Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 08, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | HOMEFED CORP | ||
Entity Central Index Key | 833,795 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 15,448,500 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 163,121,100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Real estate held for development | $ 297,665 | $ 301,683 |
Real estate held for investment, net | 42,536 | 43,347 |
Cash and cash equivalents | 53,140 | 66,676 |
Restricted cash | 2,672 | 6,395 |
Investment held to maturity, at amortized cost | 0 | 10,603 |
Equity method investments | 127,379 | 100,091 |
Accounts receivable, deposits and other assets | 18,564 | 16,719 |
Intangible assets, net | 5,634 | 9,179 |
Net deferred tax asset | 34,742 | 618 |
TOTAL | 582,332 | 555,311 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 13,438 | 7,899 |
Below market lease contract intangibles, net | 2,729 | 3,572 |
Non-refundable option payments | 25 | 25 |
Liability for environmental remediation | 1,455 | 1,466 |
Deferred revenue | 4,311 | 2,334 |
Income taxes payable | 1,338 | 3,022 |
Other liabilities | 5,778 | 4,583 |
Long-term debt, net | 102,084 | 116,010 |
Total liabilities | 131,158 | 138,911 |
COMMITMENTS AND CONTINGENCIES (Note 14) | ||
EQUITY | ||
Common stock, $.01 par value; 25,000,000 shares authorized; 15,448,500 and 15,407,500 shares outstanding after deducting 395,409 shares held in treasury | 154 | 154 |
Additional paid-in capital | 599,033 | 597,922 |
Accumulated deficit | (155,011) | (191,695) |
Total HomeFed Corporation common shareholders' equity | 444,176 | 406,381 |
Noncontrolling interest | 6,998 | 10,019 |
Total equity | 451,174 | 416,400 |
TOTAL | $ 582,332 | $ 555,311 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common shares, authorized (in shares) | 25,000,000 | 25,000,000 |
Common shares, shares outstanding (in shares) | 15,448,500 | 15,407,500 |
Treasury stock, shares (in shares) | 395,409 | 395,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES | |||
Sales of real estate | $ 53,275 | $ 40,594 | $ 35,637 |
Rental income | 22,717 | 23,210 | 17,623 |
Farming revenues | 4,436 | 5,042 | 5,199 |
Co-op marketing and advertising fees | 568 | 692 | 1,046 |
Total revenues | 80,996 | 69,538 | 59,505 |
EXPENSES | |||
Cost of sales | 35,830 | 22,243 | 18,593 |
Rental operating expenses | 17,626 | 17,485 | 12,835 |
Farming expenses | 3,596 | 3,467 | 3,314 |
General and administrative expenses | 14,695 | 13,689 | 15,287 |
Depreciation and amortization | 4,973 | 4,193 | 3,857 |
Administrative services fees to Leucadia National Corporation | 180 | 180 | 180 |
Total expenses | 76,900 | 61,257 | 54,066 |
Income before losses from equity method investments | 4,096 | 8,281 | 5,439 |
Losses from equity method investments | (947) | (1,137) | (298) |
Income from operations | 3,149 | 7,144 | 5,141 |
Interest and other income | 4,739 | 1,615 | 1,074 |
Income before income taxes and noncontrolling interest | 7,888 | 8,759 | 6,215 |
Income tax (expense) benefit | 29,075 | (2,256) | (1,483) |
Net income | 36,963 | 6,503 | 4,732 |
Net income attributable to the noncontrolling interest | $ (279) | (668) | (846) |
Net income attributable to HomeFed Corporation common shareholders | $ 5,835 | $ 3,886 | |
Basic and diluted earnings per common share attributable to HomeFed Corporation common shareholders (USD per share) | $ 2.38 | $ 0.38 | $ 0.29 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||
Net income | $ 36,963 | $ 6,503 | $ 4,732 |
Other comprehensive income (loss): | |||
Net unrealized holding gains (losses) on investments arising during the period, net of taxes of $0, $0 and $0 | 0 | 0 | (1) |
Net change in unrealized holding gains (losses) on investments, net of taxes of $0, $0 and $0 | 0 | 0 | (1) |
Other comprehensive income (loss), net of income taxes | 0 | 0 | (1) |
Comprehensive income | 36,963 | 6,503 | 4,731 |
Comprehensive income attributable to the noncontrolling interest | (279) | (668) | (846) |
Comprehensive income attributable to HomeFed Corporation common shareholders | $ 36,684 | $ 5,835 | $ 3,885 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||
Net unrealized holding gains (losses) on investments arising during the period, tax provision (benefit) | $ 0 | $ 0 | $ 0 |
Net change in unrealized holding gains (losses) on investments, tax provision (benefit) | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Total | Common Stock $.01 Par Value | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Subtotal | Noncontrolling Interest |
Numerator – net income attributable to HomeFed Corporation common shareholders | $ 3,886 | ||||||
Beginning balance at Dec. 31, 2013 | 189,930 | $ 79 | $ 381,171 | $ 1 | $ (201,416) | $ 179,835 | $ 10,095 |
Net income | 4,732 | 3,886 | 3,886 | 846 | |||
Other comprehensive loss, net of taxes | (1) | (1) | (1) | ||||
Shares issued to acquire assets from Leucadia National Corporation | 215,709 | 75 | 215,634 | 215,709 | |||
Noncontrolling interest acquired from Leucadia National Corporation | 1,710 | 1,710 | |||||
Share-based compensation expense | 200 | 200 | 200 | ||||
Exercise of options to purchase common shares, including excess tax benefit | 266 | 266 | 266 | ||||
Ending balance at Dec. 31, 2014 | 412,546 | 154 | 597,271 | 0 | (197,530) | 399,895 | 12,651 |
Numerator – net income attributable to HomeFed Corporation common shareholders | 5,835 | ||||||
Net income | 6,503 | 5,835 | 5,835 | 668 | |||
Other comprehensive loss, net of taxes | 0 | ||||||
Share-based compensation expense | 117 | 117 | 117 | ||||
Exercise of options to purchase common shares, including excess tax benefit | 534 | 534 | 534 | ||||
Distributions to noncontrolling interests | (3,300) | (3,300) | |||||
Ending balance at Dec. 31, 2015 | 416,400 | 154 | 597,922 | 0 | (191,695) | 406,381 | 10,019 |
Numerator – net income attributable to HomeFed Corporation common shareholders | 36,684 | ||||||
Net income | 36,963 | 36,684 | 279 | ||||
Other comprehensive loss, net of taxes | 0 | ||||||
Share-based compensation expense | 75 | 75 | 75 | ||||
Exercise of options to purchase common shares, including excess tax benefit | 1,036 | 1,036 | 1,036 | ||||
Distributions to noncontrolling interests | (3,300) | 3,300 | |||||
Ending balance at Dec. 31, 2016 | $ 451,174 | $ 154 | $ 599,033 | $ 0 | $ (155,011) | $ 444,176 | $ 6,998 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 36,963 | $ 6,503 | $ 4,732 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | |||
Losses from equity method investments | 947 | 1,137 | 298 |
Benefit for deferred income taxes | (34,124) | (2,683) | (446) |
Share-based compensation expense | 75 | 117 | 200 |
Excess tax benefit from exercise of stock options | (25) | (54) | (78) |
Depreciation and amortization of property, equipment and leasehold improvements | 516 | 397 | 304 |
Other amortization | 6,363 | 4,854 | 4,449 |
Amortization related to issuance costs and debt discount of Senior Notes | 1,241 | 668 | 0 |
Amortization related to investments | (821) | (1,141) | (847) |
Distributions from equity method investments | 0 | 0 | 549 |
Acquisition of real estate, held for development | 0 | (154,055) | 0 |
Changes in operating assets and liabilities: | |||
Real estate, held for development | (7,443) | (1,853) | (875) |
Real estate, held for investment | (393) | 336 | (867) |
Restricted cash related to development activities | 3,723 | 24 | (5,323) |
Accounts receivable, deposits and other assets | (4,313) | (2,827) | (1,856) |
Deferred revenue | 1,977 | (194) | (211) |
Accounts payable and accrued liabilities | 1,317 | (297) | (1,349) |
Non-refundable option payments | 0 | 0 | (990) |
Liability for environmental remediation | (11) | (29) | (48) |
Income taxes payable | (1,659) | 3,076 | (3,100) |
Other liabilities | 1,195 | 822 | 382 |
Net cash provided by (used for) operating activities | 5,528 | (145,199) | (5,076) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash acquired upon acquisition of assets from Leucadia National Corporation | 0 | 0 | 13,983 |
Acquisition of real estate, held for investment | 0 | 0 | (1,666) |
Purchases of investments (other than short-term) | 0 | (44,792) | (77,586) |
Proceeds from sales of redeemed investments | 11,424 | 0 | 0 |
Proceeds from sales of investments available for sale | 0 | 33,097 | 0 |
Proceeds from maturities of investments available for sale | 0 | 47,600 | 73,600 |
Proceeds from paydowns of investments held to maturity | 0 | 1,899 | 0 |
Investments in equity method investments | (16,446) | 0 | 0 |
Capital distributions from equity method investments | 3,389 | 0 | 668 |
Net cash provided by (used for) investing activities | (1,633) | 37,804 | 8,999 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Issuance of long-term debt | 0 | 123,750 | 0 |
Reduction of debt | (14,581) | (7,274) | 0 |
Payment of debt issuance costs | (586) | (1,134) | 0 |
Distributions to noncontrolling interests | (3,300) | (3,300) | 0 |
Exercise of options to purchase common shares | 1,011 | 480 | 188 |
Excess tax benefit from exercise of stock options | 25 | 54 | 78 |
Net cash provided by (used for) financing activities | (17,431) | 112,576 | 266 |
Net increase (decrease) in cash and cash equivalents | (13,536) | 5,181 | 4,189 |
Cash and cash equivalents, beginning of period | 66,676 | 61,495 | 57,306 |
Cash and cash equivalents, end of period | 53,140 | 66,676 | 61,495 |
Supplemental disclosures of cash flow information: | |||
Cash paid for income taxes | 6,729 | 1,371 | 5,030 |
Cash paid for interest (net of amounts capitalized) | 0 | 0 | 0 |
Non-cash operating and investing activities: | |||
Common stock issued for acquisition of assets from Leucadia National Corporation | 0 | 0 | 215,709 |
Project development costs incurred that remain payable at year end | $ 8,214 | $ 4,194 | $ 2,007 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The accompanying consolidated financial statements include the accounts of HomeFed Corporation (the “Company,”) and its consolidated subsidiaries. We also own equity interests in Brooklyn Renaissance Plaza and HomeFed Village III Master, LLC (“Village III Master”), which are accounted for under the equity method of accounting. We are currently engaged, directly and through our subsidiaries, in the investment in and development of residential and commercial real estate properties in California, Virginia, South Carolina, Florida, Maine and New York. All intercompany balances and transactions have been eliminated in consolidation. Our main business, real estate development, is highly competitive, and there are numerous residential real estate developers and development projects operating in the same geographic areas in which we operate. In addition, the real estate industry is subject to increasing environmental, building, zoning and real estate regulations that are imposed by various federal, state and local authorities. Timing of the initiation and completion of development projects depends upon receipt of necessary authorizations and approvals. Furthermore, changes in prevailing local circumstances or applicable laws may require additional approvals, or modifications of approvals previously obtained. Delays could adversely affect our ability to complete our projects, significantly increase the costs of doing so or drive potential customers to purchase competitors’ products. Environmental laws may cause us to incur substantial compliance, mitigation and other costs, may restrict or prohibit development in certain areas and may delay completion of our development projects. Delays arising from compliance with environmental laws and regulations could adversely affect our ability to complete our projects and significantly increase development costs. Our business may also be adversely affected by inflation and is interest-rate sensitive. Basis of Consolidation – Our policy is to consolidate all entities in which we can vote a majority of the outstanding voting stock. In addition, we consolidate entities which meet the definition of a variable interest entity for which we are the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. We consider special allocations of cash flows and preferences, if any, to determine amounts allocable to noncontrolling interests. All intercompany transactions and balances are eliminated in consolidation. In situations where we have significant influence, but not control, of an entity that does not qualify as a variable interest entity, we apply the equity method of accounting. Critical Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an on-going basis, we evaluate all of these estimates and assumptions. Actual results could differ from those estimates. Profit Recognition on Sales of Real Estate – When we have an obligation to complete improvements on property subsequent to the date of sale, we utilize the percentage of completion method of accounting to record revenues and cost of sales. Under percentage of completion accounting, we recognize revenues and cost of sales based upon the ratio of development costs completed as of the date of sale to an estimate of total development costs which will ultimately be incurred, including an estimate for common areas. Revenues which cannot be recognized as of the date of sale are reported as deferred revenue on the consolidated balance sheets. We believe we can reasonably estimate our future costs and profit allocation in order to determine how much revenue should be deferred. However, such estimates are based on numerous assumptions and require management’s judgment. For example, the estimate of future development costs includes an assumption about the cost of construction services for which we have no current contractual arrangement. If the estimate of these future costs proves to be too low, then we will have recognized too much profit as of the date of sale resulting in less profit to be reported as the improvements are completed. However, to date our estimates of future development costs that have been used to determine the amount of revenue to be deferred at the date of sale have subsequently been proven to be reasonably accurate. Income Taxes – We provide for income taxes using the balance sheet approach. We record a valuation allowance to reduce our net deferred tax asset to an amount that we expect is more likely than not to be realized. If our estimate of the realizability of our deferred tax asset changes in the future, an adjustment to the valuation allowance would be recorded which would increase income tax expense in such period. The valuation allowance is determined after considering all relevant facts and circumstances, and is based, in significant part, on our projection of taxable income in the future. Since any projection of future profitability is inherently uncertain, changes in the valuation allowance can be expected. During 2016, we determined that we had enough positive evidence to conclude that it is more likely than not that we will be able to generate enough future taxable income to fully utilize all of our Federal minimum tax credits. The primary positive evidence considered was the formation of Village III Master with three national builders to develop and build homes at the Otay Land project and the projections of taxable income from the Otay Land and other of our projects. In addition, our minimum tax credits have no expiration. As a result, we were able to conclude that it is more likely than not that we will be able to realize the entire portion of our net deferred tax asset; accordingly, approximately $31,850,000 of the deferred tax valuation allowance was released as a credit to income tax expense during 2016. The projection of future taxable income is based upon numerous assumptions about the future, including future market conditions where our projects are located, regulatory requirements, estimates of future real estate revenues and development costs, future interest expense, operating and overhead costs and other factors. We evaluate all positive and negative evidence with respect to our realizability of our deferred tax asset. To the extent there is sufficient negative evidence, an increase to the valuation allowance and tax expense would be recorded to reflect the appropriate amount of the change. We also record reserves for unrecognized tax benefits based on our assessment of the probability of successfully sustaining tax filing positions. Management exercises significant judgment when assessing the probability of successfully sustaining tax filing positions, and in determining whether a contingent tax liability should be recorded and if so estimating the amount. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts or we may be required to reduce the carrying amount of our net deferred tax asset, either of which could be significant to our Consolidated Balance Sheets or results of operations. We record interest and penalties, if any, with respect to uncertain tax positions as components of income tax expense. At this time, we believe we can substantiate our tax positions, and it is more likely than not that the outcome will result in our favor. Based on our evaluation of our tax filings at December 31, 2014, we did not record any amounts for uncertain tax positions. As of December 31, 2014, we had no gross unrecognized tax benefits. During the third quarter of 2015, resulting from a tax matter related to the Acquisition, we recorded an unrecognized tax benefit of approximately $2,550,000 which is reflected in Other liabilities and a corresponding reduction in our Deferred tax liability. During the fourth quarter of 2015, we increased the unrecognized tax benefit by $400,000 related to this tax matter. During 2016, we increased the unrecognized tax benefit by approximately $1,350,000 related to this tax matter. During 2016 and 2015, interest expense of $100,000 and $40,000 was accrued, respectively. We are currently under examination by the Internal Revenue Service for the tax year ended 2014. If any of our tax filing positions are successfully challenged, payments could be required that might be material to our results of operations. Provision for Environmental Remediation – We record environmental liabilities when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable. During 2002, we recorded a charge of $11,150,000 representing our estimate of the cost (including legal fees) to implement the most likely remediation alternative with respect to approximately 30 acres of undeveloped land owned by a subsidiary of Otay Land Company. The estimated liability was neither discounted nor reduced for claims for recovery from previous owners and users of the land who may be liable, and may increase or decrease based upon the actual extent and nature of the remediation required, the actual cost of the remediation, the expenses of the regulatory process, the costs of post-remediation monitoring requirements, inflation and other items. We have periodically examined, and when appropriate, adjusted our liability for environmental remediation to reflect our current best estimate. A change to the current estimate could result from, among other things, that the cost to implement the remediation is different than our current estimate, that the cost of future on-going monitoring efforts is different than our current estimate, and/or requirements imposed by regulatory authorities that we did not anticipate but is nevertheless required to implement. Provision for Impairment Losses on Real Estate – Our real estate is carried at cost. Whenever events or changes in circumstances suggest that the carrying amount may not be recoverable, management assesses the recoverability of the carrying amount of its real estate in accordance with GAAP. Some of the events or changes in circumstances that we consider as indicators of potential impairment include: (i) a change in market conditions in the local markets where we own real estate, (ii) a change in the availability of mortgages for retail buyers or a significant change in interest rates for mortgages, (iii) a change in expected use or development plans for properties, (iv) continuing operating or cash flow losses for real estate held for investment purposes, (v) an accumulation of costs in a