Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 08, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 15,474,032 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 172,176 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Real estate held for development | $ 311,664 | $ 297,665 |
Real estate held for investment, net | 38,022 | 42,536 |
Cash and cash equivalents | 40,415 | 53,140 |
Restricted cash | 2,685 | 2,672 |
Equity method investments | 152,345 | 127,379 |
Accounts receivable, deposits and other assets | 21,565 | 18,564 |
Intangible assets, net | 3,005 | 5,634 |
Assets held for sale | 8,422 | 0 |
Net deferred tax asset | 34,863 | 34,742 |
TOTAL | 612,986 | 582,332 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 23,671 | 13,438 |
Below market lease contract intangibles, net | 1,930 | 2,729 |
Non-refundable option payments | 255 | 25 |
Liability for environmental remediation | 1,452 | 1,455 |
Deferred revenue | 1,230 | 4,311 |
Income taxes payable | 0 | 1,338 |
Other liabilities | 2,564 | 5,778 |
Accrued interest payable | 1,262 | 0 |
Long-term debt, net | 118,213 | 102,084 |
Total liabilities | 150,577 | 131,158 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
EQUITY | ||
Common stock, $.01 par value; 25,000,000 shares authorized; 15,474,032 and 15,448,500 shares outstanding after deducting 397,377 and 395,409 shares held in treasury | 155 | 154 |
Additional paid-in capital | 600,308 | 599,033 |
Accumulated deficit | (143,160) | (155,011) |
Total HomeFed Corporation common shareholders' equity | 457,303 | 444,176 |
Noncontrolling interest | 5,106 | 6,998 |
Total equity | 462,409 | 451,174 |
TOTAL | $ 612,986 | $ 582,332 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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) | 15,474,032 | 15,448,500 |
Treasury stock, shares (in shares) | 397,377 | 395,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES | |||
Sales of real estate | $ 50,622 | $ 53,275 | $ 40,594 |
Rental income | 23,930 | 22,717 | 23,210 |
Farming revenues | 3,507 | 4,436 | 5,042 |
Co-op marketing and advertising fees | 584 | 568 | 692 |
Total revenues | 78,643 | 80,996 | 69,538 |
EXPENSES | |||
Cost of sales | 45,198 | 35,830 | 22,243 |
Rental operating expenses | 17,122 | 17,626 | 17,485 |
Farming expenses | 3,510 | 3,596 | 3,467 |
General and administrative expenses | 16,555 | 14,695 | 13,689 |
Depreciation and amortization | 3,685 | 4,973 | 4,193 |
Administrative services fees to Leucadia National Corporation | 180 | 180 | 180 |
Total expenses | 86,250 | 76,900 | 61,257 |
Income (loss) before income (losses) from equity method investments | (7,607) | 4,096 | 8,281 |
Income (losses) from equity method investments | 9,046 | (947) | (1,137) |
Income from operations | 1,439 | 3,149 | 7,144 |
Interest and other income | 618 | 4,739 | 1,615 |
Income before income taxes and noncontrolling interest | 2,057 | 7,888 | 8,759 |
Income tax (expense) benefit | 9,852 | 29,075 | (2,256) |
Net income | 11,909 | 36,963 | 6,503 |
Net income attributable to the noncontrolling interest | (58) | (279) | (668) |
Net income attributable to HomeFed Corporation common shareholders | $ 11,851 | $ 36,684 | $ 5,835 |
Basic and diluted earnings per common share attributable to HomeFed Corporation common shareholders (USD per share) | $ 0.77 | $ 2.38 | $ 0.38 |
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 |
Beginning balance at Dec. 31, 2014 | $ 412,546 | $ 154 | $ 597,271 | $ 0 | $ (197,530) | $ 399,895 | $ 12,651 |
Net income | 6,503 | 5,835 | 5,835 | 668 | |||
Distributions to noncontrolling interest | (3,300) | ||||||
Share-based compensation expense | 117 | 117 | 117 | ||||
Exercise of options to purchase common shares, including excess tax benefit | 534 | 534 | 534 | ||||
Ending balance at Dec. 31, 2015 | 416,400 | 154 | 597,922 | 0 | (191,695) | 406,381 | 10,019 |
Net income | 36,963 | 36,684 | 36,684 | 279 | |||
Distributions to noncontrolling interest | (3,300) | (3,300) | |||||
Share-based compensation expense | 75 | 75 | 75 | ||||
Exercise of options to purchase common shares, including excess tax benefit | 1,036 | 1,036 | 1,036 | ||||
Ending balance at Dec. 31, 2016 | 451,174 | 154 | 599,033 | 0 | (155,011) | 444,176 | 6,998 |
Net income | 11,909 | 11,851 | 11,851 | 58 | |||
Distributions to noncontrolling interest | (1,950) | (1,950) | |||||
Share-based compensation expense | 1,253 | 1,253 | 1,253 | ||||
Exercise of options to purchase common shares, including excess tax benefit | 23 | 1 | 22 | 23 | |||
Ending balance at Dec. 31, 2017 | $ 462,409 | $ 155 | $ 600,308 | $ 0 | $ (143,160) | $ 457,303 | $ 5,106 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 11,909 | $ 36,963 | $ 6,503 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | |||
(Income) Losses from equity method investments | (9,046) | 947 | 1,137 |
Benefit for deferred income taxes | (121) | (34,124) | (2,683) |
Share-based compensation expense | 2,004 | 75 | 117 |
Excess tax benefit from exercise of stock options | 0 | (25) | (54) |
Depreciation and amortization of property, equipment and leasehold improvements | 515 | 516 | 397 |
Other amortization | 4,485 | 6,363 | 4,854 |
Amortization related to issuance costs and debt discount of Senior Notes | 0 | 1,241 | 668 |
Amortization related to investments | 0 | (821) | (1,141) |
Loss on the extinguishment of debt | 356 | 0 | 0 |
Acquisition of real estate, held for development | 0 | 0 | (154,055) |
Changes in operating assets and liabilities: | |||
Real estate, held for development | (10,799) | (7,443) | (1,853) |
Real estate, held for investment | 3,180 | (393) | 336 |
Restricted cash related to development activities | (13) | 3,723 | 24 |
Accounts receivable, deposits and other assets | (1,509) | (4,313) | (2,827) |
Deferred revenue | (3,081) | 1,977 | (194) |
Accounts payable and accrued liabilities | (460) | 1,317 | (297) |
Accrued interest payable | 1,262 | 0 | 0 |
Non-refundable option payments | 230 | 0 | 0 |
Liability for environmental remediation | (3) | (11) | (29) |
Income taxes payable | (6,524) | (1,659) | 3,076 |
Other liabilities | (3,965) | 1,195 | 822 |
Net cash provided by (used for) operating activities | (11,580) | 5,528 | (145,199) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of investments (other than short-term) | 0 | 0 | (44,792) |
Proceeds from sales of redeemed investments | 0 | 11,424 | 0 |
Proceeds from sales of investments available for sale | 0 | 0 | 33,097 |
Proceeds from maturities of investments available for sale | 0 | 0 | 47,600 |
Proceeds from paydowns of investments held to maturity | 0 | 0 | 1,899 |
Investments in equity method investments | (35,920) | (16,446) | 0 |
Capital distributions from equity method investments | 20,000 | 3,389 | 0 |
Net cash provided by (used for) investing activities | (15,920) | (1,633) | 37,804 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Issuance of long-term debt | 121,500 | 0 | 123,750 |
Reduction of debt | (103,145) | (14,581) | (7,274) |
Payment of debt issuance costs | (1,653) | (586) | (1,134) |
Distributions to noncontrolling interests | (1,950) | (3,300) | (3,300) |
Exercise of options to purchase common shares | 23 | 1,011 | 480 |
Excess tax benefit from exercise of stock options | 0 | 25 | 54 |
Net cash provided by (used for) financing activities | 14,775 | (17,431) | 112,576 |
Net increase (decrease) in cash and cash equivalents | (12,725) | (13,536) | 5,181 |
Cash and cash equivalents, beginning of period | 53,140 | 66,676 | 61,495 |
Cash and cash equivalents, end of period | 40,415 | 53,140 | 66,676 |
Supplemental disclosures of cash flow information: | |||
Cash paid for income taxes (net of tax refunds) | 799 | 6,729 | 1,371 |
Cash paid for interest (net of amounts capitalized) | 0 | 0 | 0 |
Non-cash operating activities: | |||
Project development costs incurred that remain payable at year end | 16,605 | 8,214 | 4,194 |
Non-cash investing activities: | |||
Land contributed as an investment in Village III Master | 0 | 15,150 | 0 |
Non-cash financing activities: | |||
Debt issuance costs incurred but not yet paid | $ 1,748 | $ 0 | $ 0 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 the Builder LLCs, 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. There is no other comprehensive income for the years ended December 31, 2017, 2016 and 2015. 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. 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. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act is one of the most comprehensive changes in the U.S. corporate income tax since 1986 and certain provisions are highly complex in their application. The Tax Act revises the U.S. Corporate income tax by, among other things, lowering the corporate income tax rate from 35% to 21% and adopting a territorial income tax system. We have evaluated the impact that the Tax Act will have on both our Consolidated Balance Sheets and Consolidated Statements of Operations. At this time, based on information currently available, results for the fourth quarter of 2017 reflect a provisional expense of $1,250,000 . 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. During the third quarter of 2015, resulting from a tax matter related to the acquisition of real estate properties and operations from Leucadia in 2014, 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 2017, we effectively settled our 2014 federal tax examination with the IRS and, as a result, recorded an $8,600,000 reduction to deferred tax liabilities and a $4,700,000 reduction to unrecognized tax benefits. 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. At December 31, 2017, we have a remaining balance of $1,450,000 . 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, 2017 , 2016 and 2015 . 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. Interest, payroll related to construction, property taxes and other professional fees 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. 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. Interest, however, is allocated to each property principally based on the percentage of development costs incurred for the property compared to the total development costs incurred for the period. 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. 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 includes 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. 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 and 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 the Builder LLCs are accounted for under the equity method of accounting as of December 31, 2017. 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. Asset Held for Sale - We classify an asset held for sale in the period in which we commit to a plan to sell the asset, are actively seeking a buyer, the asset is being marketed for sale at a price that is reasonable in relation to its fair value, the asset is readily available for sale in its current condition, and the sale of the asset is likely to occur within one year. The sale of the Rampage property is not considered a strategic shift and has therefore not been presented as discontinued operations. 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, 2017, 2016 and 2015. 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. 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 expected 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 Financial Accounting Standards Board (“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 will adopt the new guidance in the first quarter of 2018 using the modified retrospective approach with a cumulative effect adjustment to opening retained earnings on January 1, 2018. Our implementation efforts include the identification of revenue streams within the scope of the guidance and the evaluation of certain revenue contracts that impact the identified revenue streams. We have evaluated our Builder LLC agreements and have determined that recognition of the basis difference generated as a result of our contribution of land to the Village III Master is appropriate under the new guidance. As a result, we will recognize approximately $4,850,000 as an increase to our opening retained earnings on January 1, 2018 related to our equity investment in the Builder LLCs. We expect that this guidance may impact the timing of revenue recognition related to certain of our land sales, home sales, profit participation agreements, and co-op marketing fees and we expect that there will be an adjustment to opening retained earnings related to these revenue streams. We are continuing our evaluation to quantify the impact on opening retained earnings. 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 of the new guidance related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The new guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term, along with additional qualitative and quantitative disclosures. Lessor accounting will remain substantially similar to current accounting guidance for leases. However, leasing costs that are currently eligible to be capitalized as initial direct costs will be immediately expensed under the new guidance. 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 August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the 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. 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 have evaluated the guidance, and the adoption will impact the cash flow statement by changing the presentation of cash and cash equivalents to include restricted cash. We also believe it will not have a material effect on our consolidated financial statements. In May 2017, the FASB issued new guidance providing clarity and reducing diversity in practice and cost and complexity when accounting for a change to the terms or conditions of a share-based payment award. The guidance is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We have evaluated the new guidance and believe it will not have a material effect on our consolidated financial statements. Accounting Developments- Adopted Accounting Standards Beginning January 1, 2017, we adopted the FASB's new guidance that simplifies and improves accounting for share-based payments. The amendments include the recognition of all excess tax benefits and tax deficiencies as income tax expense or benefit in the statement of operations and changes to the timing of recognition of excess tax benefits, the accounting for forfeitures and classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption of this guidance did not have a significant impact on our consolidated financial statements. We elected to account for forfeitures as they occur. |
