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Investments
9 Months Ended
Sep. 30, 2017
Investments, Debt and Equity Securities [Abstract]  
Investments
Investments
At September 30, 2017, investments and restricted investments classified as available-for-sale securities were as follows:
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Investments:
 
 
 
 
 
 
 
U.S. Treasury securities
$
9,995

 
$
1

 
$

 
$
9,996

Corporate debt securities
103,251

 
778

 
2,522

 
101,507

Preferred stock
33,923

 
708

 
898

 
33,733

 
147,169


1,487


3,420


145,236

Restricted investments:
 
 
 
 
 
 
 
Short-term bond
4,239

 
6

 

 
4,245

Money market funds
217

 

 

 
217

 
4,456

 
6

 

 
4,462

 
$
151,625


$
1,493


$
3,420


$
149,698


At December 31, 2016, investments and restricted investments classified as available-for-sale securities were as follows:
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Investments:
 
 
 
 
 
 
 
Corporate debt securities
$
135,590

 
$
5,311

 
$
1,769

 
$
139,132

Preferred stock
36,048

 
656

 
111

 
36,593

 
171,638


5,967


1,880


175,725

Restricted investments:
 
 
 
 
 
 
 
Short-term bond
4,232

 

 
6

 
4,226

Money market fund
1,410

 

 

 
1,410

 
5,642

 

 
6

 
5,636

 
$
177,280


$
5,967


$
1,886


$
181,361


Mr. Bruce R. Berkowitz is the Chairman of the Company’s Board of Directors (the “Board”). He is the Manager of, and controls entities that own and control, Fairholme Holdings, LLC, which wholly owns Fairholme Capital Management, L.L.C. (“FCM”, a registered investment advisor registered with the Securities and Exchange Commission) and the Fairholme Trust Company, L.L.C. (“FTC”, a non-depository trust company regulated by the Florida Office of Financial Regulation). Mr. Berkowitz is the Chief Investment Officer of FCM, and the Chief Executive Officer and a director of FTC. Since April 2013, FCM has provided investment advisory services to the Company directly, or more recently, as the sub-advisor to FTC. Neither FCM nor FTC receives any compensation for services as the Company’s investment advisor. As of September 30, 2017, clients of FCM and FTC beneficially owned approximately 40.58% of the Company’s common stock. FCM and its client The Fairholme Fund, a series of the Fairholme Funds, Inc., may be deemed affiliates of the Company.
Both Mr. Cesar Alvarez and Mr. Howard Frank are members of the Company’s Board and also serve as directors of Fairholme Funds, Inc. Mr. Alvarez is also a director of FTC.
Pursuant to the terms of an Investment Management Agreement, as amended, with the Company (the “Agreement”), FTC agreed to supervise and direct the investments of investment accounts established by the Company in accordance with the investment guidelines and restrictions approved by the Investment Committee of the Company’s Board. The investment guidelines are set forth in the Agreement and require that, as of the date of any investment: (i) no more than 15% of the investment account may be invested in securities of any one issuer (excluding the U.S. Government), (ii) any investment in any one issuer (excluding the U.S. Government) that exceeds 10% of the investment account, but not 15%, requires the consent of at least two members of the Investment Committee, (iii) 25% of the investment account must be held in cash or cash equivalents, (iv) the investment account is permitted to be invested in common equity securities; however, common stock investments shall be limited to exchange-traded common equities, shall not exceed 5% ownership of a single issuer and, cumulatively, the common stock held in the Company’s investment portfolio shall not exceed $100.0 million market value, and (v) the aggregate market value of investments in common stock, preferred stock or other equity investments cannot exceed 25% of the market value of the Company’s investment portfolio at the time of purchase.
As of September 30, 2017, the investment account included $10.0 million of U.S. Treasury securities, $101.5 million of corporate debt securities and $33.7 million of preferred stock. Of the $101.5 million corporate debt securities and $33.7 million preferred stock $9.2 million and $0.2 million, respectively, were issued by Sears Holdings Corporation or affiliates, of which Mr. Berkowitz serves on the board of directors and may be deemed an affiliate of FCM, or the Company. On October 14, 2017, Mr. Berkowitz notified Sears Holding Corporation that effective October 31, 2017, he would step down from their board of directors.
During the three months ended September 30, 2017, realized losses from the sale of available for-sale securities were $0.1 million. During the nine months ended September 30, 2017, realized gains from the sale of available for-sale securities were $10.8 million. During the nine months ended September 30, 2017, proceeds from the sale of available-for-sale securities were $144.3 million.
During both the three and nine months ended September 30, 2016, realized gains from the sale of available for-sale securities were less than $0.1 million. During the nine months ended September 30, 2016, proceeds from the sale of available-for-sale securities were $83.3 million and proceeds from the maturity of available-for-sale securities were $185.0 million.
The following table provides the corporate debt securities, preferred stock and restricted investments unrealized loss position and related fair values:    
 
As of September 30, 2017
 
As of December 31, 2016
 
Less Than 12 Months
 
12 Months or Greater
 
Less Than 12 Months
 
12 Months or Greater
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
42,178

 
2,034

 
28,142

 
488

 
64,516

 
1,410

 
6,971

 
359

Preferred stock
11,729

 
871

 
169

 
27

 

 

 
153

 
111

Restricted investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term bond

 

 

 

 
4,226

 
6

 

 

 
$
53,907

 
$
2,905

 
$
28,311

 
$
515

 
$
68,742

 
$
1,416

 
$
7,124

 
$
470



As of September 30, 2017, the Company had investments with an unrealized loss of $3.4 million related to corporate debt securities and preferred stock. The Company had an unrealized loss of $1.9 million as of December 31, 2016 related to corporate debt securities, preferred stock and restricted investments. As of September 30, 2017 and December 31, 2016, the Company did not intend to sell the investments with a material unrealized loss and it is more likely than not that the Company will not be required to sell any of these securities prior to their anticipated recovery, which could be maturity. During the three months ended September 30, 2017, the Company determined that an unrealized loss related to its corporate debt securities was other-than-temporarily impaired and recorded an impairment of $0.4 million for credit-related loss in investment income, net in the Company's condensed consolidated statements of income. During the nine months ended September 30, 2017, the Company determined that an unrealized loss related to its corporate debt securities and preferred stock was other-than-temporarily impaired and recorded an impairment of $0.8 million for credit-related loss in investment income, net in the Company's condensed consolidated statements of income.
The net carrying value and estimated fair value of investments and restricted investments classified as available-for-sale at September 30, 2017, by contractual maturity are shown in the following table. Actual maturities may differ from contractual maturities since certain borrowers have the right to call or prepay obligations.
 
Amortized Cost
 
Fair Value
Due in one year or less
$
13,974

 
$
13,944

Due after one year through five years
95,423

 
93,476

Due after five year through ten years
3,757

 
4,025

Due after ten years through fifteen years
92

 
58

 
113,246

 
111,503

Preferred stock
33,923

 
33,733

Restricted investments
4,456

 
4,462

 
$
151,625

 
$
149,698