Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 | |
Entity Registrant Name | HOMEFED CORP | |
Entity Central Index Key | 833,795 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 15,396,500 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Real estate held for development | $ 154,945 | $ 143,301 |
Real estate held for investment, net | 44,151 | 45,184 |
Cash and cash equivalents | 198,366 | 61,495 |
Restricted cash | 6,418 | 6,419 |
Investments available for sale (amortized cost of $0 and $35,897) | 35,898 | |
Investment held to maturity, at amortized cost | 11,668 | 11,368 |
Equity method investments | 99,693 | 101,228 |
Accounts receivable, deposits and other assets | 19,928 | 16,100 |
Intangible assets, net | 10,679 | 12,196 |
TOTAL | 545,848 | 433,189 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 6,308 | 6,009 |
Below market lease contract intangibles, net | 4,279 | 4,760 |
Non-refundable option payments | 25 | 25 |
Liability for environmental remediation | 1,467 | 1,495 |
Deferred revenue | 2,262 | 2,528 |
Net deferred tax liability | 3,152 | 4,984 |
Other liabilities | 970 | 842 |
Long-term debt | 122,684 | |
Total liabilities | $ 141,147 | $ 20,643 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY | ||
Common stock, $.01 par value; 25,000,000 shares authorized; 15,391,500 and 15,387,500 shares outstanding after deducting 395,409 shares held in treasury | $ 154 | $ 154 |
Additional paid-in capital | $ 597,470 | $ 597,271 |
Accumulated other comprehensive income | ||
Accumulated deficit | $ (202,242) | $ (197,530) |
Total HomeFed Corporation common shareholders' equity | 395,382 | 399,895 |
Noncontrolling interest | 9,319 | 12,651 |
Total equity | 404,701 | 412,546 |
TOTAL | $ 545,848 | $ 433,189 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets [Abstract] | ||
Investments available for sale, amortized cost | $ 0 | $ 35,897 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common shares, authorized | 25,000,000 | 25,000,000 |
Common shares, shares outstanding | 15,391,500 | 15,387,500 |
Treasury stock, shares | 395,409 | 395,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUES | ||||
Sales of real estate | $ 1,841 | $ 16,708 | $ 2,781 | $ 19,330 |
Rental income | 5,876 | 5,591 | 11,334 | 5,878 |
Co-op marketing and advertising fees | 217 | 290 | 370 | 568 |
Total revenues | 7,934 | 22,589 | 14,485 | 25,776 |
EXPENSES | ||||
Cost of sales | 1,346 | 10,920 | 1,610 | 12,270 |
Rental operating expenses | 4,104 | 3,769 | 8,473 | 3,907 |
Farming expenses | 870 | 934 | 1,768 | 1,925 |
General and administrative expenses | 3,577 | 3,457 | 7,734 | 7,288 |
Depreciation and amortization | 1,022 | 1,306 | 2,070 | 1,417 |
Interest | 27 | 27 | ||
Administrative services fees to Leucadia National Corporation | 45 | 45 | 90 | 90 |
Total expenses | 10,991 | 20,431 | 21,772 | 26,897 |
Income (loss) before income (losses) from equity method investments | (3,057) | 2,158 | (7,287) | (1,121) |
Income (losses) from equity method investments | 60 | 196 | (1,535) | 193 |
Income (loss) from operations | (2,997) | 2,354 | (8,822) | (928) |
Interest and other income | 439 | 349 | 788 | 391 |
Income (loss) before income taxes and noncontrolling interest | (2,558) | 2,703 | (8,034) | (537) |
Income tax benefit (expense) | 1,060 | (1,119) | 3,290 | 171 |
Net income (loss) | (1,498) | 1,584 | (4,744) | (366) |
Net (income) loss attributable to the noncontrolling interest | 23 | (329) | 32 | (360) |
Net income (loss) attributable to HomeFed Corporation common shareholders | $ (1,475) | $ 1,255 | $ (4,712) | $ (726) |
Basic and diluted earnings (loss) per common share attributable to HomeFed Corporation common shareholders | $ (0.10) | $ 0.08 | $ (0.31) | $ (0.06) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ||||
Net income (loss) | $ (1,498) | $ 1,584 | $ (4,744) | $ (366) |
Other comprehensive income (loss): | ||||
Net unrealized holding gains (losses) on investments arising during the period, net of taxes of $(1), $(1), $(1) and $(1) | ||||
Net change in unrealized holding gains (losses) on investments, net of taxes of $(1), $(1), $(1) and $(1) | ||||
Other comprehensive income (loss), net of income taxes | ||||
Comprehensive income (loss) | $ (1,498) | $ 1,584 | $ (4,744) | $ (366) |
Comprehensive (income) loss attributable to the noncontrolling interest | 23 | (329) | 32 | (360) |
Comprehensive income (loss) attributable to HomeFed Corporation common shareholders | $ (1,475) | $ 1,255 | $ (4,712) | $ (726) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ||||
Net unrealized holding gains (losses) on investments arising during the period, tax provision (benefit) | $ (1) | $ (1) | $ (1) | $ (1) |
Net change in unrealized holding gains (losses) on investments, tax provision (benefit) | $ (1) | $ (1) | $ (1) | $ (1) |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Common Stock $.01 Par Value [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Subtotal [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2013 | $ 79 | $ 381,171 | $ 1 | $ (201,416) | $ 179,835 | $ 10,095 | $ 189,930 |
Net loss | (726) | (726) | 360 | (366) | |||
Shares issued to acquire assets from Leucadia National Corporation | 70 | 200,866 | 200,936 | 200,936 | |||
Noncontrolling interest acquired from Leucadia National Corporation | 1,710 | 1,710 | |||||
Share-based compensation expense | 97 | 97 | 97 | ||||
Balance at Jun. 30, 2014 | 149 | 582,134 | $ 1 | (202,142) | 380,142 | 12,165 | 392,307 |
Balance at Dec. 31, 2014 | 154 | 597,271 | (197,530) | 399,895 | 12,651 | 412,546 | |
Net loss | (4,712) | (4,712) | (32) | (4,744) | |||
Distributions to noncontrolling interests | (3,300) | (3,300) | |||||
Exercise of options to purchase common shares, including excess tax benefit | 119 | 119 | 119 | ||||
Share-based compensation expense | 80 | 80 | 80 | ||||
Balance at Jun. 30, 2015 | $ 154 | $ 597,470 | $ (202,242) | $ 395,382 | $ 9,319 | $ 404,701 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,744) | $ (366) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
(Income) losses from equity method investments | 1,535 | (193) |
Provision (benefit) for deferred income taxes | (1,832) | 94 |
Share-based compensation expense | 80 | 97 |
Excess tax benefit from exercise of stock options | (19) | |
Depreciation and amortization of property, equipment and leasehold improvements | 181 | 962 |
Other amortization | 2,539 | 787 |
Amortization related to issuance costs and debt discount of Senior Notes | 3 | |
Amortization related to investments | (571) | (283) |
Acquisition of real estate, held for development | (3,750) | |
Changes in operating assets and liabilities: | ||
Real estate, held for development | (7,950) | 498 |
Real estate, held for investment | 577 | (745) |
Restricted cash related to development activities | 1 | (5,490) |
Accounts receivable, deposits and other assets | (2,430) | (2,213) |
Deferred revenue | (266) | (922) |
Accounts payable and accrued liabilities | 299 | 1,714 |
Non-refundable option payments | (70) | |
Liability for environmental remediation | (28) | (26) |
Income taxes receivable/payable | (2,287) | (3,686) |
Other liabilities | 128 | 311 |
Net cash used for operating activities | (18,534) | (9,531) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash acquired upon acquisition of assets from Leucadia National Corporation | 13,983 | |
Purchases of investments (other than short-term) | (44,792) | (39,692) |
Proceeds from sale of investments available for sale | 33,097 | |
Proceeds from maturities of investments available for sale | 47,600 | 40,500 |
Net cash provided by investing activities | 35,905 | 14,791 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of long-term debt | 123,750 | |
Payment of debt issuance costs | (1,069) | |
Distributions to noncontrolling interests | (3,300) | |
Exercise of stock options to purchase common shares | 100 | |
Excess tax benefit from exercise of stock options | 19 | |
Net cash provided by financing activities | 119,500 | |
Net increase in cash and cash equivalents | 136,871 | 5,260 |
Cash and cash equivalents, beginning of period | 61,495 | 57,306 |
Cash and cash equivalents, end of period | 198,366 | 62,566 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | $ 828 | $ 3,420 |
Cash paid for interest | ||
Non-cash investing activities: | ||
Common stock issued for acquisition of assets from Leucadia National Corporation | $ 200,936 |
Accounting Developments
Accounting Developments | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Developments [Abstract] | |
