Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 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 | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 September 30, 2017 previously filed on November 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 nine month period ended September 30, 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 | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Real estate held for development | $ 310,705 | $ 297,665 |
Real estate held for investment, net | 38,315 | 42,536 |
Cash and cash equivalents | 35,382 | 53,140 |
Contract assets | 11,595 | 5,951 |
Restricted cash | 2,642 | 2,672 |
Equity method investments | 120,950 | 114,195 |
Accounts receivable, deposits and other assets | 23,013 | 18,564 |
Intangible assets, net | 3,660 | 5,634 |
Net deferred tax asset | 44,065 | 37,856 |
TOTAL | 590,327 | 578,213 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 24,746 | 13,438 |
Below market lease contract intangibles, net | 2,128 | 2,729 |
Non-refundable option payments | 255 | 25 |
Liability for environmental remediation | 1,452 | 1,455 |
Deferred revenue | 1,441 | 4,311 |
Income taxes payable | 0 | 1,338 |
Accrued interest payable | 38 | 0 |
Other liabilities | 2,389 | 5,778 |
Long-term debt, net | 97,483 | 102,084 |
Total liabilities | 129,932 | 131,158 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
EQUITY | ||
Common stock, $.01 par value; 25,000,000 shares authorized; 15,451,532 and 15,448,500 shares outstanding after deducting 397,377 and 395,409 shares held in treasury | 155 | 154 |
Additional paid-in capital | 599,865 | 599,033 |
Accumulated deficit | (144,746) | (159,130) |
Total HomeFed Corporation common shareholders' equity | 455,274 | 440,057 |
Noncontrolling interest | 5,121 | 6,998 |
Total equity | 460,395 | 447,055 |
TOTAL | $ 590,327 | $ 578,213 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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) | 15,451,532 | 15,448,500 |
Treasury stock, shares (in shares) | 397,377 | 395,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
REVENUES | ||||
Sales of real estate | $ 7,980 | $ 2,757 | $ 43,108 | $ 30,572 |
Contract service revenues | 8,584 | 4,121 | 25,644 | 6,986 |
Rental income | 5,877 | 5,812 | 18,166 | 17,518 |
Farming revenues | 3,411 | 4,427 | 3,411 | 4,427 |
Co-op Marketing and advertising fees | 157 | 194 | 394 | 504 |
Total revenue | 26,009 | 17,311 | 90,723 | 60,007 |
EXPENSES | ||||
Cost of sales | 7,609 | 1,442 | 38,359 | 26,236 |
Contract service expenses | 8,584 | 4,121 | 25,644 | 6,986 |
Rental operating expenses | 4,422 | 4,336 | 12,641 | 12,994 |
Farming expenses | 1,179 | 1,165 | 3,104 | 3,105 |
General and administrative expenses | 4,533 | 3,789 | 12,601 | 10,627 |
Depreciation and amortization | 927 | 941 | 2,779 | 2,919 |
Administrative services fees to Jefferies Financial Group Inc. | 45 | 45 | 135 | 135 |
Total expenses | 27,299 | 15,839 | 95,263 | 63,002 |
Income (loss) from operations before income (losses) from equity method investment | (1,290) | 1,472 | (4,540) | (2,995) |
Equity earnings (losses) of equity method investments | 2,278 | (292) | 6,688 | (1,629) |
Income (losses) from operations | 988 | 1,180 | 2,148 | (4,624) |
Interest and other income | 102 | 394 | 295 | 2,710 |
Income (losses) before income taxes and noncontrolling interest | 1,090 | 1,574 | 2,443 | (1,914) |
Income tax (provision) benefit | (619) | (281) | 12,014 | 33,275 |
Net income | 471 | 1,293 | 14,457 | 31,361 |
Net (income) loss attributable to the noncontrolling interest | (1) | 30 | (73) | 45 |
Net income attributable to HomeFed Corporation common shareholders | $ 470 | $ 1,323 | $ 14,384 | $ 31,406 |
Basic and diluted earnings per common share attributable to HomeFed Corporation common shareholders (in dollars per share) | $ 0.03 | $ 0.09 | $ 0.93 | $ 2.03 |
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 |
Beginning balance at Dec. 31, 2015 | $ 416,400 | $ 154 | $ 597,922 | $ (191,695) | $ 406,381 | $ 10,019 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) - restated | 31,361 | 31,406 | 31,406 | (45) | ||
Distributions to noncontrolling interests | (3,300) | (3,300) | ||||
Exercise of options to purchase common shares, including excess tax benefit | 1,036 | 1,036 | 1,036 | |||
Share-based compensation expense | 55 | 55 | 55 | |||
Ending balance at Sep. 30, 2016 | 445,552 | 154 | 599,013 | (160,289) | 438,878 | 6,674 |
Beginning balance at Dec. 31, 2016 | 447,055 | 154 | 599,033 | (159,130) | 440,057 | 6,998 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) - restated | 14,457 | 73 | ||||
Distributions to noncontrolling interests | (1,950) | (1,950) | ||||
Exercise of options to purchase common shares, including excess tax benefit | 23 | 1 | 22 | 23 | ||
Share-based compensation expense | 810 | 810 | 810 | |||
Ending balance at Sep. 30, 2017 | $ 460,395 | $ 155 | $ 599,865 | $ (144,746) | $ 455,274 | $ 5,121 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) - restated | $ 14,457 | $ 31,361 |
Adjustments to reconcile net income to net cash used for operating activities: | ||
(Income) losses from equity method investments | (6,688) | 1,629 |
Benefit for deferred income taxes | (6,209) | (35,038) |
Share-based compensation expense | 1,218 | 55 |
Excess tax benefit from exercise of options | 0 | (25) |
Depreciation and amortization of property, equipment and leasehold improvements | 384 | 383 |
Other amortization | 3,380 | 3,536 |
Amortization related to issuance costs and debt discount of Senior Notes | 0 | 886 |
Amortization related to investments | 0 | (821) |
Loss on extinguishment of debt | 331 | 0 |
Changes in operating assets and liabilities: | ||
Real estate, held for development | (5,210) | (2,420) |
Real estate, held for investment | 3,182 | (323) |
Contract assets/liabilities | (5,644) | 247 |
Restricted cash related to development activities | 30 | 3,758 |
Accounts receivable, deposits and other assets | (2,983) | (4,864) |
Deferred revenue | (2,870) | (1,266) |
Accrued interest payable | 38 | 1,893 |
Non-refundable option payments | 230 | 0 |
Accounts payable and accrued liabilities | 1,028 | 812 |
Liability for environmental remediation | (3) | (15) |
Income taxes payable | (4,646) | (2,679) |
Other liabilities | (3,797) | 148 |
Net cash used for operating activities | (13,772) | (2,743) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investments in equity method investments | (67) | (3,284) |
Capital distributions from equity method investments | 0 | 0 |
Net cash used for investing activities | (67) | (3,284) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of long-term debt | 100,000 | 0 |
Payment of debt issuance costs | (797) | (586) |
Distributions to noncontrolling interests | 0 | (3,300) |
Reduction of debt | (103,145) | (1,243) |
Exercise of options to purchase common shares | 23 | 1,011 |
Excess tax benefit from exercise of stock options | 0 | 25 |
Net cash used for financing activities | (3,919) | (4,093) |
Net decrease in cash and cash equivalents | (17,758) | (10,120) |
Cash and cash equivalents, beginning of period | 53,140 | 66,676 |
Cash and cash equivalents, end of period | 35,382 | 56,556 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes, net of tax refunds | 3,513 | 4,974 |
Cash paid for interest (net of amounts capitalized) | 0 | 0 |
Non-cash operating activities: | ||
Project development costs incurred that remain payable at end of period | 15,398 | 8,448 |
Non-cash investing activities: | ||
Land contributed as an investment in Village III Master | 0 | 15,150 |
Non-cash financing activities: | ||
Dividends declared but not paid yet | 1,950 | 0 |
Debt issuance costs incurred but not paid yet | $ 1,350 | $ 0 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2017 and 2016 related to 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 such it was determined that no profit would be recognized on the land sale for the three and nine months ended September 30, 2016. As development costs are incurred, revenue will be recognized at an amount equal to the costs incurred during the three and nine months ended September 30, 2017 and 2016. 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 and nine months ended September 30, 2017 and 2016 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 September 30, 2017 and December 31, 2016 including the related tax effects (in thousands): September 30, 2017 December 31, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Balance Sheets Contract assets $ — $ 11,595 $ 11,595 $ — $ 5,951 $ 5,951 Equity method investments 139,778 (18,828 ) 120,950 127,379 (13,184 ) 114,195 Net deferred tax asset 40,944 3,121 44,065 34,742 3,114 37,856 Total assets 594,439 (4,112 ) 590,327 582,332 (4,119 ) 578,213 Accumulated deficit (140,634 ) (4,112 ) (144,746 ) (155,011 ) (4,119 ) (159,130 ) Total HomeFed Corporation 459,386 (4,112 ) 455,274 444,176 (4,119 ) 440,057 Total equity 464,507 (4,112 ) 460,395 451,174 (4,119 ) 447,055 The following tables reconcile the effects of the adjustments to the previously reported Consolidated Statements of Income for the three and nine month periods ended September 30, 2017 and 2016 (in thousands, except per share amounts): For the three months ended September 30, 2017 For the nine months ended September 30, 2017 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Statements of Income Contract service revenues $ — $ 8,584 $ 8,584 $ — $ 25,644 $ 25,644 Total revenues 17,425 8,584 26,009 65,079 25,644 90,723 Contract service expenses — 8,584 8,584 — 25,644 25,644 Total expenses 18,715 8,584 27,299 69,619 25,644 95,263 Income tax (expense) benefit (619 ) — (619 ) 12,007 7 12,014 Net income 471 — 471 14,450 7 14,457 Net income attributable to 470 — 470 14,377 7 14,384 For the three months ended September 30, 2016 For the nine months ended September 30, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Statements of Income Sales of real estate $ 2,757 $ — $ 2,757 $ 37,805 $ (7,233 ) $ 30,572 Contract service revenues — 4,121 4,121 — 6,986 6,986 Total revenues 13,190 4,121 17,311 60,254 (247 ) 60,007 Contract service expenses — 4,121 4,121 — 6,986 6,986 Total expenses 11,718 4,121 15,839 56,016 6,986 63,002 Income (loss) before income 1,472 — 1,472 4,238 (7,233 ) (2,995 ) Income (loss) from operations 1,180 — 1,180 2,609 (7,233 ) (4,624 ) Income before income taxes and 1,574 — 1,574 5,319 (7,233 ) (1,914 ) Income tax (expense) benefit (364 ) 83 (281 ) 30,174 3,101 33,275 Net income 1,210 83 1,293 35,493 (4,132 ) 31,361 Net income attributable to 1,240 83 1,323 35,538 (4,132 ) 31,406 Basic and diluted earnings 0.08 0.01 0.09 2.30 (0.27 ) 2.03 The following table reconciles the effects of the adjustments to the previously reported Consolidated Statements of Cash flow for the nine month periods ended September 30, 2017 and 2016 (in thousands): For the nine months ended September 30, 2017 For the nine months ended September 30, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Statements of Cash Flow Net income $ 14,450 $ 7 $ 14,457 $ 35,493 $ (4,132 ) $ 31,361 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Benefit for deferred (6,202 ) (7 ) (6,209 ) (31,937 ) (3,101 ) (35,038 ) Changes in operating Contract assets — (5,644 ) (5,644 ) — 247 247 Net cash provided by (8,128 ) (5,644 ) (13,772 ) 4,243 (6,986 ) (2,743 ) Cash flows investing activities: Investment in equity (25,711 ) 25,644 (67 ) (10,270 ) 6,986 (3,284 ) Capital distributions from equity method investments 20,000 (20,000 ) — — — — Net cash provided by (5,711 ) 5,644 (67 ) (10,270 ) 6,986 (3,284 ) 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. Our impact of the evaluation of the new guidance is ongoing. We are