Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | 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/A | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to our Quarterly Report on Form 10-Q (the “Form 10-Q/A”) amends our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 previously filed on May 3, 2017 (the “Original Filing”). We are filing this Form 10-Q/A to restate our unaudited consolidated financial statements, financial data and related disclosures as of and for the three month period ended March 31, 2017 to give effect to the restatement. In Note 1, under the section “Restatement of Previously Issued Consolidated Financial Statements,” | |
Entity Common Stock, Shares Outstanding (in shares) | 15,474,746 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Real estate held for development | $ 303,293 | $ 297,665 |
Real estate held for investment, net | 38,906 | 42,536 |
Cash and cash equivalents | 62,322 | 53,140 |
Contract assets | 0 | 5,951 |
Restricted cash | 2,860 | 2,672 |
Equity method investments | 115,998 | 114,195 |
Accounts receivable, deposits and other assets | 20,198 | 18,564 |
Intangible assets, net | 4,975 | 5,634 |
Net deferred tax asset | 38,200 | 37,856 |
TOTAL | 586,752 | 578,213 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 16,784 | 13,438 |
Below market lease contract intangibles, net | 2,525 | 2,729 |
Non-refundable option payments | 25 | 25 |
Liability for environmental remediation | 1,453 | 1,455 |
Deferred revenue | 2,599 | 4,311 |
Contract liabilities | 5,295 | 0 |
Income taxes payable | 0 | 1,338 |
Accrued interest payable | 1,676 | 0 |
Other liabilities | 6,605 | 5,778 |
Long-term debt, net | 102,355 | 102,084 |
Total liabilities | 139,317 | 131,158 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
EQUITY | ||
Common stock, $.01 par value; 25,000,000 shares authorized; 15,448,500 and 15,448,500 shares outstanding after deducting 395,409 shares held in treasury | 154 | 154 |
Additional paid-in capital | 599,104 | 599,033 |
Accumulated deficit | (158,898) | (159,130) |
Total HomeFed Corporation common shareholders' equity | 440,360 | 440,057 |
Noncontrolling interest | 7,075 | 6,998 |
Total equity | 447,435 | 447,055 |
TOTAL | $ 586,752 | $ 578,213 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common shares, authorized (in shares) | 25,000,000 | 25,000,000 |
Common shares, shares outstanding (in shares) | 15,448,500 | 15,448,500 |
Treasury stock, shares (in shares) | 395,409 | 395,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES | ||
Sales of real estate | $ 14,950 | $ 1,893 |
Contract service revenues | 8,754 | 0 |
Rental income | 5,932 | 5,883 |
Co-op marketing and advertising fees | 110 | 114 |
Total revenue | 29,746 | 7,890 |
EXPENSES | ||
Cost of sales | 12,502 | 965 |
Contract service expenses | 8,754 | 0 |
Rental operating expenses | 4,118 | 4,207 |
Farming expenses | 937 | 1,126 |
General and administrative expenses | 3,811 | 3,399 |
Depreciation and amortization | 937 | 1,017 |
Administrative services fees to Leucadia National Corporation | 45 | 45 |
Total expenses | 31,104 | 10,759 |
Loss from operations before income (losses) from equity method investment | (1,358) | (2,869) |
Income (losses) from equity method investments | 1,753 | (1,064) |
Income (loss) from operations | 395 | (3,933) |
Interest and other income | 98 | 1,362 |
Income (loss) before income taxes and noncontrolling interest | 493 | (2,571) |
Income tax (provision) benefit | (184) | 1,110 |
Net income (loss) | 309 | (1,461) |
Net (income) loss attributable to the noncontrolling interest | (77) | 3 |
Net income (loss) attributable to HomeFed Corporation common shareholders | $ 232 | $ (1,458) |
Basic and diluted loss per common share attributable to HomeFed Corporation common shareholders (USD per share) | $ 0.02 | $ (0.09) |
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, 2015 | $ 416,400 | $ 154 | $ 597,922 | $ (191,695) | $ 406,381 | $ 10,019 |
Net income (loss) | (1,461) | (1,458) | (1,458) | (3) | ||
Exercise of options to purchase common shares, including excess tax benefit | 170 | 170 | 170 | |||
Share-based compensation expense | 18 | 18 | 18 | |||
Balance at Mar. 31, 2016 | 415,127 | 154 | 598,110 | (193,153) | 405,111 | 10,016 |
Balance at Dec. 31, 2016 | 447,055 | 154 | 599,033 | (159,130) | 440,057 | 6,998 |
Net income (loss) | 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 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
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, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss - restated | $ 309 | $ (1,461) |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||
(Income) losses from equity method investments | (1,753) | 1,064 |
Provision (benefit) for deferred income taxes | (344) | (713) |
Share-based compensation expense | 103 | 18 |
Depreciation and amortization of property, equipment and leasehold improvements | 139 | 116 |
Other amortization | 1,122 | 1,243 |
Amortization related to issuance costs and debt discount of Senior Notes | 271 | 299 |
Amortization related to investments | 0 | (266) |
Changes in operating assets and liabilities: | ||
Real estate, held for development | (1,709) | (7,747) |
Real estate, held for investment | 3,191 | (94) |
Contract assets/liabilities | 11,246 | 0 |
Restricted cash related to development activities | (188) | 36 |
Accounts receivable, deposits and other assets | (1,081) | (570) |
Deferred revenue | (1,712) | (819) |
Accounts payable and accrued liabilities | (500) | (88) |
Accrued interest payable | 1,676 | 1,903 |
Liability for environmental remediation | (2) | (12) |
Income taxes payable | (2,162) | (4,378) |
Other liabilities | 795 | 72 |
Net cash provided by (used for) operating activities | 9,401 | (11,397) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investments in equity method investments | (50) | (22) |
Net cash used for investing activities | (50) | (22) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of debt issuance costs | (169) | 0 |
Reduction of debt | 0 | (618) |
Exercise of options to purchase common shares | 0 | 170 |
Net cash used for financing activities | (169) | (448) |
Net increase (decrease) in cash and cash equivalents | 9,182 | (11,867) |
Cash and cash equivalents, beginning of period | 53,140 | 66,676 |
Cash and cash equivalents, end of period | 62,322 | 54,809 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes, net of tax refunds | 2,414 | 4,128 |
Cash paid for interest (net of amounts capitalized) | 0 | 0 |
Non-cash operating and investing activities: | ||
Project development costs incurred that remain payable at end of period | $ 12,216 | $ 5,870 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2016 , which are included in our Annual Report filed on Form 10-K for such year (the “2016 10-K”). Results of operations for interim periods are not necessarily indicative of annual results of operations. The consolidated balance sheet at December 31, 2016 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, 2017 and 2016 . Restatement of Previously Issued Consolidated Financial Statements – During 2018, as part of our ordinary course review and analysis of the adoption of the new revenue recognition standard, management determined that it was necessary to restate their financial statements as of and for the three months ended March 31, 2017 related to an error in the contribution of land in April 2016 in the Otay project to Village III Master in exchange for $30 million in cash. The transaction was originally accounted for as a partial sale of land for which $30 million of sales of real estate and $22.8 million of cost of sales were recognized. Due to development cost increases, management has re-evaluated that conclusion based on the fact that there was an obligation to further develop the land with a cap of $78.6 million on reimbursement of development costs from the Builder LLCs and determined that the appropriate accounting would be to treat the combined contribution of land and the development obligation under a percentage of completion method of accounting. As there are significant future development costs to be incurred and profits on the development are tied to future home sales, a reasonable estimate of the development costs and profits cannot be made. As development costs are incurred, revenue will be recognized at an amount equal to the costs incurred during the three months ended March 31, 2017. Also as development costs are incurred (which were previously recorded as a contribution to equity method investments), a contract asset will be recorded for the amount of development costs incurred. At such time as management can reasonably estimate profit, the cumulative profit on costs incurred to date will be recognized and treated as a change in estimate. Management determined that the financial statements as of and for the three months ended March 31, 2017 were materially misstated. The financial statement line items that have been impacted and