Accounting Developments | 1. Accounting Developments The unaudited interim consolidated financial statements, which reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes necessary to fairly state results of interim operations, should be read in conjunction with the Notes to Consolidated Financial Statements (including the Summary of Significant Accounting Policies) included in our audited consolidated financial statements for the year ended December 31, 2014, which are included in our Annual Report filed on Form 10-K for such year (the “2014 10-K”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The consolidated balance sheet at December 31, 2014 was extracted from the audited annual consolidated financial statements and does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. In January 2015, we adopted new Financial Accounting Standards Board (“FASB”) guidance on the reporting of discontinued operations. The new guidance requires that disposal of a component of an entity or a group of components of an entity be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, and would require expanded disclosures. The adoption of this guidance did not have an impact on our consolidated financial statements. In May 2014, the FASB issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance originally was effective for interim and annual periods beginning after December 15, 2016. In July 2015, the FASB confirmed a deferral of the effective date by one year, with early adoption on the original effective date permitted. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In February 2015, the FASB issued new guidance that amends current consolidation guidance including changes to both the variable and voting interest models used to evaluate whether an entity should be consolidated. This guidance also eliminates the deferral of certain consolidation standards for entities considered to be investment companies. This guidance will be effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted. We are evaluating the impact this new guidance will have on our consolidated financial statements. In April 2015, the FASB issued new guidance that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance will be effective for annual and interim periods beginning after 2015; however, early adoption is permitted, and we early adopted it during the second quarter. Certain amounts have been reclassified to be consistent with the 2015 presentation. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition [Abstract] | |
Acquisition | 2. Acquisition On February 28, 2014, we entered into an agreement with Leucadia National Corporation (“Leucadia”) pursuant to which we agreed to purchase substantially all of Leucadia’s real estate properties and operations, its membership interests in Brooklyn Renaissance Holding Company LLC (“BRP Holding”) and Brooklyn Renaissance Hotel LLC (“BRP Hotel,” and collectively with BRP Holding, “Brooklyn Renaissance Plaza”), and cash in exchange for 7.5 million newly issued unregistered HomeFed common shares (the “Acquisition”). On March 28, 2014, we completed the initial closing of the Acquisition, which consisted of all of the assets to be acquired except for a portion of Leucadia’s membership interest in BRP Holding, and cash of approximately $12,500,000 (excluding cash acquired as part of working capital), subject to certain post-closing adjustments. At the initial closing, we issued to Leucadia 6,986,337 shares of our unregistered common stock. During September 2014, we acquired the balance of Leucadia’s membership interest in BRP Holding in exchange for 513,663 additional shares of our unregistered common stock. The Acquisition was accounted for using the acquisition method of accounting. The aggregate purchase price of approximately $215,700,000 (or approximately $29 per our common share included in the consideration) was based on the fair value of the assets and liabilities acquired in the transaction and represen ted management ’s best estimates . Subsequent to the initial allocation of the purchase price, we recorded a change in estimate of approximately $4,650,000 related to working capital adjustments. The following table reflects the allocation of the purchase price to the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets Real estate held for development $ Real estate held for investment Cash Restricted cash Investment held to maturity Equity method investments Intangible assets Accounts receivable, deposits and other assets Total assets $ Liabilities Accounts payable Below market lease contract intangibles Net deferred tax liability Other liabilities Total liabilities Noncontrolling interests Net assets acquired $ GAAP specifies a hierarchy to classify fair value measurements as Level 1, Level 2 or Level 3, based on the degree to which the inputs to valuation techniques are observable. Level 3 valuations rely on inputs that are both significant to the fair value measurement and unobservable. With the exception of working capital components, the fair values of assets and liabilities acquired were determined using inputs that are principally unobservable, and as such are considered to be Level 3 valuations. Our management employed an independent third-party appraiser to assist us in determining the fair values of the assets acquired and liabilities assumed. The fair values of the individual real estate projects and investments were estimated by applying various valuation techniques including the income, market and cost approach. The income approach included discounted cash flow analyses, the market approach included comparable sales and rental information in local and national markets, and the cost approach incorporated replacement cost information. Generally, all three valuation techniques were used to determine the fair values of real estate assets and equity method investments, the income approach was used to determine the fair value of the investment held to maturity and the market approach was used to determine the fair value of intangibles. The more significant assumptions include discount rates ranging from 7% to 22% , and terminal values based on direct cap rates ranging from 6.5% to 9.5% . The fair values of noncontrolling interests, which represent 10% of the partnership interests in the Pacho Project, were based on the fair values determined for the entire project. Amounts allocated to intangibles and the amortization periods are as follows (in thousands): Amortization Amount (in years) Above market lease contracts $ 1 to 24 Lease in place value 1 to 24 Intangible assets $ Below market lease contracts $ 1 to 24 Unaudited pro forma operating results for the three and six months ended June 30, 2014, assuming the Acquisition had occurred on January 1, 2013, are as follows (in thousands, except per share amounts): For the three months ended June 30, 2014 For the six months ended June 30, 2014 Revenues $ $ Net income (loss) attributable to HomeFed common shareholders $ $ Basic and diluted earnings (loss) per common share attributable to HomeFed common shareholders $ $ Pro forma adjustments principally reflect the amortization of acquired intangibles and the below market lease contracts, as well as adjustments to historical depreciation expense to account for the difference between the fair value of the acquired assets and their historical cost and to reflect the costs related to the acquisition as if they had occurred in the period beginning January 1, 201 3. In addition, our share of Brooklyn Renaissance Plaza’s results is less than historical amounts, reflecting our share of additional depreciation and amortization expenses for Brooklyn Renaissance Plaza due to its fair value being greater than historical cost. The unaudited pro forma data is not indicative of future results of operations or what would have resulted if the Acquisition had actually occurred as of January 1, 2013. |
Investments Available For Sale
Investments Available For Sale | 6 Months Ended |
Jun. 30, 2015 | |
Investments Available For Sale [Abstract] | |
Investments Available For Sale | 3. Investments Available for Sale Our financial instruments investment portfolio previously include d cash and cash equivalents and investments c lassified as available for sale. During the second quarter of 2015, we decided to liquidate the investments portfolio in order to partially fund the purchase of the Otay real estate as described in Note 17. In addition, yields dropped to levels where the income generated no longer exceeded the fees incurred, and thus, we no longer derived any financial benefit from this investment portfolio. The par value, amortized cost, gross unrealized gains and losses and estimated fair value of investments classified as av ailable for sale as of June 30 , 2015 and December 31, 2014 are as follows (in thousands): Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Gross Gross for Observable Total Par Amortized Unrealized Unrealized Identical Assets Inputs Fair Value Value Cost Gains Losses (Level 1) (Level 2) Measurements June 30, 2015 U.S. Treasury securities $ - $ - $ - $ - $ - $ - $ - December 31, 2014 U.S. Treasury securities $ $ $ $ - $ $ - $ For cash and cash equivalents, the carrying amounts of such financial instruments approximate their fair values. We did not invest in any derivatives or engage in any hedging activities. |
Investments Held To Maturity
Investments Held To Maturity | 6 Months Ended |
Jun. 30, 2015 | |
Investments Held To Maturity [Abstract] | |
