Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
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 | 15,416,500 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Real estate held for development | $ 311,053 | $ 301,683 |
Real estate held for investment, net | 43,090 | 43,347 |
Cash and cash equivalents | 54,809 | 66,676 |
Restricted cash | 6,359 | 6,395 |
Investment held to maturity, at amortized cost | 10,869 | 10,603 |
Equity method investments | 99,049 | 100,091 |
Accounts receivable, deposits and other assets | 18,194 | 16,719 |
Intangible assets, net | 8,463 | 9,179 |
Net deferred tax asset | 1,720 | 618 |
TOTAL | 553,606 | 555,311 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 9,487 | 7,899 |
Below market lease contract intangibles, net | 3,360 | 3,572 |
Non-refundable option payments | 25 | 25 |
Liability for environmental remediation | 1,454 | 1,466 |
Deferred revenue | 1,515 | 2,334 |
Income taxes payable | 3,022 | |
Accrued interest payable | 1,903 | |
Other liabilities | 5,044 | 4,583 |
Long-term debt, net | 115,691 | 116,010 |
Total liabilities | $ 138,479 | $ 138,911 |
COMMITMENTS AND CONTINGENCIES (Note 14) | ||
EQUITY | ||
Common stock, $.01 par value; 25,000,000 shares authorized; 15,414,500 and 15,407,500 shares outstanding after deducting 395,409 shares held in treasury | $ 154 | $ 154 |
Additional paid-in capital | 598,110 | 597,922 |
Accumulated deficit | (193,153) | (191,695) |
Total HomeFed Corporation common shareholders' equity | 405,111 | 406,381 |
Noncontrolling interest | 10,016 | 10,019 |
Total equity | 415,127 | 416,400 |
TOTAL | $ 553,606 | $ 555,311 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common shares, authorized | 25,000,000 | 25,000,000 |
Common shares, shares outstanding | 15,414,500 | 15,407,500 |
Treasury stock, shares | 395,409 | 395,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
REVENUES | ||
Sales of real estate | $ 1,893 | $ 940 |
Rental income | 5,883 | 5,458 |
Co-op marketing and advertising fees | 114 | 153 |
Total revenues | 7,890 | 6,551 |
EXPENSES | ||
Cost of sales | 965 | 264 |
Rental operating expenses | 4,207 | 4,369 |
Farming expenses | 1,126 | 898 |
General and administrative expenses | 3,399 | 4,157 |
Depreciation and amortization | 1,017 | 1,048 |
Administrative services fees to Leucadia National Corporation | 45 | 45 |
Total expenses | 10,759 | 10,781 |
Loss before losses from equity method investments | (2,869) | (4,230) |
Losses from equity method investments | (1,064) | (1,595) |
Loss from operations | (3,933) | (5,825) |
Interest and other income | 1,362 | 349 |
Loss before income taxes and noncontrolling interest | (2,571) | (5,476) |
Income tax benefit | 1,110 | 2,230 |
Net loss | (1,461) | (3,246) |
Net loss attributable to the noncontrolling interest | 3 | 9 |
Net loss attributable to HomeFed Corporation common shareholders | $ (1,458) | $ (3,237) |
Basic and diluted loss per common share attributable to HomeFed Corporation common shareholders | $ (0.09) | $ (0.21) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ||
Net loss | $ (1,461) | $ (3,246) |
Other comprehensive loss: | ||
Other comprehensive loss | ||
Comprehensive loss | $ (1,461) | $ (3,246) |
Comprehensive loss attributable to the noncontrolling interest | 3 | 9 |
Comprehensive loss attributable to HomeFed Corporation common shareholders | $ (1,458) | $ (3,237) |
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 Deficit [Member] | Subtotal [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2014 | $ 154 | $ 597,271 | $ (197,530) | $ 399,895 | $ 12,651 | $ 412,546 |
Net loss | (3,237) | (3,237) | (9) | (3,246) | ||
Share-based compensation expense | 52 | 52 | 52 | |||
Balance at Mar. 31, 2015 | 154 | 597,323 | (200,767) | 396,710 | 12,642 | 409,352 |
Balance at Dec. 31, 2015 | 154 | 597,922 | (191,695) | 406,381 | 10,019 | 416,400 |
Net loss | (1,458) | (1,458) | (3) | (1,461) | ||
Exercise of options to purchase common shares, including excess tax benefit | 170 | 170 | 170 | |||
Share-based compensation expense | 18 | 18 | 18 | |||
Balance at Mar. 31, 2016 | $ 154 | $ 598,110 | $ (193,153) | $ 405,111 | $ 10,016 | $ 415,127 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,461) | $ (3,246) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Losses from equity method investments | 1,064 | 1,595 |
Benefit for deferred income taxes | (713) | (1,197) |
Share-based compensation expense | 18 | 52 |
Depreciation and amortization of property, equipment and leasehold improvements | 116 | 88 |
Other amortization | 1,243 | 1,284 |
Amortization related to issuance costs and debt discount of Senior Notes | 299 | |
Amortization related to investments | (266) | (281) |
Acquisition of real estate, held for development | (3,750) | |
Changes in operating assets and liabilities: | ||
Real estate, held for development | (7,747) | (2,463) |
Real estate, held for investment | (94) | (396) |
Restricted cash related to development activities | 36 | 13 |
Accounts receivable, deposits and other assets | (570) | (115) |
Deferred revenue | (819) | (206) |
Accounts payable and accrued liabilities | (88) | 295 |
Liability for environmental remediation | (12) | (22) |
Accrued interest payable | 1,903 | |
Income taxes receivable/payable | (4,378) | (1,795) |
Other liabilities | 72 | (43) |
Net cash used for operating activities | (11,397) | (10,187) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of investments (other than short-term) | (21,795) | |
Proceeds from maturities of investments available for sale | 21,900 | |
Investments in equity method investments | (22) | |
Net cash provided by (used for) investing activities | (22) | 105 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Reduction of debt | (618) | |