Real Estate
Real Estate | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Real Estate | REAL ESTATE Real estate carrying values are as follows (in thousands): December 31, 2017 2016 Real estate held for development: Otay Land project $ 198,882 $ 182,075 San Elijo Hills project 29,938 26,929 Pacho project 17,672 17,988 Fanita Ranch property 22,601 20,021 SweetBay project 23,921 25,078 Ashville Park project 8,788 8,321 The Market Common 5,981 7,161 Rampage property (1) — 6,211 Maine projects 3,881 3,881 Total $ 311,664 $ 297,665 Real estate held for investment, gross Land: The Market Common $ 3,744 $ 3,744 Buildings: The Market Common 35,783 35,783 San Elijo Hills project — 4,045 Maine projects 209 209 SweetBay project 523 523 Tenant improvements: The Market Common 2,059 2,056 San Elijo Hills project — 475 42,318 46,835 Less: Accumulated depreciation (4,296 ) (4,299 ) Real estate held for investment, net $ 38,022 $ 42,536 (1) The Rampage property and related other assets are considered assets held for sale at December 31, 2017. Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $7,600,000 and $8,750,000 for 2017 and 2016, respectively. 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 was contingent upon approval of the 67 lot entitlement by the City of Virginia Beach. We have terminated the transaction, and the refundable deposit was returned to us in August 2017. In 2016, Pacific Gas & Electric (“PG&E”), an affiliate of the lessor of the Pacho Property in which we have a leasehold interest, began the process of decommissioning its Diablo Canyon Power Plant, which is expected to be complete by 2025. The lessor has stated that it will not make any commitments on the disposition of certain lands, including the Pacho Property, until PG&E completes a public input process regarding the disposition of land that is required as part of the decommissioning plan and the plan for disposition of land is approved by the California Public Utility Commission (“CPUC”). We are cooperating with PG&E during their public input process and are continuing to pursue fee title to the Pacho Property, which is currently held for development as a leasehold interest with a book value of $17,650,000 as of December 31, 2017. 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. The third phase of the Towncenter is a 2.5 -acre parcel of land, formerly designated as a church site and is under contract with a local developer for a cash payment of $1,600,000 subject to adjustments and entitlement approvals by the City of San Marcos. We received a $230,000 non-refundable deposit during the third quarter of 2017 which will be applied to the sales price at time of closing. Closing of the third phase of the Towncenter is anticipated during the first quarter of 2018. 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, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | INTANGIBLE ASSETS, NET A summary of intangible assets, net at December 31, 2017 and 2016 is as follows (in thousands): December 31, December 31, Amortization 2017 2016 (in years) Above market lease contracts, net of accumulated $ 2,041 $ 4,155 1 to 24 Lease in place value, net of accumulated amortization 964 1,479 1 to 24 Intangible assets, net $ 3,005 $ 5,634 Below market lease contracts, net of accumulated $ 1,930 $ 2,729 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 estimated future amortization expense recognized in Rental income for the above market lease intangible assets is as follows: 2018 - $1,700,000 ; 2019 - $50,000 ; 2020 - $50,000 ; 2021 - $50,000 ; 2022 - $50,000 and thereafter - $150,000 . The estimated future negative amortization expense recognized in Rental income for the below market lease intangible assets is as follows: 2018 - $(550,000) ; 2019 - $ (250,000) ; 2020 - $(200,000) ; 2021 - $ (150,000) ; 2022 - $(150,000) and thereafter - $ (600,000) . The lease in place intangible is reflected in Depreciation and amortization expenses and amortized over the life of the related lease. The estimated future amortization expense for the lease in place intangible asset for each of the next five years is as follows: 2018 - $300,000 ; 2019 - $100,000 ; 2020 - $100,000 ; 2021 - $100,000 ; 2022 - $50,000 and thereafter - $350,000 . Amortization expense on intangible assets was $500,000 , $800,000 and $750,000 during 2017, 2016 and 2015, respectively. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | EQUITY METHOD INVESTMENTS Otay project: 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 992 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 to build and sell 948 homes within the community. 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 recorded as an increase to opening retained earnings on January 1, 2018, the adoption date of the new revenue recognition guideline. Village III Master is considered a variable interest entity which we do not consolidate since we are not deemed to be the primary beneficiary (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 (each a “Builder LLC”) to own and develop 948 homes within Escaya and entered into individual operating agreements with each of the three builders as members of each Builder LLC. Upon admittance of the three builders into their respective Builder LLC, 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 Builder 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 Builder LLCs, which was used to fund infrastructure costs completed by us. Although each of the three Builder LLCs is considered a variable interest entity, we do not consolidate any of them since we are not deemed to be the primary beneficiary as we share joint control with each Builder LLC through a management committee and we lack authority over establishing home sales prices and accepting offers. Our maximum exposure to loss is limited to our equity commitment in each Builder LLC and any cost overruns as described below. 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 respective operating agreements is limited to $78,600,000 , and we are responsible for any costs in excess of this limit to complete the community infrastructure. The builders are responsible for the remaining construction and the selling of the 948 homes with funding guaranteed by their respective parent entities. We are contractually obligated to obtain infrastructure improvement bonds on behalf of each Builder LLC. See Note 12 for more information. Brooklyn Renaissance Plaza: 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, 2017 and 2016 , the basis difference for BRP Holding of $79,600,000 and $84,350,000 , respectively, and for BRP Hotel of $14,450,000 and $15,050,000 , respectively, is being amortized over the estimated useful lives of the respective underlying assets and liabilities acquired. We have not provided any guarantees, nor are we contingently liable for any of the liabilities incurred by BRP Holding and Hotel. All such liabilities are non-recourse to us. Our exposure to adverse events at the investee companies is limited to the book value of BRP Holding and Hotel. Other: At December 31, 2017 and 2016 , our equity method investments are comprised of the following (in thousands): December 31, December 31, 2017 2016 BRP Holding $ 86,093 $ 74,972 BRP Hotel 22,651 24,020 Village III Master — 28,387 Builder LLCs 43,601 — Total $ 152,345 $ 127,379 Income (loss) related to equity investment companies for the years ending December 31, 2017 , 2016 and 2015 is as follows (in thousands): 2017 2016 2015 BRP Holding $ 11,121 $ 219 $ (1,725 ) BRP Hotel (1,369 ) (1,166 ) 588 Builder LLCs (706 ) — — Total $ 9,046 $ (947 ) $ (1,137 ) The following table provides summarized data with respect to our equity method investments for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Assets $ 385,189 $ 286,898 Liabilities $ 197,727 $ 201,871 Total revenues $ 122,245 $ 98,017 $ 99,778 Income from continuing operations before extraordinary items $ 20,035 $ 4,050 $ 8,220 Net income $ 20,035 $ 4,050 $ 8,220 Our income (losses) related to equity investment companies $ 9,046 $ (947 ) $ (1,137 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
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. The revolving line of credit was terminated upon the closing of the sale of the Rampage property in January 2018. There was also a $3,000,000 operational line of credit available that was secured by the Rampage property’s crops but matured on January 1, 2018. No amounts were 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 “Old Notes”) in a private placement. The Old Notes were fully and unconditionally guaranteed by our wholly-owned domestic subsidiaries and any of our future domestic wholly-owned subsidiaries, and matured on June 30, 2018. The Old Notes were senior unsecured obligations and the guarantees are the senior unsecured obligations of the Guarantors. In addition, we are required to use the net proceeds of certain asset sales to offer to purchase the Old and New 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 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 On September 27, 2017, we and certain of our domestic wholly-owned subsidiaries as guarantors (the “Guarantors”) entered into purchase agreements (collectively, the “Purchase Agreements”) with certain investors named therein (the “Purchasers”) pursuant to which we agreed to issue to the Purchasers an aggregate of $75,000,000 of 6.5% Senior Notes due 2019 (the “New Notes”) in a private placement. Pursuant to the terms of the Purchase Agreements, the purchase price for the New Notes was 100% of the principal amount. Pursuant to the Placement Agency Agreement, Jefferies LLC (“Jefferies”), a wholly-owned subsidiary of Leucadia, received a fee of $100,000 for acting as the placement agent and the closing agent. On September 28, 2017, we used proceeds of the New Notes, as described below, together with cash on hand, to redeem all of the outstanding Old Notes. After considering the repurchases and redemption, there is no remaining principal due under the Old Notes. In connection with the extinguishment of the Old Notes, issuance costs of approximately $350,000 were recorded as an expense. The New Notes were issued on September 28, 2017 (“Issue Date”), pursuant to an indenture among us, the Guarantors and Wilmington Trust, N.A., as trustee (“Indenture”), containing such terms as set forth below. The New Notes mature on October 1, 2019 and are fully and unconditionally guaranteed by the Guarantors on the terms provided in the Indenture. Interest on the New Notes accrues at a rate of 6.50% per annum and is payable semi-annually in arrears on April 1 and October 1, commencing April 1, 2018. The New Notes are senior unsecured obligations of the Company and the guarantees are the senior unsecured obligations of the Guarantors. At December 31, 2017, the New Notes had a $75,000,000 principal amount outstanding, and there was no principal amount outstanding on the Old Notes. We may not redeem or repurchase the New Notes prior to April 1, 2018 after which time, we may redeem the New Notes, in whole or in part, at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the New Notes plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Upon the occurrence of a Change of Control (as defined in the Indenture) after the Issue Date, to the extent the New Notes were not otherwise redeemed, we must make an offer to purchase all of the outstanding New Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, in each case, as provided in, and subject to the terms of, the Indenture. Pursuant to the Indenture, we will use the net proceeds of certain asset sales to offer to purchase the New Notes at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. The Indenture contains covenants that, among other things, limit our and certain of our subsidiaries’ ability to incur, issue, assume or guarantee certain indebtedness subject to exceptions (including allowing us to borrow up to $15,000,000 under our Rampage Vineyard revolving facility, another $70,000,000 of indebtedness collateralized by our other assets, and up to $65,000,000 under a construction loan secured by our Village of Escaya mixed use apartment project), issue shares of disqualified or preferred stock, pay dividends on equity, buy back our common shares outside of existing stock compensation plan arrangements, or consummate certain asset sales or affiliate transactions. The Indenture also permits certain financing transactions in connection with the EB-5 Program, as defined below, for the project involving infrastructure improvements at the Village of Escaya subject to certain restrictions and limitation as set forth in the Indenture. Additionally, certain customary events of default may result in an acceleration of the maturity of the New Notes. EB-5 Program : We intend to fund our Village of Escaya 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. Geographic 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 is set to expire on March 23, 2018. Various reforms and bills have been proposed and will be considered by Congress in the coming months. In February 2017, we formed Otay Village III Lender, LLC, which is intended to serve as a new commercial enterprise (“NCE”) under the EB-5 Program. The NCE is managed by Otay Village III Manager, LLC, a wholly owned subsidiary of HomeFed. The NCE is seeking to raise up to $125,000,000 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 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 an 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 are 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. 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. During 2017, $46,500,000 was drawn from escrow related to EB-5 financing to fund infrastructure costs related to the development of the Project. In December 2017, the project was approved by the USCIS. The loan term is five years with two one -year options to extend by us with principal due in full at maturity. The effective interest rate is approximately 3.5% , payable as certain milestones are achieved according to various agreements with agents and investors. At December 31, 2017, we have a $46,500,000 principal amount outstanding under the EB-5 Program. At December 31, 2017, we are in compliance with all debt covenants which include, among other requirements, limitations on incurrence of debt, paydown upon sale of certain assets, collateral requirements and restricted use of proceeds. The aggregate annual mandatory redemptions of all long-term debt during the five year period ending December 31, 2022 are as follows: 2018 - $0 ; 2019 - $75,000,000 ; 2020 - $0 ; 2021 - $0 and 2022 - $46,500,000 . The New Notes and EB-5 Program are presented on the Balance Sheet net of aggregate issuance costs of $3,200,000 and $550,000 and debt discount of $100,000 and $500,000 at December 31, 2017 and 2016, respectively. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2017 | |
