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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
__________

FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019 
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 1-10153

HOMEFED CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 
(State or other jurisdiction of incorporation or organization)
33-0304982
(I.R.S. Employer

1903 Wright Place, Suite 220, Carlsbad, California
(Address of principal executive offices)
Identification Number)
92008
(Zip Code)
(760) 918-8200
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
______________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES
X
NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES
X
NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ☐
Accelerated filer   x
Non-accelerated filer    ☐
Smaller reporting company  x
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
NO
X

Securities registered pursuant to Section 12(b) of the Act: None

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: On April 26, 2019, there were 15,500,246 outstanding shares of the Registrant’s Common Stock, par value $.01 per share.

1


Part I -FINANCIAL INFORMATION

Item 1. Financial Statements.

HOMEFED CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2019 and December 31, 2018 
(Dollars in thousands, except par value)
(Unaudited)
March 31,December 31,
20192018
ASSETS
Real estate held for development$335,018 $328,239 
Real estate held for investment, net38,005 37,962 
Cash and cash equivalents80,245 63,053 
Contract assets5,460 11,084 
Equity method investments94,927 93,170 
Accounts receivable, deposits and other assets14,643 20,790 
Intangible assets, net1,009 1,054 
Net deferred tax asset40,370 38,656 
TOTAL$609,677 $594,008 
LIABILITIES
Accounts payable and accrued liabilities$40,956 $38,674 
Below market lease contract intangibles, net1,315 1,377 
Non-refundable option payments85 85 
Liability for environmental remediation1,450 1,452 
Accrued interest payable108 72 
Other liabilities5,450 4,617 
Long-term debt, net105,287 88,773 
Total liabilities154,651 135,050 
COMMITMENTS AND CONTINGENCIES (Note 15)
EQUITY
Common stock, $.01 par value; 25,000,000 shares authorized; 15,500,246 shares outstanding after deducting 398,663 shares held in treasury155 155 
Additional paid-in capital602,147 602,031 
Accumulated deficit(150,521)(147,039)
Total HomeFed Corporation common shareholders' equity451,781 455,147 
Noncontrolling interest3,245 3,811 
Total equity455,026 458,958 
 
TOTAL$609,677 $594,008 

The accompanying notes are an integral part of these consolidated financial statements.

2


HOMEFED CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
For the periods ended March 31, 2019 and 2018 
(In thousands, except per share amounts)
(Unaudited)
20192018
REVENUES
Sales of real estate$25,792 $33,998 
Contract service revenues54 11,506 
Rental income2,640 5,889 
Co-op marketing and advertising fees15 130 
28,501 51,523 
EXPENSES
Cost of sales20,138 15,835 
Contract service expenses54 11,506 
Rental operating expenses1,073 4,208 
General and administrative expenses7,216 5,185 
Depreciation and amortization476 857 
Administrative services fees to Jefferies Financial Group Inc.45 45 
29,002 37,636 
Income (loss) from operations before losses from equity method investments(501)13,887 
Losses from equity method investments(5,348)(1,378)
Income (loss) from operations(5,849)12,509 
Interest and other income426 108 
Income (losses) before income taxes and noncontrolling interest(5,423)12,617 
Income tax benefit (provision)2,275 (3,806)
Net income (loss)(3,148)8,811 
Net income attributable to the noncontrolling interest(334)(19)
Net income (loss) attributable to HomeFed Corporation common shareholders$(3,482)$8,792 
Basic and diluted earnings (losses) per common share attributable to HomeFed Corporation common shareholders$(0.22)$0.57 

The accompanying notes are an integral part of these consolidated financial statements.
3


HOMEFED CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the periods ended March 31, 2019 and 2018 
(In thousands, except par value)
(Unaudited)
HomeFed Corporation Common Shareholders
Common Stock $.01 Par ValueAdditionalPaid-In CapitalAccumulatedDeficitSubtotalNoncontrolling InterestTotal
Balance January 1, 2018$155 $600,308 $(148,199)$452,264 $5,106 $457,370 
Cumulative effect of the adoption
of accounting standards
1,228 1,228 1,228 
Balance January 1, 2018, as adjusted155 600,308 (146,971)453,492 5,106 458,598 
Net income8,792 8,792 19 8,811 
Share-based compensation expense535 535 535 
Balance, March 31, 2018$155 $600,843 $(138,179)$462,819 $5,125 $467,944 
Balance January 1, 2019$155 $602,031 $(147,039)$455,147 $3,811 $458,958 
Net loss(3,482)(3,482)334 (3,148)
Distributions to noncontrolling interests— (900)(900)
Share-based compensation expense116 116 116 
Balance, March 31, 2019$155 $602,147 $(150,521)$451,781 $3,245 $455,026 
The accompanying notes are an integral part of these consolidated financial statements.


