DISCONTINUED OPERATIONS

The Company’s agribusiness and real estate segment qualified as held-for-sale at December 31, 2017 and has been classified as discontinued operations in the accompanying consolidated financial statements as of the earliest period presented.

During 2017, UCP entered into a merger agreement with Century whereby each outstanding share of UCP common stock was converted into $5.32 in cash and 0.2309 of a newly issued share of Century common stock representing 9% of Century’s common stock then outstanding. The transaction closed on August 4, 2017 and as a result the Company deconsolidated UCP as of the closing date. In October 2017, the Company sold its entire position of Century common stock for $59.2 million and recorded a realized loss of $842,000.

During 2015, the Company sold substantially all of the assets used in its agribusiness segment for a net selling price of $105.3 million. After repayment of $80.9 million of outstanding debt and $5.9 million in selling and other related costs of the sale, the Company received net proceeds of $18.4 million on the date of close. After resolution of certain operation escrow matters and all selling and related costs of the sale, the Company received final proceeds of $16.4 million.

The Company has guaranteed up to $8 million for any indemnification claims in excess of the $6 million escrow pursuant to the terms of a guaranty agreement with the buyer. The guaranty will remain in force until July 31, 2020. The guaranty has been recorded at estimated fair value that reflects the Company’s expectation that no significant amounts will be paid out under the guaranty. However, any amounts paid by the Company in excess of the estimate will result in additional loss on the sale.

The following table presents the details of the Company’s results from all discontinued operations included in the consolidated statement of operations and comprehensive income or loss (in thousands):



	2017			2016			2015
Revenue and other income:
Sale of real estate	$	247,213		$	354,368		$	278,826
Sale of canola oil and meal							82,267
Other	506			866			173
Total revenue and other income	247,719			355,234			361,266

Cost of goods sold:
Cost of real estate sold	200,789			290,412			226,476
Cost of canola oil and meal sold							90,061
Total cost of goods sold	200,789			290,412			316,537

Impairment loss on intangible and long-lived assets	102			6,811			3,072
Interest							3,259
Selling expenses	13,784			19,774			21,596
General, administrative and other	29,631			29,554			41,111
Total expenses	244,306			346,551			385,575
Income (loss) from discontinued operations	3,413			8,683			(24,309		)
Benefit (provision) for federal and state income taxes	(360		)	5,216
Loss on sale of discontinued operations, net of tax	(8,698		)	(1,775		)	(18,729		)
Net loss from discontinued operations, net of tax	(5,645		)	12,124			(43,038		)
Net loss from discontinued operations attributable to noncontrolling interests	(1,150		)	(8,836		)	(979		)
Net loss from discontinued operations attributable to PICO Holdings, Inc.	$	(6,795	)	$	3,288		$	(44,017	)

The following table presents the details of the Company’s discontinued assets and liabilities classified as held-for-sale in the consolidated balance sheet (in thousands):



	December 31, 2016
Assets:
Cash and cash equivalents	$	40,931
Real estate	373,207
Accounts receivable	5,628
Other assets	14,418
Real estate assets held-for-sale	$	434,184
Agribusiness assets held-for-sale	6,505
Total assets held-for-sale	$	440,689

Liabilities:
Debt	$	160,994
Accounts payable and accrued expenses	34,025
Other	12,271
Real estate liabilities held-for-sale	$	207,290
Agribusiness liabilities held-for-sale	276
Total liabilities held-for-sale	$	207,566