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. For the years ended 2017 and 2016 , approximately $3,650,000 and $5,500,000 , 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 2017 , dividends of $13,000,000 were declared by our subsidiary that owns the San Elijo Hills project, of which $1,950,000 was paid to the noncontrolling interests in the San Elijo Hills project during the fourth quarter of 2017, and the balance was distributed to the parent Company. 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, 2017 and 2016 , noncontrolling interest includes $1,450,000 and $1,500,000 , respectively, for the 10% minority shareholder in the Pacho project. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | STOCK INCENTIVE PLANS 2017 RSU Plan: On August 4, 2017, the Board of Directors adopted an RSU Opportunity Plan (the “2017 RSU Plan”) under which 66,000 shares of Common Stock are authorized for issuance to our executive officers. The restricted stock units (“RSUs”) may be granted at the end of the performance period based on the degree to which performance criteria has been satisfied at the sole discretion of the Board of Directors. The performance period ends on December 31, 2019, and awards will be issued no later than April 1, 2020. 2014 RSU Plan: On August 13, 2014, the Board of Directors adopted an RSU Opportunity Plan (the "2014 RSU Plan”) under which 100,000 shares of Common Stock are authorized for issuance under the 2014 RSU Plan to our executive officers. Participants were eligible for RSU awards based on satisfaction of performance criteria established by the Board of Directors in 2014. The performance period under the 2014 RSU Plan ended on December 31, 2016. The Board of Directors evaluated the participants' performance against the performance criteria and awarded an aggregate of 75,000 RSUs to the participants on March 15, 2017. Fifty percent of the RSU award under the 2014 RSU Plan will vested on December 31, 2017, and the remaining fifty percent will vest on December 31, 2018, provided that the executive officer is continuously employed by the Company through the applicable vesting date. The 2014 RSU grant consists of two settlement features: (1) 45,000 RSUs will be settled through the issuance of shares of Common Stock within 30 days of each vesting date; this component is classified as an equity award. The closing price on March 15, 2017 of $44.20 was used to value this component of the award. On December 31, 2017, 22,500 RSUs vested and were distributed in 2018 to our executive officers; stock compensation expense for this component of the award was $1,000,000 for 2017. (2) 30,000 RSUs will be settled in cash based on the average closing price over a period of ten trading days immediately preceding the date of declaration which must occur within thirty days of the respective vesting date. This component is classified as a liability award, which requires us to measure the fair value of the award at the end of each reporting period. On December 31, 2017, 15,000 RSUs vested and settled in cash on January 29, 2018. Stock compensation expense for this component of the award was $750,000 for 2017. 1999 Stock Incentive 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. On August 4, 2017, options to purchase an aggregate of 7,000 shares of Common Stock were granted to the members of the Board of Directors and 136,500 shares of Common Stock were granted to employees under the Plan at an exercise price of $44.00 per share, the market price per share on the grant date. Options granted become exercisable in four equal instalments starting one year from date of grant and must be exercised within five years from date of grant and will be expensed equally over the four year vesting period. 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 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. As of December 31, 2017 , 255,400 shares were available for grant under the Plan. A summary of activity with respect to the Plan for 2017 , 2016 and 2015 is as follows: Weighted- Common Weighted- Average Shares Average Remaining Aggregate Subject to Exercise Contractual Intrinsic Option Price Term Value Balance at January 1, 2015 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 Granted 143,500 $ 44.00 Exercised (5,000 ) $ 22.35 $ 115,250 Cancelled (1,000 ) $ 22.35 Balance at December 31, 2017 170,500 $ 44.18 4.2 years $ 1,416,625 Exercisable at December 31, 2017 16,500 $ 44.65 0.3 year $ 155,663 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: 2017 2016 2015 Risk free rate 1.82 % 1.06 % 1.56 % Expected volatility 28.86 % 29.97 % 24.65 % Expected dividend yield — % — % — % Expected life 5.0 years 4.3 years 4.3 years Fair value per grant $ 12.57 $ 10.53 $ 10.90 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. Total Share-based compensation expense: We recorded compensation cost related to stock incentive plans of $2,000,000 , $70,000 and $120,000 for the years ended December 31, 2017 , 2016 and 2015 , respectively; such costs reduced net income by $800,000 , $30,000 and $70,000 for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , total unrecognized compensation cost related to nonvested share-based compensation plans was $3,450,000 ; this cost is expected to be recognized over a weighted-average period of 1.2 years. Share Repurchase Plan: 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, 2017 | |
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): 2017 2016 2015 Otay Land: Undeveloped land $ 245 $ 30,000 $ — San Elijo Hills project: Developed lots 3,167 12,143 22,064 Single family homes 13,088 — — Towncenter Phase One & Two 5,800 — — Ashville Park project: Developed lots 31 485 6,562 Single family homes — 568 — Revenues from profit sharing agreements 120 214 — The Market Common: Developed lots 2,181 2,042 1,558 Revenues from profit sharing agreements 1,261 1,582 1,252 SweetBay project: Single family homes 24,729 4,168 — Undeveloped land — 1,283 — Maine: Developed lots — — 7,475 Buildings — 790 1,683 Total $ 50,622 $ 53,275 $ 40,594 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, 2017 and 2016 , the activity in the deferred revenue account is as follows (in thousands): 2017 2016 Deferred revenue balance at January 1, $ 4,311 $ 2,334 Revenue deferred on the date of sale 433 3,399 Deferred revenue recognized in operations (3,514 ) (1,422 ) Deferred revenue balance at December 31, $ 1,230 $ 4,311 As of December 31, 2017 , we estimate that we will spend approximately $700,000 to complete the required improvements, including costs related to common areas. We estimate these improvements will be substantially complete by the end of 2018. 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. During 2017, we sold nine of these homes for $13,100,000 . At time of closing, we recognized real estate revenues of $13,000,000 and cost of sales of $12,200,000 . Advertising costs included in general and administrative expenses were $2,350,000 , $1,000,000 and $700,000 , respectively, for 2017 , 2016 and 2015 . |
Other Results Of Operations
Other Results Of Operations | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 Interest income $ 36 $ 876 $ 1,198 Gain on settlement of a lawsuit — 1,000 — Gain on redeemed investments — 1,914 — Gain on settlement of BP claim — 556 — Insurance proceeds from weather related damages to grapes 200 — — Management fee income from Leucadia — — 60 Income from utility service agreement 353 300 229 Other 29 93 128 Total $ 618 $ 4,739 $ 1,615 Other income includes service income related to a utility bundling service agreement with the homeowners at the Ashville Park project. Income of $350,000 , $300,000 and $250,000 , respectively, was recognized during 2017 , 2016 and 2015 . In 2016, we fully redeemed our investment in the Myrtle Beach Tax Increment Series 2006B Bonds and recorded a gain of $1,900,000 . During 2016, we recovered $1,000,000 from a judgment against certain defendants in the Flat Rock Litigation. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that will impact many areas of taxation, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate from 35% to 21%; (2) elimination of the corporate alternative minimum tax ("AMT"); (3) the introduction of the base erosion anti-abuse tax ("BEAT"), a new minimum tax; (4) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (5) a new provision designed to tax global intangible low-taxed income ("GILTI"); (6) a new limitation on deductible interest expense; (7) the repeal of the domestic production activity deduction; (8) limitations on the deductibility of certain executive compensation; (9) limitations on the use of foreign tax credits to reduce U.S. income tax liability; (10) limitations on net operating losses ("NOLs") generated after December 31, 2017, to 80% of taxable income; (11) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years; and (12) bonus depreciation that will allow for full expensing of qualified property. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. SAB 118 provides a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) where a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Tax Act. Due to the complex nature of the Tax Act, we have not completed our accounting for the income tax effects of certain elements of the Tax Act. If we were able to make reasonable estimates of the effects of certain elements for which our analysis is not yet complete, we recorded a provisional estimate in the financial statements. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with ASC 740 on the basis of the tax laws in effect before the Tax Act. The ultimate impact of the Tax Act may differ from this estimate, possibly materially, due to changes in interpretations and assumptions, and guidance that may be issued and actions we may take in response to the Tax Act. We note that the Tax Act is complex and we continue to assess the impact that various provisions will have on our business. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next twelve months, we consider the accounting for the deferred tax asset re-measurements and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. In connection with our initial analysis, we have recorded a discrete tax expense of $1.25 million as a provisional estimate of the impact of the Tax Act during 2017 increasing our effective tax rate by 60.0% . This provisional estimate primarily consists of a $1.25 million expense primarily related to the revaluation of our deferred tax asset. The (benefit) provision for income taxes for each of the three years in the period ended December 31, was as follows (in thousands): 2017 2016 2015 Current taxes: Federal $ (5,427 ) $ 3,720 $ 3,370 State and local 309 1,329 1,569 Total current income taxes (5,118 ) 5,049 4,939 Deferred taxes: Federal (2,884 ) (32,964 ) (2,836 ) State and local (1,850 ) (1,160 ) 153 Total deferred income taxes (4,734 ) (34,124 ) (2,683 ) Provision (benefit) for income taxes $ (9,852 ) $ (29,075 ) $ 2,256 Current federal income taxes from 2015 to 2017 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): 2017 2016 2015 Expected federal income tax provision $ 720 $ 2,761 $ 3,066 State and local income taxes, net of federal income tax benefit 1,580 110 1,119 Decrease in valuation allowance — (31,846 ) (1,556 ) Decrease in unrecognized tax benefit (13,212 ) — — Impact of tax reform 1,240 — — Excess of stock detriment (benefit) (109 ) — — Employee incentive stock options (88 ) — — Permanent difference on tax exempt municipal bond interest — (198 ) (264 ) Permanent difference on real estate donation — — (157 ) Meals and entertainment 43 37 31 Other permanent differences 27 43 18 Other (53 ) 18 (1 ) Actual income tax provision (benefit) $ (9,852 ) $ (29,075 ) $ 2,256 At December 31, 2017 and 2016 , the net deferred tax asset (liability) consisted of the following (in thousands): 2017 2016 Deferred Tax Asset: Minimum tax credit carryovers $ 31,559 $ 29,743 Land basis 247 1,741 BRP equity interest 3,714 8,855 Other, net 1,125 2,877 36,645 43,216 Valuation allowance — — 36,645 43,216 Deferred Tax Liability: Buildings (1,448 ) (6,121 ) Leaseholds (334 ) (2,353 ) (1,782 ) (8,474 ) Net deferred tax asset $ 34,863 $ 34,742 The Tax Act repeals the corporate AMT effective for tax years beginning after December 31, 2017. Any AMT credit carryovers to tax years after that date generally may be utilized to the extent of the taxpayer’s regular tax liability (as reduced by certain other credits). In addition, for tax years beginning in 2018, 2019, and 2020, to the extent that AMT credit carryovers exceed regular tax liability (as reduced by certain other credits), 50% of the excess AMT credit carryovers are refundable. Any remaining AMT credits will be fully refundable in 2021. 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 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 Increases based on tax positions related 382 382 Decreases based on tax positions related (4,678 ) (4,678 ) Interest expense reversed (150 ) (150 ) Balance, December 31, 2017 $ — $ — $ — During 2017, we effectively settled our 2014 federal tax examination with the IRS and, as a result, recorded an $8,600,000 reduction to deferred tax liabilities and a $4,700,000 reduction to unrecognized tax benefits. The statute of limitations with respect to the Company’s federal income tax returns has expired for all years through 2013, and with respect to California state income tax returns through 2012. We are currently under examination by the City of New York for the year ended 2014. We do not expect that resolution of this examination will have a significant effect on our consolidated financial position, but it could have a significant impact on the consolidated results of operations for the period in which resolution occurs. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 , 2016 and 2015 are as follows (in thousands): 2017 2016 2015 Numerator – net income attributable to HomeFed Corporation common shareholders $ 11,851 $ 36,684 $ 5,835 Denominator for basic earnings per share– weighted average shares 15,450 15,435 15,396 Restricted stock units 36 — — Stock options 3 10 30 Denominator for diluted earnings per share– weighted average shares 15,489 15,445 15,426 Options to purchase 74,800 , 16,600 and 9,600 weighted-average shares of common stock were outstanding during the years ended December 31, 2017 , 2016 and 2015 , 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, 2017 | |