development property that significantly exceeds its historical basis in property held long-term and (vi) a significant weather event that may have a negative impact on the property value. We use varying methods to determine if impairment exists, such as considering indicators of potential impairment and analyzing expected future cash flows and comparing the expected future undiscounted cash flows of the property to the carrying value. The accounting estimate related to the real estate impairment evaluation is susceptible to the use of assumptions about future sales proceeds and future expenditures. For projects under development, an estimate of future cash flows on an undiscounted basis is performed using estimated future expenditures necessary to maintain the existing project and using management’s best estimates about future sales prices and planned holding periods. If a property is considered impaired, the impairment charge is determined by the amount of the property’s carrying value that exceeds its fair value. We did not record any provisions for impairment losses during the years ended December 31, 2016 , 2015 and 2014 . Purchase Price Allocation – Under current authoritative accounting guidance, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and the liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method of accounting. We record our investments based on the fair value of the identifiable assets acquired, intangible assets acquired, liabilities assumed and any noncontrolling interest in the acquired entity, as well as recognizing and measuring goodwill or a gain from a bargain purchase at the acquisition date. Assets are recorded at fair value using appraisals and valuations performed by management and independent third parties. Fair values are based on the exit price (i.e. the price that would be received in an orderly transaction to sell an asset or transfer a liability between market participants at the measurement date). We evaluate several factors, including market data for similar assets, expected cash flows discounted at risk adjusted rates and replacement cost for the assets to determine an appropriate exit cost when evaluating the fair value of our assets. We immediately expense acquisition-related costs and fees associated with business combinations. Real Estate – Real estate includes all expenditures incurred in connection with the acquisition, development and construction of the property, including interest paid to third parties and property taxes. At acquisition, land costs are allocated to individual parcels or lots based on relative fair values or specific identification. Subsequent to acquisition, substantially all development costs are specifically identifiable to individual parcels or lots, or are considered allocated costs that are allocated principally based on relative sales value (principally property taxes, legal fees and consulting fees). Capitalized land costs are charged to cost of sales at the time that revenue is recognized. For Real estate held for investment, maintenance costs are expensed when incurred and depreciation is expensed on a straight-line basis over the estimated useful life of the assets or, if less, the term of the underlying lease. Cash and Cash Equivalents – Cash equivalents are money market accounts and short‑term, highly liquid investments that have maturities of less than three months at the time of acquisition. Restricted Cash – Restricted cash consists of amounts escrowed pursuant to the terms of our Purchase Agreement related to BRP Leasing's obligation under the master lease with Brooklyn Renaissance Plaza. Also included in restricted cash are funds held in an interest bearing bank account serving as collateral for a letter of credit for the benefit of the City of Myrtle Beach related to future development improvements planned at The Market Common. Investments – Investments with maturities equal to or greater than three months at the time of acquisition and classified as available for sale are carried at fair value with unrealized gains and losses reflected as a separate component of shareholders’ equity, net of taxes. The cost of securities sold is based on specific identification. We held one investment security that was classified as a held-to-maturity investment, which we had the intention to hold to maturity and the ability to do so. It was carried at cost, less impairments, plus accreted interest. We evaluated investments with unrealized losses to determine if they experienced an other-than-temporary impairment. This evaluation was based on various factors, including length of time securities were in a loss position, ability and intent to hold investments until unrealized losses were recovered or they matured and amount of the unrealized loss. See Note 3 for more information. Fair Value Hierarchy-- In determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. We apply a hierarchy to categorize our fair value measurements broken down into three levels based on the transparency of inputs as follows: Level 1:Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3:Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Investments available for sale are valued at quoted market prices. Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets our best estimate of fair value. We use prices and inputs that are current as of the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based upon consideration of available information, including types of financial instruments, current financial information, restrictions on dispositions, fair values of underlying financial instruments and quotations for similar instruments. The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models may be made when, in management’s judgment, features of the financial instrument such as its complexity, the market in which the financial instrument is traded and risk uncertainties about market conditions require that an adjustment be made to the value derived from the models. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. Transfers among the levels are recognized at the beginning of each period. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. Equity Method Investments – In situations where we have significant influence, but not control, of an entity we apply 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, and additionally, amortizing the difference between the fair value of the assets at the date of acquisition and the historical book basis over the remaining useful life of each asset, to calculate our share of the investment. Our equity interests in Brooklyn Renaissance Plaza and Village III Master are accounted for under the equity method of accounting as of December 31, 2016. We are required to periodically compare an investment’s carrying value to its estimated fair value. We would recognize an impairment charge if the carrying value exceeds the estimated fair value and is determined to be other than temporary. Allowance For Doubtful Accounts - We provide an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. Deferred Leasing Commissions - Deferred leasing commissions represent costs to obtain tenants at our retail and office rental properties. We amortize these charges over the original term of the lease and are reflected in Depreciation and amortization expense. Intangible Assets (Liabilities), Net – Intangibles includes above market lease value and lease in place value as assets and below market lease value as a liability, all recorded at fair value at the date of Acquisition. Above market lease value is amortized on a straight-line basis over the remaining term of the underlying leases, and below market lease values are amortized on a straight-line basis over the initial terms plus the terms of any below market renewal options of the underlying leases and is included in Rental income. Lease in place value is amortized over the term of the underlying lease and is included in Depreciation and amortization expense. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist, primarily changes in the underlying lease. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when certain events or circumstances exist indicating an assessment for impairment is necessary. Impairment exists when the carrying amount exceeds its fair value. Fair value will be determined using valuation techniques consistent with what a market participant would use. Sales of Real Estate – Revenues from real estate sales are recognized when a sale is closed and title transfers to the buyer, the buyer’s initial investment is adequate, any receivables are probable of collection and the usual risks and rewards of ownership have been transferred to the buyer. Rental Income – Rental income is recognized on a straight-line basis over the terms of the leases. Any rent payments received in excess of the amounts recognized as revenue are deferred and reflected as Deferred revenue in the consolidated balance sheets. For those leases that provide for billing of common area maintenance, such revenue is recognized in the period that the related estimated expenses are incurred based upon the tenant lease provision. At December 31, 2015, we recorded a reduction of $150,000 to Rental income and Accounts receivable related to the straight-line calculation of rental income in 2014. This out of period adjustment does not have a material impact on rental income, net income or accounts receivable as of and for the years ending December 31, 2016, 2015 and 2014. Recognition of Fee Income – We may be contractually entitled to receive co-op marketing and advertising fees that are due when builders sell homes. These fees are generally based upon a fixed percentage of the homes’ selling price and are recorded as revenue when the home is sold. Revenue and Profit Sharing Arrangements – Certain of our lot purchase agreements with homebuilders include provisions that entitle us to a share of the revenues or profits realized by the homebuilders upon their sale of the homes, after certain thresholds are achieved. The actual amount which could be received by us is generally based on a formula and other specified criteria contained in the lot purchase agreements, and are generally not payable and cannot be determined with reasonable certainty until the builder has completed the sale of a substantial portion of the homes covered by the lot purchase agreement. Our policy is to accrue revenue earned pursuant to these agreements when amounts are fully earned and payable pursuant to the lot purchase agreements, which is recorded as Sales of real estate. Any amounts received from homebuilders prior to then are deferred. Option Deposits – Option payments received from prospective buyers are recognized as liabilities until the title of the real estate is transferred or the option is forfeited, or in the case of refundable deposits, the prospective buyer decides not to purchase the real estate and the deposit is returned. Capitalization of Interest, Payroll and Real Estate Taxes – Interest, payroll related to construction and real estate taxes attributable to land and property construction are capitalized and added to the cost of those properties when active development begins and ends when the property development is fully completed and ready for its intended use. Debt discount and issuance costs –We net the debt discount and issuance costs against the carrying value of the debt. These costs are amortized as capitalized expenditures on a straight-line basis, which approximates the effective interest method, over the life of the respective debt liability. Farming Revenues and Expenses – Income from farming related activities are recognized when grapes are sold, and expenses from farming related activities are recognized when incurred. Share-Based Compensation – The cost of all share-based payments to employees, including grants of employee stock options and warrants, are recognized in the financial statements based on their fair values. The cost is recognized as an expense over the vesting period of the award on the straight-line basis. The fair value of each award is estimated at the date of grant using the Black-Scholes option pricing model. Recently Adopted or Issued Accounting Pronouncements – 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 is effective for interim and annual periods beginning after December 15, 2017. We intend to adopt the new guidance with a cumulative-effect adjustment to opening retained earnings. We do not expect this guidance will have any impact on our farming revenues. Our evaluation of the impact this new guidance will have on our revenue sources in our consolidated financial statements is ongoing. 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 do not believe the adoption of this accounting guidance will have a material effect on our consolidated financial statements. In June 2016, the FASB issued new guidance for estimating credit losses on certain types of financial instruments by introducing an approach based on expected losses. The guidance is effective for annual and interim periods beginning after December 15, 2019. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The guidance adds or clarifies guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. 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 November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. 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. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition | 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 represented management’s best estimates. |
Investments Held To Maturity
Investments Held To Maturity | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments Held To Maturity | INVESTMENTS HELD TO MATURITY In connection with its prior ownership of 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. We acquired these bonds as part of the Acquisition. Interest and principal on the Series 2006B Bonds are special obligations of the City of Myrtle Beach payable only from a 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 of Myrtle Beach 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. However, the Series 2006A and 2006B Bonds became eligible for refinance on October 1, 2016, and the City refinanced them. Upon redemption of the 2006B Bonds in October 2016, we received $13,338,000 which had a book value of $11,424,000 and we recorded a gain of $1,914,000 representing interest in arrears that was not previously recognized due to the uncertainty of collecting on these bonds at the Acquisition date. At December 31, 2015, the Series 2006B Bonds were classified as held-to-maturity investments as the Company has the positive intent and ability to hold the securities to maturity. The par value, amortized cost and estimated fair value of this investment 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 December 31, 2015 Non-public bond $ 10,050 $ 10,603 $ — $ — $ 11,538 $ 11,538 In determining fair value, we utilized estimates of future cash flow projections with inputs based on our internal data and any available market information. Inputs included 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 was applied to the estimate of future cash flows using an appropriate discount rate of 10% to reflect market risk and current market conditions when determining the estimated fair value of the asset. |
Real Estate
Real Estate | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate [Abstract] | |
Real Estate | REAL ESTATE Real estate carrying values are as follows (in thousands): December 31, 2016 2015 Real estate held for development: Otay Land project $ 182,075 $ 203,375 San Elijo Hills project 26,929 21,500 Pacho project 17,988 17,983 Fanita Ranch property 20,021 17,035 SweetBay project 25,078 15,976 Ashville Park project 8,321 7,884 The Market Common 7,161 7,820 Rampage property 6,211 6,211 Maine projects 3,881 3,899 Total $ 297,665 $ 301,683 Real estate held for investment, gross Land: The Market Common $ 3,744 $ 3,744 Maine projects — 2 Buildings: The Market Common 35,783 35,783 San Elijo Hills project 4,045 4,045 Maine projects 209 216 SweetBay project 523 523 Tenant improvements: The Market Common 2,056 1,570 San Elijo Hills project 475 475 46,835 46,358 Less: Accumulated depreciation (4,299 ) (3,011 ) Real estate held for investment, net $ 42,536 $ 43,347 Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $8,750,000 and $4,650,000 for 2016 and 2015, respectively. In March 2015, we completed the acquisition of approximately 64 acres of land in the Otay Ranch area of San Diego County, California for a cash purchase price of $3,750,000 . The land is entitled for 26 acres of industrial development and 62 single family homes. 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 . The purchase was funded in part out of our working capital and in part by the proceeds of the private offering, sale and issuance of the 6.5% Senior Notes. The land that was purchased is contiguous with the land we already owned and is entitled for approximately 2,640 single family lots, 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. During August 2015, we agreed to purchase 67 acres of land for $5,000,000 located adjacent to our Ashville Park project with the intention 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 the City of Virginia Beach within 180 days from the effective date of the agreement for which the deadline has been extended to June 30, 2017. If approved, the remaining purchase price will be due on the earlier of (i) the first lot closing of the additional 67 lots added to the entitlements or (ii) December 31, 2018. In 2016, Pacific Gas & Electric ("PG&E"), an affiliate of the lessor, began the process of decommissioning its Diablo Canyon Power Plant, which could take an undetermined period of time, and has recently stated that it will not make any commitments on land disposition of certain lands, including the Pacho Property, until PG&E’s recommendations for decommissioning the Diablo Canyon Power Plant have been considered by the California Public Utility Commission as part of PG&E’s decommissioning plan. We are cooperating with PG&E during their public review process regarding disposition of the lands and are continuing to pursue fee title to the Pacho Property, which we acquired in the Acquisition and which is currently held for development as a leasehold interest with a book value of $18,000,000 as of December 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. As of December 31, 2016, phase one of the Towncenter is considered a held for sale asset. The carrying amount of the phase one Towncenter asset, included in the Real estate held for investment line item on our consolidated balance sheets and included in the real estate segment, is $3,350,000 at December 31, 2016. Buildings classified as Real estate held for investment are depreciated over estimated useful lives ranging from 2 to 43 years. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | INTANGIBLE ASSETS, NET A summary of intangible assets, net at December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, Amortization 2016 2015 (in years) Above market lease contracts, net of accumulated $ 4,155 $ 6,905 1 to 24 Lease in place value, net of accumulated amortization 1,479 2,274 1 to 24 Intangible assets, net $ 5,634 $ 9,179 Below market lease contracts, net of accumulated $ 2,729 $ 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. The lease in place intangible is reflected in Depreciation and amortization expenses and is amortized over the life of the related lease. Amortization expense on intangible assets was $800,000 and $750,000 during 2016 and 2015, respectively, and $1,050,000 from the date of acquisition to December 31, 2014. The estimated future amortization expense for the lease in place intangible asset for each of the next five years is as follows: 2017 - $500,000 ; 2018 - $300,000 ; 2019 - $100,000 ; 2020 - $100,000 ; 2021 - $100,000 and thereafter - $400,000 . During the fourth quarter of 2016, one of our tenants at the Market Common, Piggly Wiggly, closed its supermarket with several years remaining on its lease. And as a result, we had to immediately recognize all the remaining amortization on the lease in place intangibles and above market lease intangibles which resulted in write-offs of intangible assets of $250,000 to Depreciation and amortization expense and a $600,000 decrease to Rental income, respectively. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | EQUITY METHOD INVESTMENTS Village III Master: In April 2016, through a HomeFed subsidiary, we formed a limited liability company, Village III Master, to own and develop an approximate 450 acre community planned for 948 homes in the Otay Ranch General Plan Area of Chula Vista, California. We entered into an operating agreement with three builders as members of Village III Master. We made an initial non-cash capital contribution of $20,000,000 which represents the fair market value of the land we contributed to Village III Master after considering proceeds of $30,000,000 we received from the builders at closing, which represents the value of their capital contributions. The historical book value of the land we contributed to Village III Master is $15,150,000 , which represents a basis difference of $4,850,000 . The basis difference will be amortized as future real estate sales occur. Although Village III Master is considered a variable interest entity, we do not consolidate since we are not deemed to be the primary beneficiary as all members share joint control through a management committee. Two of our executive officers are members of the eight -member management committee designated to consider major decisions for the Village III Master. As a result of having significant influence, we account for it under the equity method of accounting as of December 31, 2016. In January 2017, we recorded the final map that subdivided the approximately 450 acre parcel of land in the Otay Ranch General Plan Area of Chula Vista, California, which is now known as the community of Escaya. We formed three limited liability companies (“LLCs”) to own and develop 948 homes within Escaya and entered into individual operating agreements with each of the three builders as members of the LLCs. Upon admittance of the three builders into their respective individual LLCs, each of the three builders withdrew as members of Village III Master, which is now a wholly owned subsidiary of HomeFed Corporation. On January 5, 2017, we made an aggregate capital contribution valued at $33,200,000 to the three LLCs, representing land and completed improvement value. In addition to the $30,000,000 contribution made by the builders, as previously mentioned above, and $2,250,000 of capitalizable land improvements, the builders then made an additional cash contribution of $20,000,000 in January 2017 upon final map subdivision and entry into their respective individual LLCs, which will be used to fund infrastructure costs to be completed by us. Our maximum exposure to loss is limited to our equity commitment. We are responsible for the remaining cost of developing the community infrastructure for which we have received credit to date as a capital contribution, with funding guaranteed by us under the Village III Master operating agreement. The builders are responsible for the remaining construction and the marketing of the 948 homes with funding guaranteed by their respective parent entities. We are contractually obligated to obtain infrastructure improvement bonds on behalf of Village III Master. See Note 14 for more information. Summarized financial information for our interest in Village III Master (in thousands): Financial Statement Carrying Amounts VIE December 31, 2016 Assets Liabilities Assets Village III Master $ 28,387 $ — $ 65,482 Brooklyn Renaissance Plaza and Hotel: We own a 61.25% membership interest in BRP Holding. Although we have a majority interest, we concluded that we do not have control but only have the ability to exercise significant influence on this investment. As such, we account for BRP Holding under the equity method of accounting. We also own a 25.8% membership interest in BRP Hotel, which we account for BRP Hotel under the equity method of accounting. We invested $3,250,000 in BRP Hotel to provide funding for the renovation of the hotel during 2016. The hotel renovation was completed during the third quarter of 2016, and our hotel renovation funding was subsequently returned to us during the fourth quarter of 2016. Contributions and distributions were made on a pro rata basis, and thus, ownership percentages remained constant. The recognition of our share of the investees’ results takes into account the special rights and priorities of investors; accordingly, we employ the hypothetical liquidation at book value model to calculate our share of the investees’ profits or losses, and additionally, amortizing the difference between the fair value of the assets at the date of acquisition and the historical book basis over the remaining useful life of each asset, to calculate our share of the investment. Since we employ a balance sheet approach and our assets and liabilities were assigned fair values at time of acquisition as a result of purchase accounting, our equity pick up can vastly differ from the investee’s statements of income. At the date of the Acquisition, our interest in BRP Holding and BRP Hotel were fair valued at $77,950,000 and $24,800,000 , respectively, while the historical basis was ($15,250,000) and $7,150,000 in BRP Holding and BRP Hotel, respectively. At December 31, 2016 and 2015 , the basis difference for BRP Holding of $84,350,000 and $89,200,000 , respectively, and for BRP Hotel of $15,050,000 and $15,200,000 , respectively, is being amortized over the estimated useful lives of the respective underlying assets and liabilities acquired. Other: At December 31, 2016 and 2015 , our equity method investments are comprised of the following (in thousands): December 31, December 31, 2016 2015 BRP Holding $ 74,972 $ 74,753 BRP Hotel 24,020 25,338 Village III Master 28,387 — Total $ 127,379 $ 100,091 Income (loss) related to equity investment companies for the years ending December 31, 2016 and 2015 and for the period from the acquisition date to December 31, 2014 is as follows (in thousands): 2016 2015 2014 BRP Holding $ 219 $ (1,725 ) $ (847 ) BRP Hotel (1,166 ) 588 549 Total $ (947 ) $ (1,137 ) $ (298 ) The following table provides summarized data with respect to our equity method investments for 2016 and 2015 and the period from the acquisition date to December 31, 2014 (in thousands): 2016 2015 2014 Assets $ 286,898 $ 224,200 Liabilities $ 201,871 $ 208,116 Total revenues $ 98,017 $ 99,778 $ 102,637 Income from continuing operations before extraordinary items $ 4,050 $ 8,220 $ 7,084 Net income $ 4,050 $ 8,220 $ 7,084 Our (losses) related to equity investment companies $ (947 ) $ (1,137 ) $ (298 ) We have not provided any guarantees, nor are we contingently liable for any of the liabilities reflected in the above table. All such liabilities are non-recourse to us. Our exposure to adverse events at the investee companies is limited to the book value of the investment at BRP Plaza and Hotel and the equity commitment for Village III Master. There are no undistributed earnings of the equity investment companies accounted for under the equity method of accounting included in our consolidated retained earnings at December 31, 2016 and 2015 . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Lines of Credit: 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 February 8, 2017, no amounts have been drawn under either line of credit. Senior Notes: On June 30, 2015, we issued $125,000,000 principal amount of 6.5% Senior Notes due 2018 (the “Notes”) in a private placement. The Notes were issued at 99% of principal amount and bear interest at a rate of 6.5% , payable semi-annually in arrears on January 1 and July 1 of each year. The Notes are fully and unconditionally guaranteed by our wholly-owned domestic subsidiaries (the "Guarantors") and any of our future domestic wholly-owned subsidiaries, and mature on June 30, 2018. The Notes are senior unsecured obligations and the guarantees are the senior unsecured obligations of the Guarantors. The indenture governing the Notes 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 revolving 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. At December 31, 2016, we are in compliance with all debt covenants. On January 27, 2017, we entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture dated as of June 30, 2015 (as supplemented from time to time, the “Indenture”) among the Company, certain guarantors party thereto and Wilmington Trust, National Association as trustee (the “Trustee”) pursuant to which the Company issued its outstanding 6.50% Senior Notes due 2018 (the “Notes”). The Supplemental Indenture amends and waives certain provisions in the Indenture to, among other things, permit certain financing transactions in connection with the EB-5 Immigrant Investor Program (the “Financing Transactions”) for a project involving infrastructure improvements at Otay Ranch Village 3 North subject to certain restrictions and limitations as set forth in the Supplemental Indenture. Such amendments and waivers include amendments to certain negative covenants to permit the incurrence of indebtedness pursuant to the Financing Transactions (subject to restrictions and Exhibit A thereto) and to release guarantees by certain specified subsidiaries that are not Significant Subsidiaries (as defined in the Indenture). Holders of a majority in aggregate principal amount of the outstanding Notes consented to the amendments and waivers set forth in the Supplemental Indenture. The Supplemental Indenture became effective upon execution. The Notes are currently redeemable at our option, in whole or in part, at any time, at a redemption price equal to 100% of the principal amount outstanding and any accrued and unpaid interest. Upon the occurrence of a Change of Control (as defined in the indenture), we must make an offer to purchase all of the Notes at a price in cash equal to 101% of the aggregate principal amount outstanding plus any accrued and unpaid interest. In addition, 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 outstanding plus accrued and unpaid interest as of the date fixed for the closing of such asset sale offer. Accordingly, we have made the following repurchases: Date of Repurchase Principal Repurchased Approximate Interest Payment Associated with Repurchase December 15, 2016 $4,162,000 $120,000 November 15, 2016 $9,176,000 $220,000 September 27, 2016 $625,000 $10,000 January 28, 2016 $618,000 $3,000 October 20, 2015 $7,274,000 $146,000 The aggregate annual mandatory redemptions of all long-term debt during the five year period ending December 31, 2021 are as follows: 2017 - $0 ; 2018 - $103,145,000 ; 2019 - $0 ; 2020 - $0 and 2021 - $0 . The Notes are presented on the Balance Sheet net of issuance costs of $550,000 and $750,000 and debt discount of $500,000 and $1,000,000 at December 31, 2016 and 2015, respectively. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | NONCONTROLLING INTEREST Our ownership of San Elijo Hills project is through our indirect 85% owned subsidiary, San Elijo Ranch, Inc. (“SERI”). Pursuant to a stockholders’ agreement with the holders of the noncontrolling interests in SERI, we loan funds to SERI and charge a 12% annual rate. Once this loan is fully repaid, the noncontrolling shareholders of SERI are entitled to 15% of future cash flows distributed to shareholders. As of December 31, 2016 and 2015 , approximately $5,500,000 and $8,400,000 , respectively has been recognized for the SERI noncontrolling interests. Amounts recorded for the noncontrolling interests have been reduced for income taxes calculated pursuant to tax sharing agreements. During the third quarter of 2016 , dividends of $22,000,000 were declared and distributed by our subsidiary that owns the San Elijo Hills project, of which $3,300,000 was paid to the noncontrolling interests in the San Elijo Hills project, and the balance was transferred to the parent Company. The dividends retained by us did not increase the amount of consolidated liquidity reflected on our consolidated balance sheet; however, they did increase the liquidity of the parent Company. At December 31, 2016 and 2015 , noncontrolling interest includes $1,500,000 for the 10% minority shareholder in the Pacho project. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | STOCK INCENTIVE PLANS On August 13, 2014, the Board of Directors adopted the RSU Opportunity Plan (the “RSU Plan”) and approved a RSU Opportunity Notice (the “Notice”). An aggregate of 100,000 shares of Common Stock is available to be issued under the RSU Plan to our executive officers (the “Participants”). Participants may be granted restricted stock units (“RSUs”) based on satisfaction of established performance criteria at the end of the performance period specified in the RSU Plan. The performance period ends on December 31, 2016, and the degree to which the performance criteria has been satisfied and the actual amount of any awards to be granted are in the sole discretion of the Board of Directors. In the event that the Board of Directors determines that awards should be granted, the Board will issue awards no later than April 1, 2017. No awards have been made under the RSU Plan. Under our Amended and Restated 1999 Stock Incentive Plan (the “Plan”), we may grant options, stock appreciation rights and restricted stock to non-employee directors, certain non-employees and employees up to a maximum grant of 30,000 shares to any individual in a given taxable year. Pursuant to the Plan, each director of the Company is automatically granted options to purchase 1,000 shares on the date on which the annual meeting of stockholders is held. In August 2004, following shareholder approval, the Plan was amended to, among other things, increase the number of shares of common stock available for issuance by 300,000 shares. The Plan provides for the issuance of options and rights at not less than 100% of the fair market value of the underlying stock at the date of grant. Options granted to employees and certain non-employees generally become exercisable in five equal instalments starting one year from the date of grant and must be exercised within six years from the date of grant. Options granted to directors generally become exercisable in four equal instalments starting one year from the date of grant and must be exercised within five years from the date of grant. No stock appreciation rights have been granted. As of December 31, 2016 , 397,900 shares were available for grant under the Plan. A summary of activity with respect to the Plan for 2016 , 2015 and 2014 is as follows: Weighted- Common Weighted- Average Shares Average Remaining Aggregate Subject to Exercise Contractual Intrinsic Option Price Term Value Balance at January 1, 2014 94,500 $ 24.69 Granted 7,000 $ 58.00 Exercised (8,000 ) $ 23.50 $ 266,850 Balance at December 31, 2014 93,500 $ 27.29 Granted 7,000 $ 47.85 Exercised (20,000 ) $ 24.00 $ 418,240 Cancelled (1,000 ) $ 21.00 Balance at December 31, 2015 79,500 $ 30.00 Granted 7,000 $ 40.50 Exercised (41,000 ) $ 24.66 $ 694,830 Cancelled (12,500 ) $ 24.36 Balance at December 31, 2016 33,000 $ 40.98 2.6 years $ 243,600 Exercisable at December 31, 2016 15,750 $ 35.95 1.1 years $ 193,050 We recorded compensation cost related to stock incentive plans of $70,000 , $120,000 and $200,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively; such costs reduced net income by $30,000 , $70,000 and $120,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , total unrecognized compensation cost related to nonvested share-based compensation plans was $160,000 ; this cost is expected to be recognized over a weighted-average period of 1.4 years. The following summary presents the weighted-average assumptions used for the Black-Scholes option pricing model to determine the fair value for each of the stock option grants made during each of the three years in the period ended December 31: 2016 2015 2014 Risk free rate 1.06 % 1.56 % 1.48 % Expected volatility 29.97 % 24.65 % 29.60 % Expected dividend yield — % — % — % Expected life 4.3 years 4.3 years 4.3 years Fair value per grant $ 10.53 $ 10.90 $ 15.34 The expected life assumptions were based on historical behavior for the awards identified. The expected volatility was based on the historical behavior of our stock price. In July 2004, the Board of Directors approved the repurchase of up to 500,000 shares of our common stock. In 2008, we purchased 394,931 shares of our common stock for approximately $5,900,000 in a private transaction with an unrelated party. During 2009, we purchased 478 shares of our common stock in an open market transaction in accordance with our repurchase plan. After considering these transactions, we can repurchase up to 104,591 shares of common stock without additional board approval. Repurchased shares would be available for, among other things, use in connection with our stock option plan. The shares may be purchased from time to time, subject to prevailing market conditions, in the open market, in privately negotiated transactions or otherwise. Any such purchases may be commenced or suspended at any time without prior notice, and our ability to make such purchases remains subject to the covenants and restrictions in our Indenture governing our outstanding Notes (as defined herein). |
Sales Of Real Estate
Sales Of Real Estate | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate Sales Activity [Abstract] | |
Sales Of Real Estate | SALES OF REAL ESTATE Revenues from sales of real estate for each of the three years in the period ended December 31, is comprised of the following (in thousands): 2016 2015 2014 Otay Land: Undeveloped land $ 30,000 $ — $ — San Elijo Hills project: Developed lots 12,143 22,064 10,468 Single family homes — — 15,279 Revenues from profit sharing agreements — — 1,784 Ashville Park project: Developed lots 485 6,562 6,298 Single family homes 568 — — Revenues from profit sharing agreements 214 — — The Market Common: Developed lots 2,042 1,558 1,241 Revenues from profit sharing agreements 1,582 1,252 567 SweetBay project: Single family homes 4,168 — — Undeveloped land 1,283 — — Maine: Developed lots — 7,475 — Buildings 790 1,683 — Total $ 53,275 $ 40,594 $ 35,637 At the time we close on sales of real estate, a portion of the revenue is initially deferred if we are required to make significant improvements to the property. For the years ended December 31, 2016 and 2015 , the activity in the deferred revenue account is as follows (in thousands): 2016 2015 Deferred revenue balance at January 1, $ 2,334 $ 2,528 Revenue deferred on the date of sale 3,399 1,769 Deferred revenue recognized in operations (1,422 ) (1,963 ) Deferred revenue balance at December 31, $ 4,311 $ 2,334 As of December 31, 2016 , we estimate that we will spend approximately $2,300,000 to complete the required improvements, including costs related to common areas. We estimate these improvements will be substantially complete by the end of 2017. 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. As of February 8, 2017, we have entered into agreements to sell five single family homes at the San Elijo Hills project under this agreement for aggregate cash proceeds of $7,000,000 which are expected to close during the first half of 2017. As of February 8, 2017, we had entered into an agreement to sell 56 single family lots for $2,750,000 and 78 multi-family lots for $1,250,000 at The Market Common to a homebuilder. A non-refundable option deposit of $25,000 related to The Market Common was transferred from Leucadia to us as part of the Acquisition. As of February 8, 2017, we have entered into agreements to sell 34 single family homes at the SweetBay project for aggregate cash proceeds of $11,000,000 which are expected to close during 2017. |
Other Results Of Operations