currently evaluating our revenue streams and contracts with customers within each revenue stream. We have evaluated our contracts with our customers related to our farm revenues and do not expect this guidance will have a material impact on our grape revenues and may have a timing impact on when we recognize almond revenues but is not anticipated to be material. We expect that this guidance may impact the timing of revenue recognition related to certain of our land sales, home sales, profit participation agreements, and co-op marketing fees. In January 2016, the FASB issued new guidance that affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact of the new guidance related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The new guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term, along with additional qualitative and quantitative disclosures. Lessor accounting will remain substantially similar to current accounting guidance for leases. However, leasing costs that are currently eligible to be capitalized as initial direct costs will be immediately expensed under the new guidance. The guidance is effective for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. In November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for annual and interim periods beginning after December 15, 2017. We have evaluated the new guidance and believe it will not have a material effect on our consolidated financial statements. In May 2017, the FASB issued new guidance providing clarity and reducing diversity in practice and cost and complexity when accounting for a change to the terms or conditions of a share-based payment award. The guidance is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We have evaluated the new guidance and believe it will not have a material effect on our consolidated financial statements. Accounting Developments- Adopted Accounting Standards Beginning January 1, 2017, we adopted the FASB's new guidance that simplifies and improves accounting for share-based payments. The amendments include the recognition of all excess tax benefits and tax deficiencies as income tax expense or benefit in the statement of operations and changes to the timing of recognition of excess tax benefits, the accounting for forfeitures and classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption of this guidance did not have a significant impact on our consolidated financial statements. We elected to account for forfeitures as they occur. |
Intangibles, Net
Intangibles, Net | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, Net | 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, now known as Jefferies Financial Group Inc. ("Jefferies"), the membership interests in Brooklyn Renaissance Plaza ("BRP Holding") and Brooklyn Renaissance Hotel LLC ("BRP Hotel") and cash in exchange for 7.5 million of our common shares (the "Acquisition") during 2014. A summary of intangible assets is as follows (in thousands): September 30, 2017 December 31, 2016 Amortization (in years) Above market lease contracts, net of accumulated amortization of $8,305 and $6,719 $ 2,569 $ 4,155 1 to 24 Lease in place value, net of accumulated amortization of $2,994 and $2,606 1,091 1,479 1 to 24 Intangible assets, net $ 3,660 $ 5,634 Below market lease contracts, net of accumulated amortization of $3,460 and $2,859 $ 2,128 $ 2,729 1 to 24 The amortization of above and below market lease contracts is recognized in Rental income. Above market lease values are amortized over the remaining terms of the underlying leases, and below market lease values are amortized over the initial terms plus the terms of any below market renewal options of the underlying leases. The estimated future amortization expense recognized in Rental income for the above market lease intangible assets is as follows: remainder of 2017 - $550,000 ; 2018 - $1,700,000 ; 2019 - $50,000 ; 2020 - $50,000 ; 2021 - $50,000 and thereafter - $200,000 . The estimated future negative amortization expense recognized in Rental income for the below market lease intangible assets is as follows: remainder of 2017 - $(200,000) ; 2018 - $(550,000) ; 2019 - $(200,000) ; 2020 - $(200,000) ; 2021 - $(200,000) and thereafter - $(750,000) . The lease in place intangible is reflected in Depreciation and amortization expenses and amortized over the life of the related lease. The estimated future amortization expense for the lease in place intangible asset for each of the next five years is as follows: remainder of 2017 - $100,000 ; 2018 - $300,000 ; 2019 - $100,000 ; 2020 - $100,000 ; 2021 - $100,000 and thereafter - $400,000 . Amortization expense on lease in place intangible assets was $100,000 and $150,000 for the three months ended September 30, 2017 and 2016, respectively, and was $400,000 and $ 450,000 for the nine months ended September 30, 2017 and 2016, respectively. |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 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 992 homes in the Otay Ranch General Plan Area of Chula Vista, California. We entered into an operating agreement with three builders as members of Village III Master to build and sell 948 homes within the community. We made an initial non-cash capital contribution of $20,000,000 which represents the fair market value of the land we contributed to Village III Master after considering proceeds of $30,000,000 we received from the builders at closing, which represents the value of their capital contributions. The historical book value of the land we contributed to Village III Master is $15,150,000 , which represents a basis difference of $4,850,000 . The basis difference will be amortized as additional income for us as future real estate sales occur. 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 Village of Escaya. We formed three limited liability companies (each, a "Builder LLC") to own and develop 948 homes within Village of Escaya and entered into individual operating agreements with each of the three builders as members of each Builder LLC. Upon admittance of the three builders into their respective Builder LLC, each of the three builders withdrew as members of Village III Master, which is now a wholly owned subsidiary of HomeFed Corporation. On January 5, 2017, we made an aggregate capital contribution valued at $20,000,000 of unimproved land and $13,200,000 of completed infrastructure improvements to the three Builder LLCs, representing land and completed improvement value. In addition to the $30,000,000 contribution made by the builders, as 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 each Builder LLC under the equity method of accounting. Our share of the profit earned from the sales of built homes in any of the 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 Village of Escaya. 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 September 30, 2017 Assets Liabilities Assets Builder LLCs $ 14,896 $ — $ 125,143 Brooklyn Renaissance Plaza and Hotel: We own a 61.25% membership interest in BRP Holding. Although we have a majority interest, we concluded that we do not have control but only have the ability to exercise significant influence on this investment. As such, we account for BRP Holding under the equity method of accounting. We also own a 25.8% membership interest in BRP Hotel, which we account for under the equity method of accounting. Under the equity method of accounting, our share of the investee’s underlying net income or loss is recorded as income (loss) from equity method investments. The recognition of our share of the investees’ results takes into account any special rights or priorities of investors; accordingly, we employ the hypothetical liquidation at book value model to calculate our share of the investees’ profits or losses. Summarized financial information: At September 30, 2017 and December 31, 2016 , our equity method investments are comprised of the following (in thousands): Restated September 30, December 31, 2017 2016 BRP Holding $ 83,358 $ 74,972 BRP Hotel 22,696 24,020 Village III Master — 15,203 Builder LLCs 14,896 — Total $ 120,950 $ 114,195 Income (losses) from equity method investments includes the following for the three and nine months ended September 30, 2017 and 2016 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 BRP Holding $ 2,921 $ (186 ) $ 8,386 $ (591 ) BRP Hotel (343 ) (106 ) (1,324 ) (1,038 ) Builder LLCs (300 ) — (374 ) — Total $ 2,278 $ (292 ) $ 6,688 $ (1,629 ) The following table provides summarized data with respect to our significant equity method investments in BRP Holding and BRP Hotel for the nine months ended September 30, 2017 and 2016 (in thousands): For the Nine Months Ended September 30, 2017 2016 Total revenues $ 90,267 $ 70,718 Income from continuing operations 16,160 1,228 Net income 16,160 1,228 Equity earnings (losses) of equity 7,062 (1,629 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 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 October 24, 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 “Old Notes”) in a private placement. The Old Notes were fully and unconditionally guaranteed by our wholly-owned domestic subsidiaries and any of our future domestic wholly-owned subsidiaries, and matured on June 30, 2018. The Old Notes were senior unsecured obligations and the guarantees are the senior unsecured obligations of the Guarantors. In addition, we were required to use the net proceeds of certain asset sales to offer to purchase the Old Notes at a price equal to 100% of the aggregate principal amount outstanding plus accrued and unpaid interest as of the date fixed for the closing of such asset sale offer. Accordingly, we made the following repurchases: Date of Repurchase Principal Repurchased Approximate Interest Payment Associated with Repurchase December 15, 2016 $4,162,000 $120,000 November 15, 2016 $9,176,000 $220,000 September 27, 2016 $625,000 $10,000 January 28, 2016 $618,000 $3,000 October 20, 2015 $7,274,000 $146,000 On September 27, 2017, we and certain of our domestic wholly-owned subsidiaries as guarantors (the “Guarantors”) entered into purchase agreements (collectively, the “Purchase Agreements”) with certain investors named therein (the “Purchasers”) pursuant to which we agreed to issue to the Purchasers an aggregate of $75,000,000 of 6.5% Senior Notes due 2019 (the “New Notes”) in a private placement. Pursuant to the terms of the Purchase Agreements, the purchase price for the New Notes was 100% of the principal amount. Pursuant to the Placement Agency Agreement, Jefferies Group LLC (“Jefferies Group”), a wholly-owned subsidiary of Jefferies, received a fee of $100,000 for acting as the placement agent and the closing agent. On September 28, 2017, we used proceeds of the New Notes, as described below, together with cash on hand, to redeem all of the outstanding Old Notes. After considering the repurchases and redemption, there is no remaining principal due under the Notes as of September 30, 2017. In connection with the extinguishment of the Notes, issuance costs of approximately $350,000 were recorded as an expense. The New Notes were issued on September 28, 2017 (“Issue Date”), pursuant to an indenture among us, the Guarantors and Wilmington Trust, N.A., as trustee (“Indenture”), containing such terms as set forth below. The New Notes mature on October 1, 2019 and are fully and unconditionally guaranteed by the Guarantors on the terms provided in the Indenture. Interest on the New Notes accrues at a rate of 6.50% per annum and is payable semi-annually in arrears on April 1 and October 1, commencing April 1, 2018. The New Notes are senior unsecured obligations of the Company and the guarantees are the