Investments Held To Maturity | 4. Investment Held to Maturity In connection with The Market Common, Leucadia purchased bonds designated as “Tax Increment Bonds (Myrtle Beach Air Force Base Redevelopment Project Area, Junior Lien Series 2006B)” (the “Series 2006B Bonds”) issued by the City of Myrtle Beach, South Carolina (the “City”). We acquired these bonds as part of the Acquisition. Interest and principal on the Series 2006B Bonds are special obligations of the City payable only from specified tax increment to be deposited in a special revenue account pursuant to an ordinance enacted by the City Council. The Series 2006B Bonds are junior to Series 2006A Bonds issued by the City in the original principal amount of $30,795,000 . Interest and principal on the Series 2006B Bonds will not be paid until there is sufficient tax increment to service the interest and principal due on the Series 2006A Bonds and to establish various reserves and deposits. The tax increment that is pledged to service both bond series is generated from developed and to be developed residential and commercial property owned by us, and from two other large residential development projects adjacent to our project owned by third parties that are currently under development. The Series 2006B Bonds bear interest at the rate of 7.5% per annum, payable semi-annually. Currently there is not sufficient tax increment to fully pay interest on the Series 2006B Bonds. The Series 2006B Bonds mature in October 2031. At acquisition on March 28, 2014, we recorded the Series 2006B bonds at fair value of $10,619,000 based on expected future cash flows discounted at 10% . The Series 2006B Bonds have been classified as held-to-maturity investments as the Company has the positive intent and ability to hold the securities to maturity. The principal amount outstanding and accrued interest aggregated approximately $14,050,000 at June 30 , 2015. The par value, amortized cost, gross unrealized gains and losses and estimated fair valu e of investments classified as held to maturity as of June 30 , 2015 and December 31, 2014 are as follows (in thousands): Fair Value Measurements Using Quoted Prices in Significant Active Markets Other for Observable Unobservable Total Par Amortized Identical Assets Inputs Inputs Fair Value Value Cost (Level 1) (Level 2) (Level 3) Measurements June 30, 2015 Non-public bond $ $ $ - $ - $ $ December 31, 2014 Non-public bond $ $ $ - $ - $ $ |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5. Intangible Assets A summary of intangible assets is as follows (in thousands): June 30, December 31, Amortization 2015 2014 (in years) Above market lease contracts $ $ 1 to 24 Lease in place value 1 to 24 Intangible assets $ $ Below market lease contracts $ $ 1 to 24 The amortization of above and below market lease contracts is recognized in Rental income, and the lease in place intangible is amortized over the life of the related lease and reflected in Depreciation and amortization expenses. Amortization expense on intangible assets was $ 200,000 and $450,000 for the three month s ended June 30 , 2015 and 2014, respectively , and was $400,000 and $450,000 for the six months ended June 30, 2015 and 2014, respectively . The estimated future amortization expense for the lease in place intangible asset for each of the next five years is as follows: remainder of 2015 - $350,000; 2016 - $550,000; 2017 - $500,000; 2018 - $300,000; 2019 - $150,000 and thereafter - $800,000 . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt [Abstract] | |
Debt | 6. D ebt In April 2015, we entered into a $15,000,000 revolving line of credit agreement. Loans outstanding under this line of credit bear interest at monthly LIBOR plus 2.6% and are secured by the Rampage property. The draw period expires on January 1, 2021, and the loan matures on January 1, 2035. There is also a $3,000,000 operational line of credit available which is secured by the Rampage property’s crops and matures on January 1, 2018. As of July 31, 2015, no amounts have been drawn under either line of credit. On Jun e 29, 2015, we and our domestic wholly-owned subsidiaries as Guarantors (the “Guarantors”) entered into purchase agreements (collectively, the “Purchase Agreements”) with certain investors named therein (the “Purchasers”) pursuant to which the Purchasers agreed to purchase an a ggregate of $125,000,000 of 6.5% Senior Notes due 201 8 (the “Notes”) from us in a private placement . Pursuant to the terms of the Purchase Agreements, the purchase price for the Notes was 99% of t he principal amount . Pursuant to the Placement Agency Agreement, Jefferies LLC (“Jefferies"), an indirect wholly-owned subsidiary of Leucadia, received a fee equal to 50 basis points from the gross proceeds of the offering and will receive a fee equal to 50 basis points of the gross proceeds from the sale of the Notes on each of the first and second anniversary of the Issue Date provided that Notes are outstanding at such dates . At June 30, 2015, the Senior Notes are presented on the Consolidated Balance Sheet net of issuance costs and the debt discount. The Notes , which were issued on June 29 , 2015, pursuant to an indenture dated June 30, 2015, among us, the Guarantors and Wilmington Trust, N.A. as trustee (the “Indenture”) will mature on June 30, 2018 at which time all principal and unpaid interest will be due. The Notes will be fully and unconditionally guaranteed by the Guarantors on the t erms provided in the Indenture and guaranteed by any of our future domestic wholly-owned subsidiaries. Interest on the Notes will accrue at a rate of 6.50% per annum and will be payable semi-annually in arrears on July 1 and January 1, commencing January 1, 2016. The Indenture contains covenants that, among other things, limit our and certain of our subsidiaries’ ability to incur, issue, assume or guarantee certain indebtedness subject to exceptions (including allowing us to borrow up to $15,000,000 under our Rampage Vineyard revo lving facility and another $35,000,000 of indebtedness secured by our other assets), issue shares of disqualified or preferred stock, pay dividends on equity, buyback our common shares or consummate certain asset sales or affiliate transactions. Additionally certain customary events of default may result in an acceleration of the maturity of the Notes. The Notes are senior unsecured obligations of the Company and the guarantees are the senior unsecured obligations of the Guarantors. At June 30, 2015, we are in compliance with all debt covenants. We may not redeem or repurchase the Notes prior to June 30, 2016, after which time, we may redeem the Notes at our option, in whole or in part, at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture) after the Issue Date, to the extent the Notes were not otherwise redeemed, we must make an offer to purchase all of the Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, in each case, as provided in, and subject to the terms of, the Indenture. Pursuant to the Indenture, we will use the net proceeds of certain asset sales to offer to purchase the Notes at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. For further discussion of the Notes in connection with the acquisition of land in the Otay Ranch area, see Notes 11 and 17. |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments [Abstract] | |
Equity Method Investments | 7 . Equity Method Investments During September 2014, we acquired the balance of Leucadia’s membership interest in BRP Holding in exchange for 513,663 additional shares of our unregistered common stock and increased our membership interest to 61.25% . Although we have a majority interest, we concluded that we do not have control but only the ability to exercise significant influence on this investment. As such, we elected to account for BRP Holding under the equity method of accounting. We also own a 25.8% membership interest in BRP Hotel and we account for it under the equity method of accounting. Under the equity method of accounting, our share of the investee’s underlying net income or loss is recorded as income (loss) from equity method investments. The recognition of our share of the investees’ results takes into account any special rights or priorities of investors; accordingly, we employ the hypothetical liquidation at book value model to calculate our share of the investees’ profits or losses. At June 30 , 2015 and December 31, 2014, our equity method investments are comprised of the following (in thousands): June 30, December 31, 2015 2014 BRP Holding $ $ BRP Hotel Total $ $ Income (l osses ) from equity method investments includes the following for the three and six month s ended June 30 , 2015 and 2014 (in thousands): For the three months For the six months ended June 30, ended June 30, 2015 2014 2015 2014 BRP Holding $ $ $ $ BRP Hotel Total $ $ $ $ |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes We do not have any amounts in our consolidated balance sheets for unrecognized tax benefits related to uncertain tax positions. However, we are considering a change related to the Acquisition which may result in an uncertain tax position in a future period . The statute of limitations with respect to our federal income tax returns has expired for all years through 2010 and with respect to California state income tax returns has expired for all years through 2009. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings (Loss) Per Common Share [Abstract] | |
