 31, 2018 December 31, 2017 Real estate and improvements held and used, net of accumulated depreciation of $12,003 at March 31, 2018 and December 31, 2017, respectively $ 9,469 $ 9,469 Other real estate inventories 5,379 5,551 Tangible water assets 29,648 29,655 Total real estate and tangible water assets $ 44,496 $ 44,675

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2018
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): March 31, 2018 December 31, 2017 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 17,280 17,319 Total intangible assets $ 126,746 $ 126,785

Investments

Investments	3 Months Ended
	Mar. 31, 2018
Investments, Debt and Equity Securities [Abstract]
Investments	Investments The value of marketable investments were as follows (in thousands): March 31, 2018 Fair Value Debt securities: corporate bonds $ 654 Marketable equity securities 1,259 Total $ 1,913 December 31, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 700 $ 6 $ (22 ) $ 684 Marketable equity securities 513 710 (5 ) 1,218 Total $ 1,213 $ 716 $ (27 ) $ 1,902 Debt Securities The Company owns certain 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 March 31, 2018 and December 31, 2017 , there were no material unrealized losses on such securities. There were no impairment losses recorded on debt securities during the three months ended March 31, 2018 or 2017 . Marketable Equity Securities At March 31, 2018 , the Company reviewed its equity securities in an unrealized loss position and concluded that the securities in a loss position 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 months ended March 31, 2018 and 2017 .

Disclosures About Fair Value

Disclosures About Fair Value	3 Months Ended
	Mar. 31, 2018
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 three months ended March 31, 2018 or during the year ended December 31, 2017 . At March 31, 2018 (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 March 31, 2018 Assets Available-for-sale equity securities (1) $ 981 $ 279 $ 1,260 Available-for-sale debt securities (1) 653 653 Total $ 1,634 $ 279 $ 1,913 At December 31, 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 December 31, 2017 Assets Available-for-sale equity securities (1) $ 975 $ 244 $ 1,219 Available-for-sale debt securities (1) 683 683 Total $ 1,658 $ 244 $ 1,902 (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. 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 three months ended March 31, 2018 or for the year ended December 31, 2017 .

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
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 $102,000 for the three months ended March 31, 2018 and 2017 , respectively. Future minimum payments under all operating leases are as follows (in thousands): Year ended December 31, 2018 $ 263 2019 356 2020 166 2021 — 2022 — Thereafter — Total $ 785 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	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income The components of accumulated other comprehensive income are as follows (in thousands): March 31, 2018 December 31, 2017 Net unrealized gain on available-for-sale investments $ — $ 544 Foreign currency translation — — Accumulated other comprehensive income $ — $ 544 The unrealized gain on available-for-sale investments is net of a deferred income tax liability of $145,000 at December 31, 2017 . The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): Three Months Ended March 31, 2018 2017 Beginning balance $ 544 $ 6,661 Unrealized loss (gain) reclassified and recognized in net loss, net of tax (1) 17 (481 ) Unrealized gain reclassified to accumulated deficit, net of tax (561 ) — Foreign exchange reclassified and recognized in net loss, net of tax (1) — 5 Total amount reclassified and recognized in net income or loss, net of tax (544 ) (476 ) Unrealized gain on marketable securities, net of tax — (109 ) Accumulated currency, net of tax — 11 Net change in other comprehensive income, net of tax (544 ) (574 ) Accumulated other comprehensive income $ — $ 6,087 (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	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions 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 March 31, 2018 , the plans are 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 in July 2018 which is no earlier than one year from the date the plans were terminated. The total value of the deferred compensation obligation for all participants was $4.1 million at both March 31, 2018 and December 31, 2017 . These totals include a fair value of approximately $16,000 and $18,000 of the Company’s common stock, for each of the respective periods, with the remaining balance in various publicly traded equities, bonds, and cash.

Discontinued Operations and Ass

Discontinued Operations and Assets and Liabilities Held-for-Sale Discontinued Operations and Assets and Liabilities Held-for-Sale	3 Months Ended
	Mar. 31, 2018
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 , our then 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 representing 9% of Century’s common stock outstanding. The transaction closed on August 4, 2017 and as a result the Company deconsolidated UCP as of the closing date and recorded a loss of $8.7 million . In October 2017, the Company sold its entire position of Century common stock for $59.2 million and recorded a loss of $842,000 during the year ended December 31, 2017. During the three months ended March 31, 2017 , the Company recorded a $7.1 million loss on the sale of UCP based on the Company’s carrying value of UCP at March 31, 2017 and the value of the Century common stock as of the announcement date of the sale. 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 March 31, 2017 Revenue and other income from discontinued real estate operations: Sales of real estate $ 94,498 Other 448 Total revenue and other income 94,946 Cost of sales and expenses from discontinued real estate operations: Cost of real estate sold 77,128 General, administrative, and other 8,215 Sales and marketing 5,149 Impairment loss on long-lived assets 102 Total cost of sales and expenses 90,594 Income (loss) before income taxes 4,352 Benefit (provision) for federal and state income taxes (521 ) Net income (loss) from discontinued real estate operations 3,831 Net loss from discontinued agribusiness operations, net of tax 56 Net income (loss) from discontinued operations, net of tax 3,887 Gain (loss) on sale of discontinued real estate operations, net of tax (1) (7,148 ) Income (loss) on sale of discontinued agribusiness operations, net of tax 2 Net income (loss) from discontinued operations, net of tax (3,259 ) Net (income) loss from discontinued operations attributable to noncontrolling interests (1,391 ) Net income (loss) from discontinued operations attributable to PICO Holdings, Inc. $ (4,650 )