4


HOMEFED CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the periods ended March 31, 2019 and 2018 
(In thousands)
(Unaudited)
20192018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$(3,148)$8,811 
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Losses from equity method investments5,348 1,378 
Provision (benefit) for deferred income taxes(1,714)3,283 
Share-based compensation expense116 800 
Depreciation and amortization of property, equipment and leasehold improvements50 79 
Gain on sale of Rampage property (17,293)
Other amortization376 1,102 
Distributions from equity method investments1,155 701 
Development costs in excess of Cost Cap(6,790) 
Changes in operating assets and liabilities:
Real estate, held for development(3,779)(9,466)
Real estate, held for investment(134)(500)
Contract assets/liabilities5,624 (6,010)
Accounts receivable, deposits and other assets2,431 3,950 
Accounts payable and accrued liabilities(1,762)(845)
Accrued interest payable36 (1,248)
Non-refundable option payments 20 
Liability for environmental remediation(2) 
Income taxes payable3,518 348 
Other liabilities833 (622)
Net cash provided by (used for) operating activities2,158 (15,512)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of Rampage property 26,000 
Investments in equity method investments(1,470)(11)
Capital distributions from equity method investments 82,000 
Net cash provided by (used for) investing activities(1,470)107,989 
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt18,500 7,000 
Payment of debt issuance costs(1,096)(13)
Distributions to noncontrolling interests(900) 
Net cash provided by financing activities16,504 6,987 
Net increase in cash, cash equivalents and restricted cash17,192 99,464 
Cash, cash equivalents and restricted cash, beginning of period63,053 43,100 
Cash, cash equivalents and restricted cash, end of period$80,245 $142,564 
Supplemental disclosures of cash flow information:
Cash paid (refunded) for income taxes, net of tax refunds$(3,446)$325 
Cash paid for interest (net of amounts capitalized)$ $ 
Non-cash operating activities:
Project development costs incurred that remain payable at end of period$25,029 $17,851 
Non-cash financing activities:
Cashless exercise of stock options to purchase common shares$ $69 
Debt issuance costs incurred but not paid yet$1,772 $ 
The accompanying notes are an integral part of these consolidated financial statements.



5


HOMEFED CORPORATION AND SUBSIDIARIES
Notes to Interim Consolidated Financial Statements

1.   Recent Developments

As previously disclosed, on April 12, 2019, HomeFed Corporation, a Delaware corporation (“HomeFed”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jefferies Financial Group Inc., a New York corporation (“Jefferies”). On May 2, 2019 we amended the Merger Agreement. Pursuant to the amended Merger Agreement, we will be merged with and into a subsidiary of Jefferies and our shareholders on the record date will cease being our shareholders and will receive two shares of Jefferies common stock for each one share of our common stock held. The transactions contemplated by the Merger Agreement were reviewed, approved and recommend to the HomeFed Board of Directors for approval by the special committee of independent directors appointed by the HomeFed Board of Directors who, in consultation with independent financial and legal advisors, are responsible for reviewing and evaluating Jefferies’ proposal and the terms of the Merger Agreement. Completion of the merger is subject to customary closing conditions, a number of which are not within our control, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the merger. These conditions include, among other things, approval by a majority of our stockholders (excluding Jefferies and its affiliates). Following the merger, shares of HomeFed Common Stock will no longer be quoted on the OTCQB Marketplace, there will be no public market for shares of HomeFed Common Stock, and registration of shares of HomeFed Common Stock under the Securities Exchange Act of 1934 will be terminated. If the merger is not completed for any reason, we will remain a public company. 

2.   Accounting Developments

The unaudited interim consolidated financial statements, which reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes necessary to fairly state results of interim operations, should be read in conjunction with the Notes to Consolidated Financial Statements (including the Summary of Significant Accounting Policies) included in our audited consolidated financial statements for the year ended December 31, 2018, which are included in our Annual Report filed on Form 10-K for such year (the “2018 10-K”).  Results of operations for interim periods are not necessarily indicative of annual results of operations. The consolidated balance sheet at December 31, 2018 was extracted from the audited annual consolidated financial statements and does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements.

There is no other comprehensive income for the three months ended March 31, 2019 and 2018.