Earnings (Loss) Per Common Share | 9 . Earnings ( Loss ) Per Common Share Basic and diluted earnings ( loss ) per share amounts were calculated by dividing net income ( loss ) by the weighted average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings ( loss ) per share for the three and six months ended June 30 , 2015 and 2014 are as follows (in thousands): For the three months For the six months ended June 30, ended June 30, 2015 2014 2015 2014 Numerator – net income (loss) attributable to HomeFed Corporation common shareholders $ $ $ $ Denominator for basic earnings (loss) per share– weighted average shares Stock options - - - Denominator for diluted earnings (loss) per share– weighted average shares If the effect of stock options were not antidilutive due to our loss, weighted average shares outstanding would have increased by 37,000 for the three months ended June 30, 2015 and 35,000 and 37,000 for the six months ended June 30 , 2015 and 2014, respectively. |
Other Fair Value Information
Other Fair Value Information | 6 Months Ended |
Jun. 30, 2015 | |
Other Fair Value Information [Abstract] | |
Other Fair Value Information | 10. Other Fair Value Information The carrying amounts and estimated fair values of our principal financial instruments that are not recognized on a recurring basis are as follows (in thousands): June 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Amount Value Amount Value Financial Liabilities: Long-term debt (a) $ $ $ - $ - (a) The fair value of the long-term debt was estimated to be the issuance price on June 29, 2015, net of origination and issuance fees incurred. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11 . Related Party Transactions Joseph S. Steinberg, the chairman of our Board of Directors, and Ian M. Cumming, one of our directors, each entered into a Purchase Agreement with us and the Guarantors, pursuant to which they each purchased Notes with a value of $5 million, or four percent ( 4% ), of the principal amount of the Notes issued (such purchases, the “Affiliate Note Purchases”). Mr. Steinberg is also chairman of the Board of D irectors of Leucadia. Each of Messrs. Steinberg and Cumming is considered to be a “Related Person” under our related person transactions policy (the “Policy”). Accordingly, pursuant to and in accordance with the Policy and taking into account all relevant facts and circumstances, the independent Audit Committee of the Board (the “Audit Committee”) considered the Affiliate Note Purchases and approved, and recommended to the Board the approval of, the Affiliate Note Purchases, which were unanimously approved by the Board (with Messrs. Steinberg and Cumming abstaining from the vote). Pursuant to a Placement Agency Agreement, Jefferies acted as Placement Agent for the Notes. Jefferies is a wholly-owned subsidiary of Jefferies Group LLC, a wholly owned subsidiary of Leucadia. Leucadia is our affiliate and a “Related Person” under the Policy. Accordingly, pursuant to and in accordance with the Policy, the Audit Committee considered the Placement Agency Agreement and approved, and recommended to the Board the approval of, the Placement Agency Agreement, which was unanimously approved by the Board (with Brian Friedman, Chairman of the Executive Committee of Jefferies Gr oup LLC and Joseph S. Steinberg , abstaining from the vote). Pursuant to the Placement Agency A greem ent, Jefferies received a fee equal to 50 basis points from the gross proceeds of the offering and will receive a fee equal to 50 basis points of the gross proceeds from the sale of the Notes on each of the first and second anniversary of the Issue Date provided that Notes are outstanding at such dates. Additionally, we and each of the Guarantors has agreed to indemnify Jefferies against certain liabilities, including liabilities under the Securities Act, and to reimburse Jefferies all reasonable out-of-pocket expenses incurred in connection with any action or claim for which indemnification has or is reasonably likely to be sought by Jefferies. Brooklyn Renaissance Plaza: As more fully discussed in our 2014 10-K, BRP Leasing is the indirect obligor under a lease for office space at BRP Holding. Future minimum annual rental expense (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) that BRP Leasing is obligated to pay to BRP Holding for office space is as follows at June 30 , 2015 (in thousands): Remainder of 2015 $ 2016 2017 2018 2019 - Thereafter - $ In the aggregate, substantially all of the office space has been sublet for amounts in excess of BRP Leasing’s contractual commitment in the underlying lease. Leucadia: Pursuant to an administrative services agreement, Leucadia provides us certain administrative and accounting services, including providing the services of our Secretary. Administrative services fee expenses were $45,000 and $90,000 for each of the three and six months e nded June 30 , 2015 and 2014 , respectively . The administrative services agreement automatically renews for successive annual periods unless terminated in accordance with its terms. We sublease office space to Leucadia under a sublease agreement until October 2018 . Amounts reflected in other income pursuant to this agreement were $3,000 for each of the three months ended June 30 , 2015 and 2014 , and $6,000 for each of the six months ended June 30, 2015 and 2014 . We also receive $5,000 monthly in fee income related to the management and supervision of certain real estate in the Maine projects retained by Leucadia. This agreement will remain in place until ownership is transferred to us which will not occur until five years has elapsed. For the three and six months ended June 30 , 2015, we recognized $15,000 and $30,000 , respectively, which is reflected in Interest and other income . See Note 2 for information concerning the purchase of assets from Leucadia. Our Chairman, Joseph S. Steinberg, is a significant stockholder of Leucadia and Chairman of Leucadia’s Board, and one of our Directors, Brian P. Friedman, is the President of Leucadia. |
Interest And Other Income
Interest And Other Income | 6 Months Ended |
Jun. 30, 2015 | |
Interest And Other Income [Abstract] | |
Interest And Other Income | 12 . Interest and Other Income Interest and other income includes interest income of $300,000 for each of the three months ended June 30 , 2015 and 2014 , and $600,000 and $330,000 , respectively, for the six months ended June 30 , 2015 and 2014 . |
Real Estate Activity
Real Estate Activity | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate Activity [Abstract] | |
Real Estate Activity | 13 . Real Estate Activity There were no sales at the San Elijo Hills and Ashville Park projects during the three and six month periods ended June 30 , 2015. During the three and six month period ended June 30, 2014, the Company sold 10 single family homes at the San Elijo Hills project for aggregate cash proceeds of $15,350,000 . For the three and six months ended June 30, 2014 , we closed on sales of real estate at the Ashville Park project as follows: For the three months ended June 30, 2014 For the six months ended June 30, 2014 Number of units sold: Single family lots-Village A Sales price, net of closing costs: Single family lots-Village A $ $ As of July 31, 2015, we entered into an agreement to sell the remaining 37 lots from Village B at the Ashville project for net cash consideration of $5,200,000 ; the transaction is expected to close in December 2015. Construction of the clubhouse and pool amenity at the Ashville Park project has begun. The timing of the development and sale of the remaining 195 entitled lo ts at the project is uncertain. For the three and six months ended June 30 , 2015 and 2014 , we have closed on sales of real estate at The Market Common as follows: For the three months ended For the six months ended June 30, June 30, Number of units sold: 2015 2014 2015 2014 Single family lots Multi-family lots Sales price, net of closing costs: Single family lots $ $ $ $ Multi-family lots In July 2015, we closed on the sale of 3 single family lots at The Market Common for aggregate cash proceeds of $120,000 . As of July 31 , 2015, we have entered into an agreement to sell 20 single family lots for $700,000 and 39 multi-family lots for $1,000,000 at The Market Common to a homebuilder. A non-refundable option deposit of $25,000 was transferred from Leucadia to us as part of the Acquisition. Option payments are non-refundable if we fulfill our obligations under the agreements, and will be applied to reduce the amount due from the purchasers at closing. Although these agreements are binding on the purchasers, should we fulfill our obligations under the agreements within the specified timeframes and the purchasers decide not to close, our recourse will be primarily limited to retaining the option payments. In March 2015, we closed on the purchase of 64 acres of land in the Otay Ranch area of San Diego County for $3,750,000 . The land is entitled for 26 acres of industrial development and 62 single family homes. In April 2015, we closed on the sale of miscellaneous buildings in Rockport, Maine for aggregate cash proceeds of $650,000 . During May 2015, we signed an agreement with a local builder to construct and sell on our behalf, for a fee, up to 127 homes at the SweetBay project. The model complex is anticipated to be ready by the end of the year with home sales to start in 2016. During June 2015, we also signed a deal with a local San Diego based luxury homebuilder to construct and sell on our behalf, for a fee, up to 58 homes at the San Elijo Hills project. For a discussion of our July 2015 acquisition of land in the Otay Ranch area, see Note 17. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2015 | |