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 13 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, 2017 (in thousands): 2018 $ 4,808 2019 4,003 2020 3,769 2021 3,468 2022 2,849 Thereafter 10,369 $ 29,266 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, 2017 was approximately $9,750,000 of which includes approximately $3,450,000 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. 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, 2017 , $1,400,000 was in the escrow account and is classified as restricted cash. Our corporate office space lease was renewed during 2017 and is leased under a non-cancellable lease that expires in October 2023. Rental expense (net of sublease income) was $250,000 for each of the years ended 2017 , 2016 and 2015 . Under the new lease, we are subject to a 3% escalator each year commencing on November 1, 2018. A portion of this space is leased to Leucadia through October 2018; see Note 13 for more information. Future minimum annual rental (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) under this lease is as follows (in thousands): 2018 $ 256 2019 261 2020 294 2021 303 2022 312 Thereafter 266 1,692 Less: sublease income (10 ) $ 1,682 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, 2017, the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $ 49,500,000 San Elijo Hills project 700,000 Ashville Park project 800,000 We have purchased insurance policies for general liability coverage including completed operations for the Otay Land, San Elijo Hills, Ashville Park and SweetBay projects with limits ranging from $2,000,000 to $22,000,000 . 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. 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 . We placed $1,250,000 on deposit with a qualified financial institution to obtain the replacement letter of credit; such amount is reflected as restricted cash. 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 deeded the school site land and building to the school and terminated the related 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. We completed environmental remediation activities on approximately 30 acres of undeveloped land owned by Flat Rock Land Company, LLC (“Flat Rock”), a subsidiary of Otay in February 2013, and received final approval of the remediation from the County of San Diego Department of Environmental Health in June 2013. In 2014, Otay and Flat Rock commenced a lawsuit in California Superior Court seeking compensation from the parties who they believed were responsible for the contamination of the property. In February 2015, the trial court denied us any recovery and entered judgment in favor of the defendants as to all causes of action. In post-trial proceedings, the defendants sought, and the trial court allowed, reimbursement for court costs, of $350,000 . Although our appeal of the judgment stayed the defendants’ right to collect court costs pending resolution of the appeal, we accrued $350,000 during the first quarter of 2016 as we believed at the time that such loss was probable and reasonably estimable. The defendants also sought, but were denied, recovery of attorney’s fees in the amount of approximately $13,500,000 , which the defendants appealed. On September 26, 2017, the Fourth District Court of Appeals (the “Appellate Court”) affirmed in part and reversed in part the judgment and remanded the matter to the trial court for further proceedings. The Appellate Court determined that Otay and Flat Rock were the prevailing parties and awarded their costs on appeal, the $350,000 cost award in favor of the defendants was reversed by operation of law, and the defendants’ appeal of the trial court’s denial of the defendants’ claim for attorneys’ fees was dismissed as being moot. The defendants’ requests for rehearing with the Appellate Court were summarily denied. The decision of the Appellate Court became final on October 27, 2017 and was upheld by the California Supreme Court in January 2018. The matter will be remanded to the Superior Court for further proceedings consistent with the Appellate Court’s decision. In the fourth quarter of 2017, we reversed the accrual of the cost award plus accrued interest totaling $400,000 . No assurances can be given as to the ultimate outcome of this matter. 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, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS On March 23, 2017, Ian M. Cumming resigned from the Board of Directors. To fill the vacancy, on March 28, 2017, the Board of Directors elected Jimmy Hallac, who is a Managing Director for Leucadia. Leucadia executives now hold three of the seven board of director positions. 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. Prior to Mr. Cumming's resignation, he sold 783,889 of our shares for $31,300,000 to Leucadia in a privately negotiated transaction during March 2017. Mr. Cumming was considered to be a “Related Person” under our Related Person Transaction Policy at the time of the sale. Accordingly, the independent Audit Committee of the Board (the “Audit Committee”) considered the transaction and recommended to the Board the approval of the sales transaction, which was unanimously approved by the Board (with Mr. Cumming abstaining from the vote). In 2015, Mr. Steinberg, the chairman of our Board of Directors, entered into a Purchase Agreement with us and our wholly-owned subsidiaries, as guarantors, pursuant to which he purchased Notes with a value of $5 million , or 4% , of the principal amount of the Old Notes issued, which were fully redeemed on September 28, 2017 on the same terms as other redemptions. On September 27, 2017, Mr. Steinberg entered into a Purchase Agreement with us and our wholly-owned subsidiaries, as guarantors, pursuant to which he purchased New Notes with a value of $7 million , or 9.3% , of the principal amount of the New Notes issued (such purchases and redemptions, the “Affiliate Note Transactions”). Mr. Steinberg is considered to be a Related Person under our Related Person Transaction Policy. Accordingly, the Audit Committee considered the Affiliate Note Transactions and approved, and recommended to the Board the approval of, the Affiliate Note Purchases, which were unanimously approved by the Board (with Mr. Steinberg abstaining from the vote). Pursuant to Placement Agency Agreements, Jefferies acted as Placement Agent for the Old Notes and for the New 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 Related Person Transaction Policy. Accordingly, pursuant to and in accordance with the Related Person Transaction Policy, the Audit Committee considered the Placement Agency Agreements and approved, and recommended to the Board the approval of, the Placement Agency Agreements, which were unanimously approved by the Board (with Mr. Friedman, Chairman of the Executive Committee of Jefferies Group LLC, Mr. Steinberg and Mr. Hallac abstaining from the vote). Pursuant to the Placement Agency Agreements for the Old Notes, 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 Old Notes on the first anniversary of the issue date and received a fee equal to 50 basis points of the outstanding balance on the second anniversary of the issue date. Pursuant to the Placement Agency Agreements for the New Notes, Jefferies received a fee of $100,000 . 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. Builder LLCs: Two of our executive officers are members of the four -member management committee at each Builder LLC and are designated to consider major decisions for each of the three Builder LLCs. Each Builder LLC appointed two members to the management committee, which is controlled jointly by us and the respective builder. HomeFed is contractually obligated to obtain infrastructure improvement bonds on behalf of the Builder LLCs. See Note 12 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 each Builder LLC 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 $6,300,000 representing BRP Leasing’s share of undistributed amounts under the pooling agreement at December 31, 2017 . For the year ended December 31, 2017 , rental income includes BRP Leasing’s share of the pooling agreement of $5,800,000 , and rental income includes $8,750,000 of sublease income for the five floors originally sublet by Empire. Rental income includes a non-cash reduction of $1,650,000 for amortization related to purchase price accounting. For the year ended December 31, 2017 , rental operating expenses includes rent paid to BRP Holding (for all nine floors) of $12,100,000 . 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, 2017 (in thousands): 2018 $ 10,670 Thereafter — $ 10,670 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, 2017 (in thousands): 2018 $ 6,301 Thereafter — $ 6,301 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 2017 , 2016 and 2015 . During the third quarter of 2017, certain of our executive officers and a director sold an aggregate 14,008 shares of our stock from their personal holdings to Leucadia in private transactions at an agreed upon price of $43.00 per share. The transaction was approved by our Audit Committee in accordance with our Related Party Transaction Policy taking into consideration that Leucadia is our majority shareholder, among other factors. 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 year ended December 31, 2015, we recognized $60,000 . 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 2017 , 2016 and 2015 . 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 12 for more information. 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. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Fair Carrying Fair Amount Value Amount Value Financial Liabilities: Long-term debt: New Notes (a) $ 74,590 $ 75,470 $ 102,084 $ 103,274 Long-term debt: EB-5 (b) 43,623 46,500 — — (a) The fair value of the New Notes 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. (b) The fair value approximates the principal amount of the EB-5 debt utilizing available market data inputs that are considered level 3 inputs. No assets or liabilities were measured at fair value on a nonrecurring basis as of December 31, 2017 and 2016 . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
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, BRP Hotel and the Builder LLCs in the Otay Land project. Farming operations consist of the Rampage property which includes an operating grape vineyard and an almond orchard under development which was sold in January 2018. Corporate primarily consists of investment income and overhead expenses. Corporate amounts are not allocated to the operating units. Farming revenues are generally recognized during the second half of the year when the crop is harvested and sold. Certain information concerning our segments for the years ended 2017 , 2016 and 2015 is presented in the following table. 2017 2016 2015 (in thousands) Revenues: Real estate $ 75,124 $ 76,548 $ 64,484 Farming 3,507 4,436 5,042 Corporate 12 12 12 Total consolidated revenues $ 78,643 $ 80,996 $ 69,538 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 14,497 $ 16,638 $ 16,137 Farming (342 ) 462 1,242 Corporate (12,098 ) (9,212 ) (8,620 ) Total consolidated income from continuing operations before income taxes and noncontrolling interest $ 2,057 $ 7,888 $ 8,759 Depreciation and amortization expenses: Real estate $ 3,284 $ 4,670 $ 3,999 Farming 341 257 161 Corporate 60 46 33 Total consolidated depreciation and amortization expenses $ 3,685 $ 4,973 $ 4,193 Identifiable assets employed: Real estate $ 545,869 $ 516,260 Farming 9,925 13,468 Corporate 57,192 52,604 Total consolidated assets $ 612,986 $ 582,332 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 Sales of real estate $ 14,950 $ 20,178 $ 7,980 $ 7,514 Rental income $ 5,932 $ 6,357 $ 5,877 $ 5,764 Farming revenues $ — $ — $ 3,411 $ 96 Co-op marketing and advertising fees $ 110 $ 127 $ 157 $ 190 Cost of sales $ 12,502 $ 18,248 $ 7,609 $ 6,839 Farming expenses $ 937 $ 988 $ 1,179 $ 406 Income (loss) from operations $ 395 $ 765 $ 988 $ (709 ) Net income (loss) attributable to HomeFed Corporation common shareholders $ 226 $ 13,681 $ 470 $ (2,526 ) Basic earnings (loss) per common share attributable to HomeFed Corporation shareholders $ 0.01 $ 0.89 $ 0.03 $ (0.16 ) Diluted earnings (loss) per common share attributable to HomeFed Corporation shareholders $ 0.01 $ 0.88 $ 0.03 $ (0.16 ) 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 $ (1,458 ) $ 35,756 $ 1,240 $ 1,146 Basic earnings (loss) per common share attributable to $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 Diluted earnings (loss) per common share attributable to $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 Net income (loss) attributable to HomeFed Corporation common shareholders includes a credit to income tax expense of $13,200,000 in the second quarter of 2017 resulting from settling our 2014 federal tax examination where we were allowed to reverse a portion of our deferred tax liability and our unrecognized tax benefits. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS In January 2018, we entered into an agreement to sell the Rampage property for $26,000,000 . The agreement was assigned to a qualified intermediary under an Exchange Agreement to facilitate a 1031 like-kind Exchange for tax purposes. The sale closed on January 26, 2018 and proceeds from the sale are held in a trust account for Rampage pending identification of qualified replacement property. We will record a gain on the sale of approximately $17,300,000 . The sale of Rampage property does not meet the GAAP criteria to be classified as a discontinued operation. On February 28, 2018, BRP Holding satisfied, in full, the $8,750,000 principal balance of a portion of the self-amortizing New York City Industrial Revenue Bonds, with the proceeds of a new $198,350,000 fully amortizing 23 -year structured lease-back financing. Approximately $157,250,000 of the proceeds was distributed to members of which we received $88,000,000 . |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2017 | |