During the three months ended March 31, 2019, other than the following, there were no significant updates made to the Company’s significant accounting policies. The accounting policy changes are attributable to the adoption of the Financial Accounting Standards Board (“FASB”) guidance on Revenue from Contracts with Customers (the "new revenue standard"). These revenue recognition policy updates are applied prospectively in our financial statements from January 1, 2018 forward using the modified retrospective approach. Reported financial information for the historical comparable period was not revised and continues to be reported under the accounting standards in effect during the historical periods.

Accounting Developments - Adopted Accounting Standards

Leases. In February 2016, the FASB issued new guidance that affects the accounting and disclosure requirements for leases. The FASB requires the recognition of all leases that are longer than one year onto the balance sheet, which will result in the recognition of a right of use asset and a corresponding lease liability. The guidance is effective for annual and interim periods beginning after December 15, 2018. We adopted the lease standard, including certain practical expedients, at the beginning of the first quarter of 2019 and recorded an adjustment of  $1,930,000 for the right of use asset and an adjustment of $1,950,000 for the lease liability. The right of use asset is determined by calculating the present value of future payments due under the lease
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discounted using an incremental borrowing rate and further adjusted for prepaid rent and certain lease incentives that were outstanding upon adoption.

The right of use asset is included in Accounts receivable, deposits and other assets on the Consolidated Balance Sheet. The lease liability of $1,950,000 is representative of the present value of future payments due under the lease, discounted using the incremental borrowing rate. The lease liability will be increased by accreted interest at the incremental borrowing rate and reduced by future payments made under the lease obligation. The lease liability is included in Other liabilities on the Consolidated Balance Sheet. The impact to to the consolidated statement of income and cash flows were not material. 

Revenue Recognition. In May 2014, the FASB issued new guidance that defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the FASB issued guidance on gain or loss from the derecognition of nonfinancial assets which would include real estate. We have adopted both of the new standards as of January 1, 2018 using the modified retrospective approach and recorded cumulative earnings to our opening accumulated deficit of $1,250,000, which is net of taxes of $550,000. Accordingly, the new revenue standard is applied in our financial statements from January 1, 2018 forward and reported financial information for historical comparable periods is not revised and continues to be reported under the accounting standards in effect during those historical periods. Our implementation efforts included the identification of revenue streams within the scope of the guidance and the evaluation of certain revenue contracts.

The impact of adoption is primarily related to real estate revenues that were deferred on open sales contracts as of December 31, 2017 under the previously existing accounting guidance, which would have been recognized in prior periods under the new revenue standard and costs to complete related to the previously deferred revenue that are not related to performance obligations under the contract with the customer but are costs associated with completion of real estate improvements that would have been expensed in prior periods under the new revenue standard. The impact of the adoption is also related to the timing of recognition of fee income. The new revenue guidance does not apply to revenue associated with leasing activities or interest income. The new revenue standard primarily impacts the following revenue recognition and presentation accounting policies:

Real estate sales revenues. Revenues from the sales of real estate are recognized at a point in time when the related transaction is completed.  The majority of our real estate sales of land, lots, and homes transfer the goods and services to the customer ("buyer") at the close of escrow when title transfers to the buyer and the buyer has the benefit and control of the goods and services.  If performance obligations under the contract with the customer related to a parcel of land, lot or home are not yet complete when title transfers to the buyer, revenue associated with the incomplete performance obligation is deferred until the performance obligation is completed. 

Real estate sales revenues - variable. Revenues under real estate contracts with customers that are associated with price or profit participation were historically recognized as participation thresholds were met by the customer.  Under the new revenue standard, revenue from these activities is recognized at a point in time when the related transaction is complete, performance obligations by us have been met, and only to the extent it is probable that a significant reversal in the estimated amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. 

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Real estate costs to complete. Costs to complete improvements related to sold real estate was not expensed until the work was complete under the previously existing guidance and revenue associated with the costs to complete was deferred until the work was complete under the percentage of completion method.  Under the new revenue standard, costs to complete improvements that are associated with the sold real estate but do not transfer to the customer as performance obligations under the terms of the contract are estimated at the completion of the real estate transaction and expensed as a cost of the sale. 

Co-op marketing and advertising fees. Co-op marketing fees were recognized at the time of sale of a home by our builder customer to a homebuyer under the previously existing accounting guidance.  Under the new revenue standard, the co-op fees are recognized over time as performance obligations by us are met, generally the term of the master marketing program that relates to the sales period for the home product being sold by our builder customer. 

Contract service revenues. Under our limited liability company agreements with our builder partners at the Village of Escaya project, we will earn overhead management fees and marketing fees based on a percentage of the retail sales prices under homebuyer contracts.  We will also recognize contract service revenues over time as our performance obligations are met, generally the anticipated term of our oversight of the infrastructure improvements for the Village of Escaya. We also earn revenue from the initial land sale together with the performance obligation to complete improvements over time as the performance obligation is satisfied.