Commitments [Abstract] | |
Commitments | 14 . Commitments BRP Leasing is the indirect obligor under a lease for office space a t BRP Holding. See Note 11 for information concerning BRP Leasing’s minimum annual rental expense. A school at the SweetBay Project has a $5,525,000 loan outstanding for which we have pledged 42 acres of land as collateral; although we are not obligated to repay the loan should the school fail to do so, we could lose the land we have pledged as collateral. The Market Common is required to provide a letter of credit for the benefit of the City of Myrtle Beach to secure the completion of certain infrastructure improvements in the amount of $5,000,000 . Prior to closing of the Acquisition, we were required to replace the existing letter of credit. We placed $5,000,000 on deposit with a qualified financial institution to obtain the replacement letter of credit; such amount is reflected as restricted cash. BRP Leasing is required to keep a minimum of $500,000 on deposit in an escrow account to secure its lease obligations. At June 30 , 2015, $1,400,000 was in the escrow account and is classified as restricted cash. We agreed to indemnify Leucadia for certain lease obligations of BRP Leasing that were assumed from a former subsidiary of Leucadia that was sold to a third party prior to the Acquisition. The former subsidiary of Leucadia remains the primary obligor under the lease obligations and Leucadia agreed to indemnify the third party buyer. The primary lease expires in 2018 and the aggregate amount of lease obligations as of June 30 , 2015 was approximately $36,100,000 , which includes approximately $10,900,000 projected operating expenses and taxes related to the real estate. Substantially all of the space under the primary lease has been sublet to various third-party tenants for the full length of the lease term in amounts in excess of the obligations under the primary lease. As more fully discussed in the 2014 10-K, upon receipt of required approvals, we commenced remediation activities on approximately 30 acres of undeveloped land owned by Flat Rock Land Company, LLC (“Flat Rock”), a subsidiary of Otay Ranch. The remediation activities were completed in February 2013. We received final approval of the remediation from the County of San Diego Department of Environmental Health in June 2013. Otay Ranch and Flat Rock had commenced a lawsuit in California Superior Court seeking compensation from the parties who they believe are responsible for the contamination of the property. In February 2015, the court denied us any recovery. As a result, the defendants may be entitled to be reimbursed by us for their legal costs incurred, and we have accordingly accrued $350,000 during the first quarter of 2015 as we believe that such loss is probable and reasonably estimable. In addition, the defendants are seeking to recover attorney’s fees in the amount of approximately $13,500,000 pursuant to an attorneys’ fee provision in Otay Land’s purchase agreement for the property. Based on our evaluation of applicable law, we believe the claim for attorney’s fees is without merit and we intend to defend against this claim vigorously. The trial court is scheduled to rule on defendants’ request in August 2015. We can give no assurances as to the ultimate outcome of this matter or that any appeal, if pursued, will be successful. During the course of the Otay Ranch and Flat Rock litigation, we settled with one of the peripheral defendants which settlement included a cash payment of $400,000 and an assignment of the settling defendant’s then pending lawsuit in California Superior Court for the County of Orange against several other co-defendants for the costs of the settling defendant’s defense fees and costs and indemnification for settlement monies paid in connection with the environmental cost recovery action. Otay Ranch and Flat Rock proceeded to prosecute that assigned action and obtained a judgment against some of the defendants in an amount in excess of $4,000,000 . We are pursuing the enforcement and collection of that judgment against the judgment debtors. However, other defendants prevailed on a defense resulting in a defense judgment against Otay Ranch and Flat Rock subjecting them to payment of the prevailing defendants’ litigation costs and attorneys’ fees. As a result, we have accrued $200,000 during the second quarter of 2015 as we believe that such loss is probable and reasonably estimable. |
Stock Options
Stock Options | 6 Months Ended |
Jun. 30, 2015 | |
Stock Options [Abstract] | |
Stock Options | 15 . S tock Options On July 15, 2015, options to purchase an aggregate of 7,000 shares of common stock were granted to the members of the Board of Directors under the Company’s 1999 Stock Incentive Plan at an exercise price of $47.85 per share. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information [Abstract] | |
Segment Information | 16 . Segment Information W e have three reportable segments—real estate, farming and corporate. Real estate operations consist of a variety of residential land development projects and commercial properties and other unimproved land, all in various stages of development. Real estate also includes the equity method investments in BRP Holding and BRP Hotel, all of which were acquired during 2014 in the Acquisition. Farming operations consist of the Rampage property which includes an operating grape vineyard and an almond orchard under development. Corporate primarily consists of investment income and overhead expenses. Corporate amounts are not allocated to the operating units. Certain information concerning our segments for the three and six months ended June 30 , 2015 and 2014 is presented in the following table. Consolidated subsidiaries are reflected as of the date a majority controlling interest was acquired. As discussed above, certain real estate projects acquired from Leucadia became wholly owned subsidiaries as of March 28, 2014. During June 2015, we received proceeds of $123,750,000 from the issuance of the Notes (refer to Note 6 for further details) which resulted in corporate assets increasing by approximately 230% and total assets increasing by approximately 29% . During the third quarter of 2015, corporate cash of $149,000,000 was used to purchase approximately 1,600 acres in the Otay Ranch area of San Diego County, California which will be reflected in the real estate segment. For the three months For the six months ended June 30, ended June 30, 2015 2014 2015 2014 (in thousands) Revenues: Real estate $ $ $ $ Corporate Total consolidated revenues $ $ $ $ Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ $ $ $ Farming Corporate Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ $ $ $ Depreciation and amortization expenses: Real estate $ $ $ $ Farming Corporate Total consolidated depreciation and amortization expenses $ $ $ $ June 30, December 31, Identifiable assets employed: 2015 2014 Real estate $ $ Farming Corporate Total consolidated assets $ $ |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Event [Abstract] | |
Subsequent Event | 17. Subsequent Event On July 2, 2015, we completed the acquisition of approximately 1,600 acres in the Otay Ranch area of San Diego County, California for a cash purchase price of $150,000,000 . In June 2015, we made a $1,000,000 option deposit for the Otay land that was applied to the purchase price on July 2, 2015. The land that was purchased is contiguous with the land in Otay Ranch currently owned by our affiliate and is entitled for approx imately 2,640 single family, approximately 4,300 multi-family residential units and 40,000 square feet of commercial space. The purchased land includes approximately 30 acres of land designated for industrial and office space development and 700 acres of land designated for open space and preserve. The p urchase was fun ded in part out of our working capital and in part by the proceeds of the private offering, sa le and issuance of the 6.5% Senior Notes . For further discussion of the Notes issued in connection with our acquisition of land in the Otay Ranch area, see Notes 6 and 11. |
Accounting Developments (Policy
Accounting Developments (Policy) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Developments [Abstract] | |
Basis of Presentation | The unaudited interim consolidated financial statements, which reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes necessary to fairly state results of interim operations, should be read in conjunction with the Notes to Consolidated Financial Statements (including the Summary of Significant Accounting Policies) included in our audited consolidated financial statements for the year ended December 31, 2014, which are included in our Annual Report filed on Form 10-K for such year (the “2014 10-K”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The consolidated balance sheet at December 31, 2014 was extracted from the audited annual consolidated financial statements and does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition [Abstract] | |
