Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 11-K
þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal ended December 31, 2015
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 033-36383
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
PICO HOLDINGS, INC. EMPLOYEES 401(k)
RETIREMENT PLAN AND TRUST
Financial statements as of December 31, 2015 and 2014 and for the year ended December 31, 2015. Supplemental schedules as of and for the year ended December 31, 2015 and Report of Independent Registered Public Accounting Firm.
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
PICO HOLDINGS, INC.
7979 Ivanhoe Avenue, Suite 300
La Jolla, California 92037
PICO Holdings, Inc. Employees 401(k)
Retirement Plan and Trust
Table of Contents
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Financial Statements: | |
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Supplemental Schedules: | |
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Note: | All other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of and Participants in the
PICO Holdings, Inc. Employees 401(k) Retirement Plan and Trust
La Jolla, CA
We have audited the accompanying statements of net assets available for benefits of the PICO Holdings, Inc. Employees 401(k) Retirement Plan and Trust (the "Plan") as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying schedules of assets (held at end of year) as of December 31, 2015 and delinquent contributions for the year ended December 31, 2015, have been subjected to audit procedures performed in conjunction with the audits of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we have evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
As further discussed in Note 1, the Plan adopted Accounting Standards Update No. 2015-12 as of December 31, 2015 and 2014 for the year ended December 31, 2015. Our opinion is not modified in respect to this matter.
/s/ MAYER HOFFMAN MCCANN P.C.
San Diego, California
June 28, 2016
PICO Holdings, Inc. Employees 401(k)
Retirement Plan and Trust
Statements of Net Assets Available for Benefits
December 31, 2015 and 2014
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| | | | | | | |
| 2015 | | 2014 |
Assets | | | |
Cash and cash equivalents |
| | $ | 17,595 |
|
Investments - at fair value (See Note 3) | $ | 17,067,194 |
| | 15,607,455 |
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Fully benefit-responsive stable value fund - at contract value (See Note 6) | 55,963 |
| | 1,680,239 |
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Total investments | 17,123,157 |
| | 17,305,289 |
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| | | |
Employer contributions receivable | 29,708 |
| | 39,881 |
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| | | |
Net assets available for benefits | $ | 17,152,865 |
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| $ | 17,345,170 |
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The accompanying notes are an integral part of these financial statements.
PICO Holdings, Inc. Employees 401(k)
Retirement Plan and Trust
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2015
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| 2015 |
Additions | |
Contributions: | |
Participant contributions | $ | 1,772,527 |
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Rollover contributions | 490,670 |
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Employer contributions | 870,475 |
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Total contributions | 3,133,672 |
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Investment income: | |
Net depreciation in fair value of investments | (1,716,534 | ) |
Interest and dividends | 911,342 |
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Net investment loss | (805,192 | ) |
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Deductions | |
Benefits paid to participants | 2,494,954 |
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Plan expenses | 25,831 |
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Total deductions | 2,520,785 |
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Decrease in net assets | (192,305 | ) |
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Net assets available for benefits: | |
Beginning of year | 17,345,170 |
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End of year | $ | 17,152,865 |
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The accompanying notes are an integral part of these financial statements.
PICO Holdings, Inc. Employees 401(k)
Retirement Plan and Trust
Notes to Financial Statements
1. Description of Plan
The following description of the PICO Holdings, Inc. Employees 401(k) Retirement Plan and Trust (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
General - The Plan is a defined contribution 401(k) profit-sharing plan covering eligible employees as defined in the Plan Agreement of PICO Holdings, Inc. and subsidiaries (the “Company” and “Plan Sponsor”). The Plan was adopted to provide retirement benefits to employees of the Plan Sponsor. Effective January 1, 2014, the Plan was modified to be a multiple employer plan, as defined by Section 413(c) of the Internal Revenue Code, due to the initial public offering of a subsidiary of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and has been designed to be qualified for tax-exempt status by the Internal Revenue Service (“IRS”).
Fidelity Management Trust Company is the trustee of the plan (“Trustee”). The Trustee has the authority to administer and maintain the Plan assets at the direction of the Company or a participant. Fidelity Management Trust Company is also the Plan custodian and the Plan record-keeper. From January 1, 2015 through January 31, 2015, Mid Atlantic Trust Company was the trustee and custodian of the plan and Findley Davies was the record-keeper. The trustee, custodian and record-keeper was changed to Fidelity Management Trust Company effective February 1, 2015.