Cash Flow Classifications. In August 2016, the FASB issued new guidance to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. The guidance adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. In November 2016, the FASB issued new guidance on restricted cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. We adopted this guidance in the first quarter of 2018.

Accounting Developments- Accounting Standards to be Adopted in Future Periods

Consolidation. In October 2018, the FASB issued new guidance which requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective in the first quarter of fiscal 2021. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

3.   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):

March 31, 2019December 31, 2018
Amortization
(in years)
Above market lease contracts, net of accumulated amortization of $10,527 and $10,513$347 $361  1 to 24
Lease in place value, net of accumulated amortization of $3,424 and $3,393662 693  1 to 24
Intangible assets, net$1,009 $1,054 
Below market lease contracts, net of accumulated amortization of $4,273 and $4,211$1,315 $1,377  1 to 24

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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 amortization of lease in place intangible assets is reflected in Depreciation and amortization expenses and amortized over the life of the related lease.

Amortization expense related to above market lease contracts recognized in Rental income was $10,000 and$500,000 for the three months ended March 31, 2019 and 2018, respectively. The estimated future amortization expense recognized in Rental income for the above market lease intangible assets is as follows: remainder of 2019 - $50,000; 2020 - $50,000; 2021 - $50,000; 2022 - $50,000; 2023 - $50,000 and thereafter - $150,000.

Amortization expense on lease in place intangible assets was $50,000 and $150,000 for the three months ended March 31, 2019 and 2018, respectively. The estimated future amortization expense for the lease in place intangible asset for each of the next five years is as follows: remainder of 2019 - $50,000; 2020 - $100,000; 2021 - $100,000; 2022 - $100,000; 2023 - $50,000 and thereafter - $300,000.

Negative amortization expense related to below market lease contracts recognized in Rental income was $50,000 and $200,000 for three months ended March 31, 2019 and 2018, respectively. The estimated future negative amortization expense recognized in Rental income for the below market lease intangible assets is as follows: remainder of 2019 - $(150,000); 2020 - $(200,000); 2021 - $(200,000); 2022 - $(100,000); 2023 - $(100,000) and thereafter - $(500,000).  

4.   Equity Method Investments

RedSky JZ Fulton Investors:
On December 13, 2018, we formed a joint venture partnership with RedSky JZ Fulton Holdings, LLC, a Delaware limited liability company (“RS JZ”), for the acquisition and possible redevelopment of a development site located on the Fulton Mall corridor in Downtown Brooklyn, New York. The property consists of 15 separate tax lots, divided into two premier development sites which may be redeveloped with buildings consisting of up to 540,000 square feet of floor area development rights. RS JZ is itself a joint venture consisting of RedSky Capital, LLC (“RedSky”), a Brooklyn-based real estate developer, and JZ Capital Partners Limited (“JZ”), a London-based investment company.

Pursuant to that certain Contribution Agreement, dated as of December 10, 2018 (the "Contribution Agreement"), among RS JZ, HF Fulton Street Holdings LLC (“HF Fulton”), a wholly-owned subsidiary of HomeFed, and RedSky JZ Fulton Investors, LLC, a Delaware limited liability company (the “Joint Venture”), HomeFed contributed initial capital in the amount of $52,500,000 and an additional $1,450,000 of capital in January 2019 to the Joint Venture. As consideration for the capital contribution, RS JZ caused the Joint Venture to issue to HF Fulton a membership interest in the Joint Venture consisting of 49% of the total membership interests in the Joint Venture. RS JZ holds the remaining 51% membership stake in the Joint Venture. The Contribution Agreement includes customary representations and warranties by RS JZ in favor of HF Fulton as to the state of title and other matters affecting title to the Real Property, and as to the assets and liabilities of the Joint Venture. The Contribution Agreement also includes customary representations and warranties as to the assets and liabilities of the two wholly-owned subsidiaries of the Joint Venture which own fee title to the Real Property.