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 the Builder LLCs, 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. |
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. |
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. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act is one of the most comprehensive changes in the U.S. corporate income tax since 1986 and certain provisions are highly complex in their application. The Tax Act revises the U.S. Corporate income tax by, among other things, lowering the corporate income tax rate from 35% to 21% and adopting a territorial income tax system. We have evaluated the impact that the Tax Act will have on both our Consolidated Balance Sheets and Consolidated Statements of Operations. At this time, based on information currently available, results for the fourth quarter of 2017 reflect a provisional expense of $1,250,000 . 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. During the third quarter of 2015, resulting from a tax matter related to the acquisition of real estate properties and operations from Leucadia in 2014, 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 2017, we effectively settled our 2014 federal tax examination with the IRS and, as a result, recorded an $8,600,000 reduction to deferred tax liabilities and a $4,700,000 reduction to unrecognized tax benefits. |
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. At December 31, 2017, we have a remaining balance of $1,450,000 . 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. Interest, payroll related to construction, property taxes and other professional fees 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. 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. Interest, however, is allocated to each property principally based on the percentage of development costs incurred for the property compared to the total development costs incurred for the period. 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. |
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 includes 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. 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 and 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 the Builder LLCs are accounted for under the equity method of accounting as of December 31, 2017. 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. |
Asset Held for Sale | Asset Held for Sale - We classify an asset held for sale in the period in which we commit to a plan to sell the asset, are actively seeking a buyer, the asset is being marketed for sale at a price that is reasonable in relation to its fair value, the asset is readily available for sale in its current condition, and the sale of the asset is likely to occur within one year. |
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. |
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 expected 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 Financial Accounting Standards Board (“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 will adopt the new guidance in the first quarter of 2018 using the modified retrospective approach with a cumulative effect adjustment to opening retained earnings on January 1, 2018. Our implementation efforts include the identification of revenue streams within the scope of the guidance and the evaluation of certain revenue contracts that impact the identified revenue streams. We have evaluated our Builder LLC agreements and have determined that recognition of the basis difference generated as a result of our contribution of land to the Village III Master is appropriate under the new guidance. As a result, we will recognize approximately $4,850,000 as an increase to our opening retained earnings on January 1, 2018 related to our equity investment in the Builder LLCs. We expect that this guidance may impact the timing of revenue recognition related to certain of our land sales, home sales, profit participation agreements, and co-op marketing fees and we expect that there will be an adjustment to opening retained earnings related to these revenue streams. We are continuing our evaluation to quantify the impact on opening retained earnings. 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 of the new guidance related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The new guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term, along with additional qualitative and quantitative disclosures. Lessor accounting will remain substantially similar to current accounting guidance for leases. However, leasing costs that are currently eligible to be capitalized as initial direct costs will be immediately expensed under the new guidance. 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 August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the 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. 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 have evaluated the guidance, and the adoption will impact the cash flow statement by changing the presentation of cash and cash equivalents to include restricted cash. We also believe it will not have a material effect on our consolidated financial statements. In May 2017, the FASB issued new guidance providing clarity and reducing diversity in practice and cost and complexity when accounting for a change to the terms or conditions of a share-based payment award. The guidance is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We have evaluated the new guidance and believe it will not have a material effect on our consolidated financial statements. Accounting Developments- Adopted Accounting Standards Beginning January 1, 2017, we adopted the FASB's new guidance that simplifies and improves accounting for share-based payments. The amendments include the recognition of all excess tax benefits and tax deficiencies as income tax expense or benefit in the statement of operations and changes to the timing of recognition of excess tax benefits, the accounting for forfeitures and classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption of this guidance did not have a significant impact on our consolidated financial statements. We elected to account for forfeitures as they occur. |
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. |
Real Estate (Tables)
Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Schedule of Real Estate | Real estate carrying values are as follows (in thousands): December 31, 2017 2016 Real estate held for development: Otay Land project $ 198,882 $ 182,075 San Elijo Hills project 29,938 26,929 Pacho project 17,672 17,988 Fanita Ranch property 22,601 20,021 SweetBay project 23,921 25,078 Ashville Park project 8,788 8,321 The Market Common 5,981 7,161 Rampage property (1) — 6,211 Maine projects 3,881 3,881 Total $ 311,664 $ 297,665 Real estate held for investment, gross Land: The Market Common $ 3,744 $ 3,744 Buildings: The Market Common 35,783 35,783 San Elijo Hills project — 4,045 Maine projects 209 209 SweetBay project 523 523 Tenant improvements: The Market Common 2,059 2,056 San Elijo Hills project — 475 42,318 46,835 Less: Accumulated depreciation (4,296 ) (4,299 ) Real estate held for investment, net $ 38,022 $ 42,536 (1) The Rampage property and related other assets are considered assets held for sale at December 31, 2017. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | A summary of intangible assets, net at December 31, 2017 and 2016 is as follows (in thousands): December 31, December 31, Amortization 2017 2016 (in years) Above market lease contracts, net of accumulated $ 2,041 $ 4,155 1 to 24 Lease in place value, net of accumulated amortization 964 1,479 1 to 24 Intangible assets, net $ 3,005 $ 5,634 Below market lease contracts, net of accumulated $ 1,930 $ 2,729 1 to 24 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | At December 31, 2017 and 2016 , our equity method investments are comprised of the following (in thousands): December 31, December 31, 2017 2016 BRP Holding $ 86,093 $ 74,972 BRP Hotel 22,651 24,020 Village III Master — 28,387 Builder LLCs 43,601 — Total $ 152,345 $ 127,379 |
Schedule of Income (Loss) Related To Equity Investment | Income (loss) related to equity investment companies for the years ending December 31, 2017 , 2016 and 2015 is as follows (in thousands): 2017 2016 2015 BRP Holding $ 11,121 $ 219 $ (1,725 ) BRP Hotel (1,369 ) (1,166 ) 588 Builder LLCs (706 ) — — Total $ 9,046 $ (947 ) $ (1,137 ) |
Schedule Of Equity Method Investments Summarized Financial Information | The following table provides summarized data with respect to our equity method investments for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Assets $ 385,189 $ 286,898 Liabilities $ 197,727 $ 201,871 Total revenues $ 122,245 $ 98,017 $ 99,778 Income from continuing operations before extraordinary items $ 20,035 $ 4,050 $ 8,220 Net income $ 20,035 $ 4,050 $ 8,220 Our income (losses) related to equity investment companies $ 9,046 $ (947 ) $ (1,137 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Accordingly, we 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, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Option Activity | A summary of activity with respect to the Plan for 2017 , 2016 and 2015 is as follows: Weighted- Common Weighted- Average Shares Average Remaining Aggregate Subject to Exercise Contractual Intrinsic Option Price Term Value Balance at January 1, 2015 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 Granted 143,500 $ 44.00 Exercised (5,000 ) $ 22.35 $ 115,250 Cancelled (1,000 ) $ 22.35 Balance at December 31, 2017 170,500 $ 44.18 4.2 years $ 1,416,625 Exercisable at December 31, 2017 16,500 $ 44.65 0.3 year $ 155,663 |
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: 2017 2016 2015 Risk free rate 1.82 % 1.06 % 1.56 % Expected volatility 28.86 % 29.97 % 24.65 % Expected dividend yield — % — % — % Expected life 5.0 years 4.3 years 4.3 years Fair value per grant $ 12.57 $ 10.53 $ 10.90 |
Sales Of Real Estate (Tables)
Sales Of Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 Otay Land: Undeveloped land $ 245 $ 30,000 $ — San Elijo Hills project: Developed lots 3,167 12,143 22,064 Single family homes 13,088 — — Towncenter Phase One & Two 5,800 — — Ashville Park project: Developed lots 31 485 6,562 Single family homes — 568 — Revenues from profit sharing agreements 120 214 — The Market Common: Developed lots 2,181 2,042 1,558 Revenues from profit sharing agreements 1,261 1,582 1,252 SweetBay project: Single family homes 24,729 4,168 — Undeveloped land — 1,283 — Maine: Developed lots — — 7,475 Buildings — 790 1,683 Total $ 50,622 $ 53,275 $ 40,594 |
Schedule Of Changes In Deferred Revenue | For the years ended December 31, 2017 and 2016 , the activity in the deferred revenue account is as follows (in thousands): 2017 2016 Deferred revenue balance at January 1, $ 4,311 $ 2,334 Revenue deferred on the date of sale 433 3,399 Deferred revenue recognized in operations (3,514 ) (1,422 ) Deferred revenue balance at December 31, $ 1,230 $ 4,311 |
Other Results Of Operations (Ta
Other Results Of Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 Interest income $ 36 $ 876 $ 1,198 Gain on settlement of a lawsuit — 1,000 — Gain on redeemed investments — 1,914 — Gain on settlement of BP claim — 556 — Insurance proceeds from weather related damages to grapes 200 — — Management fee income from Leucadia — — 60 Income from utility service agreement 353 300 229 Other 29 93 128 Total $ 618 $ 4,739 $ 1,615 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 Current taxes: Federal $ (5,427 ) $ 3,720 $ 3,370 State and local 309 1,329 1,569 Total current income taxes (5,118 ) 5,049 4,939 Deferred taxes: Federal (2,884 ) (32,964 ) (2,836 ) State and local (1,850 ) (1,160 ) 153 Total deferred income taxes (4,734 ) (34,124 ) (2,683 ) Provision (benefit) for income taxes $ (9,852 ) $ (29,075 ) $ 2,256 Current federal income taxes from 2015 to 2017 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): 2017 2016 2015 Expected federal income tax provision $ 720 $ 2,761 $ 3,066 State and local income taxes, net of federal income tax benefit 1,580 110 1,119 Decrease in valuation allowance — (31,846 ) (1,556 ) Decrease in unrecognized tax benefit (13,212 ) — — Impact of tax reform 1,240 — — Excess of stock detriment (benefit) (109 ) — — Employee incentive stock options (88 ) — — Permanent difference on tax exempt municipal bond interest — (198 ) (264 ) Permanent difference on real estate donation — — (157 ) Meals and entertainment 43 37 31 Other permanent differences 27 43 18 Other (53 ) 18 (1 ) Actual income tax provision (benefit) $ (9,852 ) $ (29,075 ) $ 2,256 |