related footnote disclosures have been restated. The financial statement line items that have been impacted, as originally presented and as restated, are presented below: The table below reconciles the effects of the adjustments to the previously reported Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 including the related tax effects (in thousands): March 31, 2017 December 31, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Balance Sheets Contract assets $ — $ — $ — $ — $ 5,951 $ 5,951 Equity method investments 117,936 (1,938 ) 115,998 127,379 (13,184 ) 114,195 Net deferred tax asset 35,080 3,120 38,200 34,742 3,114 37,856 Total assets 585,570 1,182 586,752 582,332 (4,119 ) 578,213 Contract liabilities — 5,295 5,295 — — — Total liabilities 134,022 5,295 139,317 131,158 — 131,158 Accumulated deficit (154,785 ) (4,113 ) (158,898 ) (155,011 ) (4,119 ) (159,130 ) Total HomeFed Corporation common shareholders' equity 444,473 (4,113 ) 440,360 444,176 (4,119 ) 440,057 Total equity 451,548 (4,113 ) 447,435 451,174 (4,119 ) 447,055 The following table reconciles the effects of the adjustments to the previously reported Consolidated Statement of Income for the three month period ended March 31, 2017 (in thousands, except per share amounts): For the three months ended March 31, 2017 Previously Reported Adjustment As Restated Consolidated Statements of Income Contract service revenues $ — $ 8,754 $ 8,754 Total revenues 20,992 8,754 29,746 Contract service expenses — 8,754 8,754 Total expenses 22,350 8,754 31,104 Income tax (expense) benefit (190 ) 6 (184 ) Net income 303 6 309 Net income attributable to HomeFed 226 6 232 Basic and diluted earnings (loss) per common share attributable to HomeFed Corporation common shareholders 0.01 0.01 0.02 The following table reconciles the effects of the adjustments to the previously reported Consolidated Statement of Cash flow for the three month period ended March 31, 2017 (in thousands): For the three months ended March 31, 2017 Previously Reported Adjustment As Restated Consolidated Statements of Cash Flow Net income $ 303 $ 6 $ 309 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Benefit for deferred income taxes (338 ) (6 ) (344 ) Changes in operating assets and liabilities: Contract assets — 11,246 11,246 Net cash provided by (used for) operating activities (1,845 ) 11,246 9,401 Cash flows investing activities: Investment in equity method investments (8,804 ) 8,754 (50 ) Capital distributions from equity method investments 20,000 (20,000 ) — Net cash provided by (used for) investing activities 11,196 (11,246 ) (50 ) Accounting Developments- Accounting Standards to be Adopted in Future Periods In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance is effective for interim and annual periods beginning after December 15, 2017. We intend to adopt the new guidance with a cumulative-effect adjustment to opening retained earnings. We do not expect this guidance will have any impact on our farming revenues, and our evaluation of the impact this new guidance will have on our revenue sources in our consolidated financial statements is ongoing. In January 2016, the FASB issued new guidance that affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact of the new guidance related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The FASB requires the recognition of lease assets and lease liabilities on the statement of financial condition. The guidance is effective for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. In November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. Accounting Developments- Adopted Accounting Standards Beginning January 1, 2017, we adopted the FASB's new guidance that simplifies and improves accounting for share-based payments. The amendments include the recognition of all excess tax benefits and tax deficiencies as income tax expense or benefit in the statement of operations and changes to the timing of recognition of excess tax benefits, the accounting for forfeitures and classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption of this guidance did not have a significant impact on our consolidated financial statements. We elected to account for forfeitures as they occur. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangibles, Net As more fully discussed in the Annual Report on Form 10-K 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 ("Leucadia"), 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, 2017 December 31, 2016 Amortization (in years) Above market lease contracts, net of accumulated amortization of $7,248 and $6,719 $ 3,626 $ 4,155 1 to 24 Lease in place value, net of accumulated amortization of $2,736 and $2,606 1,349 1,479 1 to 24 Intangible assets, net $ 4,975 $ 5,634 Below market lease contracts, net of accumulated amortization of $3,063 and $2,859 $ 2,525 $ 2,729 1 to 24 The amortization of above and below market lease contracts is recognized in Rental income. Above market lease values are amortized over the remaining terms of the underlying leases, and below market lease values are amortized over the initial terms plus the terms of any below market renewal options of the underlying leases. The lease in place intangible is reflected in Depreciation and amortization expenses and amortized over the life of the related lease. Amortization expense on intangible assets was $150,000 for each of the three months ended March 31, 2017 and 2016. The estimated future amortization expense for the lease in place intangible asset for each of the next five years is as follows: remainder of 2017 - $400,000 ; 2018 - $300,000 ; 2019 - $100,000 ; 2020 - $100,000 ; 2021 - $100,000 and thereafter - $400,000 . |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments Otay project: In April 2016, through a HomeFed subsidiary, we formed a limited liability company, HomeFed Village III Master, LLC (“Village III Master”), to own and develop an approximate 450 acre community planned for 948 homes in the Otay Ranch General Plan Area of Chula Vista, California. We entered into an operating agreement with three builders as members of Village III Master. We made an initial non-cash capital contribution of $20,000,000 which represents the fair market value of the land we contributed to Village III Master after considering proceeds of $30,000,000 we received from the builders at closing, which represents the value of their capital contributions. The historical book value of the land we contributed to Village III Master is $15,150,000 , which represents a basis difference of $4,850,000 . The basis difference will be amortized as additional income for us as future real estate sales occur. 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 the Builder LLCs. Upon admittance of the three builders into their respective Builder LLCs, each of the three builders withdrew as members of Village III Master, which is now a wholly owned subsidiary of HomeFed Corporation. On January 5, 2017, we made an aggregate capital contribution valued at $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 mentioned above, and $2,250,000 of capitalizable land improvements made by the builders, 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. However, since two of our executive officers are members of the four-member management committee at each Builder LLC, designated to consider major decisions for that Builder LLC, we account for them under the equity method of accounting as of March 31, 2017. Our share of the income earned from the sales of built homes in any of these three Builder LLCs will be recorded as income from equity method investments. 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 and for the marketing costs of the Escaya community. Under the Builder LLCs, credit for capital contributions related to our infrastructure improvements is limited to $ 78,600,000 , and we are responsible for any costs in excess of this limit to complete the community infrastructure. The builders are responsible for the remaining construction and the selling of the 948 homes with funding guaranteed by their respective parent entities. We are contractually obligated to obtain infrastructure improvement bonds on behalf of each Builder LLC. See Note 12 for more information. Summarized financial information for our interest in the three Builder LLCs (in thousands): Financial Statement Carrying Amounts VIE March 31, 2017 Assets Liabilities Assets Builder LLCs $ 15,253 $ — $ 78,668 Brooklyn Renaissance Plaza and Hotel: We own a 61.25% membership interest in BRP Holding. Although we have a majority interest, we concluded that we do not have control but only have the ability to exercise significant influence on this investment. As such, we account for BRP Holding under the equity method of accounting. We also own a 25.8% membership interest in BRP Hotel, which we account for BRP Hotel under the equity method of accounting. 