Other Results Of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Results Of Operations | OTHER RESULTS OF OPERATIONS Interest and other income for each of the three years in the period ended December 31, consists of the following (in thousands): 2016 2015 2014 Interest income $ 876 $ 1,198 $ 914 Gain on settlement of a lawsuit 1,000 — — Gain on redeemed investments 1,914 — — Gain on settlement of BP claim 556 — — Management fee income from Leucadia — 60 45 Income from utility service agreement 300 229 — Other 93 128 115 Total $ 4,739 $ 1,615 $ 1,074 During 2016, our subsidiary at the SweetBay project received $550,000 related to the settlement of a claim against British Petroleum ("BP") arising from the damages caused by the Deepwater Horizon incident in April 2010 and the resulting BP oil spill in the Gulf of Mexico and recognized this amount as other income. Advertising costs included in general and administrative expenses were $1,000,000 , $700,000 and $600,000 for 2016 , 2015 and 2014 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The (benefit) provision for income taxes for each of the three years in the period ended December 31, was as follows (in thousands): 2016 2015 2014 Current taxes: Federal $ 3,720 $ 3,370 $ 1,501 State and local 1,329 1,569 428 Total current income taxes 5,049 4,939 1,929 Deferred taxes: Federal (32,964 ) (2,836 ) (410 ) State and local (1,160 ) 153 (36 ) Total deferred income taxes (34,124 ) (2,683 ) (446 ) Provision (benefit) for income taxes $ (29,075 ) $ 2,256 $ 1,483 Current federal income taxes from 2014 to 2016 principally relate to federal alternative minimum tax. The table below reconciles the expected statutory federal income tax to the actual income tax provision (in thousands): 2016 2015 2014 Expected federal income tax provision $ 2,761 $ 3,066 $ 2,175 State and local income taxes, net of federal income tax benefit 110 1,119 255 Decrease in valuation allowance (31,846 ) (1,556 ) (897 ) Permanent difference on tax exempt municipal bond interest (198 ) (264 ) (202 ) Permanent difference on real estate donation — (157 ) — Other permanent differences 80 49 87 Other 18 (1 ) 65 Actual income tax provision (benefit) $ (29,075 ) $ 2,256 $ 1,483 At December 31, 2016 and 2015 , the net deferred tax asset (liability) consisted of the following (in thousands): 2016 2015 Deferred Tax Asset: Minimum tax credit carryovers $ 29,743 $ 31,846 Land basis 1,741 1,906 BRP equity interest 8,855 6,325 Other, net 2,877 1,648 43,216 41,725 Valuation allowance — (31,846 ) 43,216 9,879 Deferred Tax Liability: Buildings (6,121 ) (6,302 ) Leaseholds (2,353 ) (2,959 ) (8,474 ) (9,261 ) Net deferred tax asset $ 34,742 $ 618 During 2016, we determined that we had enough positive evidence to conclude that it is more likely than not that we will be able to generate enough future taxable income to fully utilize all of our Federal minimum tax credits. The primary positive evidence considered was the formation of Village III Master with three national builders to develop and build homes at the Otay Land project and the projections of taxable income from the Otay Land and other of our projects. In addition, our minimum tax credits have no expiration. As a result, we were able to conclude that it is more likely than not that we will be able to realize the entire portion of our net deferred tax asset; accordingly, approximately $31,850,000 of the deferred tax valuation allowance was released as a credit to income tax expense during 2016. After taking into consideration our 2015 results of operations, we determined that minimum tax credits can be applied to our 2015 taxable income which results in our valuation allowance exceeding our deferred tax assets related to minimum tax credits. As a result, $1,550,000 of the deferred tax valuation allowance was reduced as a credit to income tax expense during 2015. As discussed above, during 2014 we were able to conclude that it is more likely than not that we will be able to realize an additional portion of our net deferred tax asset; accordingly, approximately $900,000 of the deferred tax valuation allowance was released as a credit to income tax expense during 2014. Minimum tax credit carryovers do not offset alternative minimum tax; however, they are able to reduce our federal income tax rate to 20% in any given year. In order to fully utilize our alternative minimum tax credit carryovers, we would have to generate $198,000,000 of taxable income. The following table reconciles the total amount of unrecognized tax benefits as of the beginning and end of the period presented (in thousands): Unrecognized Tax Benefits Interest Total Balance, January 1, 2015 $ — $ — $ — Increases based on tax positions related to current period 2,936 2,936 Interest expense recognized 40 40 Balance, December 31, 2015 2,936 40 2,976 Increases based on tax positions related 1,360 1,360 Interest expense recognized 110 110 Balance, December 31, 2016 $ 4,296 $ 150 $ 4,446 During the third quarter of 2015, resulting from a tax matter related to the Acquisition, we initially recorded an unrecognized tax benefit of approximately $2,550,000 which is reflected in Other liabilities and a corresponding reduction in our Deferred tax liability. No material penalties were accrued for the years ended December 31, 2016 and 2015. Over the next twelve months, the Company believes that the unrecognized tax benefits will increase. The statute of limitations with respect to the Company’s federal income tax returns has expired for all years through 2012, and with respect to California state income tax returns through 2011. We are currently under examination by the Internal Revenue Service for the tax year ended 2014. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share of common stock was calculated by dividing net income by the sum of the weighted average number of common shares outstanding, and for diluted earnings per share, the incremental weighted average number of shares issuable upon exercise of outstanding options for the periods they were outstanding. The treasury stock method is used for these calculations. The numerators and denominators used to calculate basic and diluted earnings per share for 2016 , 2015 and 2014 are as follows (in thousands): 2016 2015 2014 Numerator – net income attributable to HomeFed Corporation common shareholders $ 36,684 $ 5,835 $ 3,886 Denominator for basic earnings per share– weighted average shares 15,435 15,396 13,364 Stock options 10 30 38 Denominator for diluted earnings per share– weighted average shares 15,445 15,426 13,402 Options to purchase 16,600 , 9,600 and 4,400 weighted-average shares of common stock were outstanding during the years ended December 31, 2016 , 2015 and 2014 , respectively, but were not included in the computation of diluted per share amounts as the effect was antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES BRP Leasing is the indirect obligor under a lease for office space at BRP Holding. See Note 15 for information concerning BRP Leasing’s minimum annual rental expense. Future minimum annual rental income (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) from real estate held for investment are aggregated as follows at December 31, 2016 (in thousands): 2017 $ 5,057 2018 3,863 2019 2,643 2020 2,346 2021 2,042 Thereafter 10,034 $ 25,985 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 increased the total loan to $8,100,000 . Additionally, we dedicated the school site land and building to the school and terminated their below market lease. We were also released from our 42 acres 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 school cash flow and the real estate now owned by the school. Our corporate office space is leased under a non-cancellable lease that expires in October 2018. Rental expense (net of sublease income) was $250,000 , $250,000 and $250,000 , respectively, for 2016 , 2015 and 2014 . Future minimum annual rentals (exclusive of real estate, maintenance and other charges) are approximately $250,000 per year for the remainder of the lease term. A portion of this space is leased to Leucadia; see Note 15 for more information. For real estate development projects, we are generally required to obtain infrastructure improvement 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 improvements. As we develop the planned area and the municipality 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 December 31, 2016, the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project 53,650,000 San Elijo Hills project 3,000,000 Ashville Park project 800,000 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 $1,250,000 . As more fully discussed in the 2013 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. 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 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 2016 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. 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. BRP Leasing is required to keep a minimum of $500,000 on deposit in an escrow account to secure its lease obligations. At December 31, 2016 , $1,400,000 was in the escrow account and is classified as restricted cash. We have purchased insurance policies for general liability coverage including completed operations for our San Elijo Hills, Ashville Park and SweetBay projects with limits ranging from $ 5,000,000 to $17,000,000 . No claims have ever been made under these policies. In addition, we are indemnified by our homebuilders and we are named as an additional insured party under the policies of contractors who work on the property. 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 December 31, 2016 was approximately $20,850,000 of which includes approximately $6,950,000 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. We are subject to litigation which arises in the course of our business. We do not believe that the ultimate resolution of any such matters will materially affect our consolidated financial position, our consolidated results of operations or liquidity. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS In connection with the Offering of the Notes, on June 29, 2015, 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 $5,000,000 , 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 Directors 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). As required by the terms of the Notes, we have offered to repurchase Notes from all note holders, including Messrs. Steinberg and Cumming. Accordingly, as of December 31, 2016, each of Messrs. Steinberg and Cumming received approximately $200,000 in repayment of the Notes. 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 Group LLC and Joseph S. Steinberg, abstaining from the vote). Pursuant to the Placement Agency Agreement, Jefferies received a fee equal to 50 basis points from the gross proceeds of the offering, received a fee equal to 50 basis points of the outstanding balance of the Notes on the first anniversary of the Issue Date and will receive a fee equal to 50 basis points of the outstanding balance on the second anniversary of the Issue Date provided that Notes are outstanding at such date. 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. We entered into a consulting agreement between us and Patrick Bienvenue, one of our directors, to consult on various projects, primarily SweetBay. The agreement was approved by the Audit Committee pursuant to the Policy. During 2016, we paid Patrick Bienvenue $10,000 for his services and travel expenses under this agreement. Village III Master Two of our executive officers are members of the eight -member management committee designated to consider major decisions of Village III Master. Each partner in Village III Master appointed two members to the management committee, which is controlled jointly among all members. HomeFed is contractually obligated to obtain infrastructure improvement bonds on behalf of Village III Master. See Note 14 for more information. HomeFed may also be responsible for the funding of the real estate improvement costs for the infrastructure of the development if our subsidiary that invested in Village III Master fails to do so. Brooklyn Renaissance Plaza BRP Holding is the developer and owner of an 850,000 square foot office tower and parking garage located in Brooklyn, NY. We own a non-controlling 61.25% interest in the office tower and garage; the remaining interest in the office tower and garage is held by MWR L.L.C. (“MWR”). Prior to the construction of the project, Empire Insurance Company (“Empire”), a former subsidiary of Leucadia, entered into a twenty year master lease for nine floors in the office tower (approximately 286,000 square feet) that expires in October 2018. Empire immediately subleased four of the floors to Leucadia under the same terms and rates Empire committed to under the master lease. During 2000 and 2001, Empire subleased the remaining five floors to third party tenants for a term concurrent with the end of the master lease at amounts in excess of the rent Empire was obligated to pay under the master lease. MWR Associates (“Associates”), an affiliate of MWR, has the right to sublease two floors of the office tower. Leucadia and Associates entered into a pooling agreement, pursuant to which the subleasing of Leucadia’s four floors and Associates two floors would be jointly managed; sublease income and related expenses are shared pro rata between the parties based on the floors contributed to the pooling agreement. In connection with the sale of Empire to a third party, all of Empire’s and Leucadia’s rights and obligations under the master lease and subleases were assigned to and assumed by BRP Leasing. In connection with the Acquisition, Leucadia assigned its interest in the pooling agreement to HomeFed. Included in accounts receivable, deposits and other assets is $4,650,000 representing BRP Leasing’s share of undistributed amounts under the pooling agreement at December 31, 2016 . For the year ended December 31, 2016 , rental income includes BRP Leasing’s share of the pooling agreement of $5,500,000 , and rental income includes $8,500,000 of sublease income for the five floors originally sublet by Empire. Rental income includes a non-cash reduction of $1,600,000 for amortization related to purchase price accounting. For the year ended December 31, 2016 , rental operating expenses includes rent paid to BRP Holding (for all nine floors) of $11,900,000 . Future minimum annual rental income (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) from subleasing office space and participation in the pooling agreement is as follows at December 31, 2016 (in thousands): 2017 $ 12,740 2018 10,644 Thereafter — $ 23,384 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 rent to BRP Holding for office space is as follows at December 31, 2016 (in thousands): 2017 $ 7,561 2018 6,301 Thereafter — $ 13,862 Leucadia A portion of our corporate office space is sublet to Leucadia. Sublease payments from Leucadia reflected in Rental income were $12,000 in each of 2016 , 2015 and 2014 . We also received $5,000 of fee income per month related to the management and supervision of certain real estate in the Maine projects retained by Leucadia. For the years ended December 31, 2015 and 2014, we recognized $60,000 and $45,000 , respectively. This agreement was terminated on December 31, 2015. Pursuant to administrative services agreements, Leucadia provides administrative and accounting services to us, including providing the services of the Company’s Secretary. Administrative fees paid to Leucadia were $180,000 in each of 2016 , 2015 and 2014 . The administrative services agreement automatically renews for successive annual periods unless terminated in accordance with its terms. Leucadia has the right to terminate the agreement by giving the Company not less than one year’s prior notice, in which event the then monthly fee will remain in effect until the end of the notice period. We have the right to terminate the agreement, without restriction or penalty, upon 30 days prior written notice to Leucadia. The agreement has not been terminated by either party. Leucadia is contractually obligated to obtain infrastructure improvement bonds on behalf of the San Elijo Hills project; see Note 14 for more information. See Note 2 to our consolidated financial statements 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 and a Director of Leucadia. The terms and conditions of the purchase of assets from Leucadia were negotiated and approved by a special independent committee of our Board of Directors and ratified by our Board of Directors. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE 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): December 31, 2016 Carrying Fair Amount Value Financial Liabilities: Long-term debt (a) $ 102,084 $ 103,274 (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 an average fair market value over the last 10 business days of the reporting period. No assets or liabilities were measured at fair value on a nonrecurring basis as of December 31, 2016 and 2015 . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION We 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, which were acquired during 2014 in the Acquisition and Village III Master which was formed in 2016. 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 years ended 2016 , 2015 and 2014 is presented in the following table. Consolidated subsidiaries are reflected as of the date a majority controlling interest was acquired. Certain real estate projects acquired from Leucadia became wholly owned subsidiaries as of March 28, 2014. 