Schedule Of Allocation Of Purchase Price To Assets Acquired And Liabilities Assumed | Assets Real estate held for development $ Real estate held for investment Cash Restricted cash Investment held to maturity Equity method investments Intangible assets Accounts receivable, deposits and other assets Total assets $ Liabilities Accounts payable Below market lease contract intangibles Net deferred tax liability Other liabilities Total liabilities Noncontrolling interests Net assets acquired $ |
Schedule Of Acquired Finite-Lived Intangible Assets | Amortization Amount (in years) Above market lease contracts $ 1 to 24 Lease in place value 1 to 24 Intangible assets $ Below market lease contracts $ 1 to 24 |
Schedule Of Proforma Information | For the three months ended June 30, 2014 For the six months ended June 30, 2014 Revenues $ $ Net income (loss) attributable to HomeFed common shareholders $ $ Basic and diluted earnings (loss) per common share attributable to HomeFed common shareholders $ $ |
Investments Available For Sale
Investments Available For Sale (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments Available For Sale [Abstract] | |
Schedule Of Available For Sale Investments | Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Gross Gross for Observable Total Par Amortized Unrealized Unrealized Identical Assets Inputs Fair Value Value Cost Gains Losses (Level 1) (Level 2) Measurements June 30, 2015 U.S. Treasury securities $ - $ - $ - $ - $ - $ - $ - December 31, 2014 U.S. Treasury securities $ $ $ $ - $ $ - $ |
Investments Held To Maturity (T
Investments Held To Maturity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments Held To Maturity [Abstract] | |
Schedule Of Held To Maturity Securities | Fair Value Measurements Using Quoted Prices in Significant Active Markets Other for Observable Unobservable Total Par Amortized Identical Assets Inputs Inputs Fair Value Value Cost (Level 1) (Level 2) (Level 3) Measurements June 30, 2015 Non-public bond $ $ $ - $ - $ $ December 31, 2014 Non-public bond $ $ $ - $ - $ $ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
Schedule Of Intangible Assets | June 30, December 31, Amortization 2015 2014 (in years) Above market lease contracts $ $ 1 to 24 Lease in place value 1 to 24 Intangible assets $ $ Below market lease contracts $ $ 1 to 24 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments [Abstract] | |
Schedule of Equity Method Investments | June 30, December 31, 2015 2014 BRP Holding $ $ BRP Hotel Total $ $ |
Schedule of Losses Related To Equity Investment | For the three months For the six months ended June 30, ended June 30, 2015 2014 2015 2014 BRP Holding $ $ $ $ BRP Hotel Total $ $ $ $ |
Earnings (Loss) Per Common Sh32
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings (Loss) Per Common Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator For Loss Per Common Share | For the three months For the six months ended June 30, ended June 30, 2015 2014 2015 2014 Numerator – net income (loss) attributable to HomeFed Corporation common shareholders $ $ $ $ Denominator for basic earnings (loss) per share– weighted average shares Stock options - - - Denominator for diluted earnings (loss) per share– weighted average shares |
Other Fair Value Information (T
Other Fair Value Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Fair Value Information [Abstract] | |
Schedule Of Carrying Amounts And Estimated Fair Values | June 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Amount Value Amount Value Financial Liabilities: Long-term debt (a) $ $ $ - $ - The fair value of the long-term debt was estimated to be the issuance price on June 29, 2015, net of origination and issuance fees incurred. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule Of Future Minimum Annual Rental Expense | Remainder of 2015 $ 2016 2017 2018 2019 - Thereafter - $ |
Real Estate Activity (Tables)
Real Estate Activity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Ashville Park Project [Member] | |
Real Estate Properties [Line Items] | |
Schedule Of Real Estate Activity | For the three months ended June 30, 2014 For the six months ended June 30, 2014 Number of units sold: Single family lots-Village A Sales price, net of closing costs: Single family lots-Village A $ $ |
The Market Common [Member] | |
Real Estate Properties [Line Items] | |
Schedule Of Real Estate Activity | For the three months ended For the six months ended June 30, June 30, Number of units sold: 2015 2014 2015 2014 Single family lots Multi-family lots Sales price, net of closing costs: Single family lots $ $ $ $ Multi-family lots |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information [Abstract] | |
Schedule Of Segment Reporting | For the three months For the six months ended June 30, ended June 30, 2015 2014 2015 2014 (in thousands) Revenues: Real estate $ $ $ $ Corporate Total consolidated revenues $ $ $ $ Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ $ $ $ Farming Corporate Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ $ $ $ Depreciation and amortization expenses: Real estate $ $ $ $ Farming Corporate Total consolidated depreciation and amortization expenses $ $ $ $ June 30, December 31, Identifiable assets employed: 2015 2014 Real estate $ $ Farming Corporate Total consolidated assets $ $ |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - Jun. 30, 2015 - USD ($) | Total |
Business Acquisition [Line Items] | |
Shares issued to acquire assets | 7,500,000 |
Cash payments net of cash acquired | $ 12,500,000 |
Shares issued to acquire entity | 6,986,337 |
Shares issued to acquire entity, subject to approval | 513,663 |
Aggregate purchase price | $ 215,700,000 |
Aggregate purchase price per share | $ 29 |
Change in estimate related to working capital adjustments | $ 4,650,000 |
Pacho Limited Partnership And San Luis Bay Limited Partnership [Member] | |
Business Acquisition [Line Items] | |
Noncontrolling interest percentage | 10.00% |
Minimum [Member] | |
Business Acquisition [Line Items] | |
Discount rate | 7.00% |
Cap rate | 6.50% |
Maximum [Member] | |
Business Acquisition [Line Items] | |
Discount rate | 22.00% |
Cap rate | 9.50% |
Acquisition (Schedule Of Alloca
Acquisition (Schedule Of Allocation Of Purchase Price To Assets Acquired And Liabilities Assumed) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Acquisition [Abstract] | |
Real estate held for development | $ 38,292 |
Real estate held for investment | 41,187 |
Cash | 13,983 |
Restricted cash | 1,096 |
Investment held to maturity | 10,619 |
Equity method investments | 102,743 |
Intangible assets | 14,960 |
Accounts receivable, deposits and other assets | 14,225 |
Total assets | 237,105 |
Accounts Payable | 2,023 |
Below market lease contract intangibles | 5,588 |
Net deferred tax liability | 11,843 |
Other liabilities | 232 |
Total liabilities | 19,686 |
Noncontrolling interests | 1,710 |
Net assets acquired | $ 215,709 |
Acquisition (Schedule Of Acquir
Acquisition (Schedule Of Acquired Finite-Lived Intangible Assets) (Details) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 14,960 |
Below market lease contracts | 5,588 |
Above Market Lease Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 10,874 |
Leases In Place Value [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 4,086 |
Minimum [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Below market lease contracts, amortization period | 1 year |
Minimum [Member] | Above Market Lease Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, amortization period | 1 year |
Minimum [Member] | Leases In Place Value [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, amortization period | 1 year |
Maximum [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Below market lease contracts, amortization period | 24 years |
Maximum [Member] | Above Market Lease Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, amortization period | 24 years |
Maximum [Member] | Leases In Place Value [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, amortization period | 24 years |
Acquisition (Schedule Of Profor
Acquisition (Schedule Of Proforma Information) (Details) - Jun. 30, 2014 - USD ($) $ / shares in Units, $ in Thousands | Total | Total |
Acquisition [Abstract] | ||
Revenues | $ 22,589 | $ 30,875 |
Net loss attributable to HomeFed common shareholders | $ 1,281 | $ (1,556) |
Basic and diluted loss per common share attributable to HomeFed common shareholders | $ 0.08 | $ (0.10) |
Investments Available For Sal41
Investments Available For Sale (Schedule Of Available For Sale Investments) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 0 | $ 35,897 |
Available-for-sale Securities, Total | 35,898 | |
US Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Par Value | 35,900 | |
Amortized Cost | 35,897 | |
Gross Unrealized Gains | $ 1 | |
Gross Unrealized Losses | ||
Available-for-sale Securities, Total | $ 35,898 | |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | US Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Total | $ 35,898 | |
Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Total |
Investments Held To Maturity (N
Investments Held To Maturity (Narrative) (Details) | Mar. 28, 2014USD ($) | Jun. 30, 2015USD ($)item | Dec. 31, 2014USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |||
Fair value of investment | $ 11,668,000 | $ 11,368,000 | |
Number of residential developments adjacent to property | item | 2 | ||
Series 2006B Bonds [Member] | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Maximum amount allowed to borrow under debt covenants | $ 30,795,000 | ||
Amount outstanding | $ 14,050,000 | ||
Interest rate | 7.50% | ||
Fair value of investment | $ 10,619,000 | ||
Expected Future cash flows discount rate | 10.00% |
Investments Held To Maturity (S
Investments Held To Maturity (Schedule Of Held To Maturity) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | $ 11,668 | $ 11,368 |
Non-Public Bond [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Par Value | 10,050 | 10,050 |
Amortized Cost | 11,668 | 11,368 |
Fair value of investment | $ 11,668 | $ 11,368 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Non-Public Bond [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | ||
Significant Other Observable Inputs (Level 2) [Member] | Non-Public Bond [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | ||
Unobservable Inputs (Level 3) [Member] | Non-Public Bond [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | $ 11,668 | $ 11,368 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Intangible Assets [Abstract] | ||||
Amortization expense | $ 200,000 | $ 450,000 | $ 400,000 | $ 450,000 |
Future amortization expense, intangible assets, 2015 | 350,000 | 350,000 | ||
Future amortization expense, intangible assets, 2016 | 550,000 | 550,000 | ||
Future amortization expense, intangible assets, 2017 | 500,000 | 500,000 | ||
Future amortization expense, intangible assets, 2018 | 300,000 | 300,000 | ||
Future amortization expense, intangible assets, 2019 | 150,000 | 150,000 | ||
Future amortization expense, intangible assets, thereafter | $ 800,000 | $ 800,000 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 10,679 | $ 12,196 |
Below market lease contracts | 4,279 | 4,760 |
Above Market Lease Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 8,020 | 9,151 |
Leases In Place Value [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 2,659 | $ 3,045 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Below market lease contracts, Amortization | 1 year | |
Minimum [Member] | Above Market Lease Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amortization | 1 year | |
Minimum [Member] | Leases In Place Value [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amortization | 1 year | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Below market lease contracts, Amortization | 24 years | |
Maximum [Member] | Above Market Lease Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amortization | 24 years | |
Maximum [Member] | Leases In Place Value [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amortization | 24 years |
Debt (Details)
Debt (Details) - USD ($) | Jun. 29, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | Jul. 31, 2015 |
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 15,000,000 | |||
Operational Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 3,000,000 | |||
LIBOR [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 2.60% | |||
Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount allowed to borrow under debt covenants | $ 35,000,000 | |||
6.5 % Senior Notes due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount allowed to borrow under debt covenants | $ 125,000,000 | |||
Interest rate | 6.50% | 6.50% | ||
Debt purchase price | 99.00% | |||
Redemption price percentage | 100.00% | |||
Redemption price percentage after change of control | 101.00% | |||
6.5 % Senior Notes due 2018 [Member] | Jefferies [Member] | ||||
Debt Instrument [Line Items] | ||||
Fee amount as percentage | 0.50% | 0.50% | ||
Fee amount as percentage on first and second anniversary | 0.50% | 0.50% | ||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount outstanding | $ 0 | |||
Subsequent Event [Member] | Operational Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount outstanding | $ 0 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) - shares | 1 Months Ended | |
Sep. 30, 2014 | Jun. 30, 2015 | |
BRP Holding [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Shares issued in exchange for investment | 513,663 | |
Ownership percentage | 61.25% | |
BRP Hotel [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 25.80% |
Equity Method Investments (Sche
Equity Method Investments (Schedule of Equity Method Investments) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 99,693 | $ 101,228 |
BRP Holding [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 75,081 | 76,478 |
BRP Hotel [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 24,612 | $ 24,750 |
Equity Method Investments (Sc49
Equity Method Investments (Schedule of Losses Related to Equity Investment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Income (losses) from equity method investments | $ 60 | $ 196 | $ (1,535) | $ 193 |
BRP Holding [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income (losses) from equity method investments | (445) | (443) | (1,397) | (443) |
BRP Hotel [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income (losses) from equity method investments | $ 505 | $ 639 | $ (138) | $ 636 |
Earnings (Loss) Per Common Sh50
Earnings (Loss) Per Common Share (Narrative) (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings (Loss) Per Common Share [Abstract] | |||
Antidilutive outstanding options excluded from the computation of earnings per share | 37,000 | 35,000 | 37,000 |
Earnings (Loss) Per Common Sh51
Earnings (Loss) Per Common Share (Schedule of Calculation of Numerator and Denominator For Loss Per Common Share) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings (Loss) Per Common Share [Abstract] | ||||
Numerator- net income attributable to HomeFed Corporation common shareholders | $ (1,475) | $ 1,255 | $ (4,712) | $ (726) |
Denominator for basic and diluted loss per share - weighted average shares | 15,388 | 14,866 | 15,388 | 11,546 |
Stock options | 42 | |||
Denominator for diluted earnings per share– weighted average shares | 15,388 | 14,908 | 15,388 | 11,546 |
Other Fair Value Information (D
Other Fair Value Information (Details) $ in Thousands | Jun. 30, 2015USD ($) | |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | [1] | $ 122,684 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | [1] | $ 122,684 |
[1] | The fair value of the long-term debt was estimated to be the issuance price on June 29, 2015, net of origination and issuance fees incurred. |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Jun. 29, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | |||||
Ownership transfer term | 5 years | ||||
Administrative services fee expenses | $ 45,000 | $ 45,000 | $ 90,000 | $ 90,000 | |
Rental income | 5,876,000 | 5,591,000 | 11,334,000 | 5,878,000 | |
Chairman Of The Board And One Director [Member] | |||||
Related Party Transaction [Line Items] | |||||
Value of note outstanding purchased by related party | 5,000,000 | $ 5,000,000 | |||
Percentage of note outstanding purchased by related party | 4.00% | ||||
Leucadia [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fee income from Leucadia | 15,000 | $ 30,000 | |||
Monthly management fee income | $ 5,000 | ||||
Expiration of sublease to Leucadia | Oct. 1, 2018 | ||||
Other Operating Income | $ 3,000 | $ 3,000 | $ 6,000 | $ 6,000 | |
6.5 % Senior Notes due 2018 [Member] | Jefferies [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fee amount as percentage | 0.50% | 0.50% | |||
Fee amount as percentage on first and second anniversary | 0.50% | 0.50% |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Future Minimum Annual Rental Expense) (Details) - BRP Holding [Member] $ in Thousands | Jun. 30, 2015USD ($) |
Related Party Transaction [Line Items] | |
Remainder of 2015 | $ 3,781 |
2,016 | 7,561 |
2,017 | 7,561 |
2,018 | 6,301 |
Total | $ 25,204 |
Interest and Other Income (Deta
Interest and Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Interest And Other Income [Abstract] | ||||
Interest income | $ 300 | $ 300 | $ 600 | $ 330 |
Real Estate Activity (Narrative
Real Estate Activity (Narrative) (Details) | Jul. 02, 2015USD ($)ft²a | Jul. 31, 2015USD ($)propertyitem | Jun. 30, 2015property | May. 31, 2015property | Apr. 30, 2015USD ($) | Mar. 31, 2015USD ($)aitem | Jun. 30, 2015USD ($)property | Jun. 30, 2014USD ($)property | Jun. 30, 2015USD ($)property | Jun. 30, 2014USD ($)property |
Real Estate Properties [Line Items] | ||||||||||
Revenues from revenue or profit sharing agreements with homebuilders | $ 1,841,000 | $ 16,708,000 | $ 2,781,000 | $ 19,330,000 | ||||||
San Elijo Hills [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate properties contracted to construct and sell | property | 58 | |||||||||
Otay Ranch [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Area of real estate property (acres) purchased | a | 64 | |||||||||