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, 2017 and December 31, 2016 , our equity method investments are comprised of the following (in thousands): Restated March 31, December 31, 2017 2016 BRP Holding $ 77,612 $ 74,972 BRP Hotel 23,133 24,020 Village III Master — 15,203 Builder LLCs 15,253 — Total $ 115,998 $ 114,195 Income (losses) from equity method investments includes the following for the three months ended March 31, 2017 and 2016 (in thousands): 2017 2016 BRP Holding $ 2,640 $ (3 ) BRP Hotel (887 ) (1,061 ) Total $ 1,753 $ (1,064 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Lines of Credit: In April 2015, we entered into a $15,000,000 revolving line of credit agreement. Loans outstanding under this line of credit bear interest at monthly LIBOR plus 2.6% and are secured by the Rampage property. The draw period expires on January 1, 2021, and the loan matures on January 1, 2035. There is also a $3,000,000 operational line of credit available which is secured by the Rampage property’s crops and matures on January 1, 2018. As of April 27, 2017, no amounts have been drawn under either line of credit. Senior Notes: On June 30, 2015, we issued $125,000,000 principal amount of 6.5% Senior Notes due 2018 (the “Notes”) in a private placement. The Notes were issued at 99% of principal amount and bear interest at a rate of 6.5%, payable semi-annually in arrears on January 1 and July 1 of each year. The Notes are fully and unconditionally guaranteed by our wholly-owned domestic subsidiaries (the "Guarantors") and any of our future domestic wholly-owned subsidiaries, and mature on June 30, 2018. The Notes are senior unsecured obligations and the guarantees are the senior unsecured obligations of the Guarantors. The indenture governing the Notes contains covenants that, among other things, limit our and certain of our subsidiaries’ ability to incur, issue, assume or guarantee certain indebtedness subject to exceptions (including allowing us to borrow up to $15,000,000 under our Rampage Vineyard revolving facility and another $35,000,000 of indebtedness collateralized by our other assets), issue shares of disqualified or preferred stock, pay dividends on equity, buyback our common shares or consummate certain asset sales or affiliate transactions. Additionally, certain customary events of default may result in an acceleration of the maturity of the Notes. At March 31, 2017 , we are in compliance with all debt covenants. On January 27, 2017, we entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture dated as of June 30, 2015 (as supplemented from time to time, the “Indenture”) among the Company, certain guarantors party thereto and Wilmington Trust, National Association as trustee (the “Trustee”) pursuant to which the Company had issued its Notes. The Supplemental Indenture amends and waives certain provisions in the Indenture to, among other things, permit certain financing transactions in connection with the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Service pursuant to the Immigration and Nationality Act ("EB-5 Program") (the “Financing Transactions”) for the project involving infrastructure improvements at Otay Ranch Village 3 North subject to certain restrictions and limitations set forth in the Supplemental Indenture. Such amendments and waivers include amendments to certain negative covenants to permit the incurrence of indebtedness pursuant to the Financing Transactions and subject to certain restrictions in the Supplemental Indenture and to release guarantees by certain specified subsidiaries that are not Significant Subsidiaries (as defined in the Indenture). Holders of a majority in aggregate principal amount of the outstanding Notes consented to the amendments and waivers set forth in the Supplemental Indenture. The Supplemental Indenture became effective upon execution. The Notes are currently redeemable at our option, in whole or in part, at any time, at a redemption price equal to 100% of the principal amount outstanding and any accrued and unpaid interest. Upon the occurrence of a Change of Control (as defined in the indenture), we must make an offer to purchase all of the Notes at a price in cash equal to 101% of the aggregate principal amount outstanding plus any accrued and unpaid interest. In addition, we are required to use the net proceeds of certain asset sales to offer to purchase the Notes at a price equal to 100% of the aggregate principal amount outstanding plus accrued and unpaid interest as of the date fixed for the closing of such asset sale offer. Accordingly, we have made the following repurchases: Date of Repurchase Principal Repurchased Approximate Interest Payment Associated with Repurchase December 15, 2016 $4,162,000 $120,000 November 15, 2016 $9,176,000 $220,000 September 27, 2016 $625,000 $10,000 January 28, 2016 $618,000 $3,000 October 20, 2015 $7,274,000 $146,000 After considering the repurchases, the remaining principal due under the Notes is $ 103,150,000 as of March 31, 2017. Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $1,950,000 and $ 2,200,000 for the three months ended March 31, 2017 and 2016, respectively. The Notes are presented on the Balance Sheet net of issuance costs of $350,000 and $ 550,000 and debt discount of $400,000 and $ 500,000 at March 31, 2017 and December 31, 2016 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of December 31, 2016, we have an unrecognized tax benefit of approximately $4,300,000 which is reflected in Other liabilities resulting from a tax matter related to the Acquisition. During the three months ended March 31, 2017 , we increased the unrecognized tax benefit by approximately $400,000 related to this tax matter. The statute of limitations with respect to the Company’s federal income tax returns has expired for all years through 2012, and with respect to California state income tax returns through 2011. We are currently under examination by the Internal Revenue Service for the tax year ended 2014 and the state of California for the years ended 2014 to 2015. We do not expect that resolution of these examinations will have a significant effect on our consolidated financial position, but could have a significant impact on the consolidated results of operations for the period in which resolution occurs. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | Earnings (loss) Per Common Share Basic and diluted earnings (loss) per share amounts were calculated by dividing net income (loss) by the weighted average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings (loss) per share for the three months ended March 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Numerator – net income (loss) attributable to HomeFed Corporation common shareholders $ 232 $ (1,458 ) Denominator for basic earnings (loss) per share– weighted average shares 15,448 15,411 Stock options 5 — Denominator for diluted earnings (loss) per share– weighted average shares 15,453 15,411 If the effect of stock options were not antidilutive due to our loss, weighted average shares outstanding would have increased by 16,000 for the three months ended March 31, 2016 . |
Fair Value Information
Fair Value Information | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Financial Liabilities: Long-term debt (a) $ 102,355 $ 103,377 $ 102,084 $ 103,274 (a) The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period. For cash and cash equivalents, the carrying amounts of such financial instruments approximate their fair values. We did not invest in any derivatives or engage in any hedging activities. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On March 23, 2017, Ian M. Cumming resigned from the Board of Directors. To fill the vacancy, the Board of Directors elected Jimmy Hallac, who is a Managing Director for Leucadia, on March 28, 2017. Leucadia executives now hold three of the seven board of director positions. Our Chairman, Joseph S. Steinberg, is a significant stockholder of Leucadia and Chairman of Leucadia’s board, and one of our Directors, Brian P. Friedman, is the President and a director of Leucadia. Prior to Mr. Cumming's resignation, he sold 783,889 of our shares for $31,300,000 to Leucadia in a privately negotiated transaction during March 2017. Mr. Cumming was considered to be a “Related Person” under our related person 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 (the “Audit Committee”) considered the transaction and recommended to the Board the approval of the sales transaction, which was unanimously approved by the Board (with Mr. Cumming abstaining from the vote). In 2015, Mr. Steinberg, the chairman of our Board of Directors, 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 Notes with a value of $5 million , or four percent ( 4% ), of the principal amount of the Notes issued (such purchases, the “Affiliate Note Purchases”). Mr. Steinberg is and Mr. Cumming was considered to be a “Related Person” under our Policy at the time of the Affiliate Note Purchases. Accordingly, pursuant to and in accordance with the Policy and taking into account