At the December 10, 2018 closing under the Contribution Agreement, RS JZ and HF Fulton executed and delivered to each other a Sixth Amended and Restated Limited Liability Company Agreement of the Joint Venture (the “Operating Agreement”). RedSky Fulton Tier II LLC (“Manager”), an affiliate of RedSky, is also a party to the Operating Agreement, in its capacity as the “Manager” of the Joint Venture. Pursuant to the Operating Agreement, Manager is responsible for the day to day management of the Joint Venture. However, neither Manager nor the Joint Venture may undertake, without the consent of the Joint Venture’s “Executive
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Committee”, any decision designated as a “Major Decision” by the Operating Agreement. “Major Decisions” include, without limitation, the acquisition of additional real property, adoption of a business plan by the Joint Venture, the adoption of operating and construction budgets, decisions to call for additional capital contributions, decisions to redevelop the Real Property with new buildings and improvements, decisions to sell or finance the Real Property and decisions to enter into space leases with third-party tenants. The Executive Committee of the Joint Venture is comprised of three representatives, one appointed by RedSky, a second appointed by JZ and a third appointed by HomeFed.

RedSky JZ Fulton Investors is considered a variable interest entity ("VIE"). We have determined that we are not the primary beneficiary of RedSky JZ Fulton Investors because our economic interest is 49%, the assets are managed by RedSky, and major decisions are decided by an executive committee of which we share joint control. Therefore, we do not consolidate RedSky JZ Fulton Investor and we account for our equity interest under the equity method of accounting as of December 31, 2018. Our maximum exposure to loss as a result of our involvement with RedSky JZ Fulton Investors is limited to our capital contribution of $53,950,000.

Otay project:
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 Village of Escaya. We formed three limited liability companies (each a “Builder LLC”) to own and develop 948 homes within Escaya and entered into individual operating agreements with each of the three builders as members of each Builder LLC. 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 at inception of the Builder LLCs. The builders made a cash contribution of $20,000,000 and $2,250,000 of capitalizable land improvements in January 2017 upon final map subdivision and entry into their respective Builder LLCs, which was used to fund infrastructure costs completed by us. Although each of the three Builder LLCs is considered a variable interest entity, we do not consolidate any of them since we are not deemed to be the primary beneficiary as we share joint control with each Builder LLC through a management committee and we lack authority over establishing home sales prices and accepting offers.

Our maximum exposure to loss is limited to our equity commitment in each Builder LLC. Additionally, we are responsible for the remaining cost of developing the community infrastructure with funding guaranteed by us under the respective operating agreements for which we received a capital credit of $78,600,000 ("Cost Cap"), and we are responsible for any costs in excess of this limit to complete the community infrastructure. As of March 31, 2019, the cost of infrastructure improvements in the Village of Escaya that is attributable to the Builder LLCs exceeded the Cost Cap by $16,550,000 ($6,800,000 occurred during the first quarter of 2019), and we expect to incur additional costs until we complete our infrastructure obligations. The builders are responsible for the 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 15 for more information.

Brooklyn Renaissance Plaza and Hotel:
We own a 61.25% membership interest in BRP Holding. Although we have a majority interest, we concluded that we do not have control but only have the ability to exercise significant influence on this investment.  As such, we account for BRP Holding under the equity method of accounting.  We also own a 25.8% membership interest in BRP Hotel, which we account for under the equity method of accounting.

Summarized financial information:
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
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account any special rights or priorities of investors and book basis differences; accordingly, we employ the hypothetical liquidation at book value model to calculate our share of the investees’ profits or losses.

At March 31, 2019 and December 31, 2018, our equity method investments are comprised of the following (in thousands):
March 31, 2019December 31, 2018
RedSky JZ Fulton Investors$53,943 $52,522 
BRP Holding9,636 8,136 
BRP Hotel16,762 17,963 
Builder LLCs14,586 14,549 
Total$94,927 $93,170 

On February 28, 2018, BRP Holding satisfied, in full, the $8,750,000 principal balance of a portion of the self-amortizing New York City Industrial Revenue Bonds, with the proceeds of a new $198,350,000 fully amortizing 21-year structured lease-back financing. Approximately $157,250,000 of the proceeds was distributed to members of which we received $82,000,000 as a BRP Holding distribution that was used, in part, to fully satisfy our outstanding preferred equity balances for BRP Holding and BRP Hotel, and $6,000,000 for the satisfaction of a receivable under the pooling agreement with BRP Leasing.

Income (losses) from equity method investments includes the following for the three months ended March 31, 2019 and 2018 (in thousands):

20192018
RedSky JZ Fulton Investors$(49)$ 
BRP Holding1,500 (7,721)
BRP Hotel(1,202)3,632 
Builder LLCs (1)
(5,597)2,711 
Total$(5,348)$(1,378)

(1) As of March 31, 2019, we exceeded the reimbursement limit related to infrastructure costs of $78,600,000 with the Builder LLCs by $16,550,000 ($6,800,000 occurred during the first quarter of 2019) for which we don't receive an incremental claim to additional capital of the Builder LLCs. We initially exceeded the reimbursement limit in the third quarter of 2018, and therefore, the cost overruns are adversely affecting our share of the profit from the Builder LLCs during the three month 2019 period.