Basis of Presentation and Sum17

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements: In January 2016, the Financial Accounting Standards Board (“FASB”) issued guidance which makes several changes, including the elimination of the available-for-sale classification of equity investments, and requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in earnings. Effective January 1, 2018, the Company adopted the new guidance and recorded a cumulative effect adjustment to decrease opening retained deficit at January 1, 2018 by $561,000 as required for our equity investments recorded at fair value, formerly available-for-sale-securities. In May of 2014, the FASB issued guidance regarding revenue from contracts with customers, which provides a consistent revenue accounting model across industries. The Company has reviewed this update and other guidance that was subsequently issued to further clarify the implementation guidance. Under this guidance, revenue is recognized as the transfer of goods and services to customers takes place and in amounts that reflect the payment or payments that are expected to be received from the customers for those goods and services and requires new disclosures about revenue. The Company adopted the guidance effective January 1, 2018 and did not have a material impact on the consolidated financial statements.

Tangible Water Assets and Rea18

Tangible Water Assets and Real Estate, Net (Tables)	3 Months Ended
	Mar. 31, 2018
Real Estate [Abstract]
Costs Assigned to Various Components of Tangible Water Assets and Real Estate, Net	The costs assigned to the various components of tangible water assets and real estate, net, were as follows (in thousands): March 31, 2018 December 31, 2017 Real estate and improvements held and used, net of accumulated depreciation of $12,003 at March 31, 2018 and December 31, 2017, respectively $ 9,469 $ 9,469 Other real estate inventories 5,379 5,551 Tangible water assets 29,648 29,655 Total real estate and tangible water assets $ 44,496 $ 44,675

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	The Company owns the following intangible assets, which primarily represent indefinite-lived intangible water assets (in thousands): March 31, 2018 December 31, 2017 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 17,280 17,319 Total intangible assets $ 126,746 $ 126,785

Investments (Tables)

Investments (Tables)	3 Months Ended
	Mar. 31, 2018
Investments, Debt and Equity Securities [Abstract]
Value of Marketable Investments	The value of marketable investments were as follows (in thousands): March 31, 2018 Fair Value Debt securities: corporate bonds $ 654 Marketable equity securities 1,259 Total $ 1,913
Cost and Carrying Value of Marketable Investments Before Adoption of ASU 2016-01	December 31, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Carrying Value Debt securities: corporate bonds $ 700 $ 6 $ (22 ) $ 684 Marketable equity securities 513 710 (5 ) 1,218 Total $ 1,213 $ 716 $ (27 ) $ 1,902

Disclosures About Fair Value (T

Disclosures About Fair Value (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Assets and Liabilities Measured at Fair Value on a 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 three months ended March 31, 2018 or during the year ended December 31, 2017 . At March 31, 2018 (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 March 31, 2018 Assets Available-for-sale equity securities (1) $ 981 $ 279 $ 1,260 Available-for-sale debt securities (1) 653 653 Total $ 1,634 $ 279 $ 1,913 At December 31, 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 December 31, 2017 Assets Available-for-sale equity securities (1) $ 975 $ 244 $ 1,219 Available-for-sale debt securities (1) 683 683 Total $ 1,658 $ 244 $ 1,902 (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.

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 $ 263 2019 356 2020 166 2021 — 2022 — Thereafter — Total $ 785

Accumulated Other Comprehensi23

Accumulated Other Comprehensive Income (Tables)	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Components of and Reclassifications from Accumulated Other Comprehensive Income	The following table reports amounts that were reclassified from accumulated other comprehensive income or loss and included in earnings (in thousands): Three Months Ended March 31, 2018 2017 Beginning balance $ 544 $ 6,661 Unrealized loss (gain) reclassified and recognized in net loss, net of tax (1) 17 (481 ) Unrealized gain reclassified to accumulated deficit, net of tax (561 ) — Foreign exchange reclassified and recognized in net loss, net of tax (1) — 5 Total amount reclassified and recognized in net income or loss, net of tax (544 ) (476 ) Unrealized gain on marketable securities, net of tax — (109 ) Accumulated currency, net of tax — 11 Net change in other comprehensive income, net of tax (544 ) (574 ) Accumulated other comprehensive income $ — $ 6,087 (1) Amounts reclassified from this category are included in other income, net in the condensed consolidated statement of operations and comprehensive income or loss. The components of accumulated other comprehensive income are as follows (in thousands): March 31, 2018 December 31, 2017 Net unrealized gain on available-for-sale investments $ — $ 544 Foreign currency translation — — Accumulated other comprehensive income $ — $ 544