all relevant facts and circumstances, the independent Audit Committee of the Board (the “Audit Committee”) considered the Affiliate Note Purchases and approved, and recommended to the Board the approval of, the Affiliate Note Purchases, which were unanimously approved by the Board (with Messrs. Steinberg and Cumming abstaining from the vote). Pursuant to a Placement Agency Agreement, Jefferies acted as Placement Agent for the Notes. Jefferies is a wholly-owned subsidiary of Jefferies Group LLC, a wholly owned subsidiary of Leucadia. Leucadia is our affiliate and a “Related Person” under the Policy. Accordingly, pursuant to and in accordance with the Policy, the Audit Committee considered the Placement Agency Agreement and approved, and recommended to the Board the approval of, the Placement Agency Agreement, which was unanimously approved by the Board (with Mr. Friedman, Chairman of the Executive Committee of Jefferies Group LLC and Mr. Steinberg, abstaining from the vote). Pursuant to the Placement Agency Agreement, Jefferies received a fee equal to 50 basis points from the gross proceeds of the offering, received a fee equal to 50 basis points of the outstanding balance of the Notes on the first anniversary of the Issue Date and will receive a fee equal to 50 basis points of the outstanding balance on the second anniversary of the Issue Date provided that Notes are outstanding at such date. Additionally, we and each of the Guarantors has agreed to indemnify Jefferies against certain liabilities, including liabilities under the Securities Act, and to reimburse Jefferies all reasonable out-of-pocket expenses incurred in connection with any action or claim for which indemnification has or is reasonably likely to be sought by Jefferies. Builder LLCs: Two of our executive officers are members of the four -member management committee at each Builder LLC and are designated to consider major decisions for each of the three Builder LLCs. Each Builder LLC appointed two members to the management committee, which is controlled jointly by us and the respective builder. HomeFed is contractually obligated to obtain infrastructure improvement bonds on behalf of the Builder LLCs. See Note 12 for more information. HomeFed may also be responsible for the funding of the real estate improvement costs for the infrastructure of the development if our subsidiary that invested in each Builder LLC fails to do so. Brooklyn Renaissance Plaza: As more fully discussed in the 2016 10-K, BRP Leasing holds a master lease at BRP Holding and subleases the office space to multiple tenants. Future minimum annual rental expense (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) that BRP Leasing is obligated to pay to BRP Holding for office space is as follows at March 31, 2017 (in thousands): Remainder of 2017 $ 5,671 2018 6,301 $ 11,972 In the aggregate, substantially all of the office space has been sublet for amounts in excess of BRP Leasing’s contractual commitment in the underlying lease. Leucadia: Pursuant to an administrative services agreement, Leucadia provides us certain administrative and accounting services, including providing the services of our Secretary. Administrative services fee expenses were $45,000 for each of the three months ended March 31, 2017 and 2016 . The administrative services agreement automatically renews for successive annual periods unless terminated in accordance with its terms. We sublease office space to Leucadia under a sublease agreement until October 2018 . Amounts reflected in other income pursuant to this agreement were $3,000 for each of the three months ended March 31, 2017 and 2016 . Leucadia is contractually obligated to obtain infrastructure improvement bonds on behalf of the San Elijo Hills project. See Note 12 for more information. |
Interest And Other Income
Interest And Other Income | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Interest And Other Income | Interest and Other Income Interest and other income include interest income of $10,000 and $300,000 for the three months ended March 31, 2017 and 2016 , respectively. For the three months ended March 31, 2016, interest and other income includes a $1,000,000 recovery in January 2016 from the judgment against certain defendants in the Flat Rock litigation. See Note 12 for more information on this legal matter. |
Real Estate Sales Activity
Real Estate Sales Activity | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate Sales Activity [Abstract] | |
Real Estate Sales Activity | Real Estate Sales Activity 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 $600,000 plus $100,000 per multi-family unit that the buyer is able to entitle, currently anticipated to be 12 multi-family units. Closing of the third phase of the Towncenter is subject to entitlement approvals by the City of San Marcos and closing is expected to occur in the second half of 2017. There were no sales at the San Elijo Hills project during the three month period ended March 31, 2016 . During June 2015, we entered into an agreement with a local San Diego based luxury homebuilder to construct and sell on our behalf, for a fee, up to 58 homes at the San Elijo Hills project. We received a $500,000 deposit during the third quarter of 2015 which is reflected in Other liabilities. This deposit is a builder performance deposit that will be fully refundable to the builder after the builder performs all of its requirements under the agreement. As of April 27, 2017, we have entered into agreements to sell thirteen single family homes at the San Elijo Hills project under this agreement for aggregate cash proceeds of $ 18,350,000 . Home closings are anticipated to begin during the second quarter of 2017. Ashville Park project: There were no sales at the Ashville Park project during the three months ended March 31, 2017 and 2016 . 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, 2017 and 2016 , we closed on sales of real estate at The Market Common as follows: 2017 2016 Number of units sold Cash Proceeds Number of units sold Cash Proceeds Single family lots 16 $ 710,000 11 $ 550,000 Multi-family lots — — 5 150,000 Profit sharing agreements N/A 350,000 N/A 300,000 As of April 27, 2017, we have entered into an agreement to sell 46 single family lots for $2,300,000 and 78 multi-family lots for $1,250,000 at The Market Common to a homebuilder. A non-refundable option deposit of $25,000 was transferred from Leucadia to us as part of the Acquisition. SweetBay project: We sold 19 single family homes for $6,350,000 during the first quarter of 2017. Cost of sales of real estate was $6,200,000 for the first quarter of 2017. There were no sales at the SweetBay project during the three month period ended March 31, 2016 . During May 2015, we signed an agreement with a local builder to construct and sell on our behalf, for a fee, up to 127 homes at the SweetBay project. As of April 27, 2017, we have entered into agreements to sell 38 single family homes at the SweetBay project under this agreement for aggregate cash proceeds of $12,500,000 which are expected to close in 2017. |
Real Estate Acquisitions
Real Estate Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate Acquisitions [Abstract] | |
Real Estate Acquisitions | Real Estate Acquisitions During August 2015, we agreed to purchase 67 acres of land for $5,000,000 located adjacent to our Ashville Park project with the intention to entitle an additional 67 single family lots into the project. We placed a $200,000 refundable deposit and submitted the plans to the City of Virginia Beach. The purchase is contingent upon approval of the 67 lot entitlement into our project by the City of Virginia Beach within 180 days from the effective date of the agreement for which the deadline has been extended to June 30, 2017. If approved, the remaining purchase price will be due on the earlier of (i) the first lot closing of the additional 67 lots added to the entitlements or (ii) December 31, 2018. In 2016, Pacific Gas & Electric ("PG&E"), an affiliate of the lessor 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 $17,900,000 as of March 31, 2017. If we are unable to obtain fee title to the property in a reasonable period of time, we may not develop the property and an impairment of the asset may be taken. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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. In April 2016, the school at the SweetBay project refinanced its $5,500,000 loan for which we had pledged 42 acres of land as collateral. The school increased the total loan to $8,100,000 . Additionally, we dedicated the school site land and building to the school and terminated their below market lease. We were also released from our 42 acres of land pledged as collateral. We retained a repurchase right in the event the school defaults on their loan. The loan is now only collateralized by the school cash flow and the real estate now owned by the school. For real estate development projects, we are generally required to obtain infrastructure improvement bonds at the beginning of construction work and warranty bonds upon completion of such improvements. These bonds are issued by surety companies to guarantee satisfactory completion of a project and provide funds primarily to a municipality in the event we are unable or unwilling to complete certain infrastructure improvements. As we develop the planned area and the municipality accepts the improvements, the bonds are released. Should the respective municipality or others draw on the bonds for any reason, certain of our subsidiaries would be obligated to pay. Specifically for the San Elijo Hills project, Leucadia is contractually obligated to obtain these bonds on behalf of the project pursuant to the terms of agreements entered into when the project was acquired by us. We are responsible for paying all third party fees related to obtaining the bonds. As of March 31, 2017 , the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $49,150,000 San Elijo Hills project 2,150,000 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, 2017 , $1,600,000 was in the escrow account and is classified as restricted cash. We agreed to indemnify Leucadia for certain lease obligations of BRP Leasing that were assumed from a former subsidiary of Leucadia that was sold to a third party prior to the Acquisition. The former subsidiary of Leucadia remains the primary obligor under the lease obligations and Leucadia agreed to indemnify the third party buyer. The primary lease expires in 2018 and the aggregate amount of lease obligations as of March 31, 2017 was approximately $18,000,000 , which includes approximately $6,000,000 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. As more fully discussed in the Annual Report on Form 10-K for the year ended December 31, 2013, upon receipt of required approvals, we commenced remediation activities on approximately 30 acres of undeveloped land owned by Flat Rock Land Company, LLC (“Flat Rock”), a subsidiary of Otay. The remediation activities were completed in February 2013. We received final approval of the remediation from the County of San Diego Department of Environmental Health in June 2013. Otay and Flat Rock had commenced a lawsuit in California Superior Court seeking compensation from the parties who they believe are responsible for the contamination of the property. In February 2015, the court denied us any recovery. As a result, the defendants may be entitled to be reimbursed by us for their legal costs incurred, and we accordingly accrued $350,000 during the first quarter of 2016 as we believe that such loss is probable and reasonably estimable. In addition, the defendants are seeking to recover attorney’s fees in the amount of approximately $13,500,000 pursuant to an attorneys’ fee provision in Otay Land’s purchase agreement for the property. In August 2015, the court denied the defendants’ request for recovery of attorney fees. The defendants have appealed the ruling. Based on our evaluation of applicable law, we believe the claim for attorney’s fees is without merit and we intend to defend against this claim vigorously. We can give no assurances as to the ultimate outcome of this matter or that our appeal will be successful. During the course of the Otay and Flat Rock litigation, we settled with one of the peripheral defendants which settlement included a cash payment of $400,000 and an assignment of the settling defendant’s then pending lawsuit in California Superior Court for the County of Orange against several other co-defendants for the costs of the settling defendant’s defense fees and costs and indemnification for settlement monies paid in connection with the environmental cost recovery action. Otay and Flat Rock proceeded to prosecute that assigned action and obtained a judgment against some of the defendants in an amount in excess of $4,000,000 . In January 2016, we collected $1,000,000 of this judgment to settle the matter. However, other defendants prevailed on a defense resulting in a judgment against Otay and Flat Rock subjecting them to payment of the prevailing defendants’ litigation costs and attorneys’ fees. As a result, we paid $200,000 during the third quarter of 2015. |
Restricted Stock Units
Restricted Stock Units | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock Units | Restricted Stock Units On August 13, 2014, the Board of Directors adopted the RSU Opportunity Plan (the “RSU Plan”). An aggregate of 100,000 shares of Common Stock was authorized for issuance under the RSU Plan to our executive officers (the “Participants”). Participants were eligible for restricted stock unit (“RSU”) awards based on satisfaction of performance criteria established by the Board of Directors in 2014. The performance period under the RSU Plan ended on December 31, 2016. The Board of Directors evaluated the Participants' performance against the performance criteria and determined to award an aggregate of 75,000 RSUs to the Participants on March 15, 2017. Fifty percent of the RSU award will vest on December 31, 2017, and the remaining fifty percent of the RSU award will vest on December 31, 2018, provided that the executive officer has been continuously employed by the Company through the applicable vesting date. The RSU grant consists of two settlement features: (i) 45,000 RSUs will be settled with shares of common stock within 30 days of each vesting date. This component is classified as an equity award for accounting purposes. 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 $50,000 for the three months ended March 31, 2017 and (ii) 30,000 RSUs will be settled in cash based on the average closing price over a period of ten trading days immediately preceding the date of declaration which must occur within thirty days of the respective vesting date. This component is classified as a liability award for accounting purposes, 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 $30,000 for the three months ended March 31, 2017. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have three reportable segments—real estate, farming and corporate. Real estate operations consist of a variety of residential land development projects and commercial properties and other unimproved land, all in various stages of development. Real estate also includes 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. Farming operations consist of the Rampage property which includes an operating grape vineyard and an almond orchard under development. Corporate primarily consists of investment income and overhead expenses. Corporate amounts are not allocated to the operating units. Certain information concerning our segments for the three months ended March 31, 2017 and 2016 is presented in the following table. Restated 2017 2016 (in thousands) Revenues: Real estate $ 29,743 $ 7,887 Farming — — Corporate 3 3 Total consolidated revenues $ 29,746 $ 7,890 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 4,140 $ 763 Farming (1,052 ) (1,227 ) Corporate (2,595 ) (2,107 ) Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ 493 $ (2,571 ) Depreciation and amortization expenses: Real estate $ 851 $ 952 Farming 72 54 Corporate 14 11 Total consolidated depreciation and amortization expenses $ 937 $ 1,017 Identifiable assets employed: March 31, 2017 December 31, 2016 Real estate $ 522,482 $ 509,027 Farming 12,476 13,468 Corporate 51,794 55,718 Total consolidated assets $ 586,752 $ 578,213 Farming revenues are generally recognized during the second half of the year when the crop is harvested and sold. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting Developments | Accounting Developments- Accounting Standards to be Adopted in Future Periods In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance is effective for interim and annual periods beginning after December 15, 2017. We intend to adopt the new guidance with a cumulative-effect adjustment to opening retained earnings. We do not expect this guidance will have any impact on our farming revenues, and our evaluation of the impact this new guidance will have on our revenue sources in our consolidated financial statements is ongoing. In January 2016, the FASB issued new guidance that affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact of the new guidance related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The FASB requires the recognition of lease assets and lease liabilities on the statement of financial condition. The guidance is effective for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. In November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. Accounting Developments- Adopted Accounting Standards Beginning January 1, 2017, we adopted the FASB's new guidance that simplifies and improves accounting for share-based payments. The amendments include the recognition of all excess tax benefits and tax deficiencies as income tax expense or benefit in the statement of operations and changes to the timing of recognition of excess tax benefits, the accounting for forfeitures and classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption of this guidance did not have a significant impact on our consolidated financial statements. We elected to account for forfeitures as they occur. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Prior Period Adjustments | The table below reconciles the effects of the adjustments to the previously reported Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 including the related tax effects (in thousands): March 31, 2017 December 31, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Balance Sheets Contract assets $ — $ — $ — $ — $ 5,951 $ 5,951 Equity method investments 117,936 (1,938 ) 115,998 127,379 (13,184 ) 114,195 Net deferred tax asset 35,080 3,120 38,200 34,742 3,114 37,856 Total assets 585,570 1,182 586,752 582,332 (4,119 ) 578,213 Contract liabilities — 5,295 5,295 — — — Total liabilities 134,022 5,295 139,317 131,158 — 131,158 Accumulated deficit (154,785 ) (4,113 ) (158,898 ) (155,011 ) (4,119 ) (159,130 ) Total HomeFed Corporation common shareholders' equity 444,473 (4,113 ) 440,360 444,176 (4,119 ) 440,057 Total equity 451,548 (4,113 ) 447,435 451,174 (4,119 ) 447,055 The following table reconciles the effects of the adjustments to the previously reported Consolidated Statement of Income for the three month period ended March 31, 2017 (in thousands, except per share amounts): For the three months ended March 31, 2017 Previously Reported Adjustment As Restated Consolidated Statements of Income Contract service revenues $ — $ 8,754 $ 8,754 Total revenues 20,992 8,754 29,746 Contract service expenses — 8,754 8,754 Total expenses 22,350 8,754 31,104 Income tax (expense) benefit (190 ) 6 (184 ) Net income 303 6 309 Net income attributable to HomeFed 226 6 232 Basic and diluted earnings (loss) per common share attributable to HomeFed Corporation common shareholders 0.01 0.01 0.02 The following table reconciles the effects of the adjustments to the previously reported Consolidated Statement of Cash flow for the three month period ended March 31, 2017 (in thousands): For the three months ended March 31, 2017 Previously Reported Adjustment As Restated Consolidated Statements of Cash Flow Net income $ 303 $ 6 $ 309 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Benefit for deferred income taxes (338 ) (6 ) (344 ) Changes in operating assets and liabilities: Contract assets — 11,246 11,246 Net cash provided by (used for) operating activities (1,845 ) 11,246 9,401 Cash flows investing activities: Investment in equity method investments (8,804 ) 8,754 (50 ) Capital distributions from equity method investments 20,000 (20,000 ) — Net cash provided by (used for) investing activities 11,196 (11,246 ) (50 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | A summary of intangible assets is as follows (in thousands): March 31, 2017 December 31, 2016 Amortization (in years) Above market lease contracts, net of accumulated amortization of $7,248 and $6,719 $ 3,626 $ 4,155 1 to 24 Lease in place value, net of accumulated amortization of $2,736 and $2,606 1,349 1,479 1 to 24 Intangible assets, net $ 4,975 $ 5,634 Below market lease contracts, net of accumulated amortization of $3,063 and $2,859 $ 2,525 $ 2,729 1 to 24 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | Summarized financial information for our interest in the three Builder LLCs (in thousands): Financial Statement Carrying Amounts VIE March 31, 2017 Assets Liabilities Assets Builder LLCs $ 15,253 $ — $ 78,668 At March 31, 2017 and December 31, 2016 , our equity method investments are comprised of the following (in thousands): Restated March 31, December 31, 2017 2016 BRP Holding $ 77,612 $ 74,972 BRP Hotel 23,133 24,020 Village III Master — 15,203 Builder LLCs 15,253 — Total $ 115,998 $ 114,195 |
Schedule of Income (Loss) Related to Equity Investment | Income (losses) from equity method investments includes the following for the three months ended March 31, 2017 and 2016 (in thousands): 2017 2016 BRP Holding $ 2,640 $ (3 ) BRP Hotel (887 ) (1,061 ) Total $ 1,753 $ (1,064 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Repurchases | Accordingly, we have made the following repurchases: Date of Repurchase Principal Repurchased Approximate Interest Payment Associated with Repurchase December 15, 2016 $4,162,000 $120,000 November 15, 2016 $9,176,000 $220,000 September 27, 2016 $625,000 $10,000 January 28, 2016 $618,000 $3,000 October 20, 2015 $7,274,000 $146,000 |
Earnings (Loss) Per Common Sh27
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of numerator and denominator for loss per common share | The numerators and denominators used to calculate basic and diluted earnings (loss) per share for the three months ended March 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Numerator – net income (loss) attributable to HomeFed Corporation common shareholders $ 232 $ (1,458 ) Denominator for basic earnings (loss) per share– weighted average shares 15,448 15,411 Stock options 5 — Denominator for diluted earnings (loss) per share– weighted average shares 15,453 15,411 |
Fair Value Information (Tables)
Fair Value Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amounts and estimated fair values | The carrying amounts and estimated fair values of our principal financial instruments that are not recognized on a recurring basis are as follows (in thousands): March 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Financial Liabilities: Long-term debt (a) $ 102,355 $ 103,377 $ 102,084 $ 103,274 (a) The fair value of the long-term debt was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of future minimum annual rental expense | Future minimum annual rental expense (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges) that BRP Leasing is obligated to pay to BRP Holding for office space is as follows at March 31, 2017 (in thousands): Remainder of 2017 $ 5,671 2018 6,301 $ 11,972 |
Real Estate Sales Activity (Tab
Real Estate Sales Activity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate Sales Activity [Abstract] | |
Schedule of real estate sales activity | For the three months ended March 31, 2017 and 2016 , we closed on sales of real estate at The Market Common as follows: 2017 2016 Number of units sold Cash Proceeds Number of units sold Cash Proceeds Single family lots 16 $ 710,000 11 $ 550,000 Multi-family lots — — 5 150,000 Profit sharing agreements N/A 350,000 N/A 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of outstanding bonds | As of March 31, 2017 , the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $49,150,000 San Elijo Hills project 2,150,000 Ashville Park project 800,000 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Certain information concerning our segments for the three months ended March 31, 2017 and 2016 is presented in the following table. Restated 2017 2016 (in thousands) Revenues: Real estate $ 29,743 $ 7,887 Farming — — Corporate 3 3 Total consolidated revenues $ 29,746 $ 7,890 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 4,140 $ 763 Farming (1,052 ) (1,227 ) Corporate (2,595 ) (2,107 ) Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ 493 $ (2,571 ) Depreciation and amortization expenses: Real estate $ 851 $ 952 Farming 72 54 Corporate 14 11 Total consolidated depreciation and amortization expenses $ 937 $ 1,017 Identifiable assets employed: March 31, 2017 December 31, 2016 Real estate $ 522,482 $ 509,027 Farming 12,476 13,468 Corporate 51,794 55,718 Total consolidated assets $ 586,752 $ 578,213 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Real Estate Properties [Line Items] | |||
Cost of sales | $ 12,502,000 | $ 965,000 | |
Other comprehensive income | $ 0 | $ 0 | |
Construction and development costs, maximum receivable | $ 78,600,000 | ||
Otay Ranch | |||
Real Estate Properties [Line Items] | |||
Proceeds from sale of real estate | 30,000,000 | ||
Cost of sales | $ 22,800,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Prior Period Adjustments) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Balance Sheets | ||||
Contract assets | $ 0 | $ 5,951 | ||
Equity method investments | 115,998 | 114,195 | ||
Net deferred tax asset | 38,200 | 37,856 | ||
Total assets | 586,752 | 578,213 | ||
Contract liabilities | 5,295 | 0 | ||
Liabilities | 139,317 | 131,158 | ||
Accumulated deficit | (158,898) | (159,130) | ||
Total HomeFed Corporation common shareholders' equity | 440,360 | 440,057 | ||
Total equity | 447,435 | $ 415,127 | 447,055 | $ 416,400 |
Consolidated Statements of Income | ||||
Contract service revenues | 8,754 | 0 | ||
Total revenues | 29,746 | 7,890 | ||
Contract service expenses | 8,754 | 0 | ||
Total expenses | 31,104 | 10,759 | ||
Income tax (expense) benefit | (184) | 1,110 | ||
Net loss - restated | 309 | (1,461) | ||
Net income attributable to HomeFed Corporation common shareholders | $ 232 | $ (1,458) | ||