The following table provides summarized data with respect to our equity method investments as of March 31, 2019 and 2018 and for the three months ended March 31, 2019 and 2018 (in thousands):

20192018
Assets$606,897 $429,087 
Liabilities496,594 366,573 
For the three months ended March 31,
20192018
Total revenues$54,036 $62,736 
Income from continuing operations before extraordinary items2,699 6,376 
Net income2,699 6,376 


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5.   Leases

Lessee activity:
We have entered into an operating lease for our corporate headquarters in Carlsbad, California. Our lease has a remaining term of approximately six years with the ability to extend the lease term an additional five years. We have not recognized option periods under the lease as part of the right of use asset or lease liability as it is not reasonably certain that the option periods will be exercised. The right of use asset will be amortized over the term of the lease on a straight-line basis to rent expense, adjusted for interest accretion at the incremental borrowing rate. The lease liability will be increased by accreted interest at the incremental borrowing rate and reduced by future payments made under the lease obligation.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term. We determine the present value of payments under a lease based on our incremental borrowing rate as of the lease commencement date. The incremental borrowing rate is equal to the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Our incremental borrowing rate of 4.26% is a quoted rate from a banking institution and is representative of a rate of lending under similar terms as those outlined in the lease including term, type of asset, and total commitment. For operating leases that commenced prior to our adoption of the new lease guidance, we measured the lease liabilities and right-of-use assets using our incremental borrowing rate as of January 1, 2019.

As of March 31, 2019, we have a right of use asset of $1,850,000 and we have an operating lease liability of $1,950,000 consisting of operating lease liabilities of $1,910,000 and accounts payable and accrued expenses of $40,000. The right of use asset is included in Accounts receivable, deposits and other assets on the Consolidated Balance Sheet, and the lease liability is included in Other liabilities on the Consolidated Balance Sheet.

The maturity of our operating lease as of March 31, 2019 is as follows (in thousands):

Remainder of 2019$230 
2020356 
2021366 
2022371 
2023388 
Thereafter469 
Total lease payments$2,180 
Less: imputed interest(270)
Present value of lease liabilites$1,910 

Our operating lease expense for the three months ended March 31, 2019 was $90,000.

Lessor activity:
We lease office, retail and residential space to customers related to our real estate held for investment primarily at The Market Common. All of our leases are accounted as operating leases. Lessor accounting for operating leases has remained substantially the same compared to the prior standard. However, leasing costs that were previously eligible for capitalization such as initial direct costs are immediately expensed under the new guidance.


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6.   Debt

Construction loans:
In March 2018, we entered into construction loan agreements for $58,850,000, the proceeds of which will be used for the construction of the town center portion of the Village of Escaya known as The Residences and Shops at Village of Escaya, which is comprised of 272 apartments, approximately 20,000 square feet of retail space, and a 10,000 square foot community facility building. The outstanding principal amount of the loan will bear interest at 30-day LIBOR plus 3.15%, subject to adjustment on the first of each calendar month, and the loan is collateralized by the property underlying the related project with a guarantee by us. Monthly draws are permitted under the loan agreement once evidence of our investment into the project reaches $35,000,000, including land value. As of April 26, 2019, no amounts have been drawn under the loan. The loan matures on March 1, 2021 with one 12-month extension subject to certain extension conditions as set forth in the loan agreements.

EB-5 Program:
We intend to fund our Otay Land project in part by raising funds under the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Services ("USCIS") pursuant to the Immigration and Nationality Act ("EB-5 Program"). This program was created to stimulate the U.S. economy through the creation of jobs and capital investments in U.S. companies by foreign investors. The program allocates a limited number of immigrant visas per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a U.S. commercial enterprise. Regional centers are organizations, either publicly owned by cities, states or regional development agencies or privately owned, which facilitate investment in job-creating economic development projects by pooling capital raised under the EB-5 Program. Geographic areas within regional centers that are rural areas or areas experiencing unemployment numbers higher than the national unemployment average rates are designated as Targeted Employment Areas (“TEA”). The EB-5 program is set to expire on September 30, 2019. Various reforms and bills have been proposed and are expected to be considered by Congress in 2019.

EB-5 Program - The Village of Escaya:
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 raised $125,000,000 by offering 250 units 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 the Village of Escaya.