senior unsecured obligations of the Guarantors. At September 30, 2017, the New Notes had a $75,000,000 principal amount outstanding, and there was no principal amount outstanding on the Old Notes. We may not redeem or repurchase the New Notes prior to April 1, 2018 after which time, we may redeem the New Notes, in whole or in part, at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the New Notes plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Upon the occurrence of a Change of Control (as defined in the Indenture) after the Issue Date, to the extent the New Notes were not otherwise redeemed, we must make an offer to purchase all of the outstanding New Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, in each case, as provided in, and subject to the terms of, the Indenture. Pursuant to the Indenture, we will use the net proceeds of certain asset sales to offer to purchase the New Notes at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. The Indenture contains covenants that, among other things, limit our and certain of our subsidiaries’ ability to incur, issue, assume or guarantee certain indebtedness subject to exceptions (including allowing us to borrow up to $15,000,000 under our Rampage Vineyard revolving facility, another $70,000,000 of indebtedness collateralized by our other assets, and up to $65,000,000 under a construction loan secured by our Village of Escaya mixed use apartment project), issue shares of disqualified or preferred stock, pay dividends on equity, buy back our common shares outside of existing stock compensation plan arrangements, or consummate certain asset sales or affiliate transactions. The Indenture also permits certain financing transactions in connection with the EB-5 Program, as defined below, for the project involving infrastructure improvements at the Village of Escaya subject to certain restrictions and limitation as set forth in the Indenture. Additionally, certain customary events of default may result in an acceleration of the maturity of the New Notes. EB-5 Program : We intend to fund our Village of Escaya project (“Village 3”or the “Project”) in part by raising funds under the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Services ("USCIS") pursuant to the Immigration and Nationality Act ("EB-5 Program"). This program was created to stimulate the U.S. economy through the creation of jobs and capital investments in U.S. companies by foreign investors. The program allocates a limited number of immigrant visas per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a U.S. commercial enterprise. Regional centers are organizations, either publicly owned by cities, states or regional development agencies or privately owned, which facilitate investment in job-creating economic development projects by pooling capital raised under the EB-5 Program. Geographic areas within regional centers that are rural areas or areas experiencing unemployment numbers higher than the national unemployment average rates are designated as Targeted Employment Areas (“TEA”). The EB-5 program is set to expire on December 8, 2017 but is expected to be extended. Various reforms and bills have been proposed and will be considered by Congress in the coming months. In February 2017, we formed Otay Village III Lender, LLC, which is intended to serve as a new commercial enterprise (“NCE”) under the EB-5 Program. The NCE is managed by Otay Village III Manager, LLC, a wholly owned subsidiary of HomeFed. The NCE is seeking to raise up to $125,000,000 by offering up to 250 units in the NCE to qualified accredited EB-5 investors for a subscription price of $500,000 per unit, which is the minimum investment that an investor in a TEA project is required to make pursuant to EB-5 Program rules. The proceeds of the offering will be used to repay any outstanding bridge loan provided by HomeFed to its wholly owned subsidiary HomeFed Village III LLC, a job creating entity under the EB-5 Program, and to fund infrastructure costs related to the development of Village 3. The NCE has offered the units to investors primarily located in China, Vietnam, and South Korea either directly or through relationships with agents qualified in their respective countries, in which case the NCE will pay an agent fee. Once an investor’s subscription and funds are accepted by the NCE, the investor must file an I-526 petition with the USCIS seeking approval of the investment’s suitability under the EB-5 Program requirements and the investor’s suitability and source of funds. All investments are held in an escrow account and will not be released until the investor files their I-526 petition with the USCIS and we have identified and provided collateral to secure the amount of the funds drawn from escrow. The Village 3 project must be approved by the USCIS under the EB-5 Program rules. Prior to approval by the USCIS, funds may be drawn from the escrow account with a HomeFed guarantee that funds will be returned in the event the Village 3 project is not approved. On September 18, 2017, $25,000,000 was drawn from escrow related to EB-5 financing to fund infrastructure costs related to the development of the Project. The drawn funds are guaranteed by us until the project is approved by the USCIS and are collateralized by certain Otay Village property. The loan term is five years with two one -year options to extend by us with principal due in full at maturity. The effective interest rate is approximately 3.5% , payable as certain milestones are achieved according to various agreements with agents and investors. As of October 24, 2017, we have $24,900,000 in escrow which is subject to approval by the USCIS and cannot be drawn until certain provisions (such as filing of Investor I-526, investor suitability and source of funds) are satisfied. At September 30, 2017, we are in compliance with all debt covenants. Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $5,900,000 and $6,600,000 for the nine months ended September 30, 2017 and 2016, respectively. The New Notes and EB-5 Program financing are presented on the Balance Sheet net of aggregate issuance costs of $2,350,000 and $550,000 and debt discount of $150,000 and $500,000 at September 30, 2017 and December 31, 2016, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the nine months ended September 30, 2017, we effectively settled our 2014 federal tax examination with the IRS and, as a result, recorded an $8,600,000 reduction to deferred tax liabilities and a $4,600,000 reduction to unrecognized tax benefits. The statute of limitations with respect to the Company’s federal income tax returns has expired for all years through 2013, and with respect to California state income tax returns through 2011. We are currently under examination by the City of New York for the year ended 2014. We do not expect that resolution of this examination will have a significant effect on our consolidated financial position, but it could have a significant impact on the consolidated results of operations for the period in which resolution occurs. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic and diluted earnings per share amounts were calculated by dividing net income by the weighted average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per share for the three and nine months ended September 30, 2017 and 2016 are as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Numerator – net income attributable to HomeFed Corporation common shareholders $ 470 $ 1,323 $ 14,384 $ 31,406 Denominator for basic earnings per share– weighted average shares 15,451 15,448 15,449 15,431 Restricted stock units 45 — 32 — Stock options 3 4 4 12 Denominator for diluted earnings per share– weighted average shares 15,499 15,452 15,485 15,443 |
Fair Value Information
Fair Value Information | 9 Months Ended |
Sep. 30, 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): September 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Financial Liabilities: Long-term debt (a) $ 74,386 $ 74,944 $ 102,084 $ 103,274 Long-term debt: EB-5 23,097 25,000 — — (a) The fair value of the New Notes was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period. 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 | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On March 23, 2017, Ian M. Cumming resigned from the Board of Directors. To fill the vacancy, on March 28, 2017, the Board of Directors elected Jimmy Hallac, who is a Managing Director for Jefferies. Jefferies executives now hold three of the seven board of director positions. Our Chairman, Joseph S. Steinberg, is a significant stockholder of Jefferies and Chairman of Jefferies’ board, and one of our Directors, Brian P. Friedman, is the President and a director of Jefferies. Prior to Mr. Cumming's resignation, he sold 783,889 of our shares for $31,300,000 to Jefferies in a privately negotiated transaction during March 2017. Mr. Cumming was considered to be a “Related Person” under our related person transactions policy (the “Policy”) at the time of the sale. Accordingly, the independent Audit Committee of the Board (the “Audit Committee”) considered the transaction and recommended to the Board the approval of the sales transaction, which was unanimously approved by the Board (with Mr. Cumming abstaining from the vote). In 2015, Mr. Steinberg, the chairman of our Board of Directors, entered into a Purchase Agreement with us and our wholly-owned subsidiaries, as guarantors, pursuant to which he purchased Notes with a value of $5 million , or 4% , of the principal amount of the Notes issued, which were fully redeemed on September 28, 2017 on the same terms as other redemptions. On September 27, 2017, Mr. Steinberg entered into a Purchase Agreement with us and our wholly-owned subsidiaries, as guarantors, pursuant to which he purchased New Notes with a value of $7 million , or 9.3% , of the principal amount of the New Notes issued (such purchases and redemptioms, the “Affiliate Note Transactions”). Mr. Steinberg is considered to be a Related Person under our Policy. Accordingly, the Audit Committee considered the Affiliate Note Transactions and approved, and recommended to the Board the approval of, the Affiliate Note Purchases, which were unanimously approved by the Board (with Mr. Steinberg abstaining from the vote). Pursuant to Placement Agency Agreements, Jefferies acted as Placement Agent for the Notes and for the New Notes. Jefferies Group is a wholly-owned subsidiary of Jefferies. Jefferies 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 Agreements and approved, and recommended to the Board the approval of, the Placement Agency Agreements, which were unanimously approved by the Board (with Mr. Friedman, Chairman of the Executive Committee of Jefferies Group LLC, Mr. Steinberg and Mr. Hallac abstaining from the vote). Pursuant to the Placement Agency Agreements for the Notes, Jefferies received a fee equal to 50 basis points from the gross proceeds of the offering, received a fee equal to 50 basis points of the outstanding balance of the Notes on the first anniversary of the issue date and received a fee equal to 50 basis points of the outstanding balance on the second anniversary of the issue date. Pursuant to the Placement Agency Agreements for the New Notes, Jefferies received a fee of $100,000 . Additionally, we and each of the guarantors has agreed to indemnify Jefferies against certain liabilities, including liabilities under the Securities Act, and to reimburse Jefferies all reasonable out-of-pocket expenses incurred in connection with any action or claim for which indemnification has or is reasonably likely to be sought by Jefferies. Builder LLCs: Two of our