Contributions - Each year, participants may contribute up to the maximum allowed by law of pretax annual compensation, as defined in the Plan, which was $18,000 for the year ended December 31, 2015. The Plan Sponsor matches up to 5% of the elective deferral of base compensation that a participant contributes to the Plan. The Plan Sponsor's matching contribution does not begin until the first day of the quarter after an employee completes one year of service. Additional amounts which represent profit sharing, as defined in the Plan, may be contributed at the option of the Plan Sponsor. For the year ended December 31, 2015, there was no additional discretionary contribution to the Plan.
Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contributions, employer matching contributions, and allocations of (a) the Plan Sponsor's discretionary profit-sharing contributions and (b) Plan earnings, and debited for withdrawals as applicable.
Investments - Upon enrollment in the Plan, a participant may direct 100% of elective deferrals, employer matching contributions, and discretionary profit-sharing amounts. Participants choose from a number of different mutual funds, a common collective trust fund, and a self-directed brokerage account. In addition, participants are able to invest in the stock of the Plan Sponsor. Excess cash within the Plan is invested in an institutional money market fund.
Vesting - Participants are immediately vested in their contributions, the employer matching contributions, plus earnings thereon. Participants become partially vested in the discretionary profit-sharing employer contributions after two years of service and fully vested after six years of service.
Vesting in the Plan Sponsor's discretionary profit-sharing contribution portion of their accounts, plus actual earnings thereon, is based on years of service in accordance with the following schedule:
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| | | |
Years of Service | | Percentage |
Less than 2 | | — | % |
2 | | 20 | % |
3 | | 40 | % |
4 | | 60 | % |
5 | | 80 | % |
6 or more | | 100 | % |
Participant Loans - Loans to participants are not permitted under the Plan.
Payment of Benefits - Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest or annual installments. If the value of the participant's account is $5,000 or less, the trustee shall distribute the entire vested account to the participant.
Forfeited Accounts - At December 31, 2015 and 2014, forfeited non-vested accounts totaled $110,580 and $49,233, respectively. Forfeited balances of terminated participants' non-vested accounts are used to reduce plan expenses or employer contributions. There were no forfeited non-vested accounts used to reduce employer contributions, while $15,135 was used to pay plan expenses for the year ended December 31, 2015.
2. Summary of Significant Accounting Policies
Basis of Accounting - The accompanying financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets and the changes in net assets during the reporting period and disclosure of contingent assets at the date of the financial statements. Actual results could differ from those estimates.
Risks and Uncertainties - The Plan utilizes various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition - The Plan's investments are stated at fair value or contract value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments in common stock, preferred stock, corporate bonds and real estate investment trusts through self-directed brokerage accounts, money market accounts, mutual funds, and Plan Sponsor common stock are valued at quoted market prices.
The Plan invests in investment contracts through a common collective trust fund, the Fidelity Managed Income Portfolio Class I (“Stable Value Fund”) which may invest in conventional and synthetic investment contracts issued by insurance companies, banks and other financial institutions, corporate, municipal and government bonds, mortgage-backed securities, asset backed securities, private placements, derivative instruments, zero coupon bonds, medium-term notes, preferred securities, structured notes, floating-rate debt, inflation protected securities, cash or short-term debt obligations and collective investment vehicles or shares of investment companies that invest primarily in fixed income securities. Investments in the Stable Value Fund are valued based upon the redemption price of units held by the Plan, which is based on the current contract value of the fund's underlying assets. Unit values are determined by the financial institution sponsoring such funds by dividing the fund's net assets at contract value by its units outstanding at the valuation dates.
The statement of changes in net assets available for benefits is prepared using the contract value basis. The contract value of the Stable Value Fund represents contributions plus earnings, less participant withdrawals and administrative expenses. Purchases and sales of investment securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment income for such investments.
Administrative Expenses - Administrative expenses of the Plan are paid by the Plan Sponsor as provided in the plan document. All investment management and transaction fees directly related to the Plan investments are paid by the Plan.
Payment of Benefits - Benefit payments to participants are recorded upon distribution. There were no participants, who elected to withdraw from the Plan, but had not yet been paid at December 31, 2015 and 2014.
New Accounting Pronouncements - In July 2015, the FASB issued Accounting Standards Update No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965), I. Fully Benefit-Responsive Investment Contracts, II. Plan Investment Disclosures, III. Measurement Date Practical Expedient (“ASU 2015-12”). The FASB is issuing this update in response to a proposal developed by the Emerging Issues Task Force (“EITF”) to reduce complexity in employee benefit plan accounting.