EB-5 Program - The Village 8 West (Cota Vera):
In July 2018, we formed Otay Village 8 Lender, LLC, which is intended to serve as a NCE under the EB-5 Program. The NCE is managed by Otay Village 8 Manager, LLC, a wholly owned subsidiary of HomeFed. The NCE is seeking to raise up to $134,000,000 by offering up to 268 units in the NCE to qualified accredited EB-5 investors for a subscription price of $500,000 per unit. The proceeds from the offering will be used to repay any outstanding bridge loan provided by HomeFed to its wholly owned subsidiary HomeFed Village 8, LLC, a job creating entity under the EB-5 Program, and to fund infrastructure costs related to the development of Cota Vera.

Each NCE has offered the units to investors primarily located in China, Vietnam, South Korea and India 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
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provided collateral to secure the amount of the funds drawn from escrow. Prior to approval by the USCIS, funds may be drawn from the escrow account with a HomeFed guarantee that funds will be returned in the event the EB-5 projects are not approved. In December 2017, the Village of Escaya project was approved by the USCIS. The Cota Vera project has been submitted for approval by the USCIS. Each loan term is 5 years with two one-year options to extend by us with principal due in full at maturity. The effective interest rate is approximately 3.5%, payable as certain milestones are achieved according to various agreements with agents and investors.

At March 31, 2019, we have a $123,500,000 principal amount outstanding under the Village of Escaya EB-5 Program. There are no amounts outstanding under the Cota Vera EB-5 Program.

At March 31, 2019, we are in compliance with all debt covenants which include, among other requirements, limitations on incurrence of debt, collateral requirements and restricted use of proceeds.

Real estate held for development includes capitalized interest, including amortization of issuance costs and debt discount, of $950,000 and $1,800,000 for the three months ended March 31, 2019 and 2018, respectively.

Debt is presented on the Balance Sheet net of issuance costs of $18,200,000 and $16,200,000 at March 31, 2019 and December 31, 2018, respectively.

7.   Income Taxes

During the first quarter of 2019, we recorded a $400,000 benefit as a result of the expiration of certain state and local statutes of limitation. The aggregate amount of gross unrecognized tax benefits related to uncertain tax positions at March 31, 2019 was $450,000 (including $100,000 for interest). If recognized, such amounts would lower our effective tax rate. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. No material penalties were accrued for the three months ended March 31, 2019 and 2018. 

The statute of limitations with respect to the Company’s federal income tax returns has expired for all years through 2014, and with respect to California state income tax returns through 2013. 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.

8.   Earnings (Loss) Per Common Share

Basic and diluted earnings (loss) per share amounts were calculated by dividing net income (loss) by the weighted average number of common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per share for the three months ended March 31, 2019 and 2018 are as follows (in thousands):

20192018
Numerator – net income (loss) attributable to HomeFed Corporation common shareholders$(3,482)$8,792 

Denominator for basic earnings per share– weighted average shares15,500 15,474 

Restricted stock units 23 
Stock options 3 

Denominator for diluted earnings per share– weighted average shares15,500 15,500 

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For 2019 and 2018, options to purchase 170,000 and 150,000, respectively, weighted-average shares were not included in the computation of diluted loss per share as the result was anti-dilutive.

9.   Fair Value Information

The carrying amounts and estimated fair values of our principal financial instruments that are not recognized on a recurring basis are as follows (in thousands):

March 31, 2019December 31, 2018
Carrying Amount
Fair
Value
Carrying Amount
Fair
Value
Financial Liabilities:
Long-term debt:
EB-5 (a)$105,287 $123,500 $88,773 $105,000 

(a) The fair value approximates the principal amount of the EB-5 debt utilizing available market data inputs that are considered level 3 inputs. The difference between carrying amount and fair value is capitalizable debt issuance costs.

No other assets or liabilities were measured at fair value on a nonrecurring basis as of March 31, 2019. 

10.   Related Party Transactions

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 15 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 2018 10-K, BRP Leasing held a master lease at BRP Holding and subleased the office space to multiple tenants. BRP Leasing was obligated to pay future minimum annual rental expense (exclusive of month-to-month leases, real estate taxes, maintenance and certain other charges). The obligations under the master lease ended October 2018, and leasing activities are now directly managed and handled by BRP Holding. Beginning in November 2018, we recognize income from this office space through BRP Holding under the equity method of accounting. 

Jefferies:

Pursuant to an administrative services agreement, Jefferies provides us certain administrative and accounting services, including providing the services of our Secretary.  Administrative services fee expenses were $45,000 for each of the three months ended March 31, 2019 and 2018, 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 through January 2025. Amounts reflected in other income pursuant to this agreement were $4,000 and $3,000, respectively, for the three months ended March 31, 2019 and 2018.