Exercise of options to purchase common shares | 170 | |
Net cash used for financing activities | (448) | |
Net decrease in cash and cash equivalents | (11,867) | (10,082) |
Cash and cash equivalents, beginning of period | 66,676 | 61,495 |
Cash and cash equivalents, end of period | 54,809 | 51,413 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | $ 4,128 | $ 762 |
Cash paid for interest (net of amounts capitalized) | ||
Non-cash operating and investing activities: | ||
Project development costs incurred that remain payable at end of period | $ 5,870 | $ 3,520 |
Accounting Developments
Accounting Developments | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 , which are included in our Annual Report filed on Fo rm 10-K for such year (the “2015 10-K”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The consolidated balance sheet at December 31, 201 5 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 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 April 2015, the Financial Accounting Standards Board (“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. We early adopted during 2015 when our long term debt was issued. In January 2016, we adopted the FASB's new guidance that amended the 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. The adoption of this guidance did not have a significant impact on our consolidated financial statements. In January 2016, the FASB issued new guidance that affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The FASB requires the recognition of lease assets and lease liabilities on the Statement of Financial Condition. The guidance is effective for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In March 2016, the FASB issued new guidance to simplify and improve accounting for share-based payments. The amendments include income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. Certain amounts have been reclassifie d to be consistent with the 2016 presentation. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2016 | |
Acquisition [Abstract] | |
Acquisition | 2. Acquisition During 2014, we closed on the acquisition of substantially all of the real estate properties and operations of Leucadia National Corporation (“Leucadia”), their 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”). 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 . |
Investment Held To Maturity
Investment Held To Maturity | 3 Months Ended |
Mar. 31, 2016 | |
Investment Held To Maturity [Abstract] | |
Investment Held To Maturity | 3 . Investment Held to Maturity In connection with the sales of real estate at 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 . 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. Currently there is not sufficient tax increment to fully pay interest on the Series 2006B Bonds. The Series 2006B Bonds bear interest at the rate of 7.5% per annum, payable semi-annually. The Series 2006B Bonds mature in October 2031. 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 $12,950,000 at March 31, 2016 . T he par value, amortized cost and estimated fair valu e of investments classified as held to maturity as of March 31, 2016 and December 31, 2015 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 March 31, 2016 Non-public bond $ 10,050 $ 10,869 $ - $ - $ 11,816 $ 11,816 December 31, 2015 Non-public bond $ 10,050 $ 10,603 $ - $ - $ 11,538 $ 11,538 In determining fair value, w e utilize estimates of future cash flow projections with inputs based on our internal data and any available market information. Inputs include estimates related to the assessed real estate values of the properties included in the tax district that services the Series 2006B Bonds , payments received and estimated tax increment generated from the estimated assessed property value. A present value calculation is applied to the estimate of future cash flows using an appropriate discount rate, currently 10% to reflect market risk and current market conditions when determining the estimated fair value of the asset. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Intangible Assets [Abstract] | |
Intangible Assets | 4 . Intangible Assets A summary of intangible assets is as follows (in thousands): March 31, December 31, Amortization 2016 2015 (in years) Above market lease contracts, net of accumulated amortization of $4,524 and $3,969 $ 6,349 $ 6,905 1 to 24 Lease in place value, net of accumulated amortization of $1,972 and $1,811 2,114 2,274 1 to 24 Intangible assets, net $ 8,463 $ 9,179 Below market lease contracts, net of accumulated amortization of $2,227 and $2,016 $ 3,360 $ 3,572 1 to 24 The amortization of above and below market lease contracts is recognized in Rental income. Above market lease values are amortized over the remaining terms of the underlying leases, and below market lease values are amortized over the initial terms plus the terms of any below market renewal options of the underlying leases. T he lease in place intangible is reflected in Depreciat ion and amortization expenses and amortized over t he life of the related lease. Amortization expense on intangible assets was $ 150,000 and $200,000 for the three month s ended March 31, 2016 and 2015, respectively . The estimated future amortization expense for the lease in place intangible asset for each of the next five years is as follows: re mainder of 2016 - $400,000; 2017 - $500,000; 2018 - $300,000; 2019 - $150,000; 2020 - $100,000 and thereafter - $700,000 . |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments [Abstract] | |