2016 2015 2014 (in thousands) Revenues: Real estate $ 76,548 $ 64,484 $ 54,294 Farming 4,436 5,042 5,199 Corporate 12 12 12 Total consolidated revenues $ 80,996 $ 69,538 $ 59,505 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 16,638 $ 16,137 $ 14,470 Farming 462 1,242 1,719 Corporate (9,212 ) (8,620 ) (9,974 ) Total consolidated income from continuing operations before income taxes and noncontrolling interest $ 7,888 $ 8,759 $ 6,215 Depreciation and amortization expenses: Real estate $ 4,670 $ 3,999 $ 3,781 Farming 257 161 49 Corporate 46 33 27 Total consolidated depreciation and amortization expenses $ 4,973 $ 4,193 $ 3,857 Identifiable assets employed: Real estate $ 516,260 522,410 Farming 13,468 12,894 Corporate 52,604 20,007 Total consolidated assets $ 582,332 $ 555,311 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | SELECTED QUARTERLY FINANCIAL DATA (unaudited) First Second Third Fourth Quarter Quarter Quarter Quarter (In thousands, except per share amounts) 2016 Sales of real estate $ 1,893 $ 33,155 $ 2,757 $ 15,470 Rental income $ 5,883 $ 5,823 $ 5,812 $ 5,199 Farming revenues $ — $ — $ 4,427 $ 9 Co-op marketing and advertising fees $ 114 $ 196 $ 194 $ 64 Cost of sales $ 965 $ 23,829 $ 1,442 $ 9,594 Farming expenses $ 1,126 $ 814 $ 1,165 $ 491 Income (loss) from operations $ (3,933 ) $ 5,362 $ 1,180 $ 540 Net income (loss) attributable to HomeFed Corporation common shareholders $ (1,458 ) $ 35,756 $ 1,240 $ 1,146 Basic earnings (loss) per common share attributable to HomeFed Corporation shareholders $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 Diluted earnings (loss) per common share attributable to HomeFed Corporation shareholders $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 2015 Sales of real estate $ 940 $ 1,841 $ 8,773 $ 29,040 Rental income $ 5,458 $ 5,876 $ 6,068 $ 5,808 Farming revenues $ — $ — $ 4,988 $ 54 Co-op marketing and advertising fees $ 153 $ 217 $ 193 $ 129 Cost of sales $ 264 $ 1,346 $ 6,561 $ 14,072 Farming expenses $ 898 $ 870 $ 1,226 $ 473 Income (loss) from operations $ (5,825 ) $ (2,997 ) $ 2,944 $ 13,022 Net income (loss) attributable to HomeFed Corporation $ (3,237 ) $ (1,475 ) $ 2,069 $ 8,478 Basic earnings (loss) per common share attributable to $ (0.21 ) $ (0.10 ) $ 0.13 $ 0.55 Diluted earnings (loss) per common share attributable to $ (0.21 ) $ (0.10 ) $ 0.13 $ 0.55 Net income (loss) attributable to HomeFed Corporation common shareholders includes a credit to income tax expense of $31,850,000 in the second quarter of 2016 resulting from the reversal of the deferred tax valuation allowance. In 2016 and 2015 , the totals of quarterly per share amounts do not equal annual per share amounts because of changes in outstanding shares during the year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS As of February 8, 2017, we closed on the sale of eight single family lots with a homebuilder at The Market Common for $350,000 and also closed on the sale of five single family homes at the SweetBay project for $1,800,000 . We intend to fund our Otay Ranch Village 3 North project (“Village 3”or the “Project”) in part by raising funds under the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Services (“USCIS”) pursuant to the Immigration and Nationality Act (“EB-5 Program”). This program was created to stimulate the U.S. economy through the creation of jobs and capital investments in U.S. companies by foreign investors. The program allocates a limited number of immigrant visas per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a U.S. commercial enterprise. Regional centers are organizations, either publicly owned by cities, states or regional development agencies or privately owned, which facilitate investment in job-creating economic development projects by pooling capital raised under the EB-5 Program. Areas within regional centers that are rural areas or areas experiencing unemployment numbers higher than the national unemployment average rates are designated as Targeted Employment Areas (“TEA”). The EB-5 program was recently extended and is set to expire on April 30, 2017. Various reforms and bills have been proposed and will be considered by Congress in the coming months. We are monitoring the status of the EB-5 Program and do not expect this process to have a negative effect on our ability to raise funds under the EB-5 Program. In February 2017, we formed Otay Village III Lender, LLC, which is intended to serve as a new commercial enterprise under the EB-5 Program (“NCE”). The NCE is managed by Otay Village III Manager, LLC, a wholly owned subsidiary of HomeFed. The NCE is seeking to raise up to $125 million by offering up to 250 units in the NCE to qualified accredited EB-5 investors for a subscription price of $500,000 per unit, which is the minimum investment that an investor in a TEA project is required to make pursuant to EB-5 Program rules. The proceeds of the offering will be used to repay any outstanding bridge loan provided by HomeFed to its wholly owned subsidiary HomeFed Village III, LLC, a job creating entity under the EB-5 Program, and to fund infrastructure costs related to the development of Village 3. The terms of the loan are expected to be up to 6% simple interest per annum for 5 years with up to a two year extension. The NCE has offered the units to investors primarily located in China, Vietnam, and South Korea either directly or through relationships with agents qualified in their respective countries, in which case the NCE will pay an agent fee. Once an investor’s subscription and funds are accepted by the NCE, the investor must file a I-526 petition with the USCIS seeking approval of the investment’s suitability under the EB-5 program requirements and the investor’s suitability and source of funds. All investments will be held in an escrow account and will not be released until the investor files their I-526 petition with the USCIS and we have identified and provided collateral to secure the amount of the funds drawn from escrow. The Village 3 project must be approved by the State of California as a TEA and by the USCIS under the EB-5 program rules. Prior to approval by the USCIS, funds may be drawn from the escrow account with a HomeFed guarantee that funds will be returned in the event the Village 3 project is not approved. As of February 8, 2017, no amounts have been drawn from escrow related to the EB-5 financing. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The accompanying consolidated financial statements include the accounts of HomeFed Corporation (the “Company,”) and its consolidated subsidiaries. We also own equity interests in Brooklyn Renaissance Plaza and HomeFed Village III Master, LLC (“Village III Master”), which are accounted for under the equity method of accounting. We are currently engaged, directly and through our subsidiaries, in the investment in and development of residential and commercial real estate properties in California, Virginia, South Carolina, Florida, Maine and New York. All intercompany balances and transactions have been eliminated in consolidation. Our main business, real estate development, is highly competitive, and there are numerous residential real estate developers and development projects operating in the same geographic areas in which we operate. In addition, the real estate industry is subject to increasing environmental, building, zoning and real estate regulations that are imposed by various federal, state and local authorities. Timing of the initiation and completion of development projects depends upon receipt of necessary authorizations and approvals. Furthermore, changes in prevailing local circumstances or applicable laws may require additional approvals, or modifications of approvals previously obtained. Delays could adversely affect our ability to complete our projects, significantly increase the costs of doing so or drive potential customers to purchase competitors’ products. Environmental laws may cause us to incur substantial compliance, mitigation and other costs, may restrict or prohibit development in certain areas and may delay completion of our development projects. Delays arising from compliance with environmental laws and regulations could adversely affect our ability to complete our projects and significantly increase development costs. Our business may also be adversely affected by inflation and is interest-rate sensitive. |
Basis Of Consolidation | Basis of Consolidation – Our policy is to consolidate all entities in which we can vote a majority of the outstanding voting stock. In addition, we consolidate entities which meet the definition of a variable interest entity for which we are the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. We consider special allocations of cash flows and preferences, if any, to determine amounts allocable to noncontrolling interests. All intercompany transactions and balances are eliminated in consolidation. In situations where we have significant influence, but not control, of an entity that does not qualify as a variable interest entity, we apply the equity method of accounting. |
Critical Accounting Estimates | Critical Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an on-going basis, we evaluate all of these estimates and assumptions. Actual results could differ from those estimates. |
Profit Recognition On Sales Of Real Estate | Profit Recognition on Sales of Real Estate – When we have an obligation to complete improvements on property subsequent to the date of sale, we utilize the percentage of completion method of accounting to record revenues and cost of sales. Under percentage of completion accounting, we recognize revenues and cost of sales based upon the ratio of development costs completed as of the date of sale to an estimate of total development costs which will ultimately be incurred, including an estimate for common areas. Revenues which cannot be recognized as of the date of sale are reported as deferred revenue on the consolidated balance sheets. We believe we can reasonably estimate our future costs and profit allocation in order to determine how much revenue should be deferred. However, such estimates are based on numerous assumptions and require management’s judgment. For example, the estimate of future development costs includes an assumption about the cost of construction services for which we have no current contractual arrangement. If the estimate of these future costs proves to be too low, then we will have recognized too much profit as of the date of sale resulting in less profit to be reported as the improvements are completed. However, to date our estimates of future development costs that have been used to determine the amount of revenue to be deferred at the date of sale have subsequently been proven to be reasonably accurate. |
Income Taxes | Income Taxes – We provide for income taxes using the balance sheet approach. We record a valuation allowance to reduce our net deferred tax asset to an amount that we expect is more likely than not to be realized. If our estimate of the realizability of our deferred tax asset changes in the future, an adjustment to the valuation allowance would be recorded which would increase income tax expense in such period. The valuation allowance is determined after considering all relevant facts and circumstances, and is based, in significant part, on our projection of taxable income in the future. Since any projection of future profitability is inherently uncertain, changes in the valuation allowance can be expected. During 2016, we determined that we had enough positive evidence to conclude that it is more likely than not that we will be able to generate enough future taxable income to fully utilize all of our Federal minimum tax credits. The primary positive evidence considered was the formation of Village III Master with three national builders to develop and build homes at the Otay Land project and the projections of taxable income from the Otay Land and other of our projects. In addition, our minimum tax credits have no expiration. As a result, we were able to conclude that it is more likely than not that we will be able to realize the entire portion of our net deferred tax asset; accordingly, approximately $31,850,000 of the deferred tax valuation allowance was released as a credit to income tax expense during 2016. The projection of future taxable income is based upon numerous assumptions about the future, including future market conditions where our projects are located, regulatory requirements, estimates of future real estate revenues and development costs, future interest expense, operating and overhead costs and other factors. We evaluate all positive and negative evidence with respect to our realizability of our deferred tax asset. To the extent there is sufficient negative evidence, an increase to the valuation allowance and tax expense would be recorded to reflect the appropriate amount of the change. We also record reserves for unrecognized tax benefits based on our assessment of the probability of successfully sustaining tax filing positions. Management exercises significant judgment when assessing the probability of successfully sustaining tax filing positions, and in determining whether a contingent tax liability should be recorded and if so estimating the amount. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts or we may be required to reduce the carrying amount of our net deferred tax asset, either of which could be significant to our Consolidated Balance Sheets or results of operations. We record interest and penalties, if any, with respect to uncertain tax positions as components of income tax expense. At this time, we believe we can substantiate our tax positions, and it is more likely than not that the outcome will result in our favor. Based on our evaluation of our tax filings at December 31, 2014, we did not record any amounts for uncertain tax positions. As of December 31, 2014, we had no gross unrecognized tax benefits. During the third quarter of 2015, resulting from a tax matter related to the Acquisition, we recorded an unrecognized tax benefit of approximately $2,550,000 which is reflected in Other liabilities and a corresponding reduction in our Deferred tax liability. During the fourth quarter of 2015, we increased the unrecognized tax benefit by $400,000 related to this tax matter. During 2016, we increased the unrecognized tax benefit by approximately $1,350,000 related to this tax matter. During 2016 and 2015, interest expense of $100,000 and $40,000 was accrued, respectively. We are currently under examination by the Internal Revenue Service for the tax year ended 2014. If any of our tax filing positions are successfully challenged, payments could be required that might be material to our results of operations. |
Provision For Environmental Remediation | Provision for Environmental Remediation – We record environmental liabilities when it is probable that a liability has been incurred and the amount or range of the liability is reasonably estimable. During 2002, we recorded a charge of $11,150,000 representing our estimate of the cost (including legal fees) to implement the most likely remediation alternative with respect to approximately 30 acres of undeveloped land owned by a subsidiary of Otay Land Company. The estimated liability was neither discounted nor reduced for claims for recovery from previous owners and users of the land who may be liable, and may increase or decrease based upon the actual extent and nature of the remediation required, the actual cost of the remediation, the expenses of the regulatory process, the costs of post-remediation monitoring requirements, inflation and other items. We have periodically examined, and when appropriate, adjusted our liability for environmental remediation to reflect our current best estimate. A change to the current estimate could result from, among other things, that the cost to implement the remediation is different than our current estimate, that the cost of future on-going monitoring efforts is different than our current estimate, and/or requirements imposed by regulatory authorities that we did not anticipate but is nevertheless required to implement. |
Provision For Impairment Losses On Real Estate | Provision for Impairment Losses on Real Estate – Our real estate is carried at cost. Whenever events or changes in circumstances suggest that the carrying amount may not be recoverable, management assesses the recoverability of the carrying amount of its real estate in accordance with GAAP. Some of the events or changes in circumstances that we consider as indicators of potential impairment include: (i) a change in market conditions in the local markets where we own real estate, (ii) a change in the availability of mortgages for retail buyers or a significant change in interest rates for mortgages, (iii) a change in expected use or development plans for properties, (iv) continuing operating or cash flow losses for real estate held for investment purposes, (v) an accumulation of costs in a development property that significantly exceeds its historical basis in property held long-term and (vi) a significant weather event that may have a negative impact on the property value. We use varying methods to determine if impairment exists, such as considering indicators of potential impairment and analyzing expected future cash flows and comparing the expected future undiscounted cash flows of the property to the carrying value. The accounting estimate related to the real estate impairment evaluation is susceptible to the use of assumptions about future sales proceeds and future expenditures. For projects under development, an estimate of future cash flows on an undiscounted basis is performed using estimated future expenditures necessary to maintain the existing project and using management’s best estimates about future sales prices and planned holding periods. If a property is considered impaired, the impairment charge is determined by the amount of the property’s carrying value that exceeds its fair value. |
Purchase Price Allocation | Purchase Price Allocation – Under current authoritative accounting guidance, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and the liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method of accounting. We record our investments based on the fair value of the identifiable assets acquired, intangible assets acquired, liabilities assumed and any noncontrolling interest in the acquired entity, as well as recognizing and measuring goodwill or a gain from a bargain purchase at the acquisition date. Assets are recorded at fair value using appraisals and valuations performed by management and independent third parties. Fair values are based on the exit price (i.e. the price that would be received in an orderly transaction to sell an asset or transfer a liability between market participants at the measurement date). We evaluate several factors, including market data for similar assets, expected cash flows discounted at risk adjusted rates and replacement cost for the assets to determine an appropriate exit cost when evaluating the fair value of our assets. We immediately expense acquisition-related costs and fees associated with business combinations. |
Real Estate | Real Estate – Real estate includes all expenditures incurred in connection with the acquisition, development and construction of the property, including interest paid to third parties and property taxes. At acquisition, land costs are allocated to individual parcels or lots based on relative fair values or specific identification. Subsequent to acquisition, substantially all development costs are specifically identifiable to individual parcels or lots, or are considered allocated costs that are allocated principally based on relative sales value (principally property taxes, legal fees and consulting fees). Capitalized land costs are charged to cost of sales at the time that revenue is recognized. For Real estate held for investment, maintenance costs are expensed when incurred and depreciation is expensed on a straight-line basis over the estimated useful life of the assets or, if less, the term of the underlying lease. |
Cash And Cash Equivalents | Cash and Cash Equivalents – Cash equivalents are money market accounts and short‑term, highly liquid investments that have maturities of less than three months at the time of acquisition. |
Restricted Cash | Restricted Cash – Restricted cash consists of amounts escrowed pursuant to the terms of our Purchase Agreement related to BRP Leasing's obligation under the master lease with Brooklyn Renaissance Plaza. Also included in restricted cash are funds held in an interest bearing bank account serving as collateral for a letter of credit for the benefit of the City of Myrtle Beach related to future development improvements planned at The Market Common. |
Investments | Investments – Investments with maturities equal to or greater than three months at the time of acquisition and classified as available for sale are carried at fair value with unrealized gains and losses reflected as a separate component of shareholders’ equity, net of taxes. The cost of securities sold is based on specific identification. We held one investment security that was classified as a held-to-maturity investment, which we had the intention to hold to maturity and the ability to do so. It was carried at cost, less impairments, plus accreted interest. We evaluated investments with unrealized losses to determine if they experienced an other-than-temporary impairment. This evaluation was based on various factors, including length of time securities were in a loss position, ability and intent to hold investments until unrealized losses were recovered or they matured and amount of the unrealized loss. See Note 3 for more information. |
Fair Value Hierarchy | Fair Value Hierarchy-- In determining fair value, we maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. We apply a hierarchy to categorize our fair value measurements broken down into three levels based on the transparency of inputs as follows: Level 1:Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3:Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. Investments available for sale are valued at quoted market prices. Certain financial instruments have bid and ask prices that can be observed in the marketplace. For financial instruments whose inputs are based on bid-ask prices, the financial instrument is valued at the point within the bid-ask range that meets our best estimate of fair value. We use prices and inputs that are current as of the measurement date. For financial instruments that do not have readily determinable fair values using quoted market prices, the determination of fair value is based upon consideration of available information, including types of financial instruments, current financial information, restrictions on dispositions, fair values of underlying financial instruments and quotations for similar instruments. The valuation of financial instruments may include the use of valuation models and other techniques. Adjustments to valuations derived from valuation models may be made when, in management’s judgment, features of the financial instrument such as its complexity, the market in which the financial instrument is traded and risk uncertainties about market conditions require that an adjustment be made to the value derived from the models. Adjustments from the price derived from a valuation model reflect management’s judgment that other participants in the market for the financial instrument being measured at fair value would also consider in valuing that same financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of financial instrument and market conditions. As the observability of prices and inputs may change for a financial instrument from period to period, this condition may cause a transfer of an instrument among the fair value hierarchy levels. Transfers among the levels are recognized at the beginning of each period. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. |
