Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 30, 2018 | |
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-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 15,474,746 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Real estate held for development | $ 322,870 | $ 311,664 |
Real estate held for investment, net | 38,230 | 38,022 |
Cash and cash equivalents | 114,774 | 40,415 |
Contract assets | 27,826 | 21,816 |
Restricted cash | 27,790 | 2,685 |
Equity method investments | 39,228 | 123,296 |
Accounts receivable, deposits and other assets | 17,482 | 21,565 |
Intangible assets, net | 2,355 | 3,005 |
Assets held for sale | 0 | 8,422 |
Net deferred tax asset | 33,240 | 37,057 |
TOTAL | 623,795 | 607,947 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 24,801 | 23,671 |
Below market lease contract intangibles, net | 1,732 | 1,930 |
Non-refundable option payments | 275 | 255 |
Liability for environmental remediation | 1,453 | 1,452 |
Deferred revenue | 0 | 1,230 |
Accrued interest payable | 14 | 1,262 |
Other liabilities | 2,207 | 2,564 |
Long-term debt, net | 125,369 | 118,213 |
Total liabilities | 155,851 | 150,577 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
EQUITY | ||
Common stock, $.01 par value; 25,000,000 shares authorized; 15,474,746 and 15,474,032 shares outstanding after deducting 398,663 and 397,377 shares held in treasury | 155 | 155 |
Additional paid-in capital | 600,843 | 600,308 |
Accumulated deficit | (138,179) | (148,199) |
Total HomeFed Corporation common shareholders' equity | 462,819 | 452,264 |
Noncontrolling interest | 5,125 | 5,106 |
Total equity | 467,944 | 457,370 |
TOTAL | $ 623,795 | $ 607,947 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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) | 15,474,746 | 15,474,032 |
Treasury stock, shares (in shares) | 398,663 | 397,377 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
REVENUES | ||
Sales of real estate | $ 33,998 | $ 14,950 |
Contract service revenues | 11,506 | 8,754 |
Rental income | 5,889 | 5,932 |
Co-op marketing and advertising fees | 130 | 110 |
Total revenues | 51,523 | 29,746 |
EXPENSES | ||
Cost of sales | 15,835 | 12,502 |
Contract service expenses | 11,506 | 8,754 |
Rental operating expenses | 4,208 | 4,118 |
Farming expenses | 0 | 937 |
General and administrative expenses | 5,185 | 3,811 |
Depreciation and amortization | 857 | 937 |
Administrative services fees to Jefferies Financial Group Inc. | 45 | 45 |
Total expenses | 37,636 | 31,104 |
Income (loss) from operations before income (losses) from equity method investment | 13,887 | (1,358) |
Income (losses) from equity method investments | (1,378) | 1,753 |
Income from operations | 12,509 | 395 |
Interest and other income | 108 | 98 |
Income before income taxes and noncontrolling interest | 12,617 | 493 |
Income tax provision | (3,806) | (184) |
Net income | 8,811 | 309 |
Net income attributable to the noncontrolling interest | (19) | (77) |
Net income attributable to HomeFed Corporation common shareholders | $ 8,792 | $ 232 |
Basic and diluted loss per common share attributable to HomeFed Corporation common shareholders (USD per share) | $ 0.57 | $ 0.02 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Equity - USD ($) $ in Thousands | Total | Common Stock $.01 Par Value | Additional Paid-In Capital | Accumulated Deficit | Subtotal | Noncontrolling Interest |
Balance at Dec. 31, 2016 | $ 447,055 | $ 154 | $ 599,033 | $ (159,130) | $ 440,057 | $ 6,998 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 309 | 232 | 232 | 77 | ||
Share-based compensation expense | 71 | 71 | 71 | |||
Balance at Mar. 31, 2017 | 447,435 | 154 | 599,104 | (158,898) | 440,360 | 7,075 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of the adoption of accounting standards | 1,228 | 1,228 | 1,228 | |||
Balance (Adjustment) at Dec. 31, 2017 | 458,598 | 155 | 600,308 | (146,971) | 453,492 | 5,106 |
Balance at Dec. 31, 2017 | 457,370 | 155 | 600,308 | (148,199) | 452,264 | 5,106 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 8,811 | 8,792 | 8,792 | 19 | ||
Share-based compensation expense | 535 | 535 | 535 | |||
Balance at Mar. 31, 2018 | $ 467,944 | $ 155 | $ 600,843 | $ (138,179) | $ 462,819 | $ 5,125 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 8,811 | $ 309 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||
(Income) losses from equity method investments | 1,378 | (1,753) |
Provision (benefit) for deferred income taxes | 3,283 | (344) |
Share-based compensation expense | 800 | 103 |
Depreciation and amortization of property, equipment and leasehold improvements | 79 | 139 |
Gain on sale of Rampage property | (17,293) | 0 |
Other amortization | 1,102 | 1,122 |
Amortization related to issuance costs and debt discount of Senior Notes | 0 | 271 |
Distributions from equity method investments | 701 | 0 |
Changes in operating assets and liabilities: | ||
Real estate, held for development | (9,466) | (1,709) |
Real estate, held for investment | (500) | 3,191 |
Contract assets/liabilities | (6,010) | 11,246 |
Accounts receivable, deposits and other assets | 3,950 | (1,081) |
Deferred revenue | 0 | (1,712) |
Accounts payable and accrued liabilities | (845) | (500) |
Accrued interest payable | (1,248) | 1,676 |
Non-refundable option payments | 20 | 0 |
Liability for environmental remediation | 0 | (2) |
Income taxes payable | 348 | (2,162) |
Other liabilities | (622) | 795 |
Net cash provided by (used for) operating activities | (15,512) | 9,589 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of Rampage property | 26,000 | 0 |
Investments in equity method investments | (11) | (50) |
Capital distributions from equity method investments | 82,000 | 0 |
Net cash provided by (used for) investing activities | 107,989 | (50) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of long-term debt | 7,000 | 0 |
Payment of debt issuance costs | (13) | (169) |
Net cash provided by (used for) financing activities | 6,987 | (169) |
Net increase in cash, cash equivalents and restricted cash | 99,464 | 9,370 |
Cash, cash equivalents and restricted cash, beginning of period | 43,100 | 55,812 |
Cash, cash equivalents and restricted cash, end of period | 142,564 | 65,182 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes, net of tax refunds | 325 | 2,414 |
Cash paid for interest (net of amounts capitalized) | 0 | 0 |
Non-cash operating and financing activities: | ||
Project development costs incurred that remain payable at end of period | 17,851 | 12,216 |
Cashless exercise of stock options to purchase common shares | $ 69 | $ 0 |
Accounting Developments
Accounting Developments | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Developments [Abstract] | |
Accounting Developments | Accounting Developments The unaudited interim consolidated financial statements, which reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes necessary to fairly state results of interim operations, should be read in conjunction with the Notes to Consolidated Financial Statements (including the Summary of Significant Accounting Policies) included in our audited consolidated financial statements for the year ended December 31, 2017 , which are included in our Annual Report filed on Form 10-K/A for such year (the “2017 10-K/A”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The consolidated balance sheet at December 31, 2017 was extracted from the audited annual consolidated financial statements and does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. There is no other comprehensive income for the three months ended March 31, 2018 and 2017 . During the three months ended March 31, 2018, other than the following, there were no significant updates made to the Company’s significant accounting policies. The accounting policy changes are attributable to the adoption of the Financial Accounting Standards Board (“FASB”) guidance on Revenue from Contracts with Customers (the "new revenue standard"). These revenue recognition policy updates are applied prospectively in our financial statements from January 1, 2018 forward using the modified retrospective approach. Reported financial information for the historical comparable period was not revised and continues to be reported under the accounting standards in effect during the historical periods. Revenue Recognition Policies Real estate sales revenues: • Real estate sales revenues are recognized at a point in time when the related transaction is completed. • Variable consideration, such as profit participation, is included in the transaction price for real estate sales at the point in time when the transaction is completed only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Contract service revenues: • Contract service revenues are recognized over time as performance obligations are met. Co-op marketing fee income: • Co-op marketing fee income is recognized over time as performance obligations are met, generally the term of the master marketing program that relates to the selling period of the associated home product being sold by our customer. See Accounting Developments- Adopted Accounting Standards below and Note 9 for further information. Accounting Developments - Adopted Accounting Standards Revenue Recognition. In May 2014, the FASB issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the FASB issued guidance on gain or loss from the derecognition of nonfinancial assets which would include real estate. We have adopted both of the new standards as of January 1, 2018 using the modified retrospective approach and recorded cumulative earnings to our opening accumulated deficit of $1,250,000 , which is net of taxes of $550,000 . Accordingly, the new revenue standard is applied in our financial statements from January 1, 2018 forward and reported financial information for historical comparable periods is not revised and continues to be reported under the accounting standards in effect during those historical periods. Our implementation efforts included the identification of revenue streams within the scope of the guidance and the evaluation of certain revenue contracts. The impact of adoption is primarily related to real estate revenues that were deferred on open sales contracts as of December 31, 2017 under the previously existing accounting guidance, which would have been recognized in prior periods under the new revenue standard and costs to complete related to the previously deferred revenue that are not related to performance obligations under the contract with the customer but are costs associated with completion