Schedule Of Deferred Tax Assets | At December 31, 2017 and 2016 , the net deferred tax asset (liability) consisted of the following (in thousands): 2017 2016 Deferred Tax Asset: Minimum tax credit carryovers $ 31,559 $ 29,743 Land basis 247 1,741 BRP equity interest 3,714 8,855 Other, net 1,125 2,877 36,645 43,216 Valuation allowance — — 36,645 43,216 Deferred Tax Liability: Buildings (1,448 ) (6,121 ) Leaseholds (334 ) (2,353 ) (1,782 ) (8,474 ) Net deferred tax asset $ 34,863 $ 34,742 |
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 Increases based on tax positions related 382 382 Decreases based on tax positions related (4,678 ) (4,678 ) Interest expense reversed (150 ) (150 ) Balance, December 31, 2017 $ — $ — $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 , 2016 and 2015 are as follows (in thousands): 2017 2016 2015 Numerator – net income attributable to HomeFed Corporation common shareholders $ 11,851 $ 36,684 $ 5,835 Denominator for basic earnings per share– weighted average shares 15,450 15,435 15,396 Restricted stock units 36 — — Stock options 3 10 30 Denominator for diluted earnings per share– weighted average shares 15,489 15,445 15,426 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands): 2018 $ 4,808 2019 4,003 2020 3,769 2021 3,468 2022 2,849 Thereafter 10,369 $ 29,266 |
Schedule of Future Minimum Annual Rental Expense | Future minimum annual rental (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) under this lease is as follows (in thousands): 2018 $ 256 2019 261 2020 294 2021 303 2022 312 Thereafter 266 1,692 Less: sublease income (10 ) $ 1,682 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, 2017 (in thousands): 2018 $ 6,301 Thereafter — $ 6,301 |
Schedule of Outstanding Bonds | As of December 31, 2017, the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $ 49,500,000 San Elijo Hills project 700,000 Ashville Park project 800,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands): 2018 $ 10,670 Thereafter — $ 10,670 |
Schedule of Future Minimum Annual Rental Expense | Future minimum annual rental (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) under this lease is as follows (in thousands): 2018 $ 256 2019 261 2020 294 2021 303 2022 312 Thereafter 266 1,692 Less: sublease income (10 ) $ 1,682 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, 2017 (in thousands): 2018 $ 6,301 Thereafter — $ 6,301 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Fair Carrying Fair Amount Value Amount Value Financial Liabilities: Long-term debt: New Notes (a) $ 74,590 $ 75,470 $ 102,084 $ 103,274 Long-term debt: EB-5 (b) 43,623 46,500 — — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Certain information concerning our segments for the years ended 2017 , 2016 and 2015 is presented in the following table. 2017 2016 2015 (in thousands) Revenues: Real estate $ 75,124 $ 76,548 $ 64,484 Farming 3,507 4,436 5,042 Corporate 12 12 12 Total consolidated revenues $ 78,643 $ 80,996 $ 69,538 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 14,497 $ 16,638 $ 16,137 Farming (342 ) 462 1,242 Corporate (12,098 ) (9,212 ) (8,620 ) Total consolidated income from continuing operations before income taxes and noncontrolling interest $ 2,057 $ 7,888 $ 8,759 Depreciation and amortization expenses: Real estate $ 3,284 $ 4,670 $ 3,999 Farming 341 257 161 Corporate 60 46 33 Total consolidated depreciation and amortization expenses $ 3,685 $ 4,973 $ 4,193 Identifiable assets employed: Real estate $ 545,869 $ 516,260 Farming 9,925 13,468 Corporate 57,192 52,604 Total consolidated assets $ 612,986 $ 582,332 |
Selected Quarterly Financial 38
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | First Second Third Fourth Quarter Quarter Quarter Quarter (In thousands, except per share amounts) 2017 Sales of real estate $ 14,950 $ 20,178 $ 7,980 $ 7,514 Rental income $ 5,932 $ 6,357 $ 5,877 $ 5,764 Farming revenues $ — $ — $ 3,411 $ 96 Co-op marketing and advertising fees $ 110 $ 127 $ 157 $ 190 Cost of sales $ 12,502 $ 18,248 $ 7,609 $ 6,839 Farming expenses $ 937 $ 988 $ 1,179 $ 406 Income (loss) from operations $ 395 $ 765 $ 988 $ (709 ) Net income (loss) attributable to HomeFed Corporation common shareholders $ 226 $ 13,681 $ 470 $ (2,526 ) Basic earnings (loss) per common share attributable to HomeFed Corporation shareholders $ 0.01 $ 0.89 $ 0.03 $ (0.16 ) Diluted earnings (loss) per common share attributable to HomeFed Corporation shareholders $ 0.01 $ 0.88 $ 0.03 $ (0.16 ) 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 $ (1,458 ) $ 35,756 $ 1,240 $ 1,146 Basic earnings (loss) per common share attributable to $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 Diluted earnings (loss) per common share attributable to $ (0.09 ) $ 2.32 $ 0.08 $ 0.07 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2017builder | Apr. 30, 2016builder | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($)builder | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2002USD ($)a | Mar. 31, 2018USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Real Estate Properties [Line Items] | ||||||||||||
Other comprehensive income | $ 0 | $ 0 | $ 0 | |||||||||
Provisional income tax expense recognized for impact of Tax Act | 1,250,000 | |||||||||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850,000 | 31,850,000 | ||||||||||
Unrecognized tax benefits | $ 4,446,000 | 0 | 4,446,000 | 2,976,000 | $ 2,550,000 | $ 0 | ||||||
Increase in unrecognized tax benefits | $ 400,000 | 1,400,000 | ||||||||||
Reduction in deferred tax liabilities due to settlement of income tax examination | 8,600,000 | |||||||||||
Reduction in unrecognized tax benefits | $ 13,200,000 | 4,678,000 | ||||||||||
Environmental remediation charge | $ 11,150,000 | |||||||||||
Area of land related to environmental remediation (in acres) | a | 30 | |||||||||||
Environmental remediation liability | 1,450,000 | |||||||||||
Provision for impairment losses on real estate | $ 0 | 0 | 0 | |||||||||
Reduction in rental income | $ 150,000 | |||||||||||
Otay Land project | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of builders | builder | 3 | 3 | 3 | |||||||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850,000 | |||||||||||
Forecast | Accounting Standards Update 2014-09 | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Cumulative effect of new accounting principle in Period of Adoption | $ 4,850,000 |
Real Estate (Schedule Of Real E
Real Estate (Schedule Of Real Estate) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Real Estate Properties [Line Items] | ||
Held for development | $ 311,664 | $ 297,665 |
Land and buildings for real estate held For investment | 42,318 | 46,835 |
Less: Accumulated depreciation | (4,296) | (4,299) |
Real estate held for investment, net | 38,022 | 42,536 |
Otay Land project | ||
Real Estate Properties [Line Items] | ||
Held for development | 198,882 | 182,075 |
San Elijo Hills project | ||
Real Estate Properties [Line Items] | ||
Held for development | 29,938 | 26,929 |
Buildings | 0 | 4,045 |
Tenant improvements | 0 | 475 |
Pacho project | ||
Real Estate Properties [Line Items] | ||
Held for development | 17,672 | 17,988 |
Fanita Ranch property | ||
Real Estate Properties [Line Items] | ||
Held for development | 22,601 | 20,021 |
SweetBay project | ||
Real Estate Properties [Line Items] | ||
Held for development | 23,921 | 25,078 |
Buildings | 523 | 523 |
Ashville Park project | ||
Real Estate Properties [Line Items] | ||
Held for development | 8,788 | 8,321 |
The Market Common | ||
Real Estate Properties [Line Items] | ||
Held for development | 5,981 | 7,161 |
Held for investment | 3,744 | 3,744 |
Buildings | 35,783 | 35,783 |
Tenant improvements | 2,059 | 2,056 |
Rampage property | ||
Real Estate Properties [Line Items] | ||
Held for development | 0 | 6,211 |
Maine projects | ||
Real Estate Properties [Line Items] | ||
Held for development | 3,881 | 3,881 |
Buildings | $ 209 | $ 209 |
Real Estate (Narrative) (Detail
Real Estate (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2015USD ($)alot | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)a | Dec. 31, 2016USD ($) | |
Real Estate Properties [Line Items] | ||||
Capitalized interest costs | $ 7,600,000 | $ 8,750,000 | ||
Held for development | 311,664,000 | 297,665,000 | ||
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 | |||
Held for development | 8,788,000 | 8,321,000 | ||
Pacho project | ||||
Real Estate Properties [Line Items] | ||||
Held for development | $ 17,672,000 | $ 17,988,000 | ||
Towncenter - Phase 3 | ||||
Real Estate Properties [Line Items] | ||||
Area of land (in acres) | a | 2.5 | |||
Proceeds from sale of real estate | $ 1,600,000 | |||
Leasehold Interest | Pacho project | ||||
Real Estate Properties [Line Items] | ||||
Held for development | $ 17,650,000 | |||
Multi-Family Lots | Towncenter - Phase 3 | ||||
Real Estate Properties [Line Items] | ||||
Proceeds from deposits on real estate sales | $ 230,000 | |||
Buildings | Minimum | ||||
Real Estate Properties [Line Items] | ||||
Estimated useful life | 2 years | |||
Buildings | Maximum | ||||
Real Estate Properties [Line Items] | ||||
Estimated useful life | 43 years |
Intangible Assets, Net (Schedul
Intangible Assets, Net (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 3,005 | $ 5,634 |
Below market lease contracts | 1,930 | 2,729 |
Below market lease contracts, Accumulated amortization | 3,658 | 2,859 |
Above Market Lease Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 2,041 | 4,155 |
Intangible assets, Accumulated amortization | 8,833 | 6,719 |
Leases In Place Value | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 964 | 1,479 |
Intangible assets, Accumulated amortization | $ 3,122 | $ 2,606 |
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 | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Below market lease, amortization income, 2018 | $ (550) | ||
Below market lease, amortization income, 2019 | (250) | ||
Below market lease, amortization income, 2020 | (200) | ||
Below market lease, amortization income, 2021 | (150) | ||
Below market lease, amortization income, 2022 | (150) | ||
Below market lease, amortization income, thereafter | (600) | ||
Amortization expense | 500 | $ 800 | $ 750 |
Above Market Lease Contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Future amortization expense, intangible assets, 2018 | 1,700 | ||
Future amortization expense, intangible assets, 2019 | 50 | ||
Future amortization expense, intangible assets, 2020 | 50 | ||
Future amortization expense, intangible assets, 2021 | 50 | ||
Future amortization expense, intangible assets, 2022 | 50 | ||
Future amortization expense, intangible assets, thereafter | 150 | ||
Leases In Place Value | |||
Finite-Lived Intangible Assets [Line Items] | |||
Future amortization expense, intangible assets, 2018 | 300 | ||
Future amortization expense, intangible assets, 2019 | 100 | ||
Future amortization expense, intangible assets, 2020 | 100 | ||
Future amortization expense, intangible assets, 2021 | 100 | ||
Future amortization expense, intangible assets, 2022 | 50 | ||
Future amortization expense, intangible assets, thereafter | $ 350 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2017USD ($)abuilderhome | Apr. 30, 2016USD ($)abuilderemployeehome | Dec. 31, 2017USD ($)builder | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 28, 2014USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Aggregate capital contribution | $ 33,200 | $ 0 | $ 0 | $ 154,055 | ||
Payments to acquire equity method investments | $ 35,920 | 16,446 | $ 0 | |||
BRP Holding | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 61.25% | |||||
Equity method investments, fair value | $ 77,950 | |||||
Historical basis of entity | (15,250) | |||||
Basis difference | $ 79,600 | 84,400 | ||||
BRP Hotel | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 25.80% | |||||
Payments to acquire equity method investments | 3,250 | |||||
Equity method investments, fair value | 24,800 | |||||
Historical basis of entity | $ (7,150) | |||||
Basis difference | $ 14,450 | $ 15,100 | ||||
Otay Land project | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Area of land (in acres) | a | 450 | 450 | ||||
Number of planned homes | home | 948 | 992 | ||||
Number of builders | builder | 3 | 3 | 3 | |||
Number of homes planned to build and sell | home | 948 | |||||
Market value of land contributed as an investment in lieu of cash | $ 20,000 | |||||
Proceeds from sale of real estate | 30,000 | |||||
Land | 15,150 | |||||
Difference in land basis | $ 4,850 | |||||
Land improvements | $ 2,250 | |||||
Maximum limit of infrastructure costs allowed to be credited back | 78,600 | |||||
Village III Master | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Members of management committee | employee | 8 | |||||
Village III Master | Employee | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Members of management committee | employee | 2 | |||||
Builder LLCs | Otay Land project | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Aggregate capital contribution | $ 20,000 |
Equity Method Investments (Sche
Equity Method Investments (Schedule of Equity Method Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 152,345 | $ 127,379 |
BRP Holding | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 86,093 | 74,972 |
BRP Hotel | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 22,651 | 24,020 |
Village III Master | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 0 | 28,387 |
Builder LLCs | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 43,601 | $ 0 |
Equity Method Investments (Sc46