executive officers are members of the four -member management committee at each Builder LLC and are designated to consider major decisions for each of the three Builder LLCs. Each Builder LLC appointed two members to the management committee, which is controlled jointly by us and the respective builder. HomeFed is contractually obligated to obtain infrastructure improvement bonds on behalf of the Builder LLCs. See Note 12 for more information. HomeFed may also be responsible for the funding of the real estate improvement costs for the infrastructure of the development if our subsidiary that invested in each Builder LLC fails to do so. Brooklyn Renaissance Plaza: 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 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 September 30, 2017 (in thousands): Remainder of 2017 $ 1,890 2018 6,301 $ 8,191 In the aggregate, substantially all of the office space has been sublet for amounts in excess of BRP Leasing’s contractual commitment in the underlying lease. Jefferies: During the third quarter of 2017, certain of our executive officers and a director sold an aggregate 14,008 shares of our stock from their personal holdings to Jefferies in private transactions at an agreed upon price of $43.00 per share. The transaction was approved by our Audit Committee in accordance with our Related Party Transaction Policy taking into consideration that Jefferies is our majority shareholder, among other factors. Pursuant to an administrative services agreement, Jefferies provides us certain administrative and accounting services, including providing the services of our Secretary. Administrative services fee expenses were $45,000 and $135,000 for each of the three and nine months ended September 30, 2017 and 2016 , respectively. The administrative services agreement automatically renews for successive annual periods unless terminated in accordance with its terms. We sublease office space to Jefferies under a sublease agreement until October 2018 . Amounts reflected in other income pursuant to this agreement were $3,000 for each of the three months ended September 30, 2017 and 2016 and $9,000 for each of the nine months ended September 30, 2017 and 2016. Jefferies 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 | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Interest and Other Income | Interest and Other Income Interest income was no t significant for the three months ended September 30, 2017 and was $300,000 for the three months ended September 30, 2016 and was $25,000 and $850,000 for the nine months ended September 30, 2017 and 2016, respectively. During the nine months ended September 30, 2016 , our subsidiary at the SweetBay project received $550,000 related to the settlement of a claim against British Petroleum ("BP") arising from the damages caused by the Deepwater Horizon incident in April 2010 and the resulting BP oil spill in the Gulf of Mexico and recognized this amount as other income. For the nine months ended September 30, 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. Other income also includes service income related to a utility bundling service agreement with the homeowners at the Ashville Park project. Income of $90,000 and $75,000 was recognized during the three months ended September 30, 2017 and 2016 , respectively, and $ 260,000 and $225,000 was recognized during the nine months ended September 30, 2017 and 2016 , respectively. |
Real Estate Sales Activity
Real Estate Sales Activity | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate Sales Activity [Abstract] | |
Real Estate Sales Activity | Real Estate Sales Activity Otay Land 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 992 homes in the Otay Ranch General Plan Area of Chula Vista, California. We entered into an operating agreement with three builders as members of Village III Master to build and sell 948 homes within the community. We made an initial non-cash capital contribution of $20,000,000 which represents the fair market value of the land we contributed to Village III Master after considering proceeds of $30,000,000 we received from the builders at closing, which represents the value of their capital contributions. Of the $30,000,000 in cash proceeds we received from the builders at closing, $22,800,000 was recognized as revenue from sales of real estate and cost of sales during the nine months ended September 30, 2016. Under the percentage of completion model, profit will be recognized when we have sufficient evidence to reasonably estimate profits on the land sale and ongoing development activities. At that point, cumulative profit will be recognized as a change in estimate. There were no sales at the Otay Land project during the three and nine month periods ended September 30, 2017 . 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. We received a $230,000 non-refundable deposit during the third quarter of 2017 which will be applied to the sales price at time of closing. Closing of the third phase of the Towncenter is subject to entitlement approvals by the City of San Marcos and is expected to occur in the fourth quarter of 2017. During June 2015, we entered into an agreement with a local San Diego based luxury homebuilder to construct and sell on our behalf, for a fee, up to 58 homes at the San Elijo Hills project. We received a $500,000 deposit during the third quarter of 2015 which is reflected in Other liabilities. This deposit is a builder performance deposit that will be fully refundable to the builder after the builder performs all of its requirements under the agreement. For the nine months ended September 30, 2017 , we sold nine of these homes for $13,100,000 . At time of closing, we recognized real estate revenues of $13,000,000 and cost of sales of $12,200,000 for the nine months ended September 30, 2017 . As of October 24, 2017, we have entered into agreements to sell 15 single family homes at the San Elijo Hills project under these agreements for aggregate cash proceeds of $ 21,500,000 , which we expect to close during the fourth quarter of 2017 and first half of 2018. There were no sales at the San Elijo Hills project during the three and nine month periods ended September 30, 2016 . Ashville Park project: There were no sales at the Ashville Park project during the three and nine months ended September 30, 2017 and during the three months ended September 30, 2016. During the nine months ended September 30, 2016, we sold the former visitor center for net cash proceeds of $550,000 which generated a gross profit of $250,000 . The entitlement effort to re-plan Villages C, D and E is currently impacted by a delay within the City of Virginia Beach (the "City"). 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 and nine months ended September 30, 2017 and 2016 , we closed on sales of real estate at The Market Common as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Number of units sold Cash Proceeds Number of units sold Cash Proceeds Number of units sold Cash Proceeds Number of units sold Cash Proceeds Single family lots 8 $ 400,000 10 $ 450,000 30 $ 1,380,000 32 $ 1,500,000 Multi-family lots 7 180,000 — — 15 380,000 10 250,000 Profit sharing agreements N/A 200,000 N/A 500,000 N/A 950,000 N/A 1,150,000 As of October 24, 2017, we have entered into an agreement to sell 34 single family lots for $1,700,000 and 63 multi-family lots for $850,000 at The Market Common to a homebuilder. A non-refundable option deposit of $25,000 was transferred from Jefferies to us as part of the Acquisition. SweetBay project: During May 2015, we signed an agreement with a local builder to construct and sell on our behalf, for a fee, up to 127 homes at the SweetBay project. We sold 21 and 53 single family homes for $6,900,000 and $18,550,000 during the three and nine months ended September 30, 2017, respectively. Cost of sales of real estate was $7,100,000 and $18,400,000 during the three and nine months ended September 30, 2017, respectively. The pre-tax loss for the three months ended September 30, 2017 is due to an increase in home building costs of approximately $100,000 on homes closed and includes a reserve for a potential loss of $100,000 that was recorded related to home sales under contract which are expected to close during the fourth quarter of 2017 and 2018. During the nine months ended September 30, 2016, we received $1,300,000 from the Florida Department of Transportation for the purchase of approximately seven acres of land at the SweetBay project to be used for the expansion of State Road 390. As of October 24, 2017, we have entered into agreements to sell 26 single family homes at the SweetBay project under the local builder agreement for aggregate cash proceeds of $8,500,000 which are expected to close in the fourth quarter of 2017 and the first half of 2018. |
Real Estate Acquisitions
Real Estate Acquisitions | 9 Months Ended |
Sep. 30, 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 was contingent upon approval of the 67 lot entitlement by the City of Virginia Beach. We have terminated the transaction, and the refundable deposit was returned to us in August 2017. In 2016, Pacific Gas & Electric ("PG&E"), an affiliate of the lessor of the Pacho Property in which we have a leasehold interest, began the process of decommissioning its Diablo Canyon Power Plant, which could take an undetermined period of time. The lessor has stated that it will not make any commitments on the 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. The time frame for completion of the review and approval of the decommissioning plan is uncertain. 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 $17,750,000 as of September 30, 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 | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies 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 pledge of 42 acres of land 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, Jefferies is contractually obligated to obtain these bonds on behalf of the project pursuant to the terms of agreements entered into when the project was acquired by us. We are responsible for paying all third party fees related to obtaining the bonds. As of September 30, 2017 , the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $49,500,000 San Elijo Hills project 1,550,000 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 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. BRP Leasing is required to keep a minimum of $500,000 on deposit in an escrow account to secure its lease obligations. At September 30, 2017 , $1,400,000 was in the escrow account and is classified as restricted cash. A former subsidiary of Jefferies was the primary obligor under certain lease obligations to BRP Holding. In connection with Jefferies' earlier sale of that subsidiary to a third party, Jefferies assumed its lease obligations through another of its subsidiaries at that time, BRP Leasing. When HomeFed purchased BRP Leasing, we agreed to indemnify Jefferies for these obligations. The primary lease expires in 2018 and the aggregate amount of rental obligations was approximately $8,200,000 as of September 30, 2017 , plus approximately $4,500,000 of 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, we completed environmental remediation activities on approximately 30 acres of undeveloped land owned by Flat Rock Land Company, LLC (“Flat Rock”), a subsidiary of Otay in February 2013, and received final approval of the remediation from the County of San Diego Department of Environmental Health in June 2013. In 2014, Otay and Flat Rock commenced a lawsuit in California Superior Court seeking compensation from the parties who they