Equity Method Investments | 5 . Equity Method Investments We own 61.25% membership interest in BRP Holding . Although we have a majority interest, we concluded that we do not have control but only the ability to exercise significant influence on this inve stment. As such, we 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 March 31, 2016 and December 31, 2015 , our equity method investments are comprised of the following (in thousands): March 31, December 31, 2016 2015 BRP Holding $ 74,750 $ 74,753 BRP Hotel 24,299 25,338 Total $ 99,049 $ 100,091 Income (l osses ) from equity method investments includes the following for the three months ended March 31, 2016 and 2015 (in thousands): 2016 2015 BRP Holding $ (3) $ (952) BRP Hotel (1,061) (643) Total $ (1,064) $ (1,595) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
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 April 29, 2016, 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 March 31, 2016 and December 31, 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 30 , 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 are 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 collateralized 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 March 31, 2016, we are in compliance with all debt covenants. Absent certain asset sales (as discussed below), 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 are required to 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 fixed for the closing of such asset offer sale. On December 10, 2015, in accordance with the Indenture governing the Notes, we launched a tender offer for Notes in an aggregate amount equal to the proceeds received from certain asset sales and on January 8, 2016, extended such offer (the “2016 Asset Sale Offer”). On January 28, 2016, we closed on the 2016 Asset Sale Offer and, as a result, repurchased at par an aggregate principal amount of $618,000 of outstanding Notes from participating holders. We additionally paid an aggregate of approximately $3,000 of accrued interest to the date of such repurchase to holders that tendered notes in the 2016 Asset Sale Offer. Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $2,200,000 for the three months ended March 31, 2016. The Notes are presented on the Balance Sheet net of is suance costs of $550,000 and $750,000 and debt discount of $900,000 and $1,000,000 at March 31, 2016 and December 31, 2015, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 7 . Income Taxes During 2015, resulting from a tax matter related to the Acquisition, we recorded an unrecognized tax benefit of approximately $2,950,000 which is reflected in Other liabilities and a corresponding reduction in our Deferred tax liability. During the first quarter of 2016, we increased the unrecognized tax benefit by approximately $400,000 related to this tax matter. Over the next twelve months, the Company believes that the unrec ognized tax benefits will in crease. The statute of limitations with respect to the Company’s federal income tax returns has expired for all years through 2011, and with respect to California state income tax returns through 2010. |
Loss Per Common Share
Loss Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Loss Per Common Share [Abstract] | |
Loss Per Common Share | 8 . Loss Per Common Share Basic and diluted loss per share amounts were calculated by dividing net loss by the weighted average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted loss per share for the three months ended March 31, 2016 and 20 15 are as follows (in thousands): 2016 2015 Numerator – net loss attributable to HomeFed Corporation common shareholders $ (1,458) $ (3,237) Denominator for basic loss per share– weighted average shares 15,411 15,388 Stock options - - Denominator for diluted loss per share– weighted average shares 15,411 15,388 If the effect of stock options were not antidilutive due to our loss, weighted average shares outs tanding would have increased by 16,000 and 34,000 for the three months ended March 31, 2016 and 2015, respectively. |
Other Fair Value Information
Other Fair Value Information | 3 Months Ended |
Mar. 31, 2016 | |
Other Fair Value Information [Abstract] | |
Other Fair Value Information | 9 . 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): March 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Financial Liabilities: Long-term debt (a) $ 115,691 $ 116,149 $ 116,010 $ 117,447 (a) The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine a n average fair market value over the last 10 business days of the reporting period . 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10 . 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 2015 10-K, BRP Leasing is the indirect obligor under a lease fo r 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 March 31, 2016 (in thousands): Remainder of 2016 $ 5,671 2017 7,561 2018 6,301 $ 19,533 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 $45,00 0 for each of the three months e nded March 31, 2016 and 2015 . 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 March 31, 2016 and 2015 . 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. Leucadia is contractually obligated to obtain infrastructure improvement bonds on behalf of the San Elijo Hills project; see Note 14 for more information . |
Interest And Other Income
Interest And Other Income | 3 Months Ended |
Mar. 31, 2016 | |
Interest And Other Income [Abstract] | |
Interest And Other Income | 11. Interest and Other Income Interest and other income includes interest income of $300,000 for each of the three months ended March 31, 2016 and 2015. Interest and other income includes a $1,000,000 recovery in 2016 from the judg ment against certain defendants in the California Superior Court for the C ounty of Orange in January 2015 (see Note 14 for additional details on this legal matter). |