of real estate improvements that would have been expensed in prior periods under the new revenue standard. The impact of the adoption is also related to the timing of recognition of fee income. The new revenue guidance does not apply to revenue associated with leasing activities or interest income. The new revenue standard primarily impacts the following revenue recognition and presentation accounting policies: • Real estate sales revenues. Revenues from the sales of real estate are recognized at a point in time when the related transaction is completed. The majority of our real estate sales of land, lots, and homes transfer the goods and services to the customer ("buyer") at the close of escrow when title transfers to the buyer and the buyer has the benefit and control of the goods and services. If performance obligations under the contract with the customer related to a parcel of land, lot or home are not yet complete when title transfers to the buyer, revenue associated with the incomplete performance obligation is deferred until the performance obligation is completed. • Real estate sales revenues- variable. Revenues under real estate contracts with customers that are associated with price or profit participation were historically recognized as participation thresholds were met by the customer. Under the new revenue standard, revenue from these activities is recognized at a point in time when the related transaction is complete, performance obligations by us have been met, and only to the extent it is probable that a significant reversal in the estimated amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. • Real estate costs to complete. Costs to complete improvements related to sold real estate was not expensed until the work was complete under the previously existing guidance and revenue associated with the costs to complete was deferred until the work was complete under the percentage of completion method. Under the new revenue standard, costs to complete improvements that are associated with the sold real estate but do not transfer to the customer as performance obligations under the terms of the contract are estimated at the completion of the real estate transaction and expensed as a cost of the sale. • Co-op marketing and advertising fees. Co-op marketing fees were recognized at the time of sale of a home by our builder customer to a homebuyer under the previously existing accounting guidance. Under the new revenue standard, the co-op fees are recognized over time as performance obligations by us are met, generally the term of the master marketing program that relates to the sales period for the home product being sold by our builder customer. • Contract service revenues. Under our limited liability company agreements with our builder partners at the Village of Escaya project, we will earn overhead management fees and marketing fees based on a percentage of the retail sales prices under homebuyer contracts. We will also recognize contract service revenues over time as our performance obligations are met, generally the anticipated term of our oversight of the infrastructure improvements for the Village of Escaya. We also earn revenue from the initial land sale together with the performance obligation to complete improvements over time as the performance obligation is satisfied. Cash Flow Classifications. 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. We adopted this guidance in the first quarter of 2018. Prior periods were retrospectively adjusted to conform to the current period presentation. The adoption of the guidance did not have a material impact on our Consolidated Statements of Cash Flows. Upon adoption, we recorded a decrease of $200,000 in Net cash used for operating activities for the three months ended March 31, 2017 related to reclassifying the changes in our restricted cash balance from operating activities to the cash, cash equivalents and restricted cash balances within the Consolidated Statements of Cash Flows. Accounting Developments- Accounting Standards to be Adopted in Future Periods Leases. 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. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangibles, Net As more fully discussed in the Annual Report on Form 10-K/A for the year ended December 31, 2014, intangible assets include above market leases and leases in place and intangible liabilities include below market leases which were recorded at fair value when we acquired substantially all of the real estate properties and operations of Leucadia National Corporation, now known as Jefferies Financial Group Inc. ("Jefferies"), the membership interests in Brooklyn Renaissance Plaza ("BRP Holding") and Brooklyn Renaissance Hotel LLC ("BRP Hotel") and cash in exchange for 7.5 million of our common shares (the "Acquisition") during 2014. A summary of intangible assets is as follows (in thousands): March 31, 2018 December 31, 2017 Amortization (in years) Above market lease contracts, net of accumulated amortization of $9,356 and $8,833 $ 1,518 $ 2,041 1 to 24 Lease in place value, net of accumulated amortization of $3,249 and $3,122 837 964 1 to 24 Intangible assets, net $ 2,355 $ 3,005 Below market lease contracts, net of accumulated amortization of $3,856 and $3,658 $ 1,732 $ 1,930 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: remainder of 2018 - $ 1,150,000 ; 2019 - $ 50,000 ; 2020 - $ 50,000 ; 2021 - $ 50,000 ; 2022 - $ 50,000 and thereafter - $ 200,000 . The estimated future negative amortization expense recognized in Rental income for the below market lease intangible assets is as follows: remainder of 2018 - $ (350,000) ; 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: remainder of 2018 - $150,000 ; 2019 - $100,000 ; 2020 - $100,000 ; 2021 - $100,000 ; 2022 - $50,000 and thereafter - $350,000 . Amortization expense on lease in place intangible assets was $150,000 for each of the three months ended March 31, 2018 and 2017 . |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2018 | |
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 amortized as additional income for us as future real estate sales occur. 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 $20,000,000 of unimproved land and $13,200,000 of completed infrastructure improvements 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 which 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 13 for more information. Brooklyn Renaissance Plaza and Hotel: We own a 61.25% membership interest in BRP Holding. Although we have a majority interest, we concluded that we do not have control but only have the ability to exercise significant influence on this investment. As such, we account for BRP Holding under the equity method of accounting. We also own a 25.8% membership interest in BRP Hotel, which we account for under the equity method of accounting. Under the equity method of accounting, our share of the investee’s underlying net income or loss is recorded as income (loss) from equity method investments. The recognition of our share of the investees’ results takes into account any special rights or priorities of investors; accordingly, we employ the hypothetical liquidation at book value model to calculate our share of the investees’ profits or losses. Summarized financial information: At March 31, 2018 and December 31, 2017 , our equity method investments are comprised of the following (in thousands): March 31, December 31, 2018 2017 BRP Holding $ 3,685 $ 86,093 BRP Hotel 18,986 22,651 Builder LLCs 16,557 14,552 Total $ 39,228 $ 123,296 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 $82,000,000 as a BRP Holding distribution and $6,000,000 for the satisfaction of a receivable under the pooling agreement with BRP Leasing. Income (losses) from equity method investments includes the following for the three months ended March 31, 2018 and 2017 (in thousands): 2018 2017 BRP Holding $ (7,721 ) $ 2,640 BRP Hotel 3,632 (887 ) Builder LLCs 2,711 — Total $ (1,378 ) $ 1,753 The following table provides summarized data with respect to our equity method investments as of March 31, 2018 and 2017 and for the three months ended March 31, 2018 and 2017 (in thousands): 2018 2017 Assets $ 429,087 $ 294,983 Liabilities 366,573 201,685 Total Revenues 62,736 27,798 Income from continuing operations before extraordinary items 6,376 3,433 Net Income 6,376 3,433 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Construction loans: In March 2018, we entered into construction loan agreements for $58,850,000 , the proceeds of which will be used for the construction of the town center portion of the Village of Escaya known as The Residences and Shops at Village of Escaya, which is comprised of 272 apartments, approximately 20,000 square feet of retail space, and a 10,000 square foot community facility building. The outstanding principal amount of the loan will bear interest at 30 -day LIBOR plus 3.15% , subject to adjustment on the first of each calendar month, and the loan is collateralized by the property underlying the related project with a guarantee by us. Monthly draws are permitted under the loan agreement once evidence of our investment into the project reaches $35,000,000 , including land value. As of April 27, 2018, no amounts have been drawn under the loan. The loan matures on March 1, 2021 with one 12 month extension subject to certain extension conditions as set forth in the loan agreements. In April 2018, we entered into a $31,450,000 loan agreement, the proceeds of which will be used for homebuilding under the fee builder arrangement at the San Elijo Hills project. The loan is comprised of a $20,200,000 revolving component, of which no amount has been drawn to date, and a $11,200,000 non-revolving component, which was drawn at the close of the loan, proceeds of which were $10,300,000 , which is net of fees, costs, and interest reserve. The outstanding principal amount of the loan will bear interest at 30 -day LIBOR plus 4.25% , subject to adjustment as set forth in the loan agreement, and the loan is secured by the property underlying the related project with a guarantee by us. Monthly draws of the revolving component are permitted under the loan agreement and no amounts have been drawn as of the date of this filing. The loan matures on October 5, 2019, with one 6 month extension subject to certain extension conditions as set forth in the loan agreement. The loan principal will be repaid with release prices, at the time of sale of each home by the purchaser. 