believed were responsible for the contamination of the property. In February 2015, the trial court denied us any recovery and entered judgment in favor of the defendants as to all causes of action. In post-trial proceedings, the defendants sought, and the trial court allowed, reimbursement for court costs, of $350,000 . Although our appeal of the judgment stayed the defendants’ right to collect court costs pending resolution of the appeal, we accrued $350,000 during the first quarter of 2016 as we believed at the time that such loss was probable and reasonably estimable. The defendants also sought, but were denied, recovery of attorney’s fees in the amount of approximately $13,500,000 , which the defendants appealed. On September 26, 2017, the Fourth District Court of Appeals (the “Appellate Court”) affirmed in part and reversed in part the judgment and remanded the matter to the trial court for further proceedings. The Appellate Court determined that Otay and Flat Rock were the prevailing parties and awarded their costs on appeal, the $350,000 cost award in favor of the defendants was reversed by operation of law, and the defendants’ appeal of the trial court’s denial of the defendants’ claim for attorneys’ fees was dismissed as being moot. The defendants’ requests for rehearing with the Appellate Court were summarily denied. The decision of the Appellate Court became final on October 27, 2017. The defendants have until November 6, 2017 to file a petition for review with the California Supreme Court, which must be acted upon by the California Supreme Court within sixty (60) days (January 5, 2018). We believe it is unlikely the Supreme Court will grant review of the decision, and that the matter will be remanded to the Superior Court for further proceedings consistent with the Appellate Court’s decision. We have not reversed the accrual of the cost award. No assurances can be given as to the ultimate outcome of this matter. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation | Share-Based Compensation 1999 Stock Incentive Plan: On August 4, 2017, options to purchase an aggregate of 7,000 shares of Common Stock were granted to the members of the Board of Directors and 136,500 shares of Common Stock were granted to employees under our 1999 Stock Incentive Plan at an exercise price of $44.00 per share, the market price per share on the grant date. Options granted become exercisable in four equal instalments starting one year from date of grant and must be exercised within five years from date of grant and will be expensed equally over the four year vesting period. As of September 30, 2017, 255,400 shares are available under the 1999 Stock Incentive Plan. 2017 RSU Plan: On August 4, 2017, the Board of Directors adopted an RSU Opportunity Plan (the “2017 RSU Plan”) under which 66,000 shares of Common Stock are authorized for issuance to our executive officers. The restricted stock units (“RSUs”) may be granted at the end of the performance period based on the degree to which performance criteria has been satisfied at the sole discretion of the Board of Directors. The performance period ends on December 31, 2019, and awards will be issued no later than April 1, 2020. 2014 RSU Plan: On August 13, 2014, the Board of Directors adopted an RSU Opportunity Plan (the "2014 RSU Plan”) under which 100,000 shares of Common Stock are authorized for issuance under the 2014 RSU Plan to our executive officers. Participants were eligible for RSU awards based on satisfaction of performance criteria established by the Board of Directors in 2014. The performance period under the 2014 RSU Plan ended on December 31, 2016. The Board of Directors evaluated the participants' performance against the performance criteria and awarded an aggregate of 75,000 RSUs to the participants on March 15, 2017. Fifty percent of the RSU award under the 2014 RSU Plan will vest on December 31, 2017, and the remaining fifty percent will vest on December 31, 2018, provided that the executive officer has been continuously employed by the Company through the applicable vesting date. The 2014 RSU grant consists of two settlement features: (1) 45,000 RSUs will be settled through the issuance of shares of Common Stock within 30 days of each vesting date; this component is classified as an equity award. The closing price on March 15, 2017 of $44.20 was used to value this component of the award. Stock compensation expense for this component of the award was $300,000 and $700,000 , respectively, for the three and nine months ended September 30, 2017 . (2) 30,000 RSUs will be settled in cash based on the average closing price over a period of ten trading days immediately preceding the date of declaration which must occur within thirty days of the respective vesting date. This component is classified as a liability award, which requires us to measure the fair value of the award at the end of each reporting period. Using a fair value approach, stock compensation expense for this component of the award was $200,000 and $400,000 , respectively, for the three and nine months ended September 30, 2017 . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 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. Farming revenues are generally recognized during the second half of the year when the crop is harvested and sold. Certain information concerning our segments for the three and nine months ended September 30, 2017 and 2016 is presented in the following table. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Revenues: Real estate $ 22,595 $ 12,881 $ 87,303 $ 55,571 Farming 3,411 4,427 3,411 4,427 Corporate 3 3 9 9 Total consolidated revenues $ 26,009 $ 17,311 $ 90,723 $ 60,007 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 2,113 $ 955 $ 10,938 $ 3,980 Farming 2,100 3,166 (59 ) 1,050 Corporate (3,123 ) (2,547 ) (8,436 ) (6,944 ) Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ 1,090 $ 1,574 $ 2,443 $ (1,914 ) Depreciation and amortization expenses: Real estate $ 817 $ 858 $ 2,488 $ 2,695 Farming 95 71 247 189 Corporate 15 12 44 35 Total consolidated depreciation and amortization expenses $ 927 $ 941 $ 2,779 $ 2,919 Identifiable assets employed: September 30, 2017 December 31, 2016 Real estate $ 521,382 $ 509,027 Farming 13,442 13,468 Corporate 55,503 55,718 Total consolidated assets $ 590,327 $ 578,213 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent events During the third quarter of 2017, dividends of $13,000,000 were declared by our subsidiary that owns the San Elijo Hills project, of which $1,950,000 related to the noncontrolling interest. The dividends were paid during the fourth quarter of 2017. The dividends that will be retained by us will not increase the amount of consolidated liquidity reflected on our consolidated balance sheet; however, they will increase the liquidity of the parent Company. In October 2017, we extended our 10,515 square feet lease at the Carlsbad, CA office through October 31, 2023. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 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. Our impact of the evaluation of the new guidance is ongoing. We are currently evaluating our revenue streams and contracts with customers within each revenue stream. We have evaluated our contracts with our customers related to our farm revenues and do not expect this guidance will have a material impact on our grape revenues and may have a timing impact on when we recognize almond revenues but is not anticipated to be material. We expect that this guidance may impact the timing of revenue recognition related to certain of our land sales, home sales, profit participation agreements, and co-op marketing fees. In January 2016, the FASB issued new guidance that affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017. We are currently evaluating the impact of the new guidance related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The new guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term, along with additional qualitative and quantitative disclosures. Lessor accounting will remain substantially similar to current accounting guidance for leases. However, leasing costs that are currently eligible to be capitalized as initial direct costs will be immediately expensed under the new guidance. The guidance is effective for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact this new guidance will have on our consolidated financial statements. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. In November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for annual and interim periods beginning after December 15, 2017. We have evaluated the new guidance and believe it will not have a material effect on our consolidated financial statements. In May 2017, the FASB issued new guidance providing clarity and reducing diversity in practice and cost and complexity when accounting for a change to the terms or conditions of a share-based payment award. The guidance is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We have evaluated the new guidance and believe it will not have a material effect on our consolidated financial statements. Accounting Developments- Adopted Accounting Standards Beginning January 1, 2017, we adopted the FASB's new guidance that simplifies and improves accounting for share-based payments. The amendments include the recognition of all excess tax benefits and tax deficiencies as income tax expense or benefit in the statement of operations and changes to the timing of recognition of excess tax benefits, the accounting for forfeitures and classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption of this guidance did not have a significant impact on our consolidated financial statements. We elected to account for forfeitures as they occur. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 including the related tax effects (in thousands): September 30, 2017 December 31, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Balance Sheets Contract assets $ — $ 11,595 $ 11,595 $ — $ 5,951 $ 5,951 Equity method investments 139,778 (18,828 ) 120,950 127,379 (13,184 ) 114,195 Net deferred tax asset 40,944 3,121 44,065 34,742 3,114 37,856 Total assets 594,439 (4,112 ) 590,327 582,332 (4,119 ) 578,213 Accumulated deficit (140,634 ) (4,112 ) (144,746 ) (155,011 ) (4,119 ) (159,130 ) Total HomeFed Corporation 459,386 (4,112 ) 455,274 444,176 (4,119 ) 440,057 Total equity 464,507 (4,112 ) 460,395 451,174 (4,119 ) 447,055 The following tables reconcile the effects of the adjustments to the previously reported Consolidated Statements of Income for the three and nine month periods ended September 30, 2017 and 2016 (in thousands, except per share amounts): For the three months ended September 30, 2017 For the nine months ended September 30, 2017 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Statements of Income Contract service revenues $ — $ 8,584 $ 8,584 $ — $ 25,644 $ 25,644 Total revenues 17,425 8,584 26,009 65,079 25,644 90,723 Contract service expenses — 8,584 8,584 — 25,644 25,644 Total expenses 18,715 8,584 27,299 69,619 25,644 95,263 Income tax (expense) benefit (619 ) — (619 ) 12,007 7 12,014 Net income 471 — 471 14,450 7 14,457 Net income attributable to 470 — 470 14,377 7 14,384 For the three months ended September 30, 2016 For the nine months ended September 30, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Statements of Income Sales of real estate $ 2,757 $ — $ 2,757 $ 37,805 $ (7,233 ) $ 30,572 Contract service revenues — 4,121 4,121 — 6,986 6,986 Total revenues 13,190 4,121 17,311 60,254 (247 ) 60,007 Contract service expenses — 4,121 4,121 — 6,986 6,986 Total expenses 11,718 4,121 15,839 56,016 6,986 