Basic and diluted loss per common share attributable to HomeFed Corporation common shareholders (USD per share) | $ 0.02 | $ (0.09) | ||
Consolidated Statements of Cash Flow | ||||
Benefit for deferred income taxes | $ (344) | |||
Contract assets/liabilities | 11,246 | $ 0 | ||
Net cash used for operating activities | 9,401 | (11,397) | ||
Investments in equity method investments | (50) | (22) | ||
Capital distributions from equity method investments | 0 | |||
Net cash provided by (used for) investing activities | (50) | $ (22) | ||
Previously Reported | ||||
Consolidated Balance Sheets | ||||
Contract assets | 0 | 0 | ||
Equity method investments | 117,936 | 127,379 | ||
Net deferred tax asset | 35,080 | 34,742 | ||
Total assets | 585,570 | 582,332 | ||
Contract liabilities | 0 | 0 | ||
Liabilities | 134,022 | 131,158 | ||
Accumulated deficit | (154,785) | (155,011) | ||
Total HomeFed Corporation common shareholders' equity | 444,473 | 444,176 | ||
Total equity | 451,548 | 451,174 | ||
Consolidated Statements of Income | ||||
Contract service revenues | 0 | |||
Total revenues | 20,992 | |||
Contract service expenses | 0 | |||
Total expenses | 22,350 | |||
Income tax (expense) benefit | (190) | |||
Net loss - restated | 303 | |||
Net income attributable to HomeFed Corporation common shareholders | $ 226 | |||
Basic and diluted loss per common share attributable to HomeFed Corporation common shareholders (USD per share) | $ 0.01 | |||
Consolidated Statements of Cash Flow | ||||
Benefit for deferred income taxes | $ (338) | |||
Contract assets/liabilities | 0 | |||
Net cash used for operating activities | (1,845) | |||
Investments in equity method investments | (8,804) | |||
Capital distributions from equity method investments | 20,000 | |||
Net cash provided by (used for) investing activities | 11,196 | |||
Adjustment | ||||
Consolidated Balance Sheets | ||||
Contract assets | 0 | 5,951 | ||
Equity method investments | (1,938) | (13,184) | ||
Net deferred tax asset | 3,120 | 3,114 | ||
Total assets | 1,182 | (4,119) | ||
Contract liabilities | 5,295 | 0 | ||
Liabilities | 5,295 | 0 | ||
Accumulated deficit | (4,113) | (4,119) | ||
Total HomeFed Corporation common shareholders' equity | (4,113) | (4,119) | ||
Total equity | (4,113) | $ (4,119) | ||
Consolidated Statements of Income | ||||
Contract service revenues | 8,754 | |||
Total revenues | 8,754 | |||
Contract service expenses | 8,754 | |||
Total expenses | 8,754 | |||
Income tax (expense) benefit | 6 | |||
Net loss - restated | 6 | |||
Net income attributable to HomeFed Corporation common shareholders | $ 6 | |||
Basic and diluted loss per common share attributable to HomeFed Corporation common shareholders (USD per share) | $ 0.01 | |||
Consolidated Statements of Cash Flow | ||||
Benefit for deferred income taxes | $ (6) | |||
Contract assets/liabilities | 11,246 | |||
Net cash used for operating activities | 11,246 | |||
Investments in equity method investments | 8,754 | |||
Capital distributions from equity method investments | (20,000) | |||
Net cash provided by (used for) investing activities | $ (11,246) |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 4,975 | $ 5,634 |
Below market lease contracts | 2,525 | 2,729 |
Below market lease contracts, accumulated amortization | $ 3,063 | 2,859 |
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 | $ 3,626 | 4,155 |
Intangible assets, accumulated amortization | $ 7,248 | 6,719 |
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 | $ 1,349 | 1,479 |
Intangible assets, accumulated amortization | $ 2,736 | $ 2,606 |
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 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Stock issued during period related to an acquisitions (in shares) | 7.5 | ||
Amortization expense | $ 150 | $ 150 | |
Future amortization expense, intangible assets, remainder of 2017 | 400 | ||
Future amortization expense, intangible assets, 2018 | 300 | ||
Future amortization expense, intangible assets, 2019 | 100 | ||
Future amortization expense, intangible assets, 2020 | 100 | ||
Future amortization expense, intangible assets, 2021 | 100 | ||
Future amortization expense, intangible assets, thereafter | $ 400 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) | Jan. 05, 2017USD ($) | Jan. 31, 2017USD ($)abuilderhome | Apr. 30, 2016USD ($)abuilderhome | Mar. 31, 2017 |
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 Ranch | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Area of land (in acres) | a | 450 | 450 | ||
Number of planned homes (in homes) | home | 948 | 948 | ||
Number of builders | builder | 3 | 3 | ||
Contributed value of unimproved land | $ 20,000,000 | |||
Contributed value of infrastructure improvements | $ 13,200,000 | |||
Market value of land contributed as an investment in lieu of cash | $ 20,000,000 | |||
Proceeds from sale of real estate | 30,000,000 | |||
Land | 15,150,000 | |||
Land, difference in basis | $ 4,850,000 | |||
Credit for capital contributions | $ 78,600,000 | |||
Land improvements | 2,250,000 | |||
Builder LLCs | Otay Ranch | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire and develop real estate | $ 20,000,000 |
Equity Method Investments (Sche
Equity Method Investments (Schedule of Equity Method Investments) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 115,998 | $ 114,195 |
Builder LLCs | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 15,253 | |
Liabilities | 0 | |
VIE, Assets | 78,668 | |
Equity method investments | 15,253 | 0 |
BRP Holding | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 77,612 | 74,972 |
BRP Hotel | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 23,133 | 24,020 |
Village III Master | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 0 | $ 15,203 |
Equity Method Investments (Sc39
Equity Method Investments (Schedule of Income (Loss) Related to Equity Investment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Income (losses) from equity method investments | $ 1,753 | $ (1,064) |
BRP Holding | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (losses) from equity method investments | 2,640 | (3) |
BRP Hotel | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (losses) from equity method investments | $ (887) | $ (1,061) |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Jun. 29, 2015 | Apr. 30, 2015 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||||||
Long-term notes payable | $ 103,150,000 | ||||||
Capitalized interest on real estate held for development | 1,950,000 | $ 2,200,000 | |||||
Debt issuance costs | 350,000 | $ 550,000 | |||||
Debt discount | $ 400,000 | $ 500,000 | |||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Amount allowed to borrow under debt covenants | $ 35,000,000 | ||||||
6.5 % Senior Notes due 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Amount allowed to borrow under debt covenants | $ 125,000,000 | ||||||
Interest rate | 6.50% | ||||||
Redemption price percentage | 99.00% | 100.00% | |||||
Redemption price percentage after change of control | 101.00% | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility | $ 15,000,000 | $ 15,000,000 | |||||
Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate | 2.60% | ||||||
Operational Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility | $ 3,000,000 |
Debt Schedule of Debt Repurchas
Debt Schedule of Debt Repurchases (Details) - USD ($) $ in Thousands | Dec. 15, 2016 | Nov. 15, 2016 | Sep. 27, 2016 | Jan. 28, 2016 | Oct. 20, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Disclosure [Abstract] | |||||||
Principal Repurchased | $ 4,162 | $ 9,176 | $ 625 | $ 618 | $ 7,274 | $ 0 | $ 618 |
Approximate Interest Payment Associated with Repurchase | $ 120 | $ 220 | $ 10 | $ 3 | $ 146 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 4.3 | |
Increase in unrecognized tax benefits | $ 0.4 |
Earnings (Loss) Per Common Sh43
Earnings (Loss) Per Common Share (Schedule of Calculation of Numerator and Denominator For Loss Per Common Share) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Numerator – net income (loss) attributable to HomeFed Corporation common shareholders | $ 232 | $ (1,458) |
Denominator for diluted loss per share– weighted average shares (in shares) | 15,448 | 15,411 |
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 5 | 0 |
Denominator for basic loss per share– weighted average shares (in shares) | 15,453 | 15,411 |
Earnings (Loss) Per Common Sh44
Earnings (Loss) Per Common Share (Narrative) (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2016shares | |
Earnings Per Share [Abstract] | |
Antidilutive outstanding options excluded from the computation of earnings per share (in shares) | 16 |
Fair Value Information (Details
Fair Value Information (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [1] | $ 102,355 | $ 102,084 |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | [1] | $ 103,377 | $ 103,274 |
[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. |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)employeedirectorsshares | Mar. 31, 2017USD ($)employeedirectors | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||