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 were collateralized by the Rampage property. The draw period was set to expire on January 1, 2021, and the loan would have matured 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 is also a $3,000,000 operational line of credit available which was secured by the Rampage property’s crops and 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 would have matured on June 30, 2018. The Old Notes were senior unsecured obligations and the guarantees were the senior unsecured obligations of the Guarantors. 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 “Notes”) in a private placement. Pursuant to the terms of the Purchase Agreements, the purchase price for the Notes was 100% of the principal amount. The Notes were issued pursuant to an indenture dated September 27, 2017 among us, the Guarantors, and Wilmington Trust, N.A., as trustee. The maturity date of the Notes was October 1, 2019, and the Notes were fully and unconditionally guaranteed by the Guarantors on the terms provided in the Indenture. The Notes were senior unsecured obligations of the Company and the guarantees were the senior unsecured obligations of the Guarantors. Pursuant to the Placement Agency Agreement, Jefferies Group LLC (“Jefferies Group”), a wholly-owned subsidiary of Jefferies, 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 Notes, 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. At March 31, 2018, the Notes had $75,000,000 principal amount outstanding. On April 20, 2018, we used cash on hand to redeem $37,500,000 aggregate principal amount of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. On April 30, 2018, we used cash on hand to redeem the remaining $37,500,000 aggregate principal amount of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and satisfied and discharged the Indenture in accordance with its terms. 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 September 30, 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 March 31, 2018, we have a $53,500,000 principal amount outstanding under the EB-5 Program. At March 31, 2018, 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. Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $1,800,000 and $1,950,000 for the three months ended March 31, 2018 and 2017, respectively. The Notes are presented on the Balance Sheet net of issuance costs of $3,100,000 and $3,200,000 and debt discount of $50,000 and $100,000 at March 31, 2018 and December 31, 2017 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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. 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 where 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 the 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 several quarters, we consider the accounting for the deferred tax asset remeasurements and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic and diluted earnings per share amounts were calculated by dividing net income by the weighted average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per share for the three months ended March 31, 2018 and 2017 are as follows (in thousands): 2018 2017 Numerator – net income attributable to HomeFed Corporation common shareholders $ 8,792 $ 232 Denominator for basic earnings per share– weighted average shares 15,474 15,448 Restricted stock units 23 — Stock options 3 5 Denominator for diluted earnings per share– weighted average shares 15,500 15,453 |
Fair Value Information
Fair Value Information | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Information | Fair Value Information The carrying amounts and estimated fair values of our principal financial instruments that are not recognized on a recurring basis are as follows (in thousands): March 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Financial Liabilities: Long-term debt: New Notes (a) $ 74,794 $ 75,272 $ 74,590 $ 75,470 Long-term debt: EB-5 (b) 50,575 53,500 43,623 46,500 (a) The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period. (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 March 31, 2018 and December 31, 2017. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
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, the Board of Directors elected Jimmy Hallac, who is a Managing Director for Jefferies, on March 28, 2017. Jefferies executives now hold three of the seven board of director positions. Our Chairman, Joseph S. Steinberg, is a significant stockholder of Jefferies and Chairman of Jefferies' board, and one of our Directors, Brian P. Friedman, is the President and a director of Jefferies. Prior to Mr. Cumming's resignation, he sold 783,889 of our shares for $31,300,000 to Jefferies in a privately negotiated transaction during March 2017. Mr. Cumming was considered to be a “Related Person” under our related person transactions policy (the “Policy”) at the time of the sale. Accordingly, pursuant to and in accordance with the Policy and taking into account all relevant facts and circumstances, the independent Audit Committee of the Board 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, and Mr. Cumming, who then was one of our directors, each entered into a Purchase Agreement with us and the Guarantors, pursuant to which they each purchased the Old Notes with a value of $5 million , or four percent ( 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 Notes with a value of $7 million , or 9.3% , of the principal amount of the 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 Notes. Jefferies Group is a wholly-owned subsidiary of Jefferies. Jefferies 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, 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 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 13 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: As more fully discussed in the 2017 10-K/A, BRP Leasing holds a master lease at BRP Holding and subleases the office space to multiple tenants. BRP Leasing is obligated to pay future minimum annual rental expense (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) of $4,400,000 to BRP Holding for office space for 2018. The master lease ends October 2018, and then all leasing activities will be directly managed and handled by BRP Holding. In the aggregate, substantially all of the office space has been sublet for amounts in excess of BRP Leasing’s contractual commitment in the underlying lease. Jefferies: Pursuant to an administrative services agreement, Jefferies provides us certain administrative and accounting services, including providing the services of our Secretary. Administrative services fee expenses were $45,000 for each of the three months ended March 31, 2018 and 2017 . The administrative services agreement automatically renews for successive annual periods unless terminated in accordance with its terms. We sublease office space to Jefferies under a sublease agreement until October 2018 . Amounts reflected in other income pursuant to this agreement were $3,000 for each of the three months ended March 31, 2018 and 2017 . Jefferies is contractually obligated to obtain infrastructure improvement bonds on behalf of the San Elijo Hills project. See Note 13 for more information. Berkadia: Berkadia Commercial Mortgage LLC ("Berkadia") is a commercial mortgage banking and servicing joint venture formed in 2009 with Jefferies and Berkshire Hathaway Inc. During the first quarter of 2018, Berkadia was paid a brokerage advisory fee of $100,000 related to the new construction loan for Village of Escaya and a $400,000 advisory fee related to the refinance of a loan at BRP Holding. Both transactions were approved by the audit committee under the Related Party Transaction Policy. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenues from Contracts with Customers The following table presents our total revenues separated for our revenues from contracts with customers and our other sources of revenues (in thousands): For the three months ended March 31, 2018 Revenues from contracts with customers: Sales of Real Estate $ 33,998 Contract service revenues 11,506 Co-op marketing and advertising fees 130 Total revenues from contracts with customers 45,634 Other revenues: Rental income 5,889 Total revenue from other sources 5,889 Total revenues $ 51,523 Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. Revenues generated through the sales of real estate are our primary source of revenues from contracts with customers . Agreements with customers for these sales typically consist of the type and quantity of real estate to be sold and delivered to the customer, the transaction price for the real estate to be delivered, the closing date when the customer takes control of the real estate, deposit and final payment terms related to the real estate transaction price, performance obligations related to improvements, if any, that will be completed by us, the consideration of any price or profit participation revenue related to the contract, and fee income related to marketing and advertising services. The transaction price associated with the real estate is generally fixed and revenue is recognized at a point in time when the customer takes control of the real estate. The transaction price related to profit or price participation is a variable component of the transaction price and is recognized at the time the customer takes control of the real estate if it can be reasonably estimated and it is probable that a significant reversal in the amount of revenue recognized will not occur. Co-op marketing and advertising fee income is calculated based on a percentage of the retail home price for the homes sold by our customers to homebuyers. We record co-op marketing and advertising fee income over time as performance obligations are met, generally the term of the master marketing program that relates to the sales period of the home product being sold by our customer. Under our limited liability company agreements with builders at the Village of Escaya project, we earn contract service revenues based on a percentage of the retail home price of the homes sold by the builders to homebuyers. We record the contract service revenues over time as performance obligations are met, generally our obligation of completing the improvements and providing management oversight related to the completion of the infrastructure improvements for Village of Escaya. Disaggregation of Revenue The following presents our revenues from contracts with customers disaggregated by project for the three months ended March 31, 2018 (in thousands): Real Estate Segment Otay San Elijo Ashville Park The Market Common SweetBay Rampage BRP Leasing Pacho Total Real Estate Segment Total Corporate Segment Total Revenues from contracts with customers: Real estate sales $ — $ 4,804 $ — $ 250 $ 2,831 $ 26,000 $ — $ — $ 33,885 $ — $ 33,885 Profit participation from real estate sales — — — 113 — — — — 113 — 113 Contract service revenues 11,506 — — — — — — — 11,506 — 11,506 Co-op marketing and advertising fees — 100 30 — — — — — 130 — 130 Total revenues from contracts with customers 11,506 4,904 30 363 2,831 26,000 — — 45,634 — 45,634 Other revenues: Rental income — — — 2,531 67 — 3,281 7 5,886 3 5,889 Total revenue from other sources: — — — 2,531 67 — 3,281 7 5,886 3 5,889 Total revenues: $ 11,506 $ 4,904 $ 30 $ 2,894 $ 2,898 $ 26,000 $ 3,281 $ 7 $ 51,520 $ 3 $ 51,523 Information on Remaining Performance Obligations and Revenue Recognized from Past Performance We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. During the three months ended March 31, 2018, revenues related to performance obligations satisfied (or partially satisfied) in previous periods that were recognized was insignificant. Contract Balances The timing of revenue recognition may differ from the timing of payment by customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of $1,150,000 and $1,300,000 at March 31, 2018 and January 1, 2018, respectively. There were no recorded impairment charges related to those receivables during the three months ended March 31, 2018 and no deferred revenue was recorded at March 31, 2018 and January 1, 2018, respectively. |