Real Estate Sales Activity
Real Estate Sales Activity | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate Sales Activity [Abstract] | |
Real Estate Sales Activity | 12 . Real Estate Sales Activity San Elijo Hills project: T here were no sales at the San Elijo Hills project during the three month periods ended March 31 , 201 6 and 201 5. During June 2015, we entered into an agreement 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. We received a $500,000 deposit during the third quarter of 2015 which is reflected in Other liabilities. This deposit is a builder performance deposit that will be fully refundable to the builder after the builder performs all of its requirements under the agreement. In the fourth quarter of 2015, we entered into a contract with a local developer to sell phase one and phase two of the Towncenter as well as a two acre site in the Towncenter previously designated as a church site for a purchase price of $6,400,000 . The purchase is contingent on the buyer obtaining plan approval from the City of San Marcos, the timing of which is uncertain. Ashville Park project: There were no sales at the Ashville Park project during the three month periods ended March 31, 2016 and 2015 . As of April 29, 2016 , we have entered into an agreement to sell the visitor center for net cash consideration of $500,000 ; the transaction is ex pected to close during the second quarter of 2016 . Construction of the clubhouse and pool amenity at the Ashville Park project is substantially complete . The timing of the development and sale of the remaining 195 entitled lo ts at the project is uncertain. The Market Common: For the three months ended March 31, 2016 and 2015, we closed on sales of real estate at The Market Common as follows: 2016 2015 Number of units sold Cash Proceeds Number of units sold Cash Proceeds Single family lots 11 $ 550,000 2 $ 70,000 Multi-family lots 5 150,000 10 250,000 Profit sharing agreements N/A 300,000 N/A 400,000 As of April 29, 2016, we have entered into an agreement to sell 41 single family lots for $1,800,000 and 83 multi-family lots for $1,350,000 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. Maine project s : In January 2016, we closed on the sale of a multi-family unit in Rockport , Maine and received cash proceeds of $100,000 . During March 2016, we entered into a contract to sell the remaining two lots at Rockport, Maine for aggregate cash proceeds of $600,000 which is expected to close during the second quarter of 2016. SweetBay project: 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 and welcome center are now open, and in April 2016, we began accepting reservations for homes with potential buyers. |
Real Estate Acquisitions
Real Estate Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate Acquisitions [Abstract] | |
Real Estate Acquisitions | 13. Real Estate Acquisitions During August 2015, we agreed to purchase 67 acres of land for $5,000,000 located adjacent to our Ashville Park project with the intenti on to entitle an additional 67 single family lots into the project. We placed a $200,000 refundable deposit and submitted the plans to the City of Virginia Beach. The purchase is contingent upon approval of the 67 lot entitlement into our project by City of Virginia Beach within 180 days from the effective date of the agreement which was extended to June 30, 2016 . If approved, the remaining amount will not be due until the earlier of (i) the first lot closing of the additional 67 lots added to the entitlements or (ii) December 31, 2018. We are pursuing fee title to the Pacho Property located in San Luis Obispo County, CA, which we acquired in the Acquisition and which is currently held for development as a leasehold interest with a book value of $18,100,000 at March 31, 2016 . If we are unable to obtain fee title to the property in a reasonable period of time, we may not develop the property and an impairment of the asset may be taken. Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $2,200,000 for the three months ended March 31, 2016. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2016 | |
Commitments [Abstract] | |
Commitments | 14 . Commitments BRP Leasing is the indirect obligor under a lease for office sp ace at BRP Holding. See Note 10 for information concerning BRP Leasing’s minimum annual rental expense. In April 2016, the school at the SweetBay project refinanced its $5,500,000 loan for which we had pledged 42 acres of land as collateral. The school i ncreased the total loan to $8,1 00,000 . Additionally, w e dedicated the school site land and building to the school and terminated their below market lease. We were also released from our 42 acre s of land pledged as collateral. We retained a repurchase right in the event the school defaults on their loan. The loan is now only secured by the sch ool cash flow and the real estate now owned by the school. For real estate development projects, we are generally required to obtain infrastructure improvemen t bonds at the beginning of construction work and warranty bonds upon completion of such improvements. These bonds are issued by surety companies to guarantee satisfactory completion of a project and provide funds primarily to a municipality in the event we are unable or unwilling to complete certain infrastructure improv ements. As we develop the planned area and the municipal ity accepts the improvements, the bonds are released. Should the respective municipality or others draw on the bonds for any reason, certain of our subsidiaries would be obligated to