Equity Method Investments (Schedule of Income (Loss) Related to Equity Investment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | $ 9,046 | $ (947) | $ (1,137) |
BRP Holding | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | 11,121 | 219 | (1,725) |
BRP Hotel | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | (1,369) | (1,166) | 588 |
Builder LLCs | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | $ (706) | $ 0 | $ 0 |
Equity Method Investments (Sc47
Equity Method Investments (Schedule Of Equity Method Investments Summarized Financial Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Assets | $ 385,189 | $ 286,898 | |
Liabilities | 197,727 | 201,871 | |
Total revenues | 122,245 | 98,017 | $ 99,778 |
Income from continuing operations before extraordinary items | 20,035 | 4,050 | 8,220 |
Net income | 20,035 | 4,050 | 8,220 |
Our income (losses) related to equity investment companies | $ 9,046 | $ (947) | $ (1,137) |
Debt (Details)
Debt (Details) | Sep. 28, 2017USD ($) | Sep. 27, 2017USD ($) | Sep. 18, 2017USD ($)option | Feb. 28, 2017USD ($)unit$ / unit | Apr. 30, 2015USD ($) | Sep. 30, 2017 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||
Debt extinguishment costs | $ (356,000) | $ 0 | $ 0 | |||||||
Mandatory redemptions of long-term debt, 2018 | 0 | |||||||||
Mandatory redemptions of long-term debt, 2019 | 75,000,000 | |||||||||
Mandatory redemptions of long-term debt, 2020 | 0 | |||||||||
Mandatory redemptions of long-term debt, 2021 | 0 | |||||||||
Mandatory redemptions of long-term debt, 2022 | 46,500,000 | |||||||||
Debt issuance costs | 3,200,000 | 550,000 | ||||||||
Debt discount | 100,000 | $ 500,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 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 (as a percent) | 2.60% | |||||||||
6.5 % Senior Notes due 2018 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount allowed to borrow under debt covenants | $ 125,000,000 | |||||||||
Interest rate (as a percent) | 6.50% | |||||||||
Redemption price as a percent of principal amount | 100.00% | |||||||||
Debt extinguishment costs | $ 350,000 | |||||||||
Principal amount outstanding | $ 0 | |||||||||
Senior Notes Due 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount allowed to borrow under debt covenants | $ 75,000,000 | |||||||||
Interest rate (as a percent) | 6.50% | |||||||||
Redemption price as a percent of principal amount | 100.00% | 100.00% | ||||||||
Principal amount outstanding | $ 75,000,000 | |||||||||
Redemption price percentage | 101.00% | |||||||||
Senior Notes Due 2019 | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt covenant, maximum borrowing capacity | $ 15,000,000 | |||||||||
Senior Notes Due 2019 | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt covenant, maximum borrowing capacity | 70,000,000 | |||||||||
Senior Notes Due 2019 | Construction Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt covenant, maximum borrowing capacity | 65,000,000 | |||||||||
Jefferies LLC | Senior Notes Due 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Placement fee for new notes | $ 100,000 | |||||||||
Otay Village Lender, LLC | EB-5 Program | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount outstanding | $ 46,500,000 | |||||||||
Debt offering, amount | $ 125,000,000 | |||||||||
Number of units under subscription | unit | 250 | |||||||||
Subscription price per unit | $ / unit | 500,000 | |||||||||
Long-term line of credit | $ 46,500,000 | |||||||||
Term | 5 years | |||||||||
Number of options to extend term | option | 2 | |||||||||
Debt extension term | 1 year | |||||||||
Effective interest rate (as a percent) | 3.50% |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||||||||
Principal Repurchased | $ 4,162,000 | $ 9,176,000 | $ 625,000 | $ 618,000 | $ 7,274,000 | $ 103,145 | $ 14,581 | $ 7,274 |
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 | ||||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest | $ 5,106 | $ 5,106 | $ 6,998 | |||
Dividends declared and distributed by subsidiary | $ 13,000 | $ 22,000 | ||||
Distributions to noncontrolling interests | $ 1,950 | $ 3,300 | $ 1,950 | 3,300 | $ 3,300 | |
San Elijo Ranch, Inc. | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by parent | 85.00% | 85.00% | ||||
Rate of return on advances to subsidiary (as a percent) | 12.00% | |||||
Noncontrolling interest percentage | 15.00% | 15.00% | ||||
Noncontrolling interest | $ 3,650 | $ 3,650 | $ 5,500 | |||
Pacho Limited Partnership | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest percentage | 10.00% | 10.00% | 10.00% | |||
Noncontrolling interest | $ 1,450 | $ 1,450 | $ 1,500 |
Stock Incentive Plans (Narrativ
Stock Incentive Plans (Narrative) (Details) - USD ($) | Dec. 31, 2017 | Aug. 04, 2017 | Mar. 15, 2017 | Aug. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | 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 | ||||||||||||
Compensation costs related to stock incentive plans | $ 2,000,000 | $ 70,000 | $ 100,000 | ||||||||||
Maximum grants available per employee (in shares) | 30,000 | ||||||||||||
Common shares subject to option, granted (in shares) | 143,500 | 7,000 | 7,000 | ||||||||||
Weighted-average exercise price, granted (USD per share) | $ 44 | $ 40.50 | $ 47.85 | ||||||||||
Number of shares available for grant (in shares) | 255,400 | 255,400 | |||||||||||
Impact of compensation costs related to stock incentive plans on net income | $ 800,000 | $ 30,000 | $ 70,000 | ||||||||||
Total unrecognized compensation cost | $ 3,450,000 | $ 3,450,000 | |||||||||||
Weighted-average period of recognition for total unrecognized compensation cost | 1 year 2 months 12 days | ||||||||||||
Number of shares authorized for repurchase (in shares) | 500,000 | ||||||||||||
Common stock repurchased (in shares) | 478 | 394,931 | |||||||||||
Purchase of common shares for treasury | $ 5,900,000 | ||||||||||||
Remaining number of shares authorized for repurchase (in shares) | 104,591 | 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 | ||||||||||||
Employees And Certain Non-Employees | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Installment period | 4 years | ||||||||||||
Term until first instalment of vesting becomes exercisable | 1 year | ||||||||||||
Term until expiration | 5 years | ||||||||||||
Restricted Stock Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock available for grant (in shares) | 100,000 | ||||||||||||
Restricted stock settled (in shares) | 75,000 | ||||||||||||
2017 RSU Plan | Restricted Stock Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock available for grant (in shares) | 66,000 | ||||||||||||
Stock Incentive Plan - 1999 | Nonemployee Stock Option | Director | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common shares subject to option, granted (in shares) | 7,000 | ||||||||||||
Weighted-average exercise price, granted (USD per share) | $ 44 | ||||||||||||
Stock Incentive Plan - 1999 | Employee Stock Option | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common shares subject to option, granted (in shares) | 136,500 | ||||||||||||
Tranche One | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Exercise price (in dollars per share) | $ 44.20 | ||||||||||||
Tranche One | Restricted Stock Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Restricted stock settled (in shares) | 22,500 | 45,000 | |||||||||||
Award vesting rights (as a percent) | 50.00% | ||||||||||||
Award settlement period | 30 days | ||||||||||||
Compensation costs related to stock incentive plans | $ 1,000,000 | ||||||||||||
Tranche Two | Restricted Stock Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Restricted stock settled (in shares) | 15,000 | 30,000 | |||||||||||
Award vesting rights (as a percent) | 50.00% | ||||||||||||
Award settlement period | 10 days | ||||||||||||
Compensation costs related to stock incentive plans | $ 750,000 | ||||||||||||
Expiration period | 30 days |
Stock Incentive Plans (Schedule
Stock Incentive Plans (Schedule Of Option Activity) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Common shares subject to option, beginning balance (in shares) | 33,000 | 79,500 | 93,500 |
Common shares subject to option, granted (in shares) | 143,500 | 7,000 | 7,000 |
Common shares subject to option, exercised (in shares) | (5,000) | (41,000) | (20,000) |
Common shares subject to option, cancelled (in shares) | (1,000) | (12,500) | (1,000) |
Common shares subject to option, ending balance (in shares) | 170,500 | 33,000 | 79,500 |
Common shares subject to option, exercisable at balance at end of period (in shares) | 16,500 | ||
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) | $ 40.98 | $ 30 | $ 27.29 |
Weighted-average exercise price, granted (USD per share) | 44 | 40.50 | 47.85 |
Weighted-average exercise price, exercised (USD per share) | 22.35 | 24.66 | 24 |
Weighted-average exercise price, cancelled (USD per share) | 22.35 | 24.36 | 21 |
Weighted-average exercise price, ending balance (USD per share) | 44.18 | $ 40.98 | $ 30 |
Weighted-average exercise price, exercisable at balance at end of period (USD per share) | $ 44.65 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term, balance at end of period | 4 years 2 months 12 days | ||
Weighted average remaining contractual term, exercisable at balance at end of period | 3 months 18 days | ||
Aggregate intrinsic value, exercised | $ 115,250 | $ 694,830 | $ 418,240 |
Aggregate intrinsic value, balance at balance at end of period | 1,416,625 | ||
Aggregate intrinsic value, exercisable at balance at end of period | $ 155,663 |
Stock Incentive Plans (Summary
Stock Incentive Plans (Summary Of Weighted-Average Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk free rate | 1.82% | 1.06% | 1.56% |
Expected volatility | 28.86% | 29.97% | 24.65% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 5 years | 4 years 3 months 18 days | 4 years 3 months 18 days |
Fair value per grant (USD per share) | $ 12.57 | $ 10.53 | $ 10.90 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | $ 7,514 | $ 7,980 | $ 20,178 | $ 14,950 | $ 15,470 | $ 2,757 | $ 33,155 | $ 1,893 | $ 50,622 | $ 53,275 | $ 40,594 |
Undeveloped land | Otay Land | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 245 | 30,000 | 0 | ||||||||
Undeveloped land | SweetBay project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 0 | 1,283 | 0 | ||||||||
Developed lots | San Elijo Hills project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 3,167 | 12,143 | 22,064 | ||||||||
Developed lots | Ashville Park project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 31 | 485 | 6,562 | ||||||||
Developed lots | The Market Common | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 2,181 | 2,042 | 1,558 | ||||||||
Developed lots | Maine projects | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 0 | 0 | 7,475 | ||||||||
Single family homes | San Elijo Hills project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 13,088 | 0 | 0 | ||||||||
Single family homes | Ashville Park project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 0 | 568 | 0 | ||||||||
Single family homes | SweetBay project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 24,729 | 4,168 | 0 | ||||||||
Revenues from profit sharing agreements | Ashville Park project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 120 | 214 | 0 | ||||||||
Revenues from profit sharing agreements | The Market Common | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 1,261 | 1,582 | 1,252 | ||||||||
Buildings | San Elijo Hills project | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | 5,800 | 0 | 0 | ||||||||
Buildings | Maine projects | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Sales of real estate | $ 0 | $ 790 | $ 1,683 |
Sales Of Real Estate (Schedul55
Sales Of Real Estate (Schedule Of Changes In Deferred Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue balance at January 1, | $ 4,311 | $ 2,334 |
Revenue deferred on the date of sale | 433 | 3,399 |
Deferred revenue recognized in operations | (3,514) | (1,422) |
Deferred revenue balance at December 31, | $ 1,230 | $ 4,311 |
Sales Of Real Estate (Narrative
Sales Of Real Estate (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2015property | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($)home | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Real Estate Properties [Line Items] | |||||||||||||
Estimated costs to complete construction, including common areas | $ 700 | $ 700 | |||||||||||
Cost of sales | $ 6,839 | $ 7,609 | $ 18,248 | $ 12,502 | $ 9,594 | $ 1,442 | $ 23,829 | $ 965 | 45,198 | $ 35,830 | $ 22,243 | ||
Advertising costs | $ 2,350 | $ 1,000 | $ 700 | ||||||||||
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 | ||||||||||||
Number of units sold | home | 9 | ||||||||||||
Proceeds from sale of real estate | $ 13,100 | ||||||||||||
Real estate revenue | 13,000 | ||||||||||||
Cost of sales | $ 12,200 |
Other Results Of Operations (Sc
Other Results Of Operations (Schedule Of Interest And Other Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Interest income | $ 36 | $ 876 | $ 1,198 |
Insurance Recoveries | 200 | 0 | 0 |
Gain on redeemed investments | 0 | 1,914 | 0 |
Management fee income from Leucadia | 0 | 0 | 60 |
Income from utility service agreement | 353 | 300 | 229 |
Other | 29 | 93 | 128 |
Total | 618 | 4,739 | 1,615 |
Otay Ranch And Flat Rock | |||
Loss Contingencies [Line Items] | |||
Gain on settlement of a lawsuit | 0 | 1,000 | 0 |
British Petroleum | |||
Loss Contingencies [Line Items] | |||
Gain on settlement of a lawsuit | $ 0 | $ 556 | $ 0 |
Other Results Of Operations (Na
Other Results Of Operations (Narrative) (Details) - USD ($) | Sep. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | ||||
Service income | $ 350,000 | $ 300,000 | $ 250,000 | |
Gain on redeemed investments | 0 | 1,914,000 | 0 | |
SweetBay project | ||||
Loss Contingencies [Line Items] | ||||
Settlement amount | 550,000 | |||
Otay Ranch And Flat Rock | ||||
Loss Contingencies [Line Items] | ||||
Gain on settlement of a lawsuit | $ 0 | $ 1,000,000 | $ 0 | |