Number of board of directors | directors | 7 | 7 | ||
Administrative services fee expenses | $ 45,000 | $ 45,000 | ||
Rental income | $ 5,932,000 | 5,883,000 | ||
Director | ||||
Related Party Transaction [Line Items] | ||||
Value of note outstanding purchased by related party | $ 5,000,000 | |||
Percentage of note outstanding purchased by related party | 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% | |||
Builder LLCs | ||||
Related Party Transaction [Line Items] | ||||
Members of management committee | employee | 4 | 4 | ||
Employee | Builder LLCs | ||||
Related Party Transaction [Line Items] | ||||
Members of management committee | employee | 2 | 2 | ||
Leucadia | ||||
Related Party Transaction [Line Items] | ||||
Number of board of directors | directors | 3 | 3 | ||
Expiration of sublease to Leucadia | Oct. 1, 2018 | |||
Rental income | $ 3,000 | $ 3,000 | ||
Leucadia | 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 | $ 31,300,000 |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Future Minimum Annual Rental Expense) (Details) - BRP Holding $ in Thousands | Mar. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |
Remainder of 2017 | $ 5,671 |
2,018 | 6,301 |
Total | $ 11,972 |
Interest and Other Income (Deta
Interest and Other Income (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Real Estate Properties [Line Items] | |||
Interest income | $ 10,000 | $ 300,000 | |
Otay Ranch And Flat Rock | |||
Real Estate Properties [Line Items] | |||
Recovery of judgment, amount | $ 1,000,000 | $ 1,000,000 |
Real Estate Sales Activity (Nar
Real Estate Sales Activity (Narrative) (Details) | Apr. 30, 2017USD ($)home | Apr. 27, 2017USD ($)propertyhome | Jun. 30, 2015property | May 31, 2015property | Mar. 31, 2017USD ($)aft²propertyhome | Mar. 31, 2016USD ($)property | Sep. 30, 2015USD ($) | Aug. 31, 2015a |
Real Estate Properties [Line Items] | ||||||||
Cost of sales of real estate | $ 12,502,000 | $ 965,000 | ||||||
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 | $ 600,000 | |||||||
Area of land (in acres) | a | 2.5 | |||||||
Towncenter - Phase 3 | Multi-family lots | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of units in real estate property (in properties) | home | 12 | |||||||
Sales of real estate | $ 100,000 | |||||||
San Elijo Hills project | ||||||||
Real Estate Properties [Line Items] | ||||||||
Cash proceeds | 0 | |||||||
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] | ||||||||
Area of real estate property (in acres) | a | 67 | |||||||
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 | 16 | 11 | ||||||
The Market Common | Multi-family lots | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of units in real estate property (in properties) | property | 0 | 5 | ||||||
SweetBay Project | ||||||||
Real Estate Properties [Line Items] | ||||||||
Cash proceeds | $ 6,350,000 | $ 0 | ||||||
Number of real estate properties contracted to construct and sell (in properties) | property | 127 | |||||||
Cost of sales of real estate | $ 6,200,000 | |||||||
SweetBay Project | Single family lots | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of units in real estate property (in properties) | home | 19 | |||||||
Subsequent Event | San Elijo Hills project | ||||||||
Real Estate Properties [Line Items] | ||||||||
Cash proceeds | $ 18,350,000 | |||||||
Number of real estate properties contracted to sell | home | 13 | |||||||
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 | 46 | |||||||
Sales price of real estate lots contracted to sell | $ 2,300,000 | |||||||
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 | 78 | |||||||
Sales price of real estate lots contracted to sell | $ 1,250,000 | |||||||
Scenario, Forecast | SweetBay Project | ||||||||
Real Estate Properties [Line Items] | ||||||||
Cash proceeds | $ 12,500,000 | |||||||
Scenario, Forecast | SweetBay Project | Single family lots | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of real estate lots agreed to sell (in properties) | home | 38 |
Real Estate Sales Activity (Sch
Real Estate Sales Activity (Schedule Of Real Estate Sales Activity) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)property | Mar. 31, 2016USD ($)property | |
Real Estate Properties [Line Items] | ||
Sales of real estate | $ 14,950 | $ 1,893 |
Single family lots | The Market Common | ||
Real Estate Properties [Line Items] | ||
Number of units in real estate property (in properties) | property | 16 | 11 |
Sales of real estate | $ 710 | $ 550 |
Multi-family lots | The Market Common | ||
Real Estate Properties [Line Items] | ||
Number of units in real estate property (in properties) | property | 0 | 5 |
Sales of real estate | $ 0 | $ 150 |
Profit sharing agreements | The Market Common | ||
Real Estate Properties [Line Items] | ||
Sales of real estate | $ 350 | $ 300 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) | 1 Months Ended | |
Aug. 31, 2015USD ($)aproperty | Mar. 31, 2017USD ($) | |
Ashville Park project | ||
Real Estate Properties [Line Items] | ||
Area of real estate property (in acres) | a | 67 | |
Cash used for the purchase of real estate | $ 5,000,000 | |
Number of real estate lots (in properties) | property | 67 | |
Refundable deposit on real estate | $ 200,000 | |
Pacho | ||
Real Estate Properties [Line Items] | ||
Land held for development | $ 17,900,000 |
Commitments and Contingencies52
Commitments and Contingencies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2016USD ($)a | Jan. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2013a | Dec. 31, 2016USD ($) | Apr. 29, 2016USD ($) | Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||||
Restricted cash | $ 2,860,000 | $ 2,672,000 | |||||||
Otay Ranch And Flat Rock | |||||||||
Business Acquisition [Line Items] | |||||||||
Recovery sought on purchase agreement | $ 4,000,000 | ||||||||
Settlement amount | $ 400,000 | ||||||||
Recovery of judgment, amount | $ 1,000,000 | $ 1,000,000 | |||||||
Cash paid to settle a lawsuit | $ 200,000 | ||||||||
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 | 1,600,000 | ||||||||
Amount of indemnification | 18,000,000 | ||||||||
Amount of indemnification in projected operating expenses and taxes | 6,000,000 | ||||||||
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 | ||||||||
SweetBay Project | |||||||||
Business Acquisition [Line Items] | |||||||||
Loan outstanding of school | $ 8,100,000 | $ 5,500,000 | |||||||
Area of land, pledged as collateral (in acres) | a | 42 | ||||||||
Area of land, released from collateral (in acres) | a | 42 |
Commitments and Contingencies53
Commitments and Contingencies (Schedule Of Outstanding Bonds) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Otay Land project | |
Amount of outstanding bonds | $ 49,150 |
San Elijo Hills project | |
Amount of outstanding bonds | 2,150 |
Ashville Park project | |
Amount of outstanding bonds | $ 800 |
Restricted Stock Units (Details
Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 15, 2017 | Mar. 31, 2017 | Aug. 13, 2014 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 100,000 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 75,000 | ||
Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Per share weighted average price of shares purchased (in dollars per share) | $ 44.20 | ||
Compensation cost | $ 0.1 | ||
Tranche One | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 45,000 | ||
Vesting percentage | 50.00% | ||
Award settlement period | 30 days | ||
Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | $ 0 | ||
Tranche Two | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 30,000 | ||
Vesting percentage | 50.00% | ||
Award settlement period | 10 days | ||
Award expiration period | 30 days |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 3 |
Segment Information (Schedule O
Segment Information (Schedule Of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | $ 29,746 | $ 7,890 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 493 | (2,571) | |
Total consolidated depreciation and amortization expenses | 937 | 1,017 | |
Total consolidated assets | 586,752 | $ 578,213 | |
Real estate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 29,743 | 7,887 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 4,140 | 763 | |
Total consolidated depreciation and amortization expenses | 851 | 952 | |
Total consolidated assets | 522,482 | 509,027 | |
Farming | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 0 | 0 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (1,052) | (1,227) | |
Total consolidated depreciation and amortization expenses | 72 | 54 | |
Total consolidated assets | 12,476 | 13,468 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total consolidated revenues | 3 | 3 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (2,595) | (2,107) | |
Total consolidated depreciation and amortization expenses | 14 | $ 11 | |
Total consolidated assets | $ 51,794 | $ 55,718 |