pay. Specifically for the San Elijo Hills project, Leucadia is contractually obligated to obtain these bonds on behalf of the project pursuant to the terms of agreements entered into when the project was acquired by us. We are responsible for paying all third party fees related to obtaining the bonds. As of March 31, 2016, the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $17,750,000 San Elijo Hills project $1,900,000 Ashville Park project $1,200,000 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 March 31, 2016, $1,350,000 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 March 31, 2016 was approximately $28,600,000 , which includes approximately $9,050,000 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 Annual Report filed on Form 10-K for the year ended December 31, 2013 , 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. The remediation activities were completed in February 2013. We received final approval of the remediation from the County of San Diego Department of Env ironmental Health in June 2013. Otay 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, th e 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 d that such loss was prob able 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. In August 2015, the court denied the defendants’ request for recovery of attorney fees. The defendants have appealed the ruling. 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. We can give no assurances as to the ultimate outcome of this matter or that any appeal will be successful. During the course of the Otay 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 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 . In January 2016, we collected $1,000,000 of this judgment to settle the matter. However, other defendants prevailed on a defense resulting in a defense judgment against Otay and Flat Rock subjecting them to payment of the prevailing defendants’ litigation costs and attorneys’ fees. As a result, we paid $200,000 during the third quarter of 2015. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Segment Information | 15 . 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. Corporate primarily consi sts of interest income and overhead expenses. Corporate amounts are not allocated to the operating units. Certain information concerning our segments for the three months ended March 31, 2016 and 2015 is presented in the following table 2016 2015 (in thousands) Revenues: Real estate $ 7,887 $ 6,548 Corporate 3 3 Total consolidated revenues $ 7,890 $ 6,551 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 763 $ (2,184) Farming (1,227) (988) Corporate (2,107) (2,304) Total consolidated income from continuing operations before income taxes and noncontrolling interest $ (2,571) $ (5,476) Depreciation and amortization expenses: Real estate $ 952 $ 1,016 Farming 54 25 Corporate 11 7 Total consolidated depreciation and amortization expenses $ 1,017 $ 1,048 Identifiable assets employed: March 31, 2016 Dec 31, 2015 Real estate $ 526,406 $ 522,410 Farming 12,342 12,894 Corporate 14,858 20,007 Total consolidated assets $ 553,606 $ 555,311 Farming revenues are generally recognized during the second half of the year when the crop is harvested and sold. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16 . Subsequent Event s In April 2016 , through a HomeFed subsidiary as th e managing member, we formed a limited liability company (the “LLC”) to own and develop an approximate 450 acre community in the Otay Ranch General Plan Area of Chula Vista, California and entered into an operating agreement with three builders as members of the LLC. We made an initial capital contribution of $20,000,000 representing the fair market value of land contributed to the LLC after considering proceeds of $30,000,000 received from the builders at closing, which represents the value of their capital contributions. The transaction, planned for 948 homes, closed on April 27, 2016. The builders are obligated to contribute an additional $20,000,000 to the LLC on or after January 3, 2017 upon notice from us that the final map has been recorded subdividing the land into final development parcels and notice that certain other conditions of approval have been completed. The LLC agreement provides that we are responsible for the remaining cost of developing the community infrastructure with funding guaranteed by HomeFed and the builders are responsible for the remaining construction and the mar keting of the 948 homes with funding guaranteed by their respective parent entities. In April 2016, we received $1,300,000 from the Florida Department of Transportation for the purchase of approximately seven acres of land at the SweetBay project to be used for the expansion of State Road 390. In April 2016, we sold five single family lots at The Market Common for cash proceeds of $235,000 . We invested $500,000 in BRP Hotel to provide funding for the renovation of the hotel during April 2016. Our estimated portion of add itional funding is $3,350,000 to complete the hotel renovation . Contributions are made on a pro rata basis, and thus, ownership percentages will remain constant. |
Investment Held To Maturity (Ta
Investment Held To Maturity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investment 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 March 31, 2016 Non-public bond $ 10,050 $ 10,869 $ - $ - $ 11,816 $ 11,816 December 31, 2015 Non-public bond $ 10,050 $ 10,603 $ - $ - $ 11,538 $ 11,538 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Intangible Assets [Abstract] | |