63,002 Income (loss) before income 1,472 — 1,472 4,238 (7,233 ) (2,995 ) Income (loss) from operations 1,180 — 1,180 2,609 (7,233 ) (4,624 ) Income before income taxes and 1,574 — 1,574 5,319 (7,233 ) (1,914 ) Income tax (expense) benefit (364 ) 83 (281 ) 30,174 3,101 33,275 Net income 1,210 83 1,293 35,493 (4,132 ) 31,361 Net income attributable to 1,240 83 1,323 35,538 (4,132 ) 31,406 Basic and diluted earnings 0.08 0.01 0.09 2.30 (0.27 ) 2.03 The following table reconciles the effects of the adjustments to the previously reported Consolidated Statements of Cash flow for the nine month periods ended September 30, 2017 and 2016 (in thousands): For the nine months ended September 30, 2017 For the nine months ended September 30, 2016 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Consolidated Statements of Cash Flow Net income $ 14,450 $ 7 $ 14,457 $ 35,493 $ (4,132 ) $ 31,361 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Benefit for deferred (6,202 ) (7 ) (6,209 ) (31,937 ) (3,101 ) (35,038 ) Changes in operating Contract assets — (5,644 ) (5,644 ) — 247 247 Net cash provided by (8,128 ) (5,644 ) (13,772 ) 4,243 (6,986 ) (2,743 ) Cash flows investing activities: Investment in equity (25,711 ) 25,644 (67 ) (10,270 ) 6,986 (3,284 ) Capital distributions from equity method investments 20,000 (20,000 ) — — — — Net cash provided by (5,711 ) 5,644 (67 ) (10,270 ) 6,986 (3,284 ) |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | A summary of intangible assets is as follows (in thousands): September 30, 2017 December 31, 2016 Amortization (in years) Above market lease contracts, net of accumulated amortization of $8,305 and $6,719 $ 2,569 $ 4,155 1 to 24 Lease in place value, net of accumulated amortization of $2,994 and $2,606 1,091 1,479 1 to 24 Intangible assets, net $ 3,660 $ 5,634 Below market lease contracts, net of accumulated amortization of $3,460 and $2,859 $ 2,128 $ 2,729 1 to 24 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The following table provides summarized data with respect to our significant equity method investments in BRP Holding and BRP Hotel for the nine months ended September 30, 2017 and 2016 (in thousands): For the Nine Months Ended September 30, 2017 2016 Total revenues $ 90,267 $ 70,718 Income from continuing operations 16,160 1,228 Net income 16,160 1,228 Equity earnings (losses) of equity 7,062 (1,629 ) At September 30, 2017 and December 31, 2016 , our equity method investments are comprised of the following (in thousands): Restated September 30, December 31, 2017 2016 BRP Holding $ 83,358 $ 74,972 BRP Hotel 22,696 24,020 Village III Master — 15,203 Builder LLCs 14,896 — Total $ 120,950 $ 114,195 Summarized financial information for our interest in the three Builder LLCs (in thousands): Financial Statement Carrying Amounts VIE September 30, 2017 Assets Liabilities Assets Builder LLCs $ 14,896 $ — $ 125,143 |
Schedule of Income (Loss) Related to Equity Investment | Income (losses) from equity method investments includes the following for the three and nine months ended September 30, 2017 and 2016 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 BRP Holding $ 2,921 $ (186 ) $ 8,386 $ (591 ) BRP Hotel (343 ) (106 ) (1,324 ) (1,038 ) Builder LLCs (300 ) — (374 ) — Total $ 2,278 $ (292 ) $ 6,688 $ (1,629 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Repurchases | In addition, we were required to use the net proceeds of certain asset sales to offer to purchase the Old Notes at a price equal to 100% of the aggregate principal amount outstanding plus accrued and unpaid interest as of the date fixed for the closing of such asset sale offer. Accordingly, we made the following repurchases: Date of Repurchase Principal Repurchased Approximate Interest Payment Associated with Repurchase December 15, 2016 $4,162,000 $120,000 November 15, 2016 $9,176,000 $220,000 September 27, 2016 $625,000 $10,000 January 28, 2016 $618,000 $3,000 October 20, 2015 $7,274,000 $146,000 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of numerator and denominator for loss per common share | The numerators and denominators used to calculate basic and diluted earnings per share for the three and nine months ended September 30, 2017 and 2016 are as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Numerator – net income attributable to HomeFed Corporation common shareholders $ 470 $ 1,323 $ 14,384 $ 31,406 Denominator for basic earnings per share– weighted average shares 15,451 15,448 15,449 15,431 Restricted stock units 45 — 32 — Stock options 3 4 4 12 Denominator for diluted earnings per share– weighted average shares 15,499 15,452 15,485 15,443 |
Fair Value Information (Tables)
Fair Value Information (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Financial Liabilities: Long-term debt (a) $ 74,386 $ 74,944 $ 102,084 $ 103,274 Long-term debt: EB-5 23,097 25,000 — — (a) The fair value of the New Notes was determined by utilizing available market data inputs that are considered level 2 inputs. Quoted prices are available but trading is infrequent. We utilized the available market data based on the quoted market prices to determine an average fair market value over the last 10 business days of the reporting period. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of future minimum annual rental expense | Future minimum annual rental expense (exclusive of 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 September 30, 2017 (in thousands): Remainder of 2017 $ 1,890 2018 6,301 $ 8,191 |
Real Estate Sales Activity (Tab
Real Estate Sales Activity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate Sales Activity [Abstract] | |
Schedule of real estate sales activity | For the three and nine months ended September 30, 2017 and 2016 , we closed on sales of real estate at The Market Common as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Number of units sold Cash Proceeds Number of units sold Cash Proceeds Number of units sold Cash Proceeds Number of units sold Cash Proceeds Single family lots 8 $ 400,000 10 $ 450,000 30 $ 1,380,000 32 $ 1,500,000 Multi-family lots 7 180,000 — — 15 380,000 10 250,000 Profit sharing agreements N/A 200,000 N/A 500,000 N/A 950,000 N/A 1,150,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of outstanding bonds | As of September 30, 2017 , the amount of outstanding bonds for each project is as follows: Amount of outstanding bonds Otay Land project $49,500,000 San Elijo Hills project 1,550,000 Ashville Park project 800,000 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Certain information concerning our segments for the three and nine months ended September 30, 2017 and 2016 is presented in the following table. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 (in thousands) Revenues: Real estate $ 22,595 $ 12,881 $ 87,303 $ 55,571 Farming 3,411 4,427 3,411 4,427 Corporate 3 3 9 9 Total consolidated revenues $ 26,009 $ 17,311 $ 90,723 $ 60,007 Income (loss) from continuing operations before income taxes and noncontrolling interest: Real estate $ 2,113 $ 955 $ 10,938 $ 3,980 Farming 2,100 3,166 (59 ) 1,050 Corporate (3,123 ) (2,547 ) (8,436 ) (6,944 ) Total consolidated income (loss) from continuing operations before income taxes and noncontrolling interest $ 1,090 $ 1,574 $ 2,443 $ (1,914 ) Depreciation and amortization expenses: Real estate $ 817 $ 858 $ 2,488 $ 2,695 Farming 95 71 247 189 Corporate 15 12 44 35 Total consolidated depreciation and amortization expenses $ 927 $ 941 $ 2,779 $ 2,919 Identifiable assets employed: September 30, 2017 December 31, 2016 Real estate $ 521,382 $ 509,027 Farming 13,442 13,468 Corporate 55,503 55,718 Total consolidated assets $ 590,327 $ 578,213 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Real Estate Properties [Line Items] | |||||
Cost of sales | $ 7,609,000 | $ 1,442,000 | $ 38,359,000 | $ 26,236,000 | |
Other comprehensive income | $ 0 | $ 0 | $ 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 | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Balance Sheets | ||||||
Contract assets | $ 11,595 | $ 11,595 | $ 5,951 | |||
Equity method investments | 120,950 | 120,950 | 114,195 | |||
Net deferred tax asset | 44,065 | 44,065 | 37,856 | |||
Total assets | 590,327 | 590,327 | 578,213 | |||
Liabilities | 129,932 | 129,932 | 131,158 | |||
Accumulated deficit | (144,746) | (144,746) | (159,130) | |||
Total HomeFed Corporation common shareholders' equity | 455,274 | 455,274 | 440,057 | |||
Total equity | 460,395 | $ 445,552 | 460,395 | $ 445,552 | 447,055 | $ 416,400 |
Consolidated Statements of Income | ||||||
Sales of real estate | 7,980 | 2,757 | 43,108 | 30,572 | ||
Contract service revenues | 8,584 | 4,121 | 25,644 | 6,986 | ||
Total revenues | 26,009 | 17,311 | 90,723 | 60,007 | ||
Contract service expenses | 8,584 | 4,121 | 25,644 | 6,986 | ||
Total expenses | 27,299 | 15,839 | 95,263 | 63,002 | ||
Income (loss) from operations before income (losses) from equity method investment | (1,290) | 1,472 | (4,540) | (2,995) | ||
Income (losses) from operations | 988 | 1,180 | 2,148 | (4,624) | ||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 1,090 | 1,574 | 2,443 | (1,914) | ||
Income tax (expense) benefit | (619) | (281) | 12,014 | 33,275 | ||
Net loss | 471 | 1,293 | 14,457 | 31,361 | ||
Net income attributable to HomeFed Corporation common shareholders | $ 470 | $ 1,323 | $ 14,384 | $ 31,406 | ||
Basic and diluted earnings per common share attributable to HomeFed Corporation common shareholders (in dollars per share) | $ 0.03 | $ 0.09 | $ 0.93 | $ 2.03 | ||
Consolidated Statements of Cash Flow | ||||||
Benefit for deferred income taxes | $ (6,209) | $ (35,038) | ||||
Contract assets/liabilities | (5,644) | 247 | ||||
Net cash used for operating activities | (13,772) | (2,743) | ||||
Investments in equity method investments | (67) | (3,284) | ||||
Capital distributions from equity method investments | 0 | 0 | ||||
Net cash provided by (used for) investing activities | (67) | (3,284) | ||||
Previously Reported | ||||||
Consolidated Balance Sheets | ||||||
Contract assets | $ 0 | 0 | 0 | |||
Equity method investments | 139,778 | 139,778 | 127,379 | |||
Net deferred tax asset | 40,944 | 40,944 | 34,742 | |||
Total assets | 594,439 | 594,439 | 582,332 | |||
Accumulated deficit | (140,634) | (140,634) | (155,011) | |||
Total HomeFed Corporation common shareholders' equity | 459,386 | 459,386 | 444,176 | |||
Total equity | 464,507 | 464,507 | 451,174 | |||
Consolidated Statements of Income | ||||||
Sales of real estate | $ 2,757 | 37,805 | ||||
Contract service revenues | 0 | 0 | 0 | 0 | ||
Total revenues | 17,425 | 13,190 | 65,079 | 60,254 | ||
Contract service expenses | 0 | 0 | 0 | 0 | ||
Total expenses | 18,715 | 11,718 | 69,619 | 56,016 | ||
Income (loss) from operations before income (losses) from equity method investment | 1,472 | 4,238 | ||||
Income (losses) from operations | 1,180 | 2,609 | ||||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 1,574 | 5,319 | ||||
Income tax (expense) benefit | (619) | (364) | 12,007 | 30,174 | ||
Net loss | 471 | 1,210 | 14,450 | 35,493 | ||
Net income attributable to HomeFed Corporation common shareholders | 470 | $ 1,240 | 14,377 | $ 35,538 | ||
Basic and diluted earnings per common share attributable to HomeFed Corporation common shareholders (in dollars per share) | $ 0.08 | $ 2.30 | ||||
Consolidated Statements of Cash Flow | ||||||
Benefit for deferred income taxes | (6,202) | $ (31,937) | ||||
Contract assets/liabilities | 0 | 0 | ||||
Net cash used for operating activities | (8,128) | 4,243 | ||||
Investments in equity method investments | (25,711) | (10,270) | ||||
Capital distributions from equity method investments | 20,000 | 0 | ||||