Interest and Other Income
Interest and Other Income | 3 Months Ended |
Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Interest and Other Income | Interest and Other Income Other income includes service income related to a utility bundling service agreement with the homeowners at the Ashville Park project. Income of $90,000 and $75,000 , respectively, was recognized during the three months ended March 31, 2018 and 2017. Interest and other income includes interest income of $20,000 and $10,000 for the three months ended March 31, 2018 and 2017 , respectively. |
Real Estate Sales Activity
Real Estate Sales Activity | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Sales Activity [Abstract] | |
Real Estate Sales Activity | Real Estate Sales Activity Rampage property: In January 2018, we closed on the sale of 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 proceeds from the sale are held in a trust account for Rampage pending identification of qualified replacement property. We recorded a gain on the sale of approximately $17,300,000 . The sale of Rampage property did not meet the GAAP criteria to be classified as a discontinued operation. Otay Land project: The grand opening at the Village of Escaya occurred in June 2017. During the three months ended March 31, 2018, 59 homes were sold through our three limited liability companies (the "Builder LLCs") which is a joint venture with three local homebuilders. We apply the equity method of accounting for the activity related to the Builder LLCs. San Elijo Hills project: The 48,800 square feet of commercial space in phase one and two of the Towncenter and the 12 multi-family units in phase two were sold during the first quarter of 2017 to a local developer for a cash payment of $5,800,000 . The third phase of the Towncenter is a 2.5 acre parcel of land, formerly designated as a church site. The third phase of the Towncenter 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. Closing of the third phase of the Towncenter is expected to occur in June 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. Sales began during the second quarter of 2017 and we sold three homes for $4,800,000 during the three months ended March 31, 2018. As of April 27, 2018, we have entered into agreements to sell 22 single family homes at the San Elijo Hills project under this agreement for aggregate cash proceeds of $ 34,600,000 , which are expected to begin closing in the second quarter of 2018. Ashville Park project: There were no sales at the Ashville Park project during the three months ended March 31, 2018 and 2017 . The entitlement effort to re-plan Villages C, D and E is currently impacted by a delay within the City of Virginia Beach. In 2014 and 2016, severe storm events caused regional flooding, and large portions of the City’s storm water management system did not perform as expected. In 2016, the City hired outside civil engineers to study the system and provide possible solutions. The study is now complete and reveals that significant improvements to the storm water management system within the City are needed. The impact of the study and related City storm water management system issues on the timing of our future development is uncertain. The Market Common: For the three months ended March 31, 2018 and 2017 , we closed on sales of real estate at The Market Common as follows: Number of units sold Revenue from contracts with customers Number of units sold Cash Proceeds Single family lots 5 $ 250,000 16 $ 710,000 Multi-family lots — — — — Profit sharing agreements N/A 100,000 N/A 350,000 As of April 27, 2018, we have entered into an agreement to sell 21 single family lots for $1,050,000 and 15 multi-family lots for $375,000 at The Market Common to a homebuilder. A non-refundable option deposit of $25,000 was transferred from Jefferies to us as part of the Acquisition. SweetBay project: During May 2015, we signed an agreement with a local builder to construct and sell on our behalf, for a fee, up to 183 homes at the SweetBay project. We sold 8 and 19 single family homes for $2,850,000 and $6,350,000 for the three months ended March 31, 2018 and 2017, respectively. Cost of sales of real estate was $2,750,000 and $6,200,000 for the three months ended March 31, 2018 and 2017, respectively. As of April 27, 2018, we have entered into agreements to sell 34 single family homes at the SweetBay project under this agreement for aggregate cash proceeds of $11,600,000 which are expected to close in 2018. |
Real Estate Acquisitions
Real Estate Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Acquisitions [Abstract] | |
Real Estate Held for Development | Real Estate Held for Development 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 could take an undetermined period of time. The lessor has recently stated that it will not make any commitments on land disposition of certain lands, including the Pacho Property, until PG&E’s recommendations for decommissioning the Diablo Canyon Power Plant have been considered by the California Public Utility Commission as part of PG&E’s decommissioning plan. We are cooperating with PG&E during their public review process regarding disposition of the lands and are continuing to pursue fee title to the Pacho Property, which we acquired in the Acquisition and which is currently held for development as a leasehold interest with a book value of $17,600,000 as of March 31, 2018. 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies BRP Leasing holds a master lease at BRP Holding and subleases the office space to multiple tenants. See Note 8 for information concerning BRP Leasing’s minimum annual rental expense. 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, Jefferies is contractually obligated to obtain these bonds on behalf of the project pursuant to the terms of agreements entered into when the project was acquired by us. We are responsible for paying all third party fees related to obtaining the bonds. As of March 31, 2018 , the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $39,550,000 San Elijo Hills project 700,000 Ashville Park project 800,000 The Market Common is required to provide a letter of credit for the benefit of the City of Myrtle Beach to secure the completion of certain infrastructure improvements in the amount of $1,250,000 . 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. BRP Leasing is required to keep a minimum of $500,000 on deposit in an escrow account to secure its lease obligations. At March 31, 2018 , $1,400,000 was in the escrow account and is classified as restricted cash. We agreed to indemnify Jefferies for certain lease obligations of BRP Leasing that were assumed from a former subsidiary of Jefferies that was sold to a third party prior to the Acquisition. The former subsidiary of Jefferies remains the primary obligor under the lease obligations and Jefferies agreed to indemnify the third party buyer. The primary lease expires in 2018 and the aggregate amount of lease obligations as of March 31, 2018 was approximately $6,450,000 , which includes approximately $2,000,000 projected operating expenses and taxes related to the real estate. Substantially all of the space under the primary lease has been sublet to various third-party tenants for the full length of the lease term in amounts in excess of the obligations under the primary lease. We 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation 1999 Stock Incentive Plan: 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 our 1999 Stock Incentive 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. As of March 31, 2018, 255,400 shares are available under the 1999 Stock Incentive Plan. 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 were authorized for issuance 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 vested on December 31, 2017 and were settled on January 29, 2018, and the remaining fifty percent will vest on December 31, 2018, provided that the executive officer has been continuously employed by the Company through the applicable vesting date. The 2014 RSU grant consisted of two settlement features: (1) 22,500 RSUs remain to be settled through the issuance of shares of Common Stock within 30 days of the 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. Stock compensation expense for this component of the award was $250,000 and $50,000 , respectively, for the three months ended March 31, 2018 and 2017. (2) 15,000 RSUs remain to 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 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. Using a fair value approach, stock compensation expense for this component of the award was $250,000 and $30,000 , respectively, for the three months ended March 31, 2018 and 2017. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We currently have two reportable segments—real estate 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 contract service revenues, contract service expenses and the equity method investments in BRP Holding, BRP Hotel and the Builder LLCs in the Otay Land project. Corporate primarily consists of investment income and overhead expenses. Our farming segment, which we no longer report, consisted of the Rampage property which included an operating grape vineyard and an almond orchard under development which was sold in January 2018. Revenue from the sale of the Rampage property is included in our real estate segment. Certain information concerning our segments for the three months ended March 31, 2018 and 2017 is presented in the following table. 2018 2017 (in thousands) Revenues: Real estate $ 51,520 $ 29,743 Corporate 3 3 Total consolidated revenues $ 51,523 $ 29,746 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 16,266 $ 4,140 Farming — (1,052 ) Corporate (3,649 ) (2,595 ) Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ 12,617 $ 493 Depreciation and amortization expenses: Real estate $ 840 $ 851 Farming — 72 Corporate 17 14 Total consolidated depreciation and amortization expenses $ 857 $ 937 Identifiable assets employed: March 31, 2018 December 31, 2017 Real estate $ 517,580 $ 538,636 Farming — 9,925 Corporate 106,215 59,386 Total consolidated assets $ 623,795 $ 607,947 Farming revenues were generally recognized during the second half of the year when the crop was harvested and sold. |