Settlement amount | $ 350,000 |
Income Taxes (Schedule Of Compo
Income Taxes (Schedule Of Components Of Income Tax Benefit (Provision)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | $ (5,427) | $ 3,720 | $ 3,370 |
State and local | 309 | 1,329 | 1,569 |
Total current income taxes | (5,118) | 5,049 | 4,939 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | (2,884) | (32,964) | (2,836) |
State and local | (1,850) | (1,160) | 153 |
Total deferred income taxes | (4,734) | (34,124) | (2,683) |
Actual income tax provision (benefit) | $ (9,852) | $ (29,075) | $ 2,256 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Effective Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Expected federal income tax provision | $ 720 | $ 2,761 | $ 3,066 |
State and local income taxes, net of federal income tax benefit | 1,580 | 110 | 1,119 |
Decrease in valuation allowance | 0 | (31,846) | (1,556) |
Decrease in unrecognized tax benefit | (13,212) | 0 | 0 |
Impact of tax reform | 1,240 | 0 | 0 |
Excess of stock detriment (benefit) | (109) | 0 | 0 |
Employee incentive stock options | (88) | 0 | 0 |
Permanent difference on tax exempt municipal bond interest | 0 | (198) | (264) |
Permanent difference on real estate donation | 0 | 0 | (157) |
Meals and entertainment | 43 | 37 | 31 |
Other permanent differences | 27 | 43 | 18 |
Other | (53) | 18 | (1) |
Actual income tax provision (benefit) | $ (9,852) | $ (29,075) | $ 2,256 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Asset: | ||
Minimum tax credit carryovers | $ 31,559 | $ 29,743 |
Land basis | 247 | 1,741 |
BRP equity interest | 3,714 | 8,855 |
Other, net | 1,125 | 2,877 |
Deferred tax asset, gross | 36,645 | 43,216 |
Valuation allowance | 0 | 0 |
Deferred tax assets, net | 36,645 | 43,216 |
Deferred Tax Liability: | ||
Buildings | (1,448) | (6,121) |
Leaseholds | (334) | (2,353) |
Deferred tax liability | (1,782) | (8,474) |
Net deferred tax asset | $ 34,863 | $ 34,742 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Provisional income tax expense recognized for impact of Tax Act | $ 1,250 | |||
Increase to effective income tax rate due to Tax Act (as a percent) | 60.00% | |||
Revaluation of deferred tax asset, provisional expense | $ 1,250 | |||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850 | 31,850 | ||
Reduction in deferred tax liabilities due to settlement of income tax examination | 8,600 | |||
Reduction in unrecognized tax benefits | $ 13,200 | $ 4,678 | ||
Otay Land project | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850 |
Income Taxes (Changes In Unreco
Income Taxes (Changes In Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2017 | 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 | $ 4,446 | $ 2,976 | $ 0 | |
Increases based on tax positions related to current period | 382 | 1,360 | 2,936 | |
Decreases based on tax positions related to prior periods | $ (13,200) | (4,678) | ||
Interest expense recognized | (150) | 110 | 40 | |
Unrecognized tax benefits, ending balance | 0 | 4,446 | 2,976 | |
Unrecognized Tax Benefits | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized tax benefits, beginning balance | 4,296 | 2,936 | 0 | |
Increases based on tax positions related to current period | 382 | 1,360 | 2,936 | |
Decreases based on tax positions related to prior periods | (4,678) | |||
Interest expense recognized | ||||
Unrecognized tax benefits, ending balance | 0 | 4,296 | 2,936 | |
Interest | ||||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized tax benefits, beginning balance | 150 | 40 | 0 | |
Increases based on tax positions related to current period | ||||
Interest expense recognized | (150) | 110 | 40 | |
Unrecognized tax benefits, ending balance | $ 0 | $ 150 | $ 40 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Numerator – net income attributable to HomeFed Corporation common shareholders | $ (2,526) | $ 470 | $ 13,681 | $ 226 | $ 1,146 | $ 1,240 | $ 35,756 | $ (1,458) | $ 11,851 | $ 36,684 | $ 5,835 |
Denominator for basic earnings per share– weighted average shares (in shares) | 15,450 | 15,435 | 15,396 | ||||||||
Denominator for diluted earnings per share– weighted average shares (in shares) | 15,489 | 15,445 | 15,426 | ||||||||
Restricted Stock Units | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Stock options (in shares) | 36 | 0 | 0 | ||||||||
Employee Stock Option | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Stock options (in shares) | 3 | 10 | 30 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Antidilutive outstanding options excluded from the computation of earnings per share (in shares) | 75 | 17 | 10 |
Commitments and Contingencies66
Commitments and Contingencies (Schedule Of Future Minimum Rental Payments Receivables From Real Estate Held For Investment) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 4,808 |
2,018 | 4,003 |
2,019 | 3,769 |
2,020 | 3,468 |
2,021 | 2,849 |
Thereafter | 10,369 |
Total | $ 29,266 |
Commitments and Contingencies67
Commitments and Contingencies (Schedule of Future Minimum Rental Payments) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 256 |
2,019 | 261 |
2,020 | 294 |
2,021 | 303 |
2,022 | 312 |
Thereafter | 266 |
Total | 1,692 |
Less: sublease income | (10) |
Total, net of sublease income | $ 1,682 |
Commitments and Contingencies68
Commitments and Contingencies (Narrative) (Details) | Sep. 26, 2017USD ($) | Apr. 30, 2016USD ($)a | Dec. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2013a | Dec. 31, 2002a | Apr. 29, 2016USD ($) |
Commitments And Contingencies [Line Items] | ||||||||||
Restricted cash | $ 2,685,000 | $ 2,685,000 | $ 2,672,000 | |||||||
Rental expense (net of sublease income) | $ 250,000 | 250,000 | $ 250,000 | |||||||
Rent escalator (as a percent) | 3.00% | |||||||||
Area of land related to environmental remediation (in acres) | a | 30 | |||||||||
Minimum | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Insurance coverage | $ 2,000,000 | |||||||||
Maximum | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Insurance coverage | 22,000,000 | |||||||||
BRP Leasing | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Amount of indemnification | 9,750,000 | |||||||||
Amount of indemnification in projected operating expenses and taxes | 3,450,000 | |||||||||
Restricted cash | 500,000 | 500,000 | ||||||||
Escrow deposits related to leasing activities | 1,400,000 | |||||||||
The Market Common | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Restricted cash | 1,250,000 | 1,250,000 | ||||||||
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 | |||||||||
Otay Ranch And Flat Rock | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Settlement amount | $ 350,000 | |||||||||
Reversal of previously recorded accrual | 400,000 | |||||||||
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 | The Market Common | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Letter of credit for infrastructure improvements | $ 1,250,000 | $ 1,250,000 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Schedule Of Outstanding Bonds) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Otay Land project | |
Other Commitments [Line Items] | |
Amount of outstanding bonds | $ 49.5 |
San Elijo Hills project | |
Other Commitments [Line Items] | |
Amount of outstanding bonds | 0.7 |
Ashville Park project | |
Other Commitments [Line Items] | |
Amount of outstanding bonds | $ 0.8 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ / shares in Units, ft² in Thousands, $ in Thousands | Sep. 27, 2017USD ($) | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)employeedirector | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)ft²employeedirectorfloor | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||||
Number of Board of Directors | director | 7 | 7 | |||||||||||
Accounts receivable, deposits and other assets | $ 21,565 | $ 18,564 | $ 21,565 | $ 18,564 | |||||||||
Operating costs | 17,122 | 17,626 | $ 17,485 | ||||||||||
Rental income | $ 5,764 | $ 5,877 | $ 6,357 | $ 5,932 | $ 5,199 | $ 5,812 | $ 5,823 | $ 5,883 | 23,930 | 22,717 | 23,210 | ||
Monthly management fee income | 5 | ||||||||||||
Management fee income from Leucadia | 0 | 0 | 60 | ||||||||||
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 | ||||||||||||
Director | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Value of note outstanding purchased by related party | $ 7,000 | $ 5,000 | |||||||||||
Percent of note outstanding purchased by related party | (9.30%) | (4.00%) | |||||||||||
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 | $ 8,800 | ||||||||||||
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 | $ 1,650 | ||||||||||||
Operating costs | 12,100 | ||||||||||||
BRP Leasing | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accounts receivable, deposits and other assets | $ 6,300 | 6,300 | |||||||||||
Rental income | $ 5,800 | ||||||||||||
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% | ||||||||||||
Placement fee for new notes | $ 100 | ||||||||||||
Builder LLCs | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Members of management committee | employee | 4 | 4 | |||||||||||
Employee | Builder LLCs | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Members of management committee | employee | 2 | 2 | |||||||||||
Leucadia | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of Board of Directors | director | 3 | 3 | |||||||||||
Number of shares sold | shares | 14,008 | ||||||||||||
Price per share (in dollars per share) | $ / shares | $ 43 | ||||||||||||
Leucadia | Board of Directors Chairman | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares sold | shares | 783,889 | ||||||||||||
Consideration received on transaction | $ 31,300 |
Related Party Transactions (Sch
Related Party Transactions (Schedules Of Future Minimum Annual Rental Income and Expense) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |
2,018 | $ 4,808 |
Thereafter | 10,369 |
Total | 29,266 |
2,018 | 256 |
Thereafter | 266 |
Total | 1,692 |
BRP Holding | |
Related Party Transaction [Line Items] | |
2,018 | 10,670 |
Thereafter | 0 |
Total | 10,670 |
BRP Leasing | |
Related Party Transaction [Line Items] | |
2,018 | 6,301 |
Thereafter | 0 |
Total | $ 6,301 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
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 |
New Notes | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 74,590,000 | 102,084,000 |
New Notes | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 75,470,000 | 103,274,000 |
EB-5 | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 43,623,000 | 0 |
EB-5 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 46,500,000 | $ 0 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | $ 78,643 | $ 80,996 | $ 69,538 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 2,057 | 7,888 | 8,759 |
Total consolidated depreciation and amortization expenses | 3,685 | 4,973 | 4,193 |
Total consolidated assets | 612,986 | 582,332 | |
Real estate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 75,124 | 76,548 | 64,484 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 14,497 | 16,638 | 16,137 |
Total consolidated depreciation and amortization expenses | 3,284 | 4,670 | 3,999 |
Total consolidated assets | 545,869 | 516,260 | |
Farming | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 3,507 | 4,436 | 5,042 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (342) | 462 | 1,242 |
Total consolidated depreciation and amortization expenses | 341 | 257 | 161 |
Total consolidated assets | 9,925 | 13,468 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 12 | 12 | 12 |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (12,098) | (9,212) | (8,620) |
Total consolidated depreciation and amortization expenses | 60 | 46 | $ 33 |
Total consolidated assets | $ 57,192 | $ 52,604 |
Selected Quarterly Financial 75
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Sales of real estate | $ 7,514 | $ 7,980 | $ 20,178 | $ 14,950 | $ 15,470 | $ 2,757 | $ 33,155 | $ 1,893 | $ 50,622 | $ 53,275 | $ 40,594 |
Rental income | 5,764 | 5,877 | 6,357 | 5,932 | 5,199 | 5,812 | 5,823 | 5,883 | 23,930 | 22,717 | 23,210 |
Farming revenues | 96 | 3,411 | 0 | 0 | 9 | 4,427 | 0 | 0 | 3,507 | 4,436 | 5,042 |
Co-op marketing and advertising fees | 190 | 157 | 127 | 110 | 64 | 194 | 196 | 114 | 584 | 568 | 692 |
Cost of sales | 6,839 | 7,609 | 18,248 | 12,502 | 9,594 | 1,442 | 23,829 | 965 | 45,198 | 35,830 | 22,243 |
Farming expenses | 406 | 1,179 | 988 | 937 | 491 | 1,165 | 814 | 1,126 | 3,510 | 3,596 | 3,467 |
Income (loss) from operations | (709) | 988 | 765 | 395 | 540 | 1,180 | 5,362 | (3,933) | 1,439 | 3,149 | 7,144 |
Net income (loss) attributable to HomeFed Corporation common shareholders | $ (2,526) | $ 470 | $ 13,681 | $ 226 | $ 1,146 | $ 1,240 | $ 35,756 | $ (1,458) | $ 11,851 | $ 36,684 | $ 5,835 |
Basic earnings (loss) per common share attributable to HomeFed Corporation shareholders (USD per share) | $ (0.16) | $ 0.03 | $ 0.88 | $ 0.01 | $ 0.07 | $ 0.08 | $ 2.32 | $ (0.09) | |||
Diluted earnings (loss) per common share attributable to HomeFed Corporation shareholders (USD per share) | $ (0.16) | $ 0.03 | $ 0.89 | $ 0.01 | $ 0.07 | $ 0.08 | $ 2.32 | $ (0.09) |
Selected Quarterly Financial 76
Selected Quarterly Financial Data (unaudited) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | $ 13,200 | $ 4,678 | |
Deferred tax valuation allowance was released as a credit to income tax expense | $ 31,850 | $ 31,850 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) | Feb. 28, 2018 | Jan. 26, 2018 |
Rampage property | ||
Subsequent Event [Line Items] | ||
Cash proceeds | $ 26,000,000 | |
Gain on sale of properties | $ 17,300,000 | |
New York City Industrial Revenue Bonds | ||
Subsequent Event [Line Items] | ||
Proceeds from received from BRP Holdings | $ 88,000,000 | |
New York City Industrial Revenue Bonds | BRP Holding | ||
Subsequent Event [Line Items] | ||
Face amount | 8,750,000 | |
Sale leaseback transaction, proceeds | $ 198,350,000 | |
Sale leaseback, lease term | 23 years | |
Proceeds distributed to members | $ 157,250,000 |