Cash consideration | $ 3,750,000 | |||||||||
Otay Ranch [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Area of real estate property (acres) purchased | a | 1,600 | |||||||||
Cash consideration | $ 150,000,000 | |||||||||
SweetBay Project [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate properties contracted to construct and sell | property | 127 | |||||||||
Commercial Lot [Member] | Otay Ranch [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Area of real estate property (acres) purchased | ft² | 40,000 | |||||||||
Single Family Lots [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate lots sold | property | 23 | 11 | 25 | 11 | ||||||
Cash proceeds | $ 800,000 | $ 400,000 | $ 870,000 | $ 400,000 | ||||||
Single Family Lots [Member] | San Elijo Hills [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate lots sold | property | 10 | 10 | ||||||||
Cash proceeds | $ 15,350,000 | $ 15,350,000 | ||||||||
Single Family Lots [Member] | The Market Common [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate lots sold | property | 3 | |||||||||
Cash proceeds | $ 120,000 | |||||||||
Multi-Family Lots [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate lots sold | property | 4 | 4 | 14 | 4 | ||||||
Cash proceeds | $ 100,000 | $ 100,000 | $ 350,000 | $ 100,000 | ||||||
Finished Single Family Homes [Member] | Otay Ranch [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of single family homes entitled to be developed | item | 62 | |||||||||
Industrial Development [Member] | Otay Ranch [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Area of real estate property (acres) purchased | a | 26 | |||||||||
Industrial Development [Member] | Otay Ranch [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Area of real estate property (acres) purchased | a | 30 | |||||||||
Miscellaneous Buildings [Member] | Rockport [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Cash proceeds | $ 650,000 | |||||||||
Homebuilder [Member] | Village B [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate lots agreed to sell | property | 37 | |||||||||
Number of entitled lots | item | 195 | |||||||||
Sales price of real estate lots contracted to sell | $ 5,200,000 | |||||||||
Homebuilder [Member] | The Market Common [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Non-refundable option payment received | $ 25,000 | |||||||||
Homebuilder [Member] | Single Family Lots [Member] | The Market Common [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate lots agreed to sell | property | 20 | |||||||||
Sales price of real estate lots contracted to sell | $ 700,000 | |||||||||
Homebuilder [Member] | Multi-Family Lots [Member] | The Market Common [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of real estate lots agreed to sell | property | 39 | |||||||||
Sales price of real estate lots contracted to sell | $ 1,000,000 |
Real Estate Activity (Schedule
Real Estate Activity (Schedule Of Real Estate Activity) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)property | Jun. 30, 2014USD ($)property | Jun. 30, 2015USD ($)property | Jun. 30, 2014USD ($)property | |
Village A [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of units sold | property | 5 | 15 | ||
Sales price, net of closing costs | $ 850,000 | $ 2,500,000 | ||
Single Family Lots [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of units sold | property | 23 | 11 | 25 | 11 |
Sales price, net of closing costs | $ 800,000 | $ 400,000 | $ 870,000 | $ 400,000 |
Multi-Family Lots [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of units sold | property | 4 | 4 | 14 | 4 |
Sales price, net of closing costs | $ 100,000 | $ 100,000 | $ 350,000 | $ 100,000 |
Commitments (Details)
Commitments (Details) | 6 Months Ended | |
Jun. 30, 2015USD ($)a | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | ||
Restricted cash | $ 6,418,000 | $ 6,419,000 |
Otay Ranch And Flat Rock [Member] | ||
Business Acquisition [Line Items] | ||
Recovery sought on purchase agreement | 4,000,000 | |
Settlement amount | 400,000 | |
Loss contingency accrual | 200,000 | |
SweetBay Project [Member] | ||
Business Acquisition [Line Items] | ||
Loan outstanding of school | $ 5,525,000 | |
Area of land, pledged as collateral | a | 42 | |
The Market Common [Member] | ||
Business Acquisition [Line Items] | ||
Letter of credit | $ 5,000,000 | |
Restricted cash | 5,000,000 | |
BRP Leasing [Member] | ||
Business Acquisition [Line Items] | ||
Amount of indemnification | 36,100,000 | |
Amount of indemnification in projected operating expenses and taxes | 10,900,000 | |
Escrow Deposits Related to Leasing activities | 1,400,000 | |
BRP Leasing [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Restricted cash | 500,000 | |
Flat Rock [Member] | ||
Business Acquisition [Line Items] | ||
Amount of legal costs to be reimbursed | $ 350,000 | |
Environmental Remediation, Area Of Land | a | 30 | |
Recovery sought on purchase agreement | $ 13,500,000 |
Stock Options (Details)
Stock Options (Details) - Jul. 15, 2015 - $ / shares | Total |
Stock Options [Abstract] | |
Options to purchase common shares granted to the members of the Board of Directors | 7,000 |
Exercise price of options | $ 47.85 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | Jul. 02, 2015USD ($)a | Mar. 31, 2015USD ($)a | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($)segment |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Proceeds from issuance of notes | $ 123,750,000 | |||
Increase in assets | 29.00% | |||
Otay Ranch [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Area of real estate property (acres) purchased | a | 64 | |||
Cash consideration | $ 3,750,000 | |||
Subsequent Event [Member] | Otay Ranch [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Area of real estate property (acres) purchased | a | 1,600 | |||
Cash consideration | $ 150,000,000 | |||
Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Increase in assets | 230.00% | |||
Corporate [Member] | Subsequent Event [Member] | Otay Ranch [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Cash consideration | $ 149,000,000 |
Segment Information (Schedule O
Segment Information (Schedule Of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Total consolidated revenues | $ 7,934 | $ 22,589 | $ 14,485 | $ 25,776 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (2,558) | 2,703 | (8,034) | (537) | |
Total consolidated depreciation and amortization expenses | (1,022) | (1,306) | (2,070) | (1,417) | |
Total consolidated assets | 545,848 | 545,848 | $ 433,189 | ||
Real Estate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenues | 7,931 | 22,586 | 14,479 | 25,770 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 378 | 5,235 | (1,806) | 5,933 | |
Total consolidated depreciation and amortization expenses | (980) | (1,290) | (1,996) | (1,391) | |
Total consolidated assets | 359,552 | 359,552 | 378,170 | ||
Farming [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (936) | (974) | (1,924) | (1,994) | |
Total consolidated depreciation and amortization expenses | (34) | (9) | (59) | (13) | |
Total consolidated assets | 9,688 | 9,688 | 11,531 | ||
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenues | 3 | 3 | 6 | 6 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (2,000) | (1,558) | (4,304) | (4,476) | |
Total consolidated depreciation and amortization expenses | (8) | $ (7) | (15) | $ (13) | |
Total consolidated assets | $ 176,607 | $ 176,607 | $ 43,488 |
Subsequent Event (Details)
Subsequent Event (Details) | Jul. 02, 2015USD ($)ft²aitem | Mar. 31, 2015USD ($)a | Jun. 30, 2015 | Jun. 29, 2015 | Jun. 30, 2014USD ($) |
6.5 % Senior Notes due 2018 [Member] | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 6.50% | 6.50% | |||
Otay Ranch [Member] | |||||
Subsequent Event [Line Items] | |||||
Option deposit | $ | $ 1,000,000 | ||||
Area of real estate property (acres) purchased | 64 | ||||
Cash consideration | $ | $ 3,750,000 | ||||
Otay Ranch [Member] | Industrial Development [Member] | |||||
Subsequent Event [Line Items] | |||||
Area of real estate property (acres) purchased | 26 | ||||
Subsequent Event [Member] | Otay Ranch [Member] | |||||
Subsequent Event [Line Items] | |||||
Area of real estate property (acres) purchased | 1,600 | ||||
Cash consideration | $ | $ 150,000,000 | ||||
Subsequent Event [Member] | Otay Ranch [Member] | Commercial Lot [Member] | |||||
Subsequent Event [Line Items] | |||||
Area of real estate property (acres) purchased | ft² | 40,000 | ||||
Subsequent Event [Member] | Otay Ranch [Member] | Multi-Family Lots [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of multi-family residential units entitled | item | 4,300 | ||||
Subsequent Event [Member] | Otay Ranch [Member] | Single Family Lots [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of single family lots entitled | item | 2,640 | ||||
Subsequent Event [Member] | Otay Ranch [Member] | Industrial Development [Member] | |||||
Subsequent Event [Line Items] | |||||
Area of real estate property (acres) purchased | 30 | ||||
Subsequent Event [Member] | Otay Ranch [Member] | Open Space And Preserve [Member] | |||||
Subsequent Event [Line Items] | |||||
Area of real estate property (acres) purchased | 700 |