Accounting Developments (Polici
Accounting Developments (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Developments [Abstract] | |
Accounting Developments - Adopted Accounting Standards | Accounting Developments - Adopted Accounting Standards Revenue Recognition. In May 2014, the FASB issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the FASB issued guidance on gain or loss from the derecognition of nonfinancial assets which would include real estate. We have adopted both of the new standards as of January 1, 2018 using the modified retrospective approach and recorded cumulative earnings to our opening accumulated deficit of $1,250,000 , which is net of taxes of $550,000 . Accordingly, the new revenue standard is applied in our financial statements from January 1, 2018 forward and reported financial information for historical comparable periods is not revised and continues to be reported under the accounting standards in effect during those historical periods. Our implementation efforts included the identification of revenue streams within the scope of the guidance and the evaluation of certain revenue contracts. The impact of adoption is primarily related to real estate revenues that were deferred on open sales contracts as of December 31, 2017 under the previously existing accounting guidance, which would have been recognized in prior periods under the new revenue standard and costs to complete related to the previously deferred revenue that are not related to performance obligations under the contract with the customer but are costs associated with completion of real estate improvements that would have been expensed in prior periods under the new revenue standard. The impact of the adoption is also related to the timing of recognition of fee income. The new revenue guidance does not apply to revenue associated with leasing activities or interest income. The new revenue standard primarily impacts the following revenue recognition and presentation accounting policies: • Real estate sales revenues. Revenues from the sales of real estate are recognized at a point in time when the related transaction is completed. The majority of our real estate sales of land, lots, and homes transfer the goods and services to the customer ("buyer") at the close of escrow when title transfers to the buyer and the buyer has the benefit and control of the goods and services. If performance obligations under the contract with the customer related to a parcel of land, lot or home are not yet complete when title transfers to the buyer, revenue associated with the incomplete performance obligation is deferred until the performance obligation is completed. • Real estate sales revenues- variable. Revenues under real estate contracts with customers that are associated with price or profit participation were historically recognized as participation thresholds were met by the customer. Under the new revenue standard, revenue from these activities is recognized at a point in time when the related transaction is complete, performance obligations by us have been met, and only to the extent it is probable that a significant reversal in the estimated amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. • Real estate costs to complete. Costs to complete improvements related to sold real estate was not expensed until the work was complete under the previously existing guidance and revenue associated with the costs to complete was deferred until the work was complete under the percentage of completion method. Under the new revenue standard, costs to complete improvements that are associated with the sold real estate but do not transfer to the customer as performance obligations under the terms of the contract are estimated at the completion of the real estate transaction and expensed as a cost of the sale. • Co-op marketing and advertising fees. Co-op marketing fees were recognized at the time of sale of a home by our builder customer to a homebuyer under the previously existing accounting guidance. Under the new revenue standard, the co-op fees are recognized over time as performance obligations by us are met, generally the term of the master marketing program that relates to the sales period for the home product being sold by our builder customer. • Contract service revenues. Under our limited liability company agreements with our builder partners at the Village of Escaya project, we will earn overhead management fees and marketing fees based on a percentage of the retail sales prices under homebuyer contracts. We will also recognize contract service revenues over time as our performance obligations are met, generally the anticipated term of our oversight of the infrastructure improvements for the Village of Escaya. We also earn revenue from the initial land sale together with the performance obligation to complete improvements over time as the performance obligation is satisfied. Cash Flow Classifications. 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. We adopted this guidance in the first quarter of 2018. Prior periods were retrospectively adjusted to conform to the current period presentation. The adoption of the guidance did not have a material impact on our Consolidated Statements of Cash Flows. Upon adoption, we recorded a decrease of $200,000 in Net cash used for operating activities for the three months ended March 31, 2017 related to reclassifying the changes in our restricted cash balance from operating activities to the cash, cash equivalents and restricted cash balances within the Consolidated Statements of Cash Flows. Accounting Developments- Accounting Standards to be Adopted in Future Periods Leases. 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. |
Revenue Recognition Policies | Revenue Recognition Policies Real estate sales revenues: • Real estate sales revenues are recognized at a point in time when the related transaction is completed. • Variable consideration, such as profit participation, is included in the transaction price for real estate sales at the point in time when the transaction is completed only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Contract service revenues: • Contract service revenues are recognized over time as performance obligations are met. Co-op marketing fee income: • Co-op marketing fee income is recognized over time as performance obligations are met, generally the term of the master marketing program that relates to the selling period of the associated home product being sold by our customer. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | A summary of intangible assets is as follows (in thousands): March 31, 2018 December 31, 2017 Amortization (in years) Above market lease contracts, net of accumulated amortization of $9,356 and $8,833 $ 1,518 $ 2,041 1 to 24 Lease in place value, net of accumulated amortization of $3,249 and $3,122 837 964 1 to 24 Intangible assets, net $ 2,355 $ 3,005 Below market lease contracts, net of accumulated amortization of $3,856 and $3,658 $ 1,732 $ 1,930 1 to 24 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | At March 31, 2018 and December 31, 2017 , our equity method investments are comprised of the following (in thousands): March 31, December 31, 2018 2017 BRP Holding $ 3,685 $ 86,093 BRP Hotel 18,986 22,651 Builder LLCs 16,557 14,552 Total $ 39,228 $ 123,296 The following table provides summarized data with respect to our equity method investments as of March 31, 2018 and 2017 and for the three months ended March 31, 2018 and 2017 (in thousands): 2018 2017 Assets $ 429,087 $ 294,983 Liabilities 366,573 201,685 Total Revenues 62,736 27,798 Income from continuing operations before extraordinary items 6,376 3,433 Net Income 6,376 3,433 |
Schedule of Income (Loss) Related to Equity Investment | Income (losses) from equity method investments includes the following for the three months ended March 31, 2018 and 2017 (in thousands): 2018 2017 BRP Holding $ (7,721 ) $ 2,640 BRP Hotel 3,632 (887 ) Builder LLCs 2,711 — Total $ (1,378 ) $ 1,753 |
Earnings (Loss) Per Common Sh26
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 the three months ended March 31, 2018 and 2017 are as follows (in thousands): 2018 2017 Numerator – net income attributable to HomeFed Corporation common shareholders $ 8,792 $ 232 Denominator for basic earnings per share– weighted average shares 15,474 15,448 Restricted stock units 23 — Stock options 3 5 Denominator for diluted earnings per share– weighted average shares 15,500 15,453 |
Fair Value Information (Tables)
Fair Value Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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): March 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Financial Liabilities: Long-term debt: New Notes (a) $ 74,794 $ 75,272 $ 74,590 $ 75,470 Long-term debt: EB-5 (b) 50,575 53,500 43,623 46,500 (a) The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period. (b) The fair value approximates the principal amount of the EB-5 debt utilizing available market data inputs that are considered level 3 inputs. |
Revenues from Contracts with 28