Net cash provided by (used for) investing activities | (5,711) | (10,270) | ||||
Adjustment | ||||||
Consolidated Balance Sheets | ||||||
Contract assets | 11,595 | 11,595 | 5,951 | |||
Equity method investments | (18,828) | (18,828) | (13,184) | |||
Net deferred tax asset | 3,121 | 3,121 | 3,114 | |||
Total assets | (4,112) | (4,112) | (4,119) | |||
Accumulated deficit | (4,112) | (4,112) | (4,119) | |||
Total HomeFed Corporation common shareholders' equity | (4,112) | (4,112) | (4,119) | |||
Total equity | (4,112) | (4,112) | $ (4,119) | |||
Consolidated Statements of Income | ||||||
Sales of real estate | $ 0 | (7,233) | ||||
Contract service revenues | 8,584 | 4,121 | 25,644 | 6,986 | ||
Total revenues | 8,584 | 4,121 | 25,644 | (247) | ||
Contract service expenses | 8,584 | 4,121 | 25,644 | 6,986 | ||
Total expenses | 8,584 | 4,121 | 25,644 | 6,986 | ||
Income (loss) from operations before income (losses) from equity method investment | 0 | (7,233) | ||||
Income (losses) from operations | 0 | (7,233) | ||||
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 0 | (7,233) | ||||
Income tax (expense) benefit | 0 | 83 | 7 | 3,101 | ||
Net loss | 0 | 83 | 7 | (4,132) | ||
Net income attributable to HomeFed Corporation common shareholders | $ 0 | $ 83 | 7 | $ (4,132) | ||
Basic and diluted earnings per common share attributable to HomeFed Corporation common shareholders (in dollars per share) | $ 0.01 | $ (0.27) | ||||
Consolidated Statements of Cash Flow | ||||||
Benefit for deferred income taxes | (7) | $ (3,101) | ||||
Contract assets/liabilities | (5,644) | 247 | ||||
Net cash used for operating activities | (5,644) | (6,986) | ||||
Investments in equity method investments | 25,644 | 6,986 | ||||
Capital distributions from equity method investments | (20,000) | 0 | ||||
Net cash provided by (used for) investing activities | $ 5,644 | $ 6,986 |
Intangibles, Net (Details)
Intangibles, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 3,660 | $ 5,634 |
Below market lease contracts | 2,128 | 2,729 |
Below market lease contracts, accumulated amortization | $ 3,460 | 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 | $ 2,569 | 4,155 |
Intangible assets, accumulated amortization | $ 8,305 | 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 | $ 1,091 | 1,479 |
Intangible assets, accumulated amortization | $ 2,994 | $ 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 |
Intangibles, Net (Narrative) (D
Intangibles, Net (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Stock issued during period related to an acquisitions (in shares) | 7.5 | ||||
Below market lease, amortization income, remainder of 2017 | $ (200) | $ (200) | |||
Below market lease, amortization income, 2018 | (550) | (550) | |||
Below market lease, amortization income, 2019 | (200) | (200) | |||
Below market lease, amortization income, 2020 | (200) | (200) | |||
Below market lease, amortization income, 2021 | (200) | (200) | |||
Below market lease, amortization income, thereafter | (750) | (750) | |||
Above Market Lease Contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Future amortization expense, intangible assets, remainder of 2017 | 550 | 550 | |||
Future amortization expense, intangible assets, 2018 | 1,700 | 1,700 | |||
Future amortization expense, intangible assets, 2019 | 50 | 50 | |||
Future amortization expense, intangible assets, 2020 | 50 | 50 | |||
Future amortization expense, intangible assets, 2021 | 50 | 50 | |||
Future amortization expense, intangible assets, thereafter | 200 | 200 | |||
Leases In Place Value | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Future amortization expense, intangible assets, remainder of 2017 | 100 | 100 | |||
Future amortization expense, intangible assets, 2018 | 300 | 300 | |||
Future amortization expense, intangible assets, 2019 | 100 | 100 | |||
Future amortization expense, intangible assets, 2020 | 100 | 100 | |||
Future amortization expense, intangible assets, 2021 | 100 | 100 | |||
Future amortization expense, intangible assets, thereafter | 400 | 400 | |||
Amortization expense | $ 100 | $ 150 | $ 400 | $ 450 |
Equity Method Investments (Narr
Equity Method Investments (Narrative) (Details) | Jan. 05, 2017USD ($) | Jan. 31, 2017USD ($)abuilderhome | Apr. 30, 2016USD ($)abuilderhome | Sep. 30, 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 | 992 | ||
Number of builders | builder | 3 | 3 | ||
Number of homes planned to build and sell | home | 948 | |||
Market value of land contributed as an investment in lieu of cash | $ 20,000,000 | |||
Proceeds from sale of real estate | 30,000,000 | |||
Land | 15,150,000 | |||
Land, difference in basis | $ 4,850,000 | |||
Contributed value of unimproved land | $ 20,000,000 | |||
Contributed value of infrastructure improvements | $ 13,200,000 | |||
Land improvements | $ 2,250,000 | |||
Credit for capital contributions | 78,600,000 | |||
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 120,950 | $ 114,195 |
Builder LLCs | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 14,896 | |
Liabilities | 0 | |
VIE, Assets | 125,143 | |
Equity method investments | 14,896 | 0 |
BRP Holding | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 83,358 | 74,972 |
BRP Hotel | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 22,696 | 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Income (losses) from equity method investments | $ 2,278 | $ (292) | $ 6,688 | $ (1,629) |
BRP Holding | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income (losses) from equity method investments | 2,921 | (186) | 8,386 | (591) |
BRP Hotel | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income (losses) from equity method investments | (343) | (106) | (1,324) | (1,038) |
Builder LLCs | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Income (losses) from equity method investments | $ (300) | $ 0 | $ (374) | $ 0 |
Equity Method Investments (Sc40
Equity Method Investments (Schedule of Summarized Data) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity earnings (losses) of equity method investments | $ 2,278 | $ (292) | $ 6,688 | $ (1,629) |
BRP Holding and BRP Hotel | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 90,267 | 70,718 | ||
Income from continuing operations before extraordinary items | 16,160 | 1,228 | ||
Net income | 16,160 | 1,228 | ||
Equity earnings (losses) of equity method investments | $ 7,062 | $ (1,629) |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Sep. 28, 2017USD ($) | Sep. 27, 2017USD ($) | Sep. 18, 2017USD ($)option | Feb. 28, 2017USD ($)unit$ / unit | Apr. 30, 2015USD ($) | Sep. 30, 2017USD ($) | Oct. 24, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||
Capitalized interest on real estate held for development | $ 5,900,000 | $ 6,600,000 | ||||||||
6.5% Senior Notes due 2018 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount allowed to borrow under debt covenants | $ 125,000,000 | |||||||||
Interest rate | 6.50% | |||||||||
Price as percent of principal amount | 100.00% | |||||||||
Payments of debt extinguishment costs | $ 350,000 | |||||||||
Long-term notes payable | $ 0 | |||||||||
6.5% Senior Notes Due 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount allowed to borrow under debt covenants | $ 75,000,000 | |||||||||
Interest rate | 6.50% | |||||||||
Price as percent of principal amount | 100.00% | |||||||||
Long-term notes payable | $ 75,000,000 | |||||||||
Redemption price percentage | 101.00% | |||||||||
6.5% Senior Notes Due 2019 | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt covenant, maximum allowable borrowing capacity | $ 15,000,000 | |||||||||
6.5% Senior Notes Due 2019 | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt covenant, maximum allowable borrowing capacity | 70,000,000 | |||||||||
6.5% Senior Notes Due 2019 | Construction Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt covenant, maximum allowable borrowing capacity | 65,000,000 | |||||||||
Senior Notes Due 2019 and EB-5 Program | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | 2,350,000 | $ 550,000 | ||||||||
Debt discount | $ 150,000 | $ 500,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 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 | |||||||||
Subsequent Event | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Draws under line of credit | $ 0 | |||||||||
Jefferies LLC | 6.5% Senior Notes Due 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Placement fee for new notes | $ 100,000 | |||||||||
Otay Village Lender, LLC | EB-5 Program | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Draws under line of credit | $ 25,000,000 | |||||||||
EB-5 Program offering amount, up to | $ 125,000,000 | |||||||||
Number of units offered for subscription | unit | 250 | |||||||||
Subscription price per unit (in dollars per share) | $ / unit | 500,000 | |||||||||
Debt term | 5 years | |||||||||
Number of options to extend term | option | 2 | |||||||||
Extension term | 1 year | |||||||||
Effective interest rate (as a percent) | 3.50% | |||||||||
Otay Village Lender, LLC | Subsequent Event | EB-5 Program | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount in escrow subject to approval | $ 24,900,000 |
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 | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | |||||||
Principal Repurchased | $ 4,162 | $ 9,176 | $ 625 | $ 618 | $ 7,274 | $ 103,145 | $ 1,243 |
Approximate Interest Payment Associated with Repurchase | $ 120 | $ 220 | $ 10 | $ 3 | $ 146 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Decrease in deferred liabilities | $ 8.6 |
Reduction in unrecognized tax benefits | $ 4.6 |
Earnings Per Common Share (Sche
Earnings 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Numerator – net income (loss) attributable to HomeFed Corporation common shareholders | $ 470 | $ 1,323 | $ 14,384 | $ 31,406 |
Denominator for diluted loss per share– weighted average shares (in shares) | 15,451 | 15,448 | 15,449 | 15,431 |
Denominator for basic loss per share– weighted average shares (in shares) | 15,499 | 15,452 | 15,485 | 15,443 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 45 | 0 | 32 | 0 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 3 | 4 | 4 | 12 |
Fair Value Information (Details
Fair Value Information (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 74,386 | $ 102,084 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 74,944 | 103,274 |
EB-5 | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 23,097 | 0 |
EB-5 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 25,000 | $ 0 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ / shares in Units, $ in Thousands | Sep. 27, 2017USD ($) | Mar. 31, 2017USD ($)shares | Sep. 30, 2017USD ($)directoremployee$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)directoremployee$ / shares | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||
Number of board of directors | director | 7 | 7 | |||||
Administrative services fee expenses | $ 45 | $ 45 | $ 135 | $ 135 | |||
Rental income | $ 5,877 | 5,812 | $ 18,166 | 17,518 | |||
Director | |||||||
Related Party Transaction [Line Items] | |||||||
Value of note outstanding purchased by related party | $ 7,000 | $ 5,000 | |||||
Percentage of note outstanding purchased by related party | 9.30% | 4.00% | |||||
Jefferies | 6.5% Senior Notes due 2018 | |||||||
Related Party Transaction [Line Items] | |||||||
Fee amount as percentage | 0.50% | ||||||
Fee amount as percentage on first and second anniversary | 0.50% | ||||||
Placement fee for new notes | $ 100 | ||||||
Builder LLCs | |||||||
Related Party Transaction [Line Items] | |||||||
Members of management committee | employee | 4 | 4 | |||||
Employee | Builder LLCs | |||||||