Discontinued Operations and A24

Discontinued Operations and Assets and Liabilities Held-for-Sale (Tables)	3 Months Ended
	Mar. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]
Results from Discontinued Operations	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 March 31, 2017 Revenue and other income from discontinued real estate operations: Sales of real estate $ 94,498 Other 448 Total revenue and other income 94,946 Cost of sales and expenses from discontinued real estate operations: Cost of real estate sold 77,128 General, administrative, and other 8,215 Sales and marketing 5,149 Impairment loss on long-lived assets 102 Total cost of sales and expenses 90,594 Income (loss) before income taxes 4,352 Benefit (provision) for federal and state income taxes (521 ) Net income (loss) from discontinued real estate operations 3,831 Net loss from discontinued agribusiness operations, net of tax 56 Net income (loss) from discontinued operations, net of tax 3,887 Gain (loss) on sale of discontinued real estate operations, net of tax (1) (7,148 ) Income (loss) on sale of discontinued agribusiness operations, net of tax 2 Net income (loss) from discontinued operations, net of tax (3,259 ) Net (income) loss from discontinued operations attributable to noncontrolling interests (1,391 ) Net income (loss) from discontinued operations attributable to PICO Holdings, Inc. $ (4,650 )

Basis of Presentation and Sum25

Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Thousands	Dec. 31, 2017USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment	$ 17
Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment	561
Accumulated Deficit | ASU 2016-01
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment	$ 561

Tangible Water Assets and Rea26

Tangible Water Assets and Real Estate, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Real Estate [Abstract]
Real estate and improvements held and used, net of accumulated depreciation of $12,003 at March 31, 2018 and December 31, 2017, respectively	$ 9,469	$ 9,469
Other real estate inventories	5,379	5,551
Tangible water assets	29,648	29,655
Total real estate and tangible water assets	44,496	44,675
Accumulated depreciation on real estate and improvements held and used	$ 12,003	$ 12,003

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Indefinite-lived Intangible Assets [Line Items]
Intangible assets	$ 126,746	$ 126,785
Pipeline rights and water credits at Fish Springs Ranch
Indefinite-lived Intangible Assets [Line Items]
Intangible assets	83,897	83,897
Pipeline rights and water rights at Carson-Lyon
Indefinite-lived Intangible Assets [Line Items]
Intangible assets	25,569	25,569
Other
Indefinite-lived Intangible Assets [Line Items]
Intangible assets	$ 17,280	$ 17,319

Investments - Value of Marketab

Investments - Value of Marketable Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Investments, Debt and Equity Securities [Abstract]
Debt securities: corporate bonds	$ 654	$ 684
Marketable equity securities	1,259
Total	$ 1,913	$ 1,902

Investments - Cost and Carrying

Investments - Cost and Carrying Value of Marketable Investments Before Adoption of ASU 2016-01 (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Debt securities: corporate bonds
Cost		$ 700
Gross Unrealized Gains		6
Gross Unrealized Losses		(22)
Carrying Value	$ 654	684
Marketable equity securities
Cost		513
Gross Unrealized Gains		710
Gross Unrealized Losses		(5)
Carrying Value		1,218
Total
Cost		1,213
Gross Unrealized Gains		716
Gross Unrealized Losses		(27)
Carrying Value		$ 1,902

Investments - Narrative (Detail

Investments - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Equity Method Investments and Joint Ventures [Abstract]
Impairment losses recorded on debt securities	$ 0	$ 0
Impairment losses recorded on equity securities	$ 0	$ 0

Disclosures About Fair Value -

Disclosures About Fair Value - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets
Available-for-sale equity securities	$ 1,259
Available-for-sale equity securities		$ 1,218
Debt securities: corporate bonds	654	684
Carrying Value		1,902
Fair Value Measurements on a Recurring Basis
Assets
Available-for-sale equity securities	1,260
Available-for-sale equity securities		1,219
Debt securities: corporate bonds	653	683
Carrying Value	1,913	1,902
Fair Value Measurements on a Recurring Basis | Quoted Prices In Active Markets for Identical Assets (Level 1)
Assets
Available-for-sale equity securities	981
Available-for-sale equity securities		975
Debt securities: corporate bonds	653	683
Carrying Value	1,634	1,658
Fair Value Measurements on a Recurring Basis | Significant Other Observable Inputs (Level 2)
Assets
Available-for-sale equity securities	279
Available-for-sale equity securities		244
Debt securities: corporate bonds
Carrying Value	279	244
Fair Value Measurements on a Recurring Basis | Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale equity securities
Available-for-sale equity securities
Debt securities: corporate bonds
Carrying Value