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Jefferies is contractually obligated to obtain infrastructure improvement bonds on behalf of the San Elijo Hills project. See Note 15 for more information. 

Berkadia:

Berkadia Commercial Mortgage LLC ("Berkadia") is a commercial mortgage banking and servicing joint venture formed in 2009 with Jefferies and Berkshire Hathaway Inc. During the first quarter of 2018, Berkadia was paid a brokerage advisory fee of $100,000 related to the new construction loan for Village of Escaya and a $400,000 advisory fee related to the refinance of a loan at BRP Holding. Both transactions were approved by the Audit Committee under the Related Party Transaction Policy.

Patrick Bienvenue:

During 2016, we entered into a consulting agreement between us and Patrick Bienvenue, one of our directors, to consult on various projects, primarily SweetBay. The agreement was approved by the Audit Committee pursuant to the Related Party Transaction Policy. During the three month periods ended March 31, 2019 and 2018, we paid Patrick Bienvenue $50,000, and $20,000, respectively, for his services and travel expenses under this agreement.

11.   Revenues from Contracts with Customers

The following table presents our total revenues separated for our revenues from contracts with customers and our other sources of revenues (in thousands):

20192018
Revenues from contracts with customers:
Sales of real estate$25,792 $33,998 
Contract service revenues54 11,506 
Co-op marketing and advertising fees15 130 
Total revenues from contracts with customers25,861 45,634 
Other revenues:
Rental income2,640 5,889 
Total revenue from other sources2,640 5,889 
Total revenues$28,501 $51,523 

Since January 1, 2018, Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In
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determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties.

Revenues generated through the sales of real estate are our primary source of revenues from contracts with customers. Agreements with customers for these sales typically consist of the type and quantity of real estate to be sold and delivered to the customer, the transaction price for the real estate to be delivered, the closing date when the customer takes control of the real estate, deposit and final payment terms related to the real estate transaction price, performance obligations related to improvements, if any, that will be completed by us, the consideration of any price or profit participation revenue related to the contract, and fee income related to marketing and advertising services. The transaction price associated with the real estate is generally fixed and revenue is recognized at a point in time when the customer takes control of the real estate. The transaction price related to profit or price participation is a variable component of the transaction price and is recognized at the time the customer takes control of the real estate if it can be reasonably estimated and it is probable that a significant reversal in the amount of revenue recognized will not occur.

Under our limited liability company agreements with builders at the Village of Escaya project, we earn contract service revenues based on a percentage of the retail home price of the homes sold by the builders to homebuyers. We record the contract service revenues over time as performance obligations are met, generally our obligation of completing the improvements and providing management oversight related to the completion of the infrastructure improvements for Village of Escaya.

Co-op marketing and advertising fee income is calculated based on a percentage of the retail home price for the homes sold by our customers to homebuyers. We record co-op marketing and advertising fee income over time as performance obligations are met, generally the term of the master marketing program that relates to the sales period of the home product being sold by our customer. Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties.


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Disaggregation of Revenue
The following presents our revenues from contracts with customers disaggregated by project for the three months ended March 31, 2019 and 2018 (in thousands):

Real Estate Segment
OtaySan ElijoAshville ParkThe Market CommonSweetBayRampageBRP LeasingPachoTotal Real Estate SegmentTotal Corporate SegmentTotal
Three month 2019 period
Revenues from contracts with customers:
Sales of real estate$ $17,527 $ $275 $7,805 $ $ $ $25,607 $ $25,607 
Profit participation from real estate sales   185     185  185 
Contract service revenues54        54  54 
Co-op marketing and advertising fees  15      15  15 
Total revenues from contracts with customers54 17,527 15 460 7,805    25,861  25,861 
Other revenues:
Rental income   2,535 94   7 2,636 4 2,640 
Total revenue from other sources:   2,535 94   7 2,636 4 2,640 
Total revenues:$54 $17,527 $15 $2,995 $7,899 $ $ $7 $28,497 $4 $28,501 
Three month 2018 period
Revenues from contracts with customers:
Sales of Real Estate$ $4,804 $ $250 $2,831 $26,000 $ $ $33,885 $ $33,885 
Profit participation from real estate sales   113     113  113 
Contract service revenues11,506        11,506  11,506 
Co-op marketing and advertising fees 100 30      130  130 
Total revenues from contracts with customers11,506 4,904 30 363 2,831 26,000   45,634  45,634 
Other revenues:
Rental income   2,531 67  3,281 7 5,886 3 5,889 
Total revenue from other sources:   2,531 67  3,281 7 5,886 3 5,889 
Total revenues:$11,506 $4,904 $30 $2,894 $2,898 $