Related Party Transaction [Line Items] | |||||||
Members of management committee | employee | 2 | 2 | |||||
Jefferies Financial Group Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board of directors | director | 3 | 3 | |||||
Sale of stock, number of shares sold (in shares) | shares | 14,008 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 43 | $ 43 | |||||
Expiration of sublease to Leucadia | Oct. 1, 2018 | ||||||
Rental income | $ 3 | $ 3 | $ 9 | $ 9 | |||
Jefferies Financial Group Inc. | Board of Directors Chairman | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, number of shares sold (in shares) | shares | 783,889 | ||||||
Sale of stock, consideration received | $ 31,300 |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Future Minimum Annual Rental Expense) (Details) - BRP Holding $ in Thousands | Sep. 30, 2017USD ($) |
Related Party Transaction [Line Items] | |
Remainder of 2017 | $ 1,890 |
2,018 | 6,301 |
Total | $ 8,191 |
Interest and Other Income (Deta
Interest and Other Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Real Estate Properties [Line Items] | ||||
Interest income | $ 0 | $ 300,000 | $ 25,000 | $ 850,000 |
Other income | $ 90,000 | 75,000 | $ 260,000 | 225,000 |
Otay Ranch And Flat Rock | ||||
Real Estate Properties [Line Items] | ||||
Recovery of judgment, amount | $ 1,000,000 | |||
SweetBay Project | ||||
Real Estate Properties [Line Items] | ||||
Settlement amount | $ 550,000 |
Real Estate Sales Activity (Nar
Real Estate Sales Activity (Narrative) (Details) | Oct. 24, 2017USD ($)propertyhome | Jan. 31, 2017abuilderhome | Apr. 30, 2016USD ($)abuilderhome | Jun. 30, 2015property | May 31, 2015property | Sep. 30, 2017USD ($)propertyhome | Mar. 31, 2017USD ($)aft²home | Sep. 30, 2016USD ($)aproperty | Sep. 30, 2015USD ($) | Sep. 30, 2017USD ($)propertyhome | Sep. 30, 2016USD ($)aproperty | Aug. 31, 2015a |
Real Estate Properties [Line Items] | ||||||||||||
Cost of sales of real estate | $ 7,609,000 | $ 1,442,000 | $ 38,359,000 | $ 26,236,000 | ||||||||
Sales of real estate | 7,980,000 | $ 2,757,000 | 43,108,000 | 30,572,000 | ||||||||
Otay Ranch | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Area of land (in acres) | a | 450 | 450 | ||||||||||
Number of planned homes (in homes) | home | 948 | 992 | ||||||||||
Number of builders | builder | 3 | 3 | ||||||||||
Market value of land contributed as an investment in lieu of cash | $ 20,000,000 | |||||||||||
Cash proceeds | 30,000,000 | |||||||||||
Cost of sales of real estate | $ 22,800,000 | |||||||||||
Otay Land | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Cash proceeds | $ 30,000,000 | |||||||||||
Towncenter - Phase 1 & 2 | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Cash proceeds | $ 5,800,000 | |||||||||||
Area of real estate property (in acres) | ft² | 48,800 | |||||||||||
Towncenter - Phase 1 & 2 | Multi-family lots | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of units sold | home | 12 | |||||||||||
Towncenter - Phase 3 | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Area of land (in acres) | a | 2.5 | 7 | 7 | |||||||||
Cash proceeds | $ 600,000 | |||||||||||
Towncenter - Phase 3 | Multi-family lots | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of units sold | home | 12 | |||||||||||
Proceeds from deposits on real estate sales | 230,000 | |||||||||||
Sales of real estate | $ 100,000 | |||||||||||
San Elijo Hills project | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Cash proceeds | $ 0 | 13,100,000 | $ 0 | |||||||||
Cost of sales of real estate | $ 12,200,000 | |||||||||||
Number of units sold | home | 9 | |||||||||||
Number of real estate properties contracted to construct and sell (in properties) | property | 58 | |||||||||||
Refundable deposit payment received | $ 500,000 | |||||||||||
Real estate revenue | $ 13,000,000 | |||||||||||
Ashville Park project | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Cash proceeds | $ 0 | $ 0 | 550,000 | |||||||||
Area of real estate property (in acres) | a | 67 | |||||||||||
Gross profit | $ 250,000 | |||||||||||
The Market Common | Single family lots | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of units sold | property | 8 | 10 | 30 | 32 | ||||||||
Sales of real estate | $ 400,000 | $ 450,000 | $ 1,380,000 | $ 1,500,000 | ||||||||
The Market Common | Multi-family lots | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of units sold | property | 7 | 0 | 15 | 10 | ||||||||
Sales of real estate | $ 180,000 | $ 0 | $ 380,000 | $ 250,000 | ||||||||
SweetBay Project | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Cash proceeds | 6,900,000 | 18,550,000 | 0 | |||||||||
Cost of sales of real estate | 7,100,000 | $ 18,400,000 | ||||||||||
Number of real estate properties contracted to construct and sell (in properties) | property | 127 | |||||||||||
Home building costs | 100,000 | |||||||||||
Reserve for potential loss | $ 100,000 | |||||||||||
Sales of real estate | $ 1,300,000 | $ 1,300,000 | ||||||||||
SweetBay Project | Single family lots | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of units sold | home | 21 | 53 | ||||||||||
Subsequent Event | San Elijo Hills project | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of real estate properties contracted to sell | home | 15 | |||||||||||
Sales price of real estate lots contracted to sell | $ 21,500,000 | |||||||||||
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 | 34 | |||||||||||
Sales price of real estate lots contracted to sell | $ 1,700,000 | |||||||||||
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 | 63 | |||||||||||
Sales price of real estate lots contracted to sell | $ 850,000 | |||||||||||
Subsequent Event | SweetBay Project | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Sales price of real estate lots contracted to sell | $ 8,500,000 | |||||||||||
Subsequent Event | SweetBay Project | Single family lots | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of real estate lots agreed to sell (in properties) | home | 26 |
Real Estate Sales Activity (Sch
Real Estate Sales Activity (Schedule Of Real Estate Sales Activity) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($)property | Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($)property | |
Real Estate Properties [Line Items] | ||||
Sales of real estate | $ 7,980 | $ 2,757 | $ 43,108 | $ 30,572 |
Single family lots | The Market Common | ||||
Real Estate Properties [Line Items] | ||||
Number of units sold | property | 8 | 10 | 30 | 32 |
Sales of real estate | $ 400 | $ 450 | $ 1,380 | $ 1,500 |
Multi-family lots | The Market Common | ||||
Real Estate Properties [Line Items] | ||||
Number of units sold | property | 7 | 0 | 15 | 10 |
Sales of real estate | $ 180 | $ 0 | $ 380 | $ 250 |
Profit sharing agreements | The Market Common | ||||
Real Estate Properties [Line Items] | ||||
Sales of real estate | $ 200 | $ 500 | $ 950 | $ 1,150 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Thousands | 1 Months Ended | |
Aug. 31, 2015USD ($)aproperty | Sep. 30, 2017USD ($) | |
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 | |
Number of real estate lots (in properties) | property | 67 | |
Refundable deposit on real estate | $ 200 | |
Pacho | ||
Real Estate Properties [Line Items] | ||
Land held for development | $ 17,750 |
Commitments and Contingencies52
Commitments and Contingencies (Narrative) (Details) | Sep. 26, 2017USD ($) | Apr. 30, 2016USD ($)a | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2013a | Dec. 31, 2016USD ($) | Apr. 29, 2016USD ($) |
Business Acquisition [Line Items] | |||||||
Restricted cash | $ 2,642,000 | $ 2,672,000 | |||||
Otay Ranch And Flat Rock | |||||||
Business Acquisition [Line Items] | |||||||
Settlement amount | $ 350,000 | ||||||
The Market Common | |||||||
Business Acquisition [Line Items] | |||||||
Letter of credit | 1,250,000 | ||||||
Restricted cash | 1,250,000 | ||||||
BRP Leasing | |||||||
Business Acquisition [Line Items] | |||||||
Restricted cash | 1,400,000 | ||||||
Amount of indemnification | 8,200,000 | ||||||
Amount of indemnification in projected operating expenses and taxes | 4,500,000 | ||||||
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 | Sep. 30, 2017USD ($) |
Otay Land project | |
Amount of outstanding bonds | $ 49,500 |
San Elijo Hills project | |
Amount of outstanding bonds | 1,550 |
Ashville Park project | |
Amount of outstanding bonds | $ 800 |
Share-based compensation (Detai
Share-based compensation (Details) $ / shares in Units, $ in Thousands | Aug. 04, 2017installment$ / sharesshares | Mar. 15, 2017$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2018shares | Aug. 13, 2014shares |
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 100,000 | |||||
Restricted stock award issued (in shares) | 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) | $ / shares | $ 44.20 | |||||
Compensation cost | $ | $ 300 | $ 700 | ||||
Tranche One | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock award issued (in shares) | 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 | $ | $ 200 | $ 400 | ||||
Tranche Two | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock award issued (in shares) | 30,000 | |||||
Vesting percentage | 50.00% | |||||
Award settlement period | 10 days | |||||
Award expiration period | 30 days | |||||
1999 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant | 255,400 | |||||
1999 Stock Incentive Plan | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted in period (in shares) | 136,500 | |||||
Number of exercise installments | installment | 4 | |||||
Award requisite service period | 1 year | |||||
Award vesting period | 4 years | |||||
Award expiration period | 5 years | |||||
1999 Stock Incentive Plan | Board of Directors | Nonemployee Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted in period (in shares) | 7,000 | |||||
Stock options granted during period, exercise price (in dollars per share) | $ / shares | $ 44 | |||||
2017 RSU Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 66,000 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Total consolidated revenues | $ 26,009 | $ 17,311 | $ 90,723 | $ 60,007 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 1,090 | 1,574 | 2,443 | (1,914) | |
Total consolidated depreciation and amortization expenses | 927 | 941 | 2,779 | 2,919 | |
Total consolidated assets | 590,327 | 590,327 | $ 578,213 | ||
Real estate | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenues | 22,595 | 12,881 | 87,303 | 55,571 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 2,113 | 955 | 10,938 | 3,980 | |
Total consolidated depreciation and amortization expenses | 817 | 858 | 2,488 | 2,695 | |
Total consolidated assets | 521,382 | 521,382 | 509,027 | ||
Farming | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenues | 3,411 | 4,427 | 3,411 | 4,427 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | 2,100 | 3,166 | (59) | 1,050 | |
Total consolidated depreciation and amortization expenses | 95 | 71 | 247 | 189 | |
Total consolidated assets | 13,442 | 13,442 | 13,468 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Total consolidated revenues | 3 | 3 | 9 | 9 | |
Total consolidated loss from continuing operations before income taxes and noncontrolling interest | (3,123) | (2,547) | (8,436) | (6,944) | |
Total consolidated depreciation and amortization expenses | 15 | $ 12 | 44 | $ 35 | |
Total consolidated assets | $ 55,503 | $ 55,503 | $ 55,718 |
Subsequent Event (Details)
Subsequent Event (Details) | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Subsequent Events [Abstract] | |
Dividends declared by subsidiary | $ 13,000,000 |
Dividends declared by subsidiary attributable to noncontrolling interest | $ 1,950,000 |