Schedule Of Intangible Assets | March 31, December 31, Amortization 2016 2015 (in years) Above market lease contracts, net of accumulated amortization of $4,524 and $3,969 $ 6,349 $ 6,905 1 to 24 Lease in place value, net of accumulated amortization of $1,972 and $1,811 2,114 2,274 1 to 24 Intangible assets, net $ 8,463 $ 9,179 Below market lease contracts, net of accumulated amortization of $2,227 and $2,016 $ 3,360 $ 3,572 1 to 24 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments [Abstract] | |
Schedule of Equity Method Investments | March 31, December 31, 2016 2015 BRP Holding $ 74,750 $ 74,753 BRP Hotel 24,299 25,338 Total $ 99,049 $ 100,091 |
Schedule of Income (Loss) Related To Equity Investment | 2016 2015 BRP Holding $ (3) $ (952) BRP Hotel (1,061) (643) Total $ (1,064) $ (1,595) |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Loss Per Common Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator For Loss Per Common Share | 2016 2015 Numerator – net loss attributable to HomeFed Corporation common shareholders $ (1,458) $ (3,237) Denominator for basic loss per share– weighted average shares 15,411 15,388 Stock options - - Denominator for diluted loss per share– weighted average shares 15,411 15,388 |
Other Fair Value Information (T
Other Fair Value Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Fair Value Information [Abstract] | |
Schedule Of Carrying Amounts And Estimated Fair Values | March 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Financial Liabilities: Long-term debt (a) $ 115,691 $ 116,149 $ 116,010 $ 117,447 The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine a n average fair market value over the last 10 business days of the reporting period |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule Of Future Minimum Annual Rental Expense | Remainder of 2016 $ 5,671 2017 7,561 2018 6,301 $ 19,533 |
Real Estate Sales Activity (Tab
Real Estate Sales Activity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate Sales Activity [Abstract] | |
Schedule Of Real Estate Sales Activity | 2016 2015 Number of units sold Cash Proceeds Number of units sold Cash Proceeds Single family lots 11 $ 550,000 2 $ 70,000 Multi-family lots 5 150,000 10 250,000 Profit sharing agreements N/A 300,000 N/A 400,000 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments [Abstract] | |
Schedule Of Outstanding Bonds | Amount of outstanding bonds Otay Land project $17,750,000 San Elijo Hills project $1,900,000 Ashville Park project $1,200,000 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Schedule Of Segment Reporting | 2016 2015 (in thousands) Revenues: Real estate $ 7,887 $ 6,548 Corporate 3 3 Total consolidated revenues $ 7,890 $ 6,551 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 763 $ (2,184) Farming (1,227) (988) Corporate (2,107) (2,304) Total consolidated income from continuing operations before income taxes and noncontrolling interest $ (2,571) $ (5,476) Depreciation and amortization expenses: Real estate $ 952 $ 1,016 Farming 54 25 Corporate 11 7 Total consolidated depreciation and amortization expenses $ 1,017 $ 1,048 Identifiable assets employed: March 31, 2016 Dec 31, 2015 Real estate $ 526,406 $ 522,410 Farming 12,342 12,894 Corporate 14,858 20,007 Total consolidated assets $ 553,606 $ 555,311 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($)$ / sharesshares | |
Acquisition [Abstract] | |
Shares issued to acquire assets | shares | 7.5 |
Aggregate purchase price | $ | $ 215.7 |
Aggregate purchase price per share | $ / shares | $ 29 |
Investment Held To Maturity (Na
Investment Held To Maturity (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)item | |
Schedule of Held-to-maturity Securities [Line Items] | |
Number of residential developments adjacent to property | item | 2 |
Discount rate | 10.00% |
Series 2006B Bonds [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amount outstanding | $ | $ 12,950,000 |
Series 2006B Bonds [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Interest rate | 7.50% |
Investment Held To Maturity (Sc
Investment Held To Maturity (Schedule Of Held To Maturity Securities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | $ 10,869 | $ 10,603 |
Non-Public Bond [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Par Value | 10,050 | 10,050 |
Amortized Cost | 10,869 | 10,603 |
Fair value of investment | $ 11,816 | $ 11,538 |
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 | $ 11,816 | $ 11,538 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intangible Assets [Abstract] | ||
Amortization expense | $ 150,000 | $ 200,000 |
Future amortization expense, intangible assets, remainder of 2016 | 400,000 | |
Future amortization expense, intangible assets, 2017 | 500,000 | |
Future amortization expense, intangible assets, 2018 | 300,000 | |
Future amortization expense, intangible assets, 2019 | 150,000 | |
Future amortization expense, intangible assets, 2020 | 100,000 | |
Future amortization expense, intangible assets, thereafter | $ 700,000 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 8,463 | $ 9,179 |
Below market lease contracts | 3,360 | 3,572 |
Below market lease contracts, Accumulated amortization | 2,227 | 2,016 |
Above Market Lease Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 6,349 | 6,905 |
Intangible assets, Accumulated amortization | 4,524 | 3,969 |
Leases In Place Value [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 2,114 | 2,274 |
Intangible assets, Accumulated amortization | $ 1,972 | $ 1,811 |
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 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) | Mar. 31, 2016 |
BRP Holding [Member] | |
Schedule of Equity Method Investments [Line Items] | |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 99,049 | $ 100,091 |