Equity Method Investments | Equity Method Investments – In situations where we have significant influence, but not control, of an entity we apply 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, and additionally, amortizing the difference between the fair value of the assets at the date of acquisition and the historical book basis over the remaining useful life of each asset, to calculate our share of the investment. Our equity interests in Brooklyn Renaissance Plaza and Village III Master are accounted for under the equity method of accounting as of December 31, 2016. We are required to periodically compare an investment’s carrying value to its estimated fair value. We would recognize an impairment charge if the carrying value exceeds the estimated fair value and is determined to be other than temporary. |
Allowance For Doubtful Accounts | Allowance For Doubtful Accounts - We provide an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. |
Deferred Leasing Commissions | Deferred Leasing Commissions - Deferred leasing commissions represent costs to obtain tenants at our retail and office rental properties. We amortize these charges over the original term of the lease and are reflected in Depreciation and amortization expense. |
Intangible Assets (Liabilities), Net | Intangible Assets (Liabilities), Net – Intangibles includes above market lease value and lease in place value as assets and below market lease value as a liability, all recorded at fair value at the date of Acquisition. Above market lease value is amortized on a straight-line basis over the remaining term of the underlying leases, and below market lease values are amortized on a straight-line basis over the initial terms plus the terms of any below market renewal options of the underlying leases and is included in Rental income. Lease in place value is amortized over the term of the underlying lease and is included in Depreciation and amortization expense. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist, primarily changes in the underlying lease. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when certain events or circumstances exist indicating an assessment for impairment is necessary. Impairment exists when the carrying amount exceeds its fair value. Fair value will be determined using valuation techniques consistent with what a market participant would use. |
Sales Of Real Estate | Sales of Real Estate – Revenues from real estate sales are recognized when a sale is closed and title transfers to the buyer, the buyer’s initial investment is adequate, any receivables are probable of collection and the usual risks and rewards of ownership have been transferred to the buyer. |
Rental Income | Rental Income – Rental income is recognized on a straight-line basis over the terms of the leases. Any rent payments received in excess of the amounts recognized as revenue are deferred and reflected as Deferred revenue in the consolidated balance sheets. For those leases that provide for billing of common area maintenance, such revenue is recognized in the period that the related estimated expenses are incurred based upon the tenant lease provision. |
Recognition Of Fee Income | Recognition of Fee Income – We may be contractually entitled to receive co-op marketing and advertising fees that are due when builders sell homes. These fees are generally based upon a fixed percentage of the homes’ selling price and are recorded as revenue when the home is sold. |
Revenue And Profit Sharing Arrangements | Revenue and Profit Sharing Arrangements – Certain of our lot purchase agreements with homebuilders include provisions that entitle us to a share of the revenues or profits realized by the homebuilders upon their sale of the homes, after certain thresholds are achieved. The actual amount which could be received by us is generally based on a formula and other specified criteria contained in the lot purchase agreements, and are generally not payable and cannot be determined with reasonable certainty until the builder has completed the sale of a substantial portion of the homes covered by the lot purchase agreement. Our policy is to accrue revenue earned pursuant to these agreements when amounts are fully earned and payable pursuant to the lot purchase agreements, which is recorded as Sales of real estate. Any amounts received from homebuilders prior to then are deferred. |
Option Deposits | Option Deposits – Option payments received from prospective buyers are recognized as liabilities until the title of the real estate is transferred or the option is forfeited, or in the case of refundable deposits, the prospective buyer decides not to purchase the real estate and the deposit is returned. |
Capitalization Of Interest, Payroll And Real Estate Taxes | Capitalization of Interest, Payroll and Real Estate Taxes – Interest, payroll related to construction and real estate taxes attributable to land and property construction are capitalized and added to the cost of those properties when active development begins and ends when the property development is fully completed and ready for its intended use. |
Debt Discount And Issuance Costs | Debt discount and issuance costs –We net the debt discount and issuance costs against the carrying value of the debt. These costs are amortized as capitalized expenditures on a straight-line basis, which approximates the effective interest method, over the life of the respective debt liability. |
Farming Revenues And Expenses | Farming Revenues and Expenses – Income from farming related activities are recognized when grapes are sold, and expenses from farming related activities are recognized when incurred. |
Share-Based Compensation | Share-Based Compensation – The cost of all share-based payments to employees, including grants of employee stock options and warrants, are recognized in the financial statements based on their fair values. The cost is recognized as an expense over the vesting period of the award on the straight-line basis. The fair value of each award is estimated at the date of grant using the Black-Scholes option pricing model. |
Recently Adopted Or Issued Accounting Pronouncements | Recently Adopted or Issued Accounting Pronouncements – 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 is effective for interim and annual periods beginning after December 15, 2017. We intend to adopt the new guidance with a cumulative-effect adjustment to opening retained earnings. We do not expect this guidance will have any impact on our farming revenues. Our evaluation of the impact this new guidance will have on our revenue sources in our consolidated financial statements is ongoing. 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 do not believe the adoption of this accounting guidance will have a material effect on our consolidated financial statements. In June 2016, the FASB issued new guidance for estimating credit losses on certain types of financial instruments by introducing an approach based on expected losses. The guidance is effective for annual and interim periods beginning after December 15, 2019. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The guidance adds or clarifies guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. 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 November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. 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. |
Earnings Per Share | Basic earnings per share of common stock was calculated by dividing net income by the sum of the weighted average number of common shares outstanding, and for diluted earnings per share, the incremental weighted average number of shares issuable upon exercise of outstanding options for the periods they were outstanding. The treasury stock method is used for these calculations. |
Investments Held To Maturity (T
Investments Held To Maturity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Held To Maturity Securities | The par value, amortized cost and estimated fair value of this investment 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 December 31, 2015 Non-public bond $ 10,050 $ 10,603 $ — $ — $ 11,538 $ 11,538 |
Real Estate (Tables)
Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate [Abstract] | |
Schedule of Real Estate | Real estate carrying values are as follows (in thousands): December 31, 2016 2015 Real estate held for development: Otay Land project $ 182,075 $ 203,375 San Elijo Hills project 26,929 21,500 Pacho project 17,988 17,983 Fanita Ranch property 20,021 17,035 SweetBay project 25,078 15,976 Ashville Park project 8,321 7,884 The Market Common 7,161 7,820 Rampage property 6,211 6,211 Maine projects 3,881 3,899 Total $ 297,665 $ 301,683 Real estate held for investment, gross Land: The Market Common $ 3,744 $ 3,744 Maine projects — 2 Buildings: The Market Common 35,783 35,783 San Elijo Hills project 4,045 4,045 Maine projects 209 216 SweetBay project 523 523 Tenant improvements: The Market Common 2,056 1,570 San Elijo Hills project 475 475 46,835 46,358 Less: Accumulated depreciation (4,299 ) (3,011 ) Real estate held for investment, net $ 42,536 $ 43,347 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | A summary of intangible assets, net at December 31, 2016 and 2015 is as follows (in thousands): December 31, December 31, Amortization 2016 2015 (in years) Above market lease contracts, net of accumulated $ 4,155 $ 6,905 1 to 24 Lease in place value, net of accumulated amortization 1,479 2,274 1 to 24 Intangible assets, net $ 5,634 $ 9,179 Below market lease contracts, net of accumulated $ 2,729 $ 3,572 1 to 24 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | At December 31, 2016 and 2015 , our equity method investments are comprised of the following (in thousands): December 31, December 31, 2016 2015 BRP Holding $ 74,972 $ 74,753 BRP Hotel 24,020 25,338 Village III Master 28,387 — Total $ 127,379 $ 100,091 Summarized financial information for our interest in Village III Master (in thousands): Financial Statement Carrying Amounts VIE December 31, 2016 Assets Liabilities Assets Village III Master $ 28,387 $ — $ 65,482 |
Schedule of Income (Loss) Related To Equity Investment | Income (loss) related to equity investment companies for the years ending December 31, 2016 and 2015 and for the period from the acquisition date to December 31, 2014 is as follows (in thousands): 2016 2015 2014 BRP Holding $ 219 $ (1,725 ) $ (847 ) BRP Hotel (1,166 ) 588 549 Total $ (947 ) $ (1,137 ) $ (298 ) |
Schedule Of Equity Method Investments Summarized Financial Information | The following table provides summarized data with respect to our equity method investments for 2016 and 2015 and the period from the acquisition date to December 31, 2014 (in thousands): 2016 2015 2014 Assets $ 286,898 $ 224,200 Liabilities $ 201,871 $ 208,116 Total revenues $ 98,017 $ 99,778 $ 102,637 Income from continuing operations before extraordinary items $ 4,050 $ 8,220 $ 7,084 Net income $ 4,050 $ 8,220 $ 7,084 Our (losses) related to equity investment companies $ (947 ) $ (1,137 ) $ (298 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Accordingly, we have made the following repurchases: Date of Repurchase Principal Repurchased Approximate Interest Payment Associated with Repurchase December 15, 2016 $4,162,000 $120,000 November 15, 2016 $9,176,000 $220,000 September 27, 2016 $625,000 $10,000 January 28, 2016 $618,000 $3,000 October 20, 2015 $7,274,000 $146,000 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Option Activity | A summary of activity with respect to the Plan for 2016 , 2015 and 2014 is as follows: Weighted- Common Weighted- Average Shares Average Remaining Aggregate Subject to Exercise Contractual Intrinsic Option Price Term Value Balance at January 1, 2014 94,500 $ 24.69 Granted 7,000 $ 58.00 Exercised (8,000 ) $ 23.50 $ 266,850 Balance at December 31, 2014 93,500 $ 27.29 Granted 7,000 $ 47.85 Exercised (20,000 ) $ 24.00 $ 418,240 Cancelled (1,000 ) $ 21.00 Balance at December 31, 2015 79,500 $ 30.00 Granted 7,000 $ 40.50 Exercised (41,000 ) $ 24.66 $ 694,830 Cancelled (12,500 ) $ 24.36 Balance at December 31, 2016 33,000 $ 40.98 2.6 years $ 243,600 Exercisable at December 31, 2016 15,750 $ 35.95 1.1 years $ 193,050 |
Summary of Weighted-Average Assumptions | The following summary presents the weighted-average assumptions used for the Black-Scholes option pricing model to determine the fair value for each of the stock option grants made during each of the three years in the period ended December 31: 2016 2015 2014 Risk free rate 1.06 % 1.56 % 1.48 % Expected volatility 29.97 % 24.65 % 29.60 % Expected dividend yield — % — % — % Expected life 4.3 years 4.3 years 4.3 years Fair value per grant $ 10.53 $ 10.90 $ 15.34 |
Sales Of Real Estate (Tables)
Sales Of Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate Sales Activity [Abstract] | |
Schedule Of Real Estate Sales Activity | Revenues from sales of real estate for each of the three years in the period ended December 31, is comprised of the following (in thousands): 2016 2015 2014 Otay Land: Undeveloped land $ 30,000 $ — $ — San Elijo Hills project: Developed lots 12,143 22,064 10,468 Single family homes — — 15,279 Revenues from profit sharing agreements — — 1,784 Ashville Park project: Developed lots 485 6,562 6,298 Single family homes 568 — — Revenues from profit sharing agreements 214 — — The Market Common: Developed lots 2,042 1,558 1,241 Revenues from profit sharing agreements 1,582 1,252 567 SweetBay project: Single family homes 4,168 — — Undeveloped land 1,283 — — Maine: Developed lots — 7,475 — Buildings 790 1,683 — Total $ 53,275 $ 40,594 $ 35,637 |
Schedule Of Changes In Deferred Revenue | For the years ended December 31, 2016 and 2015 , the activity in the deferred revenue account is as follows (in thousands): 2016 2015 Deferred revenue balance at January 1, $ 2,334 $ 2,528 Revenue deferred on the date of sale 3,399 1,769 Deferred revenue recognized in operations (1,422 ) (1,963 ) Deferred revenue balance at December 31, $ 4,311 $ 2,334 |
Other Results Of Operations (Ta
Other Results Of Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest And Other Income | Interest and other income for each of the three years in the period ended December 31, consists of the following (in thousands): 2016 2015 2014 Interest income $ 876 $ 1,198 $ 914 Gain on settlement of a lawsuit 1,000 — — Gain on redeemed investments 1,914 — — Gain on settlement of BP claim 556 — — Management fee income from Leucadia — 60 45 Income from utility service agreement 300 229 — Other 93 128 115 Total $ 4,739 $ 1,615 $ 1,074 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Components Of Income Tax Benefit (Provision) | The (benefit) provision for income taxes for each of the three years in the period ended December 31, was as follows (in thousands): 2016 2015 2014 Current taxes: Federal $ 3,720 $ 3,370 $ 1,501 State and local 1,329 1,569 428 Total current income taxes 5,049 4,939 1,929 Deferred taxes: Federal (32,964 ) (2,836 ) (410 ) State and local (1,160 ) 153 (36 ) Total deferred income taxes (34,124 ) (2,683 ) (446 ) Provision (benefit) for income taxes $ (29,075 ) $ 2,256 $ 1,483 Current federal income taxes from 2014 to 2016 principally relate to federal alternative minimum tax. |
Reconciliation Of Effective Tax Provision | The table below reconciles the expected statutory federal income tax to the actual income tax provision (in thousands): 2016 2015 2014 Expected federal income tax provision $ 2,761 $ 3,066 $ 2,175 State and local income taxes, net of federal income tax benefit 110 1,119 255 Decrease in valuation allowance (31,846 ) (1,556 ) (897 ) Permanent difference on tax exempt municipal bond interest (198 ) (264 ) (202 ) Permanent difference on real estate donation — (157 ) — Other permanent differences 80 49 87 Other 18 (1 ) 65 Actual income tax provision (benefit) $ (29,075 ) $ 2,256 $ 1,483 |
Schedule Of Deferred Tax Assets | At December 31, 2016 and 2015 , the net deferred tax asset (liability) consisted of the following (in thousands): 2016 2015 Deferred Tax Asset: Minimum tax credit carryovers $ 29,743 $ 31,846 Land basis 1,741 1,906 BRP equity interest 8,855 6,325 Other, net 2,877 1,648 43,216 41,725 Valuation allowance — (31,846 ) 43,216 9,879 Deferred Tax Liability: Buildings (6,121 ) (6,302 ) Leaseholds (2,353 ) (2,959 ) (8,474 ) (9,261 ) Net deferred tax asset $ 34,742 $ 618 |
Changes In Unrecognized Tax Benefits | The following table reconciles the total amount of unrecognized tax benefits as of the beginning and end of the period presented (in thousands): Unrecognized Tax Benefits Interest Total Balance, January 1, 2015 $ — $ — $ — Increases based on tax positions related to current period 2,936 2,936 Interest expense recognized 40 40 Balance, December 31, 2015 2,936 40 2,976 Increases based on tax positions related 1,360 1,360 Interest expense recognized 110 110 Balance, December 31, 2016 $ 4,296 $ 150 $ 4,446 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator For Loss Per Common Share | The numerators and denominators used to calculate basic and diluted earnings per share for 2016 , 2015 and 2014 are as follows (in thousands): 2016 2015 2014 Numerator – net income attributable to HomeFed Corporation common shareholders $ 36,684 $ 5,835 $ 3,886 Denominator for basic earnings per share– weighted average shares 15,435 15,396 13,364 Stock options 10 30 38 Denominator for diluted earnings per share– weighted average shares 15,445 15,426 13,402 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Rental Payments Receivables From Real Estate Held For Investment | Future minimum annual rental income (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) from real estate held for investment are aggregated as follows at December 31, 2016 (in thousands): 2017 $ 5,057 2018 3,863 2019 2,643 2020 2,346 2021 2,042 Thereafter 10,034 $ 25,985 |
Schedule of Outstanding Bonds | As of December 31, 2016, the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project 53,650,000 San Elijo Hills project 3,000,000 Ashville Park project 800,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Future Minimum Annual Rental Income | Future minimum annual rental income (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) from subleasing office space and participation in the pooling agreement is as follows at December 31, 2016 (in thousands): 2017 $ 12,740 2018 10,644 Thereafter — $ 23,384 |
Schedule of Future Minimum Annual Rental Expense | 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 rent to BRP Holding for office space is as follows at December 31, 2016 (in thousands): 2017 $ 7,561 2018 6,301 Thereafter — $ 13,862 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amounts And Estimated Fair Values | 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): December 31, 2016 Carrying Fair Amount Value Financial Liabilities: Long-term debt (a) $ 102,084 $ 103,274 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Certain information concerning our segments for the years ended 2016 , 2015 and 2014 is presented in the following table. Consolidated subsidiaries are reflected as of the date a majority controlling interest was acquired. Certain real estate projects acquired from Leucadia became wholly owned subsidiaries as of March 28, 2014. 2016 2015 2014 (in thousands) Revenues: Real estate $ 76,548 $ 64,484 $ 54,294 Farming 4,436 5,042 5,199 Corporate 12 12 12 Total consolidated revenues $ 80,996 $ 69,538 $ 59,505 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 16,638 $ 16,137 $ 14,470 Farming 462 1,242 1,719 Corporate (9,212 ) (8,620 ) (9,974 ) Total consolidated income from continuing operations before income taxes and noncontrolling interest $ 7,888 $ 8,759 $ 6,215 Depreciation and amortization expenses: Real estate $ 4,670 $ 3,999 $ 3,781 Farming 257 161 49 Corporate 46 33 27 Total consolidated depreciation and amortization expenses $ 4,973 $ 4,193 $ 3,857 Identifiable assets employed: Real estate $ 516,260 522,410 Farming 13,468 12,894 Corporate 52,604 20,007 Total consolidated assets $ 582,332 $ 555,311 |