Revenues from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Separation and Disaggregation of Revenue | The following table presents our total revenues separated for our revenues from contracts with customers and our other sources of revenues (in thousands): For the three months ended March 31, 2018 Revenues from contracts with customers: Sales of Real Estate $ 33,998 Contract service revenues 11,506 Co-op marketing and advertising fees 130 Total revenues from contracts with customers 45,634 Other revenues: Rental income 5,889 Total revenue from other sources 5,889 Total revenues $ 51,523 The following presents our revenues from contracts with customers disaggregated by project for the three months ended March 31, 2018 (in thousands): Real Estate Segment Otay San Elijo Ashville Park The Market Common SweetBay Rampage BRP Leasing Pacho Total Real Estate Segment Total Corporate Segment Total Revenues from contracts with customers: Real estate sales $ — $ 4,804 $ — $ 250 $ 2,831 $ 26,000 $ — $ — $ 33,885 $ — $ 33,885 Profit participation from real estate sales — — — 113 — — — — 113 — 113 Contract service revenues 11,506 — — — — — — — 11,506 — 11,506 Co-op marketing and advertising fees — 100 30 — — — — — 130 — 130 Total revenues from contracts with customers 11,506 4,904 30 363 2,831 26,000 — — 45,634 — 45,634 Other revenues: Rental income — — — 2,531 67 — 3,281 7 5,886 3 5,889 Total revenue from other sources: — — — 2,531 67 — 3,281 7 5,886 3 5,889 Total revenues: $ 11,506 $ 4,904 $ 30 $ 2,894 $ 2,898 $ 26,000 $ 3,281 $ 7 $ 51,520 $ 3 $ 51,523 |
Real Estate Sales Activity (Tab
Real Estate Sales Activity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Sales Activity [Abstract] | |
Schedule of real estate sales activity | For the three months ended March 31, 2018 and 2017 , we closed on sales of real estate at The Market Common as follows: Number of units sold Revenue from contracts with customers Number of units sold Cash Proceeds Single family lots 5 $ 250,000 16 $ 710,000 Multi-family lots — — — — Profit sharing agreements N/A 100,000 N/A 350,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of outstanding bonds | As of March 31, 2018 , the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $39,550,000 San Elijo Hills project 700,000 Ashville Park project 800,000 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Certain information concerning our segments for the three months ended March 31, 2018 and 2017 is presented in the following table. 2018 2017 (in thousands) Revenues: Real estate $ 51,520 $ 29,743 Corporate 3 3 Total consolidated revenues $ 51,523 $ 29,746 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 16,266 $ 4,140 Farming — (1,052 ) Corporate (3,649 ) (2,595 ) Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ 12,617 $ 493 Depreciation and amortization expenses: Real estate $ 840 $ 851 Farming — 72 Corporate 17 14 Total consolidated depreciation and amortization expenses $ 857 $ 937 Identifiable assets employed: March 31, 2018 December 31, 2017 Real estate $ 517,580 $ 538,636 Farming — 9,925 Corporate 106,215 59,386 Total consolidated assets $ 623,795 $ 607,947 |
Accounting Developments - Narra
Accounting Developments - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Item Effected [Line Items] | |||
Other comprehensive income | $ 0 | $ 0 | |
Cumulative effect of the adoption of accounting standards | $ 1,228,000 | ||
Decrease of net cash used for operating activities | $ 15,512,000 | (9,589,000) | |
Accounting Standards Update 2014-09 | |||
Item Effected [Line Items] | |||
Cumulative effect of the adoption of accounting standards | 1,250,000 | ||
Tax effect on the Cumulative effect of New accounting principle in period of adoption | $ 550,000 | ||
Adjustments for New Accounting Pronouncement | |||
Item Effected [Line Items] | |||
Decrease of net cash used for operating activities | $ 200,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 2,355 | $ 3,005 | |
Below market lease contracts | 1,732 | 1,930 | |
Below market lease contracts, accumulated amortization | $ 3,856 | 3,658 | |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Below market lease contracts, amortization of useful life | 1 year | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Below market lease contracts, amortization of useful life | 24 years | ||
Above Market Lease Contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 1,518 | 2,041 | |
Intangible assets, accumulated amortization | $ 9,356 | 8,833 | |
Above Market Lease Contracts | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization of useful life | 1 year | ||
Above Market Lease Contracts | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization of useful life | 24 years | ||
Leases In Place Value | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 837 | 964 | |
Intangible assets, accumulated amortization | 3,249 | $ 3,122 | |
Amortization expense | $ 150 | $ 150 | |
Leases In Place Value | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization of useful life | 1 year | ||
Leases In Place Value | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, amortization of useful life | 24 years |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Stock issued during period related to an acquisitions (in shares) | 7.5 | |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2018 | $ (350) | |
2,019 | (250) | |
2,020 | (200) | |
2,021 | (150) | |
2,022 | (150) | |
Thereafter | (600) | |
Above Market Lease Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2018 | 1,150 | |
2,019 | 50 | |
2,020 | 50 | |
2,021 | 50 | |
2,022 | 50 | |
Thereafter | 200 | |
Leases In Place Value | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2018 | 150 | |
2,019 | 100 | |
2,020 | 100 | |
2,021 | 100 | |
2,022 | 50 | |
Thereafter | $ 350 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) $ in Thousands | Jan. 05, 2017USD ($) | Jan. 31, 2017USD ($)abuilderhome | Apr. 30, 2016USD ($)abuilderemployeehome | Mar. 31, 2018 |
BRP Holding | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 61.25% | |||
BRP Hotel | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 25.80% | |||
Otay | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Area of land (in acres) | a | 450 | 450 | ||
Number of planned homes (in homes) | home | 948 | 992 | ||
Number of builders | builder | 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 | |||
Land, difference in basis | $ 4,850 | |||
Contributed value of unimproved land | $ 20,000 | |||
Contributed value of infrastructure improvements | $ 13,200 | |||
Land improvements | $ 2,250 | |||
Credit for capital contributions | 78,600 | |||
Village III Master | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Members of management committee | employee | 8 | |||
Builder LLCs | Otay | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire and develop real estate | $ 20,000 | |||
Employee | Village III Master | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Members of management committee | employee | 2 |
Equity Method Investments (Sche
Equity Method Investments (Schedule of Equity Method Investments) (Details) - USD ($) $ in Thousands | Feb. 28, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 39,228 | $ 123,296 | |
BRP Holding | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 3,685 | 86,093 | |
BRP Hotel | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 18,986 | 22,651 | |
Builder LLCs | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 16,557 | $ 14,552 | |
BRP Holding | New York City Industrial Revenue Bonds | |||
Schedule of Equity Method Investments [Line Items] | |||
Principal balance | $ 8,750 | ||
Sale leaseback transaction, net proceeds | 198,350 | ||
Payments of distributions to affiliates | 157,250 | ||
Proceeds from contributions from affiliates | 82,000 | ||
BRP Leasing | New York City Industrial Revenue Bonds | |||
Schedule of Equity Method Investments [Line Items] | |||
Noncash distribution to satisfy a receivable | $ 6,000 |
Equity Method Investments (Sc37
Equity Method Investments (Schedule of Income (Loss) Related to Equity Investment) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | $ (1,378) | $ 1,753 | |
Assets | 429,087 | $ 294,983 | |
Liabilities | 366,573 | $ 201,685 | |
Total Revenues | 62,736 | 27,798 | |
Income from continuing operations before extraordinary items | 6,376 | 3,433 | |
Net Income | 6,376 | 3,433 | |
BRP Holding | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | (7,721) | 2,640 | |
BRP Hotel | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | 3,632 | (887) | |
Builder LLCs | |||
Schedule of Equity Method Investments [Line Items] | |||
Income (losses) from equity method investments | $ 2,711 | $ 0 |
Debt (Construction Loans) (Deta
Debt (Construction Loans) (Details) | Apr. 30, 2018USD ($)option | Apr. 30, 2018USD ($) | Mar. 31, 2018USD ($)ft²apartmentoption | Apr. 30, 2015USD ($) |
Revolving Loan | ||||
Debt Instrument [Line Items] | ||||
Revolving component | $ 15,000,000 | |||
30-day LIBOR | Revolving Loan | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 2.60% | |||
The Residences and Shops at Village of Escaya project | Apartments | ||||
Debt Instrument [Line Items] | ||||
Number of apartments | apartment | 272 | |||
The Residences and Shops at Village of Escaya project | Retail Space | ||||
Debt Instrument [Line Items] | ||||
Area of property (in sqft) | ft² | 20,000 | |||
The Residences and Shops at Village of Escaya project | Community Facility Building | ||||
Debt Instrument [Line Items] | ||||
Area of property (in sqft) | ft² | 10,000 | |||
The Residences and Shops at Village of Escaya project | Construction Loans | ||||
Debt Instrument [Line Items] | ||||
Loan agreements | $ 58,850,000 | |||
Investment in project threshold to draw on loan | $ 35,000,000 | |||
Number of options to extend term | option | 1 | |||
Extension term | 12 months | |||
The Residences and Shops at Village of Escaya project | Construction Loans | 30-day LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 3.15% | |||
San Elijo Hills project | Construction Loans | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Loan agreements | $ 31,450,000 | $ 31,450,000 | ||
Number of options to extend term | option | 1 | |||
Extension term | 6 months | |||
Non-revolving component | $ 11,200,000 | 11,200,000 | ||
Proceeds from loan | 10,300,000 | |||
San Elijo Hills project | Construction Loans | Subsequent Event | Revolving Loan | ||||
Debt Instrument [Line Items] | ||||
Revolving component | $ 20,200,000 | $ 20,200,000 | ||
San Elijo Hills project | Construction Loans | 30-day LIBOR | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 4.25% |
Debt (Lines of Credit) (Details
Debt (Lines of Credit) (Details) | 1 Months Ended |
Apr. 30, 2015USD ($) | |