BRP Holding [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 74,750 | 74,753 |
BRP Hotel [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 24,299 | $ 25,338 |
Equity Method Investments (Sc40
Equity Method Investments (Schedule of Income (Loss) Related to Equity Investment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Income (losses) from equity method investments | $ (1,064) | $ (1,595) |
BRP Holding [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (losses) from equity method investments | (3) | (952) |
BRP Hotel [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (losses) from equity method investments | $ (1,061) | $ (643) |
Debt (Details)
Debt (Details) - USD ($) | Jun. 29, 2015 | Apr. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Apr. 29, 2016 |
Debt Instrument [Line Items] | |||||
Fair value of investment | $ 10,869,000 | $ 10,603,000 | |||
Repayment of debt | 618,000 | ||||
Payment of accrued interest | 3,000 | ||||
Capitalized interest on real estate held for development | 2,200,000 | ||||
Debt issuance costs | 550,000 | 750,000 | |||
Debt discount | 900,000 | $ 1,000,000 | |||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility | $ 15,000,000 | 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] | |||||
Amount allowed to borrow under debt covenants | $ 35,000,000 | ||||
6.5 % Senior Notes due 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount allowed to borrow under debt covenants | $ 125,000,000 | ||||
Interest rate | 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 | ||||
Series 2006B Bonds [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7.50% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 2,950 | |
Increase in unrecognized tax benefits | $ 400 |
Loss Per Common Share (Narrativ
Loss Per Common Share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Loss Per Common Share [Abstract] | ||
Antidilutive outstanding options excluded from the computation of earnings per share | 16 | 34 |
Loss Per Common Share (Schedule
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Loss Per Common Share [Abstract] | ||
Numerator- net income attributable to HomeFed Corporation common shareholders | $ (1,458) | $ (3,237) |
Denominator for basic loss per share– weighted average shares | 15,411 | 15,388 |
Denominator for diluted loss per share– weighted average shares | 15,411 | 15,388 |
Other Fair Value Information (D
Other Fair Value Information (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [1] | $ 115,691 | $ 116,010 |
Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [1] | $ 116,149 | $ 117,447 |
[1] | The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | Jun. 29, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Related Party Transaction [Line Items] | |||
Administrative services fee expenses | $ 45 | $ 45 | |
Chairman Of The Board And One Director [Member] | |||
Related Party Transaction [Line Items] | |||
Value of note outstanding purchased by related party | $ 5,000 | ||
Percentage of note outstanding purchased by related party | 4.00% | ||
Leucadia [Member] | |||
Related Party Transaction [Line Items] | |||
Expiration of sublease to Leucadia | Oct. 1, 2018 | ||
Other Operating Income | $ 3 | $ 3 | |
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 | Mar. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |
Remainder of 2016 | $ 5,671 |
2,017 | 7,561 |
2,018 | 6,301 |
Total | $ 19,533 |
Interest and Other Income (Deta
Interest and Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Interest And Other Income [Abstract] | ||
Other income awarded from lawsuit | $ 1,000 | |
Interest income | $ 300 | $ 300 |
Real Estate Sales Activity (Nar
Real Estate Sales Activity (Narrative) (Details) | Apr. 30, 2016USD ($)item | Apr. 29, 2016USD ($)property | Apr. 30, 2016USD ($) | Mar. 31, 2016USD ($)property | Jan. 31, 2016USD ($) | Jun. 30, 2015property | May. 31, 2015property | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)a | Aug. 31, 2015a |
San Elijo Hills [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Cash proceeds | $ 0 | ||||||||||||
Refundable deposit payment received | $ 500,000 | ||||||||||||
Area of real estate property | a | 2 | ||||||||||||
Sales price of real estate lots contracted to sell | $ 6,400,000 | ||||||||||||
Number of real estate properties contracted to construct and sell | property | 58 | ||||||||||||
Ashville Park [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Cash proceeds | $ 0 | $ 0 | |||||||||||
Area of real estate property | a | 67 | ||||||||||||
Maine Projects [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Number of real estate lots agreed to sell | property | 2 | ||||||||||||
Sales price of real estate lots contracted to sell | $ 600,000 | $ 600,000 | $ 600,000 | ||||||||||
SweetBay Project [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Number of real estate properties contracted to construct and sell | property | 127 | ||||||||||||
SweetBay Project [Member] | Subsequent Event [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Cash proceeds | $ 1,300,000 | ||||||||||||
Single Family Lots [Member] | The Market Common [Member] | Subsequent Event [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Cash proceeds | 235,000 | ||||||||||||
Multi-Family Lots [Member] | Maine Projects [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Cash proceeds | $ 100,000 | ||||||||||||
Homebuilder [Member] | Village B [Member] | Subsequent Event [Member] | |||||||||||||
Real Estate Properties [Line Items] | |||||||||||||
Number of entitled lots | item | 195 | ||||||||||||
Sales price of real estate lots contracted to sell | $ 500,000 | $ 500,000 | |||||||||||