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 103	$ 102

Commitments and Contingencies33

Commitments and Contingencies - Future Minimum Payments Under Operating Leases (Details) $ in Thousands	Mar. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 263
2,019	356
2,020	166
2,021	0
2,022	0
Thereafter	0
Total	$ 785

Accumulated Other Comprehensi34

Accumulated Other Comprehensive Income - Components of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income	$ 199,456	$ 207,163	$ 433,317	$ 427,569
Net unrealized gain on available-for-sale investments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income	0	544
Foreign currency translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income	0	0
Accumulated other comprehensive income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income	$ 0	$ 544	$ 6,087	$ 6,661

Accumulated Other Comprehensi35

Accumulated Other Comprehensive Income - Narrative (Details) $ in Thousands	Dec. 31, 2017USD ($)
Equity [Abstract]
Deferred income tax liability	$ 145

Accumulated Other Comprehensi36

Accumulated Other Comprehensive Income - Reclassifications from Accumulated Other Comprehensive Income and Included in Earnings (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 207,163	$ 427,569
Amount reclassified and recognized in net income or loss, net of tax	544	476
Net change in other comprehensive income, net of tax	(544)	(574)
Ending balance	199,456	433,317
Accumulated other comprehensive income
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	544	6,661
Ending balance	0	6,087
Unrealized loss (gain) reclassified and recognized in net loss, net of tax
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	544
Amount reclassified and recognized in net income or loss, net of tax	(17)	481
Unrealized gain reclassified and recognized in net loss, net of tax	0	(109)
Ending balance	0
Unrealized gain reclassified to accumulated deficit, net of tax
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Amount reclassified and recognized in net income or loss, net of tax	561	0
Foreign currency translation
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	0
Amount reclassified and recognized in net income or loss, net of tax	0	(5)
Unrealized gain reclassified and recognized in net loss, net of tax	0	$ 11
Ending balance	$ 0

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Related Party Transactions [Abstract]
Deferred compensation obligation	$ 4,149	$ 4,112
Fair value of common stock included in deferred compensation obligation	$ 16	$ 18

Discontinued Operations and A38

Discontinued Operations and Assets and Liabilities Held-for-Sale - Real Estate (Details) $ / shares in Units, $ in Thousands	Aug. 04, 2017USD ($)	Oct. 31, 2017USD ($)	Mar. 31, 2017USD ($)	Apr. 10, 2017$ / shares
UCP | Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on sale of UCP			$ 7,100
UCP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash conversion rate per share of stock (in dollars per share) | $ / shares				$ 5.32
Merger stock exchange ratio				0.2309
Loss from deconsolidation	$ 8,700
Proceeds from sale of Century stock		$ 59,200
Loss on sale of Century stock		$ 842
Merger of UCP and Century Communities
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage	9.00%

Discontinued Operations and A39

Discontinued Operations and Assets and Liabilities Held-for-Sale - Agribusiness (Details) - Indemnification Agreement $ in Millions	Feb. 28, 2017USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Escrow deposit	$ 6
Agribusiness | Disposed of by Sale | Maximum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Indemnification claims guaranteed in excess of escrow	$ 8

Discontinued Operations and A40

Discontinued Operations and Assets and Liabilities Held-for-Sale - Results from Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cost of sales and expenses from discontinued real estate operations:
Net income (loss) from discontinued operations, net of tax		$ 3,887
Gain (loss) on sale of discontinued operation		(7,146)
Net loss from discontinued operations, net of tax	$ 0	(3,259)
Net (income) loss from discontinued operations attributable to noncontrolling interests		(1,391)
Net income (loss) from discontinued operations attributable to PICO Holdings, Inc.		(4,650)
Real Estate Operations
Revenue and other income from discontinued real estate operations:
Sales of real estate		94,498
Other		448
Total revenue and other income		94,946
Cost of sales and expenses from discontinued real estate operations:
Cost of real estate sold		77,128
General, administrative, and other		8,215
Sales and marketing		5,149
Impairment loss on long-lived assets		102
Total cost of sales and expenses		90,594
Income (loss) before income taxes		4,352
Benefit (provision) for federal and state income taxes		(521)
Net income (loss) from discontinued operations, net of tax		3,831
Gain (loss) on sale of discontinued operation		(7,148)
Agribusiness Operations
Cost of sales and expenses from discontinued real estate operations:
Net income (loss) from discontinued operations, net of tax		56
Gain (loss) on sale of discontinued operation		$ 2