Revolving Line of Credit | |
Line of Credit Facility [Line Items] | |
Line of credit available | $ 15,000,000 |
Operational Line of Credit | |
Line of Credit Facility [Line Items] | |
Line of credit available | $ 3,000,000 |
LIBOR | Revolving Line of Credit | |
Line of Credit Facility [Line Items] | |
Spread on variable rate | 2.60% |
Debt (Senior Notes) (Details)
Debt (Senior Notes) (Details) - USD ($) | Apr. 30, 2018 | Apr. 20, 2018 | Sep. 28, 2017 | Sep. 27, 2017 | Mar. 31, 2018 | Jun. 30, 2015 |
Old Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal balance | $ 125,000,000 | |||||
Interest rate | 6.50% | |||||
Issuance costs | $ 350,000 | |||||
Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal balance | $ 75,000,000 | |||||
Interest rate | 6.50% | |||||
Purchase price, as a percent | 100.00% | |||||
Principal amount outstanding | $ 75,000,000 | |||||
Notes | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Purchase price, as a percent | 100.00% | 100.00% | ||||
Aggregate principal amount redeemed | $ 37,500,000 | $ 37,500,000 | ||||
Notes | Jefferies | ||||||
Debt Instrument [Line Items] | ||||||
Fee for acting as placement agent and closing agent | $ 100,000 |
Debt (EB-5 Program) (Details)
Debt (EB-5 Program) (Details) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017USD ($)unit$ / unit | Dec. 31, 2017USD ($)option | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 1,800,000 | $ 1,950,000 | ||
Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount outstanding | 75,000,000 | |||
Debt issuance costs | $ 3,200,000 | 3,100,000 | ||
Debt discount | 100,000 | $ 50,000 | ||
Otay Village III Lender, LLC | EB-5 Program | ||||
Debt Instrument [Line Items] | ||||
Amount seeking to raise | $ 125,000,000 | |||
Number of units offered | unit | 250 | |||
Subscription price (dollars per unit) | $ / unit | 500,000 | |||
Amount drawn from escrow | $ 46,500,000 | |||
Loan term | 5 years | |||
Number of options to extend term | option | 2 | |||
Extension term | 1 year | |||
Effective interest rate | 3.50% | |||
Principal amount outstanding | $ 53,500,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Reduction in deferred tax liabilities due to settlement of income tax examination | $ 8,600,000 |
Reduction in unrecognized tax benefits | $ 4,700,000 |
Earnings (Loss) Per Common Sh43
Earnings (Loss) Per Common Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Numerator – net income attributable to HomeFed Corporation common shareholders | $ 8,792 | $ 232 |
Denominator for basic earnings per share– weighted average shares | 15,474 | 15,448 |
Denominator for diluted earnings per share– weighted average shares | 15,500 | 15,453 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 23 | 0 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 3 | 5 |
Fair Value Information (Details
Fair Value Information (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [1] | $ 74,794 | $ 74,590 |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [1] | 75,272 | 75,470 |
EB-5 | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [2] | 50,575 | 43,623 |
EB-5 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [2] | $ 53,500 | $ 46,500 |
[1] | (a) The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period. | ||
[2] | The fair value approximates the principal amount of the EB-5 debt utilizing available market data inputs that are considered level 3 inputs. |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ in Thousands | Sep. 27, 2017USD ($) | Mar. 31, 2017USD ($)shares | Mar. 31, 2018USD ($)employeedirectors | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015 | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||
Number of board of directors | directors | 7 | ||||||
Administrative services fee expenses | $ 45 | $ 45 | |||||
Rental income | $ 5,889 | 5,932 | |||||
BRP Leasing | |||||||
Related Party Transaction [Line Items] | |||||||
Rental expense | $ 4,400 | ||||||
Director | |||||||
Related Party Transaction [Line Items] | |||||||
Value of note outstanding purchased by related party | $ 7,000 | $ 5,000 | |||||
Percentage of note outstanding purchased by related party | 9.30% | 4.00% | |||||
Jefferies | 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% | ||||||
Related party transaction, expenses from transactions with related party | $ 100 | ||||||
Builder LLCs | |||||||
Related Party Transaction [Line Items] | |||||||
Members of management committee | employee | 4 | ||||||
Employee | Builder LLCs | |||||||
Related Party Transaction [Line Items] | |||||||
Members of management committee | employee | 2 | ||||||
Jefferies Financial Group Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board of directors | directors | 3 | ||||||
Expiration of sublease to Leucadia | Oct. 1, 2018 | ||||||
Rental income | $ 3 | $ 3 | |||||
Jefferies Financial Group Inc. | Board of Directors Chairman | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, number of shares sold (in shares) | shares | 783,889 | ||||||
Sale of stock, consideration received | $ 31,300 | ||||||
Berkadia | Advisory Fee | Joint Venture | |||||||
Related Party Transaction [Line Items] | |||||||
Amount paid to related party | 100 | ||||||
Berkadia | Brokerage Advisory Fee | Joint Venture | |||||||
Related Party Transaction [Line Items] | |||||||
Amount paid to related party | $ 400 |
Revenues from Contracts with 46
Revenues from Contracts with Customers (Separation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | $ 45,634 | |
Rental income | 5,889 | $ 5,932 |
Total revenue from other sources | 5,889 | |
Total revenues | 51,523 | $ 29,746 |
Sales of Real Estate | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 33,998 | |
Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 11,506 | |
Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | $ 130 |
Revenues from Contracts with 47
Revenues from Contracts with Customers (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | $ 45,634 | |
Rental income | 5,889 | $ 5,932 |
Total revenue from other sources | 5,889 | |
Total revenues | 51,523 | $ 29,746 |
Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 33,885 | |
Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 113 | |
Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 11,506 | |
Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 130 | |
Real Estate Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 45,634 | |
Rental income | 5,886 | |
Total revenue from other sources | 5,886 | |
Total revenues | 51,520 | |
Real Estate Segment | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 33,885 | |
Real Estate Segment | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 113 | |
Real Estate Segment | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 11,506 | |
Real Estate Segment | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 130 | |
Real Estate Segment | Otay | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 11,506 | |
Rental income | 0 | |
Total revenue from other sources | 0 | |
Total revenues | 11,506 | |
Real Estate Segment | Otay | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Otay | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Otay | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 11,506 | |
Real Estate Segment | Otay | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | San Elijo | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 4,904 | |
Rental income | 0 | |
Total revenue from other sources | 0 | |
Total revenues | 4,904 | |
Real Estate Segment | San Elijo | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 4,804 | |
Real Estate Segment | San Elijo | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | San Elijo | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | San Elijo | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 100 | |
Real Estate Segment | Ashville Park | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 30 | |
Rental income | 0 | |
Total revenue from other sources | 0 | |
Total revenues | 30 | |
Real Estate Segment | Ashville Park | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Ashville Park | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Ashville Park | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Ashville Park | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 30 | |
Real Estate Segment | The Market Common | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 363 | |
Rental income | 2,531 | |
Total revenue from other sources | 2,531 | |
Total revenues | 2,894 | |
Real Estate Segment | The Market Common | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 250 | |
Real Estate Segment | The Market Common | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 113 | |
Real Estate Segment | The Market Common | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | The Market Common | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | SweetBay | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 2,831 | |
Rental income | 67 | |
Total revenue from other sources | 67 | |
Total revenues | 2,898 | |
Real Estate Segment | SweetBay | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 2,831 | |
Real Estate Segment | SweetBay | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | SweetBay | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | SweetBay | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Rampage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 26,000 | |
Rental income | 0 | |
Total revenue from other sources | 0 | |
Total revenues | 26,000 | |
Real Estate Segment | Rampage | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 26,000 | |
Real Estate Segment | Rampage | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Rampage | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Rampage | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | BRP Leasing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Rental income | 3,281 | |
Total revenue from other sources | 3,281 | |
Total revenues | 3,281 | |
Real Estate Segment | BRP Leasing | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | BRP Leasing | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | BRP Leasing | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | BRP Leasing | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Pacho | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Rental income | 7 | |
Total revenue from other sources | 7 | |
Total revenues | 7 | |