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 | 41 | ||||||||||||
Sales price of real estate lots contracted to sell | $ 1,800,000 | ||||||||||||
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 | 83 | ||||||||||||
Sales price of real estate lots contracted to sell | $ 1,350,000 |
Real Estate Sales Activity (Sch
Real Estate Sales Activity (Schedule Of Real Estate Sales Activity) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)property | Mar. 31, 2015USD ($)property | |
Real Estate Properties [Line Items] | ||
Sales of real estate | $ 1,893 | $ 940 |
Single Family Lots [Member] | The Market Common [Member] | ||
Real Estate Properties [Line Items] | ||
Residential Units | property | 11 | 2 |
Sales of real estate | $ 550 | $ 70 |
Multi-Family Lots [Member] | The Market Common [Member] | ||
Real Estate Properties [Line Items] | ||
Residential Units | property | 5 | 10 |
Sales of real estate | $ 150 | $ 250 |
Revenues From Profit Sharing Agreements [Member] | The Market Common [Member] | ||
Real Estate Properties [Line Items] | ||
Sales of real estate | $ 300 | $ 400 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Millions | 1 Months Ended | |
Aug. 31, 2015USD ($)aproperty | Mar. 31, 2016USD ($) | |
Real Estate Properties [Line Items] | ||
Capitalized interest on real estate held for development | $ 2.2 | |
Ashville Park [Member] | ||
Real Estate Properties [Line Items] | ||
Area of real estate property | a | 67 | |
Cash used for the purchase of real estate | $ 5 | |
Number of real estate lots | property | 67 | |
Refundable deposit on real estate | $ 0.2 | |
Pacho [Member] | ||
Real Estate Properties [Line Items] | ||
Land held for development | $ 18.1 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2016USD ($)a | Jan. 31, 2016USD ($) | Mar. 31, 2016USD ($)a | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | ||||||
Restricted cash | $ 6,359,000 | $ 6,395,000 | ||||
Otay Ranch And Flat Rock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Recovery sought on purchase agreement | 4,000,000 | |||||
Settlement amount | $ 400,000 | |||||
Recovery of judgment, amount | $ 1,000,000 | |||||
Cash paid to settle a lawsuit | $ 200,000 | |||||
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 | 28,600,000 | |||||
Amount of indemnification in projected operating expenses and taxes | 9,050,000 | |||||
Escrow Deposits Related to Leasing activities | 1,350,000 | |||||
BRP Leasing [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Restricted cash | $ 500,000 | |||||
SweetBay Project [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Loan outstanding of school | $ 5,500,000 | |||||
Flat Rock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of legal costs to be reimbursed by us to the defendants | $ 350,000 | |||||
Area of land related to environmental remediation | a | 30 | |||||
Recovery sought on purchase agreement | $ 13,500,000 | |||||
Subsequent Event [Member] | SweetBay Project [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Loan outstanding of school | $ 8,100,000 | |||||
Area of land, pledged as collateral | a | 42 | |||||
Area of land, released from collateral | a | 42 |
Commitments (Schedule Of Outsta
Commitments (Schedule Of Outstanding Bonds) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Otay Land Project [Member] | |
Amount of outstanding bonds | $ 17,750 |
San Elijo Hills [Member] | |
Amount of outstanding bonds | 1,900 |
Ashville Park [Member] | |
Amount of outstanding bonds | $ 1,200 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Information [Abstract] | |
Number of reportable segments | 3 |
Segment Information (Schedule O
Segment Information (Schedule Of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | $ 7,890 | $ 6,551 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (2,571) | (5,476) | |
Total consolidated depreciation and amortization expenses | 1,017 | 1,048 | |
Total consolidated assets | 553,606 | $ 555,311 | |
Real Estate [Member] | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 7,887 | 6,548 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 763 | (2,184) | |
Total consolidated depreciation and amortization expenses | 952 | 1,016 | |
Total consolidated assets | 526,406 | 522,410 | |
Farming [Member] | |||
Segment Reporting Information [Line Items] | |||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (1,227) | (988) | |
Total consolidated depreciation and amortization expenses | 54 | 25 | |
Total consolidated assets | 12,342 | 12,894 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 3 | 3 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (2,107) | (2,304) | |
Total consolidated depreciation and amortization expenses | 11 | $ 7 | |
Total consolidated assets | $ 14,858 | $ 20,007 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Thousands | 1 Months Ended |
Apr. 30, 2016USD ($)apropertyitem | |
Otay Ranch [Member] | |
Subsequent Event [Line Items] | |
Area of land | a | 450 |
Number of builders | item | 3 |
Capital Contribution to LLC | $ 20,000 |
Number of planned homes | item | 948 |
Additional contributions from builders to be paid at a later date | $ 20,000 |
SweetBay Project [Member] | |
Subsequent Event [Line Items] | |
Area of land | a | 7 |
Cash proceeds | $ 1,300 |
Single Family Lots [Member] | The Market Common [Member] | |
Subsequent Event [Line Items] | |
Number of real estate lots sold | property | 5 |
Cash proceeds | $ 235 |
Homebuilder [Member] | Otay Ranch [Member] | |
Subsequent Event [Line Items] | |
Proceeds from builder contributions | 30,000 |
BRP Hotel [Member] | |
Subsequent Event [Line Items] | |
Additional contribution to equity method investments. | 500 |
Estimated additional funding | $ 3,350 |