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 |