Real Estate Segment | Pacho | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Pacho | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Pacho | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Real Estate Segment | Pacho | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Total Corporate Segment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Rental income | 3 | |
Total revenue from other sources | 3 | |
Total revenues | 3 | |
Total Corporate Segment | Real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Total Corporate Segment | Profit participation from real estate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Total Corporate Segment | Contract service revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | 0 | |
Total Corporate Segment | Co-op marketing and advertising fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues from contracts with customers | $ 0 |
Revenues from Contracts with 48
Revenues from Contracts with Customers Revenues from Contracts with Customers (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Jan. 01, 2018 |
Receivables Related to Revenues from Contracts With Customers | ||
Disaggregation of Revenue [Line Items] | ||
Receivables | $ 1.2 | $ 1.3 |
Interest and Other Income (Deta
Interest and Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | ||
Other nonoperating income | $ 90 | $ 75 |
Interest income | $ 20 | $ 10 |
Real Estate Sales Activity (Nar
Real Estate Sales Activity (Narrative) (Details) | Apr. 27, 2018USD ($)propertyhome | Jan. 31, 2018USD ($) | Jun. 30, 2015property | May 31, 2015property | Mar. 31, 2018USD ($)apropertyhome | Jun. 30, 2017home | Mar. 31, 2017USD ($)ft²propertyhome | Sep. 30, 2015USD ($) | Jun. 30, 2017USD ($)home |
Real Estate Properties [Line Items] | |||||||||
Cost of sales of real estate | $ 15,835,000 | $ 12,502,000 | |||||||
Rampage Property | |||||||||
Real Estate Properties [Line Items] | |||||||||
Cash proceeds | $ 26,000,000 | ||||||||
Gain on sale of Real Estate | $ 17,300,000 | ||||||||
Otay Land Project | Multi-family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of units in real estate property (in properties) | home | 59 | ||||||||
Towncenter - Phase 1 & 2 | |||||||||
Real Estate Properties [Line Items] | |||||||||
Area of real estate property (in acres) | ft² | 48,800 | ||||||||
Cash proceeds | $ 5,800,000 | ||||||||
Towncenter - Phase 1 & 2 | Multi-family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of units in real estate property (in properties) | home | 12 | ||||||||
Towncenter - Phase 3 | |||||||||
Real Estate Properties [Line Items] | |||||||||
Cash proceeds | $ 1,600,000 | ||||||||
Area of land (in acres) | a | 2.5 | ||||||||
San Elijo Hills project | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of units in real estate property (in properties) | home | 3 | ||||||||
Cash proceeds | $ 4,800,000 | ||||||||
Number of real estate properties contracted to construct and sell (in properties) | property | 58 | ||||||||
Refundable deposit payment received | $ 500,000 | ||||||||
Ashville Park project | |||||||||
Real Estate Properties [Line Items] | |||||||||
Cash proceeds | $ 0 | $ 0 | |||||||
The Market Common | Single family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of units in real estate property (in properties) | property | 5 | 16 | |||||||
The Market Common | Multi-family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of units in real estate property (in properties) | property | 0 | 0 | |||||||
SweetBay | |||||||||
Real Estate Properties [Line Items] | |||||||||
Cash proceeds | $ 2,850,000 | $ 6,350,000 | |||||||
Number of real estate properties contracted to construct and sell (in properties) | property | 183 | ||||||||
Cost of sales of real estate | $ 2,750,000 | $ 6,200,000 | |||||||
SweetBay | Single family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of units in real estate property (in properties) | home | 8 | 19 | |||||||
Subsequent Event | San Elijo Hills project | |||||||||
Real Estate Properties [Line Items] | |||||||||
Cash proceeds | $ 34,600,000 | ||||||||
Number of real estate properties contracted to sell | home | 22 | ||||||||
Subsequent Event | The Market Common | Homebuilder | |||||||||
Real Estate Properties [Line Items] | |||||||||
Non-refundable option payment received | $ 25,000 | ||||||||
Subsequent Event | The Market Common | Homebuilder | Single family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate lots agreed to sell (in properties) | property | 21 | ||||||||
Sales price of real estate lots contracted to sell | $ 1,050,000 | ||||||||
Subsequent Event | The Market Common | Homebuilder | Multi-family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate lots agreed to sell (in properties) | property | 15 | ||||||||
Sales price of real estate lots contracted to sell | $ 375,000 | ||||||||
Scenario, Forecast | SweetBay | |||||||||
Real Estate Properties [Line Items] | |||||||||
Cash proceeds | $ 11,600,000 | ||||||||
Scenario, Forecast | SweetBay | Single family lots | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate lots agreed to sell (in properties) | home | 34 |
Real Estate Sales Activity (Sch
Real Estate Sales Activity (Schedule Of Real Estate Sales Activity) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)property | Mar. 31, 2017USD ($)property | |
Real Estate Properties [Line Items] | ||
Sales of real estate | $ 33,998 | $ 14,950 |
Single family lots | The Market Common | ||
Real Estate Properties [Line Items] | ||
Number of units in real estate property (in properties) | property | 5 | 16 |
Sales of real estate | $ 250 | $ 710 |
Multi-family lots | The Market Common | ||
Real Estate Properties [Line Items] | ||
Number of units in real estate property (in properties) | property | 0 | 0 |
Sales of real estate | $ 0 | $ 0 |
Profit sharing agreements | The Market Common | ||
Real Estate Properties [Line Items] | ||
Sales of real estate | $ 100 | $ 350 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) | Mar. 31, 2018USD ($) |
Pacho | |
Real Estate Properties [Line Items] | |
Land held for development | $ 17,600,000 |
Commitments and Contingencies53
Commitments and Contingencies (Schedule Of Outstanding Bonds) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Otay Land project | |
Amount of outstanding bonds | $ 39,550 |
San Elijo Hills project | |
Amount of outstanding bonds | 700 |
Ashville Park project | |
Amount of outstanding bonds | $ 800 |
Commitments and Contingencies54
Commitments and Contingencies (Narrative) (Details) | Sep. 26, 2017USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2013a |
Business Acquisition [Line Items] | |||||
Restricted cash | $ 27,790,000 | $ 2,685,000 | |||
Otay Ranch And Flat Rock | |||||
Business Acquisition [Line Items] | |||||
Settlement amount | $ 350,000 | ||||
Loss contingency reversal of previously recorded accrual | $ 400,000 | ||||
The Market Common | |||||
Business Acquisition [Line Items] | |||||
Letter of credit | 1,250,000 | ||||
Restricted cash | 1,250,000 | ||||
BRP Leasing | |||||
Business Acquisition [Line Items] | |||||
Escrow deposits related to leasing activities | 1,400,000 | ||||
Amount of indemnification | 6,450,000 | ||||
Amount of indemnification in projected operating expenses and taxes | 2,000,000 | ||||
BRP Leasing | Minimum | |||||
Business Acquisition [Line Items] | |||||
Restricted cash | $ 500,000 | ||||
Flat Rock | |||||
Business Acquisition [Line Items] | |||||
Area of land related to environmental remediation (in acres) | a | 30 | ||||
Amount of legal costs to be reimbursed by us to the defendants | $ 350,000 | ||||
Recovery sought on purchase agreement | $ 13,500,000 |
Restricted Stock Units (Details
Restricted Stock Units (Details) $ / shares in Units, $ in Thousands | Aug. 04, 2017installment$ / sharesshares | Mar. 15, 2017$ / sharesshares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Aug. 13, 2014shares |
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 100,000 | ||||
Restricted stock awards granted | 75,000 | ||||
Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Closing price (in dollars per share) | $ / shares | $ 44.20 | ||||
Compensation cost | $ | $ 250 | $ 50 | |||
Tranche One | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock awards granted | 22,500 | ||||
Vesting percentage | 50.00% | ||||
Award settlement period | 30 days | ||||
Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost | $ | $ 250 | $ 30 | |||
Tranche Two | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 30 days | ||||
Restricted stock awards granted | 15,000 | ||||
Vesting percentage | 50.00% | ||||
Award settlement period | 10 days | ||||
Stock Incentive Plan - 1999 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant | 255,400 | ||||
Stock Incentive Plan - 1999 | Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted in period | 136,500 | ||||
Award expiration period | 5 years | ||||
Number of installments | installment | 4 | ||||
Award requisite service period | 1 year | ||||
Award vesting period | 4 years | ||||
2017 RSU Plan | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 66,000 | ||||
Director | Stock Incentive Plan - 1999 | Nonemployee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted in period | 7,000 | ||||
Exercise price (in USD per share) | $ / shares | $ 44 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 2 |
Segment Information (Schedule O
Segment Information (Schedule Of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | $ 51,523 | $ 29,746 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 12,617 | 493 | |
Total consolidated depreciation and amortization expenses | 857 | 937 | |
Total consolidated assets | 623,795 | $ 607,947 | |
Real estate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 51,520 | ||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 16,266 | 4,140 | |
Total consolidated depreciation and amortization expenses | 840 | 851 | |
Total consolidated assets | 517,580 | 538,636 | |
Farming | |||
Segment Reporting Information [Line Items] | |||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 0 | (1,052) | |
Total consolidated depreciation and amortization expenses | 0 | 72 | |
Total consolidated assets | 0 | 9,925 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 3 | ||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (3,649) | (2,595) | |
Total consolidated depreciation and amortization expenses | 17 | 14 | |
Total consolidated assets | 106,215 | $ 59,386 | |
Reportable subsegments | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 51,523 | 29,746 | |
Reportable subsegments | Real estate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 51,520 | 29,743 | |
Reportable subsegments | Corporate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | $ 3 | $ 3 |