Selected Quarterly Financial 43
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | First Second Third Fourth Quarter Quarter Quarter Quarter (In thousands, except per share amounts) 2016 Sales of real estate $ 1,893 $ 33,155 $ 2,757 $ 15,470 Rental income $ 5,883 $ 5,823 $ 5,812 $ 5,199 Farming revenues $ — $ — $ 4,427 $ 9 Co-op marketing and advertising fees $ 114 $ 196 $ 194 $ 64 Cost of sales $ 965 $ 23,829 $ 1,442 $ 9,594 Farming expenses $ 1,126 $ 814 $ 1,165 $ 491 Income (loss) from operations $ (3,933 ) $ 5,362 $ 1,180 $ 540 Net income (loss) attributable to HomeFed Corporation common shareholders $ (1,458 ) $ 35,756 $ 1,240 $ 1,146 Basic earnings (loss) per common share attributable to HomeFed Corporation shareholders $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 Diluted earnings (loss) per common share attributable to HomeFed Corporation shareholders $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 2015 Sales of real estate $ 940 $ 1,841 $ 8,773 $ 29,040 Rental income $ 5,458 $ 5,876 $ 6,068 $ 5,808 Farming revenues $ — $ — $ 4,988 $ 54 Co-op marketing and advertising fees $ 153 $ 217 $ 193 $ 129 Cost of sales $ 264 $ 1,346 $ 6,561 $ 14,072 Farming expenses $ 898 $ 870 $ 1,226 $ 473 Income (loss) from operations $ (5,825 ) $ (2,997 ) $ 2,944 $ 13,022 Net income (loss) attributable to HomeFed Corporation $ (3,237 ) $ (1,475 ) $ 2,069 $ 8,478 Basic earnings (loss) per common share attributable to $ (0.21 ) $ (0.10 ) $ 0.13 $ 0.55 Diluted earnings (loss) per common share attributable to $ (0.21 ) $ (0.10 ) $ 0.13 $ 0.55 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2016builder | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)builderinvestment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2002USD ($)a | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Real Estate Properties [Line Items] | |||||||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850,000 | $ 31,850,000 | $ 1,550,000 | $ 900,000 | |||||
Uncertain tax positions | 0 | ||||||||
Unrecognized tax benefits | $ 2,976,000 | 4,446,000 | 2,976,000 | 0 | $ 2,550,000 | $ 2,550,000 | |||
Increase in unrecognized tax benefits | 400,000 | 1,400,000 | |||||||
Accrued interest expense | $ 40,000 | 100,000 | 40,000 | ||||||
Environmental remediation charge | $ 11,150,000 | ||||||||
Area of land related to environmental remediation (in acres) | a | 30 | ||||||||
Provision for impairment losses on real estate | $ 0 | 0 | $ 0 | ||||||
Number of investments classified as held-to-maturity | investment | 1 | ||||||||
Reduction in rental income | $ 150,000 | ||||||||
Otay Land project | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of builders | builder | 3 | 3 | |||||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850,000 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($)$ / sharesshares | |
Business Combinations [Abstract] | |
Stock issued during acquisition (in shares) | shares | 7,500,000 |
Purchase price | $ | $ 215.7 |
Share price (USD per share) | $ / shares | $ 29 |
Investments Held To Maturity (N
Investments Held To Maturity (Narrative) (Details) | Oct. 31, 2016USD ($) | Dec. 31, 2016USD ($)property |
Schedule of Available-for-sale Securities [Line Items] | ||
Number of residential developments adjacent to property | property | 2 | |
Series 2006B Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total principal amount of bonds issued by the City | $ 30,795,000 | |
Series 2006B Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Interest rate | 7.50% | |
Discount rate | 10.00% | |
Series 2006B Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Proceeds from sale of held-to-maturity securities | $ 13,338,000 | |
Held-to-maturity securities, sold security, at carrying value | 11,424,000 | |
Gain on sale of held-to-maturity securities | $ 1,914,000 |
Investments Held To Maturity (D
Investments Held To Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | $ 0 | $ 10,603 |
Non-public bond | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Par value | 10,050 | |
Amortized cost | 10,603 | |
Fair value of investment | 11,538 | |
Quoted Prices In Active Markets For Identical Assets (Level 1) | Non-public bond | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | 0 | |
Significant Other Observable Inputs (Level 2) | Non-public bond | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | 0 | |
Unobservable Inputs (Level 3) | Non-public bond | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Fair value of investment | $ 11,538 |
Real Estate (Schedule Of Real E
Real Estate (Schedule Of Real Estate) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Real Estate Properties [Line Items] | ||
Held for development | $ 297,665 | $ 301,683 |
Land and buildings for real estate held For investment | 46,835 | 46,358 |
Less: Accumulated depreciation | (4,299) | (3,011) |
Real estate held for investment, net | 42,536 | 43,347 |
Otay Land project | ||
Real Estate Properties [Line Items] | ||
Held for development | 182,075 | 203,375 |
San Elijo Hills project | ||
Real Estate Properties [Line Items] | ||
Held for development | 26,929 | 21,500 |
Buildings | 4,045 | 4,045 |
Tenant improvements | 475 | 475 |
Pacho project | ||
Real Estate Properties [Line Items] | ||
Held for development | 17,988 | 17,983 |
Fanita Ranch property | ||
Real Estate Properties [Line Items] | ||
Held for development | 20,021 | 17,035 |
SweetBay project | ||
Real Estate Properties [Line Items] | ||
Held for development | 25,078 | 15,976 |
Buildings | 523 | 523 |
Ashville Park project | ||
Real Estate Properties [Line Items] | ||
Held for development | 8,321 | 7,884 |
The Market Common | ||
Real Estate Properties [Line Items] | ||
Held for development | 7,161 | 7,820 |
Held for investment | 3,744 | 3,744 |
Buildings | 35,783 | 35,783 |
Tenant improvements | 2,056 | 1,570 |
Rampage property | ||
Real Estate Properties [Line Items] | ||
Held for development | 6,211 | 6,211 |
Maine projects | ||
Real Estate Properties [Line Items] | ||
Held for development | 3,881 | 3,899 |
Held for investment | 0 | 2 |
Buildings | $ 209 | $ 216 |
Real Estate (Narrative) (Detail
Real Estate (Narrative) (Details) | Jul. 02, 2015USD ($)ft²alothome | Aug. 31, 2015USD ($)alot | Mar. 31, 2015USD ($)ahome | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015 |
Real Estate Properties [Line Items] | ||||||
Capitalized interest costs | $ 8,750,000 | $ 4,650,000 | ||||
Approval period from effective date of agreement | 180 days | |||||
Real estate held for investment, net | 42,536,000 | $ 43,347,000 | ||||
Pacho project | ||||||
Real Estate Properties [Line Items] | ||||||
Land held for development, book value | 18,000,000 | |||||
Towncenter | ||||||
Real Estate Properties [Line Items] | ||||||
Real estate held for investment, net | $ 3,350,000 | |||||
Ashville Park project | ||||||
Real Estate Properties [Line Items] | ||||||
Area of real estate property (in acres) | a | 67 | |||||
Cash used for the purchase of real estate | $ 5,000,000 | |||||
Number of real estate lots (in properties) | lot | 67 | |||||
Refundable deposit on real estate | $ 200,000 | |||||
Otay Land project | ||||||
Real Estate Properties [Line Items] | ||||||
Area of real estate property (in acres) | a | 1,600 | 64 | ||||
Cash consideration | $ 3,750,000 | |||||
Cash used for the purchase of real estate | $ 150,000,000 | |||||
Industrial Development | Otay Land project | ||||||
Real Estate Properties [Line Items] | ||||||
Area of real estate property (in acres) | a | 30 | 26 | ||||
Finished Single Family Lots | Otay Land project | ||||||
Real Estate Properties [Line Items] | ||||||
Number of single family homes | home | 62 | |||||
Single Family Lots | Otay Land project | ||||||
Real Estate Properties [Line Items] | ||||||
Number of single family lots entitled | lot | 2,640 | |||||
Multi-Family Lots | Otay Land project | ||||||
Real Estate Properties [Line Items] | ||||||
Number of multi-family residential units entitled | home | 4,300 | |||||
Commercial Lot | Otay Land project | ||||||
Real Estate Properties [Line Items] | ||||||
Area of real estate property (in acres) | ft² | 40,000 | |||||
Open Space and Preserve | Otay Land project | ||||||
Real Estate Properties [Line Items] | ||||||
Area of real estate property (in acres) | a | 700 | |||||
Buildings | Minimum | ||||||
Real Estate Properties [Line Items] | ||||||
Estimated useful life | 2 years | |||||
Buildings | Maximum | ||||||
Real Estate Properties [Line Items] | ||||||
Estimated useful life | 43 years | |||||
6.5 % Senior Notes due 2018 | ||||||
Real Estate Properties [Line Items] | ||||||
Interest rate | 6.50% | 6.50% |
Intangible Assets, Net (Schedul
Intangible Assets, Net (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 5,634 | $ 9,179 |
Below market lease contracts | 2,729 | 3,572 |
Below market lease contracts, Accumulated amortization | 2,859 | 2,016 |
Above Market Lease Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 4,155 | 6,905 |
Intangible assets, Accumulated amortization | 6,719 | 3,969 |
Leases In Place Value | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,479 | 2,274 |
Intangible assets, Accumulated amortization | $ 2,606 | $ 1,811 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Below market lease contracts, useful lives | 1 year | |
Minimum | Above Market Lease Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 1 year | |
Minimum | Leases In Place Value | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Below market lease contracts, useful lives | 24 years | |
Maximum | Above Market Lease Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 24 years | |
Maximum | Leases In Place Value | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 24 years |
Intangible Assets, Net (Narrati
Intangible Assets, Net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 1,050 | $ 800 | $ 750 | |
Future amortization expense, intangible assets, 2017 | $ 500 | 500 | ||
Future amortization expense, intangible assets, 2018 | 300 | 300 | ||
Future amortization expense, intangible assets, 2019 | 100 | 100 | ||
Future amortization expense, intangible assets, 2020 | 100 | 100 | ||
Future amortization expense, intangible assets, 2021 | 100 | 100 | ||
Future amortization expense, intangible assets, thereafter | 400 | $ 400 | ||
Depreciation and Amortization Expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Write off of intangible assets | 250 | |||
Rental Income | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Write off of intangible assets | $ 600 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2017USD ($)abuilderhome | Apr. 30, 2016USD ($)abuilderemployeehome | Dec. 31, 2016USD ($)builderemployee | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 28, 2014USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Aggregate capital contribution | $ 0 | $ 154,055,000 | $ 0 | |||
Payments to acquire equity method investments | 16,446,000 | 0 | $ 0 | |||
Village III Master | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Funding provided | $ 28,387,000 | |||||
BRP Holding | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 61.25% | |||||
Equity method investments, fair value | $ 77,950,000 | |||||
Basis difference | $ 84,350,000 | 89,200,000 | ||||
BRP Hotel | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 25.80% | |||||
Payments to acquire equity method investments | $ 3,250,000 | |||||
Equity method investments, fair value | $ 24,800,000 | |||||
Historical basis of entity | (15,250,000) | (7,150,000) | ||||
Basis difference | $ 15,050,000 | $ 15,200,000 | ||||
Otay Land project | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Area of land | a | 450 | |||||
Number of planned homes | home | 948 | |||||
Number of builders | builder | 3 | 3 | ||||
Market value of land contributed as an investment in lieu of cash | $ 20,000,000 | |||||
Proceeds from sale of real estate | 30,000,000 | |||||
Land | 15,150,000 | |||||
Difference in land basis | $ 4,850,000 | |||||
Village III Master | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Members of management committee | employee | 8 | 8 | ||||
Village III Master | Employee | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Members of management committee | employee | 2 | 2 | ||||
Subsequent Event | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Aggregate capital contribution | $ 33,200,000 | |||||
Subsequent Event | Otay Land project | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Area of land | a | 450 | |||||
Number of planned homes | home | 948 | |||||
Number of builders | builder | 3 | |||||
Land improvements | $ 2,250,000 | |||||
Builders | Subsequent Event | Otay Land project | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Aggregate capital contribution | $ 20,000,000 |
Equity Method Investments (Sche
Equity Method Investments (Schedule of Equity Method Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 127,379 | $ 100,091 |
Village III Master | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 28,387 | |
Liabilities | 0 | |
VIE Assets | 65,482 | |
Equity method investments | 28,387 | 0 |
BRP Holding | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 74,972 | 74,753 |
BRP Hotel | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 24,020 | $ 25,338 |
Equity Method Investments (Sc54
Equity Method Investments (Schedule of Income (Loss) Related to Equity Investment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | $ (947) | $ (1,137) | $ (298) |
BRP Holding | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | 219 | (1,725) | (847) |
BRP Hotel | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | $ (1,166) | $ 588 | $ 549 |
Equity Method Investments (Sc55
Equity Method Investments (Schedule Of Equity Method Investments Summarized Financial Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Assets | $ 286,898 | $ 224,200 | |
Liabilities | 201,871 | 208,116 | |
Total revenues | 98,017 | 99,778 | $ 102,637 |
Income from continuing operations before extraordinary items | 4,050 | 8,220 | 7,084 |
Net income | 4,050 | 8,220 | 7,084 |
Our (losses) related to equity investment companies | $ (947) | $ (1,137) | $ (298) |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 02, 2015 |
Debt Instrument [Line Items] | ||||||
Mandatory redemptions of long-term debt, 2017 | $ 0 | |||||
Mandatory redemptions of long-term debt, 2018 | 103,145,000 | |||||
Mandatory redemptions of long-term debt, 2019 | 0 | |||||
Mandatory redemptions of long-term debt, 2020 | 0 | |||||
Mandatory redemptions of long-term debt, 2021 | 0 | |||||
Debt issuance costs | 550,000 | $ 750,000 | ||||
Debt discount | $ 500,000 | $ 1,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | |||
Operational Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility | $ 3,000,000 | |||||
LIBOR | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate | 2.60% | |||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Maximum amount allowed to borrow under debt covenants | 35,000,000 | 35,000,000 | ||||
6.5 % Senior Notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Maximum amount allowed to borrow under debt covenants | $ 125,000,000 | $ 125,000,000 | ||||
Interest rate | 6.50% | 6.50% | 6.50% | |||
Redemption price percentage | 99.00% | 100.00% | ||||
Redemption price percentage after change of control | 101.00% |
Debt Schedule of Debt Repurchas
Debt Schedule of Debt Repurchases (Details) - USD ($) $ in Thousands | Dec. 15, 2016 | Nov. 15, 2016 | Sep. 27, 2016 | Jan. 28, 2016 | Oct. 20, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||||||||
Principal Repurchased | $ 4,162,000 | $ 9,176,000 | $ 625,000 | $ 618,000 | $ 7,274,000 | $ 14,581 | $ 7,274 | $ 0 |
Approximate Interest Payment Associated with Repurchase | $ 120,000 | $ 220,000 | $ 10,000 | $ 3,000 | $ 146,000 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 6,998 | $ 10,019 | ||
Dividends declared and distributed by subsidiary | $ 22,000 | |||
Distributions to noncontrolling interests | $ 3,300 | $ 3,300 | 3,300 | $ 0 |
San Elijo Ranch, Inc. | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage by parent | 85.00% | |||
Rate of return on advances to subsidiary | 12.00% | |||
Noncontrolling interest percentage | 15.00% | |||
Noncontrolling interest | $ 5,500 | $ 8,400 | ||
Pacho Limited Partnership | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest percentage | 10.00% | 10.00% | ||
Noncontrolling interest | $ 1,500 | $ 1,650 |
Stock Incentive Plans (Narrativ
Stock Incentive Plans (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 1999 | Aug. 13, 2014 | Aug. 31, 2004 | Jul. 31, 2004 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock available for grant (in shares) | 300,000 | |||||||||
Maximum grants available per employee (in shares) | 30,000 | |||||||||
Number of shares available for grant (in shares) | 397,900 | |||||||||
Compensation costs related to stock incentive plans | $ 70 | $ 120 | $ 200 | |||||||
Impact of compensation costs related to stock incentive plans on net income | 30 | $ 70 | $ 120 | |||||||
Total unrecognized compensation cost | $ 160 | |||||||||
Weighted-average period of recognition for total unrecognized compensation cost | 1 year 5 months | |||||||||
Number of shares authorized for repurchase (in shares) | 500,000 | |||||||||
Common stock repurchased (in shares) | 478 | 394,931 | ||||||||
Purchase of common shares for treasury | $ 5,900 | |||||||||
Remaining number of shares authorized for repurchase (in shares) | 104,591 | |||||||||
Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of fair market value allowed for the issuance of options and rights | 100.00% | |||||||||
Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Automatic annual grant to directors (in shares) | 1,000 | |||||||||
Installment period | 4 years | |||||||||
Term until first instalment of vesting becomes exercisable | 1 year | |||||||||
Term until expiration | 5 years | |||||||||
Employees And Certain Non-Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Installment period | 5 years | |||||||||
Term until first instalment of vesting becomes exercisable | 1 year | |||||||||
Term until expiration | 6 years | |||||||||
Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock available for grant (in shares) | 100,000 | |||||||||
Stock Appreciation Rights (SARs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 0 |
Stock Incentive Plans (Schedule
Stock Incentive Plans (Schedule Of Option Activity) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Common shares subject to option, beginning balance (in shares) | 79,500 | 93,500 | 94,500 |
Common shares subject to option, granted (in shares) | 7,000 | 7,000 | 7,000 |
Common shares subject to option, exercised (in shares) | (41,000) | (20,000) | (8,000) |
Common shares subject to option, cancelled (in shares) | (12,500) | (1,000) | |
Common shares subject to option, ending balance (in shares) | 33,000 | 79,500 | 93,500 |
Common shares subject to option, exercisable at December 31, 2016 (in shares) | 15,750 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted-average exercise price, beginning balance (USD per share) | $ 30 | $ 27.29 | $ 24.69 |
Weighted-average exercise price, granted (USD per share) | 40.50 | 47.85 | 58 |
Weighted-average exercise price, exercised (USD per share) | 24.66 | 24 | 23.50 |
Weighted-average exercise price, cancelled (USD per share) | 24.36 | 21 | |
Weighted-average exercise price, ending balance (USD per share) | 40.98 | $ 30 | $ 27.29 |
Weighted-average exercise price, exercisable at December 31, 2016 (USD per share) | $ 35.95 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term, balance at December 31, 2016 | 2 years 7 months 6 days | ||
Weighted average remaining contractual term, exercisable at December 31, 2016 | 1 year 1 month 6 days | ||
Aggregate intrinsic value, exercised | $ 694,830 | $ 418,240 | $ 266,850 |
Aggregate intrinsic value, balance at December 31, 2016 | 243,600 | ||
Aggregate intrinsic value, exercisable at December 31, 2016 | $ 193,050 |
Stock Incentive Plans (Summary
Stock Incentive Plans (Summary Of Weighted-Average Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk free rate | 1.06% | 1.56% | 1.48% |
Expected volatility | 29.97% | 24.65% | 29.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 4 years 3 months 18 days | 4 years 3 months 18 days | 4 years 3 months 18 days |
Fair value per grant (USD per share) | $ 10.53 | $ 10.90 | $ 15.34 |
Sales Of Real Estate (Schedule
Sales Of Real Estate (Schedule Of Real Estate Sales Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | $ 15,470 | $ 2,757 | $ 33,155 | $ 1,893 | $ 29,040 | $ 8,773 | $ 1,841 | $ 940 | $ 53,275 | $ 40,594 | $ 35,637 |
Undeveloped land | Otay Land | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 30,000 | 0 | 0 | ||||||||
Undeveloped land | SweetBay project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 1,283 | 0 | 0 | ||||||||
Developed lots | San Elijo Hills project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 12,143 | 22,064 | 10,468 | ||||||||
Developed lots | Ashville Park project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 485 | 6,562 | 6,298 | ||||||||
Developed lots | The Market Common | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 2,042 | 1,558 | 1,241 | ||||||||
Developed lots | Maine projects | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 0 | 7,475 | 0 | ||||||||
Single family homes | San Elijo Hills project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 0 | 0 | 15,279 | ||||||||
Single family homes | Ashville Park project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 568 | 0 | 0 | ||||||||
Single family homes | SweetBay project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 4,168 | 0 | 0 | ||||||||
Revenues from profit sharing agreements | San Elijo Hills project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 0 | 0 | 1,784 | ||||||||
Revenues from profit sharing agreements | Ashville Park project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 214 | 0 | 0 | ||||||||
Revenues from profit sharing agreements | The Market Common | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 1,582 | 1,252 | 567 | ||||||||
Buildings | Maine projects | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | $ 790 | $ 1,683 | $ 0 |
Sales Of Real Estate (Schedul63
Sales Of Real Estate (Schedule Of Changes In Deferred Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue balance at January 1, | $ 2,334 | $ 2,528 |
Revenue deferred on the date of sale | 3,399 | 1,769 |
Deferred revenue recognized in operations | (1,422) | (1,963) |
Deferred revenue balance at December 31, | $ 4,311 | $ 2,334 |
Sales Of Real Estate (Narrative
Sales Of Real Estate (Narrative) (Details) $ in Thousands | Feb. 08, 2017USD ($)lothome | Feb. 08, 2017USD ($) | Jun. 30, 2015property | Sep. 30, 2015USD ($) | Dec. 31, 2016USD ($) |
Real Estate Properties [Line Items] | |||||
Estimated costs to complete construction, including common areas | $ 2,300 | ||||
San Elijo Hills project | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties contracted to construct and sell | property | 58 | ||||
Refundable deposit payment received | $ 500 | ||||
San Elijo Hills project | Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties contracted to sell | home | 5 | ||||
Proceeds from sale of real estate | $ 7,000 | ||||
The Market Common | Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Non-refundable option payment received | 25 | $ 25 | |||
SweetBay project | Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Proceeds from sale of real estate | $ 11,000 | ||||
Single Family Lots | The Market Common | Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Proceeds from sale of real estate | 400 | ||||
Number of real estate lots agreed to sell | lot | 56 | ||||
Sales price of real estate lots contracted to sell | $ 2,750 | 2,750 | |||
Single Family Lots | SweetBay project | Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate lots agreed to sell | lot | 34 | ||||
Multi-Family Lots | The Market Common | Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Proceeds from sale of real estate | 1,800 | ||||
Number of real estate lots agreed to sell | lot | 78 | ||||
Sales price of real estate lots contracted to sell | $ 1,250 | $ 1,250 |
Other Results Of Operations (Sc
Other Results Of Operations (Schedule Of Interest And Other Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||
Interest income | $ 876 | $ 1,198 | $ 914 |
Gain on redeemed investments | 1,914 | 0 | 0 |
Management fee income from Leucadia | 0 | 60 | 45 |
Income from utility service agreement | 300 | 229 | 0 |
Other | 93 | 128 | 115 |
Total | 4,739 | 1,615 | 1,074 |
Otay Ranch And Flat Rock | |||
Loss Contingencies [Line Items] | |||
Gain on settlement of a lawsuit | 1,000 | 0 | 0 |
British Petroleum | |||
Loss Contingencies [Line Items] | |||
Gain on settlement of a lawsuit | $ 556 | $ 0 | $ 0 |
Other Results Of Operations (Na
Other Results Of Operations (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||
Advertising costs | $ 1,000 | $ 700 | $ 600 |
SweetBay project | |||
Loss Contingencies [Line Items] | |||
Settlement amount | $ 550 |
Income Taxes (Schedule Of Compo
Income Taxes (Schedule Of Components Of Income Tax Benefit (Provision)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | $ 3,720 | $ 3,370 | $ 1,501 |
State and local | 1,329 | 1,569 | 428 |
Total current income taxes | 5,049 | 4,939 | 1,929 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | (32,964) | (2,836) | (410) |
State and local | (1,160) | 153 | (36) |
Total deferred income taxes | (34,124) | (2,683) | (446) |
Actual income tax provision (benefit) | $ (29,075) | $ 2,256 | $ 1,483 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Effective Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Expected federal income tax provision | $ 2,761 | $ 3,066 | $ 2,175 |
State and local income taxes, net of federal income tax benefit | 110 | 1,119 | 255 |
Decrease in valuation allowance | (31,846) | (1,556) | (897) |
Permanent difference on tax exempt municipal bond interest | (198) | (264) | (202) |
Permanent difference on real estate donation | 0 | (157) | 0 |
Other permanent differences | 80 | 49 | 87 |
Other | 18 | (1) | 65 |
Actual income tax provision (benefit) | $ (29,075) | $ 2,256 | $ 1,483 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Asset: | ||
Minimum tax credit carryovers | $ 29,743 | $ 31,846 |
Land basis | 1,741 | 1,906 |
BRP equity interest | 8,855 | 6,325 |
Other, net | 2,877 | 1,648 |
Deferred tax asset, gross | 43,216 | 41,725 |
Valuation allowance | 0 | (31,846) |
Deferred tax assets, net | 43,216 | 9,879 |
Deferred Tax Liability: | ||
Buildings | (6,121) | (6,302) |
Leaseholds | (2,353) | (2,959) |
Deferred tax liability | (8,474) | (9,261) |
Net deferred tax asset | $ 34,742 | $ 618 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2016builder | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)builder | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Income Tax Contingency [Line Items] | |||||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850,000 | $ 31,850,000 | $ 1,550,000 | $ 900,000 | |||
Alternative minimum tax rate | 20.00% | ||||||
Taxable income necessary to utilize all alternative minimum tax credits | $ 200,000,000 | ||||||
Unrecognized tax benefits | 4,446,000 | 2,976,000 | $ 0 | $ 2,550,000 | $ 2,550,000 | ||
Penalties accrued | $ 0 | $ 0 | |||||
Otay Land project | |||||||
Income Tax Contingency [Line Items] | |||||||
Number of builders | builder | 3 | 3 | |||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850,000 |
Income Taxes (Changes In Unreco
Income Taxes (Changes In Unrecognized Tax Benefits) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 2,976,000 | $ 0 |
Increases based on tax positions related to current period | 1,360,000 | 2,936,000 |
Interest expense recognized | 110,000 | 40,000 |
Unrecognized tax benefits, ending balance | 4,446,000 | 2,976,000 |
Unrecognized Tax Benefits | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | 2,936,000 | 0 |
Increases based on tax positions related to current period | 1,360,000 | 2,936,000 |
Interest expense recognized | ||
Unrecognized tax benefits, ending balance | 4,296,000 | 2,936,000 |
Interest | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | 40,000 | 0 |
Increases based on tax positions related to current period | ||
Interest expense recognized | 110,000 | 40,000 |
Unrecognized tax benefits, ending balance | $ 150,000 | $ 40,000 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Calculation of Numerator and Denominator For Loss Per Common Share) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Numerator – net income attributable to HomeFed Corporation common shareholders | $ 1,146 | $ 1,240 | $ 35,756 | $ (1,458) | $ 8,478 | $ 2,069 | $ (1,475) | $ (3,237) | $ 5,835 | $ 3,886 | |
Denominator for basic earnings per share– weighted average shares (in shares) | 15,435 | 15,396 | 13,364 | ||||||||
Stock options (in shares) | 10 | 30 | 38 | ||||||||
Denominator for diluted earnings per share– weighted average shares (in shares) | 15,445 | 15,426 | 13,402 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Antidilutive outstanding options excluded from the computation of earnings per share (in shares) | 16.6 | 9.6 | 4.4 |
Commitments and Contingencies74
Commitments and Contingencies (Schedule Of Future Minimum Rental Payments Receivables From Real Estate Held For Investment) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 5,057 |
2,018 | 3,863 |
2,019 | 2,643 |
2,020 | 2,346 |
2,021 | 2,042 |
Thereafter | 10,034 |
Total | $ 25,985 |
Commitments and Contingencies75
Commitments and Contingencies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2016USD ($)a | Jan. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013a | Dec. 31, 2002a | Apr. 29, 2016USD ($) | |
Commitments And Contingencies [Line Items] | ||||||||||
Rental expense (net of sublease income) | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Future minimum annual rentals | 250,000 | |||||||||
Area of land related to environmental remediation (in acres) | a | 30 | |||||||||
Restricted cash | 2,672,000 | $ 6,395,000 | ||||||||
Minimum | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Insurance coverage | 5,000,000 | |||||||||
Maximum | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Insurance coverage | 17,000,000 | |||||||||
Flat Rock | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Area of land related to environmental remediation (in acres) | a | 30 | |||||||||
Amount of legal costs to be reimbursed | $ 350,000 | |||||||||
Recovery sought on purchase agreement | $ 13,500,000 | |||||||||
BRP Leasing | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Restricted cash | 500,000 | |||||||||
Escrow deposits related to leasing activities | 1,400,000 | |||||||||
Amount of indemnification | 20,850,000 | |||||||||
Amount of indemnification in projected operating expenses and taxes | 6,950,000 | |||||||||
Otay Ranch And Flat Rock | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Recovery sought on purchase agreement | 4,000,000 | |||||||||
Settlement amount | 400,000 | |||||||||
Recovery of judgment, amount | $ 1,000,000 | |||||||||
Payments for loss contingency accrual | $ 200,000 | |||||||||
SweetBay project | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Loan outstanding of school | $ 8,100,000 | $ 5,500,000 | ||||||||
Area of land, pledged as collateral (in acres) | a | 42 | |||||||||
Area of land, released from collateral (in acres) | a | 42 | |||||||||
Settlement amount | 550,000 | |||||||||
Letter of Credit [Member] | The Market Common | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Letter of credit for infrastructure improvements | $ 1,250,000 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Schedule Of Outstanding Bonds) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Otay Land project | |
Other Commitments [Line Items] | |
Amount of outstanding bonds | $ 53.7 |
San Elijo Hills project | |
Other Commitments [Line Items] | |
Amount of outstanding bonds | 3 |
Ashville Park project | |
Other Commitments [Line Items] | |
Amount of outstanding bonds | $ 0.8 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016USD ($)employee | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)ft²employeefloor | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 30, 2016employee | |
Related Party Transaction [Line Items] | ||||||||||||
Accounts receivable, deposits and other assets | $ 18,564 | $ 16,719 | $ 18,564 | $ 16,719 | ||||||||
Rental income | 5,199 | $ 5,812 | $ 5,823 | $ 5,883 | $ 5,808 | $ 6,068 | $ 5,876 | $ 5,458 | 22,717 | 23,210 | $ 17,623 | |
Operating costs | 17,626 | 17,485 | 12,835 | |||||||||
Monthly management fee income | 5 | |||||||||||
Management fee income from Leucadia | 0 | 60 | 45 | |||||||||
Administrative services fee expenses | $ 180 | 180 | 180 | |||||||||
Notice required for Leucadia to cancel agreement | 1 year | |||||||||||
Notice required for company to cancel agreement | 30 days | |||||||||||
Chairman Of Board And One Director | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Value of note outstanding purchased by related party | $ 5,000 | $ 5,000 | ||||||||||
Percent of note outstanding purchased by related party | (4.00%) | |||||||||||
Proceeds from repayment of the notes | $ 200 | |||||||||||
Empire | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Area of office space (in sqft) | ft² | 286 | |||||||||||
Master lease term | 20 years | |||||||||||
Number of floors | floor | 9 | |||||||||||
Rental income | $ 8,500 | |||||||||||
Leucadia | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of floors | floor | 4 | |||||||||||
Rental income | $ 12 | $ 12 | $ 12 | |||||||||
Third Party Tenants | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of floors | floor | 5 | |||||||||||
MWR Associates | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of floors | floor | 2 | |||||||||||
BRP Holding | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Area of office space (in sqft) | ft² | 850 | |||||||||||
Noncontrolling interest percentage | 61.25% | 61.25% | ||||||||||
Non-cash expense of amortization related to purchase price accounting | $ 1,600 | |||||||||||
Operating costs | 11,900 | |||||||||||
BRP Leasing | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Accounts receivable, deposits and other assets | $ 4,650 | 4,650 | ||||||||||
Rental income | $ 5,500 | |||||||||||
6.5 % Senior Notes due 2018 | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fee amount as percentage | 0.50% | |||||||||||
Fee amount as percentage on first and second anniversary | 0.50% | |||||||||||
6.5 % Senior Notes due 2018 | Jefferies | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Fee amount as percentage | 0.50% | |||||||||||
Fee amount as percentage on first and second anniversary | 0.50% | |||||||||||
Consulting Agreement | Director | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Professional fees | $ 10 | |||||||||||
Village III Master | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Members of management committee | employee | 8 | 8 | 8 | |||||||||
Employee | Village III Master | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Members of management committee | employee | 2 | 2 | 2 |
Related Party Transactions (Sch
Related Party Transactions (Schedules Of Future Minimum Annual Rental Income and Expense) (Details) | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |
2,017 | $ 5,057,000 |
2,018 | 3,863,000 |
Thereafter | 10,034,000 |
Total | 25,985,000 |
2,017 | 250,000 |
BRP Holding | |
Related Party Transaction [Line Items] | |
2,017 | 12,740,000 |
2,018 | 10,644,000 |
Thereafter | 0 |
Total | 23,384,000 |
BRP Leasing | |
Related Party Transaction [Line Items] | |
2,017 | 7,561,000 |
2,018 | 6,301,000 |
Thereafter | 0 |
Total | $ 13,862,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets measured at fair value on a nonrecurring basis | $ 0 | $ 0 |
Liabilities measured at fair value on a nonrecurring basis | 0 | $ 0 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 102,084,000 | |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 103,274,000 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information (Schedule O
Segment Information (Schedule Of Segment Reporting) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | $ 80,996 | $ 69,538 | $ 59,505 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 7,888 | 8,759 | 6,215 |
Total consolidated depreciation and amortization expenses | 4,973 | 4,193 | 3,857 |
Total consolidated assets | 582,332 | 555,311 | |
Real estate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 76,548 | 64,484 | 54,294 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 16,638 | 16,137 | 14,470 |
Total consolidated depreciation and amortization expenses | 4,670 | 3,999 | 3,781 |
Total consolidated assets | 516,260 | 522,410 | |
Farming | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 4,436 | 5,042 | 5,199 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 462 | 1,242 | 1,719 |
Total consolidated depreciation and amortization expenses | 257 | 161 | 49 |
Total consolidated assets | 13,468 | 12,894 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 12 | 12 | 12 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (9,212) | (8,620) | (9,974) |
Total consolidated depreciation and amortization expenses | 46 | 33 | $ 27 |
Total consolidated assets | $ 52,604 | $ 20,007 |
Selected Quarterly Financial 82
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Sales of real estate | $ 15,470 | $ 2,757 | $ 33,155 | $ 1,893 | $ 29,040 | $ 8,773 | $ 1,841 | $ 940 | $ 53,275 | $ 40,594 | $ 35,637 |
Rental income | 5,199 | 5,812 | 5,823 | 5,883 | 5,808 | 6,068 | 5,876 | 5,458 | 22,717 | 23,210 | 17,623 |
Farming revenues | 9 | 4,427 | 0 | 0 | 54 | 4,988 | 0 | 0 | 4,436 | 5,042 | 5,199 |
Co-op marketing and advertising fees | 64 | 194 | 196 | 114 | 129 | 193 | 217 | 153 | 568 | 692 | 1,046 |
Cost of sales | 9,594 | 1,442 | 23,829 | 965 | 14,072 | 6,561 | 1,346 | 264 | 35,830 | 22,243 | 18,593 |
Farming expenses | 491 | 1,165 | 814 | 1,126 | 473 | 1,226 | 870 | 898 | 3,596 | 3,467 | 3,314 |
Income (loss) from operations | 540 | 1,180 | 5,362 | (3,933) | 13,022 | 2,944 | (2,997) | (5,825) | $ 3,149 | 7,144 | 5,141 |
Net income (loss) attributable to HomeFed Corporation common shareholders | $ 1,146 | $ 1,240 | $ 35,756 | $ (1,458) | $ 8,478 | $ 2,069 | $ (1,475) | $ (3,237) | $ 5,835 | $ 3,886 | |
Basic earnings (loss) per common share attributable to HomeFed Corporation shareholders (USD per share) | $ 0.07 | $ 0.08 | $ 2.32 | $ (0.09) | $ 0.55 | $ 0.13 | $ (0.10) | $ (0.21) | |||
Diluted earnings (loss) per common share attributable to HomeFed Corporation shareholders (USD per share) | $ 0.07 | $ 0.08 | $ 2.32 | $ (0.09) | $ 0.55 | $ 0.13 | $ (0.10) | $ (0.21) |
Selected Quarterly Financial 83
Selected Quarterly Financial Data (unaudited) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850 | $ 31,850 | $ 1,550 | $ 900 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | 1 Months Ended | |
Feb. 28, 2017USD ($)unit | Feb. 08, 2017USD ($)lot | |
Subsequent Event [Line Items] | ||
Capital sought to be raised for NCE project, maximum | $ 125,000,000 | |
Number of units offered | unit | 250 | |
Subscription price per unit | $ 500,000 | |
Interest rate | 6.00% | |
Term (in years) | 5 years | |
Extension period (in years) | 2 years | |
Draws from escrow | $ 0 | |
Single Family Lots | The Market Common | ||
Subsequent Event [Line Items] | ||
Number of real estate lots sold | lot | 8 | |
Cash proceeds | $ 400,000 | |
Multi-Family Lots | The Market Common | ||
Subsequent Event [Line Items] | ||
Number of real estate lots sold | lot | 5 | |
Cash proceeds | $ 1,800,000 |