Part I of ASU 2015-12 requires fully benefit-responsive investment contracts to be measured, presented and disclosed at contract value. Contract value is the relevant measure for those contracts because that is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan.
Part II of ASU 2015-12 requires that investments (both participant-directed and nonparticipant-directed) of employee benefit plans be grouped only by general type, such as the following: registered investment companies, government securities, common-collective trusts, pooled separate accounts, short-term securities, corporate bonds, common stock, mortgages, real estate and self-directed brokerage accounts. Plans will be required to disclose the net appreciation or depreciation in fair value of investments in aggregate, but will no longer be required to be disaggregated and disclosed by general type. In addition, if an investment is measured using the net asset value per share (or its equivalent) practical expedient and that investment is in a fund that files a U.S. Department of Labor Form 5500 as a direct filing entity, disclosure of that investment’s strategy will no longer be required.
Part III of ASU 2015-12 provides a practical expedient to permit plans to measure investments and investment related accounts (for example, a liability for a pending trade with a broker) as of a month-end that is closest to the plan’s fiscal year end, when the fiscal period does not coincide with a month-end. If a plan applies the practical expedient and a contribution, distribution, and/or significant event occurs between the alternative measurement date and the plan’s fiscal year end, the plan should disclose the amount of the contribution, distribution, and/or significant event.
The amendments in ASU 2015-12 are effective for fiscal years beginning after December 15, 2015; early application is permitted.
The Plan elected to early adopt ASU 2015-12 Parts I and II as of October 25, 2015 as it will simplify Plan accounting and presentation in the financial statements. The Plan has applied the provisions retrospectively. The Plan is not adopting Part III of the provisions of ASU 2015-12.
3. Fair Value Measurements
The FASB accounting guidance on fair value measurements and disclosures provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The Plan's policy is to recognize significant transfers between levels at the end of the reporting period.
Asset Valuation Techniques
The Company's common stock is valued at the closing price reported on the active market on which the securities are traded on the last business day of the Plan year. The Company's common stock is categorized as Level 1.
Money market funds consist of investments in an institutional money market fund that permits daily redemption, the fair value of which is based upon the quoted price in active markets provided by the financial institution managing this fund.
Self-directed brokerage assets consist of common stock, preferred stock, corporate bonds and real estate investment trusts, which are valued at the last reported sales price on the last business day of the year, and uninvested cash, which is recorded at carrying value as maturities are less than three months. These assets are categorized as Level 1 with the exception of certain common stock and preferred stock which are categorized as Level 2.
Shares of registered investment companies are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded and therefore are categorized as Level 1.
The following tables set forth by level within the fair value hierarchy a summary of the Plan's investments measured at fair value on a recurring basis:
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| | | | | | | | | | | | | | |
| | Active Markets | | Other | | Significant | | |
| | for Identical | | Observable | | Unobservable | | |
December 31, 2015 | | Assets (Level 1) | | Inputs (Level 2) | | Inputs (Level 3) | | Total |
Money market fund | | $ | 189,074 |
| | | | | | $ | 189,074 |
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Common stock (1) | | 649,560 |
| | | | | | 649,560 |
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Self-directed brokerage accounts | | 491,028 |
| | $ | 73,996 |
| | | | 565,024 |
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Mutual funds | | 15,663,536 |
| | | | | | 15,663,536 |
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Total | | $ | 16,993,198 |
| | $ | 73,996 |
| | | | $ | 17,067,194 |
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| | | | | | | | |
(1) Represents a party-in-interest to the Plan. | | | | | | | | |
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| | | | | | | | | | | | |
| | Active Markets | | Other | | Significant | | |
| | for Identical | | Observable | | Unobservable | | |
December 31, 2014 | | Assets (Level 1) | | Inputs (Level 2) | | Inputs (Level 3) | | Total |
Common stock (1) | | $ | 1,243,723 |
| | | | | | $ | 1,243,723 |
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Mutual funds | | 14,363,732 |
| | | | | | 14,363,732 |
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Total | | $ | 15,607,455 |
| |
| | | | $ | 15,607,455 |
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| | | | | | | | |
(1) Represents a party-in-interest to the Plan. | | | | | | |
Transfers Between Levels - The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the end of the reporting period.
We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. For the years ended, December 31, 2015 and 2014, there were no transfers between levels.
4. Federal Income Tax Status
The Plan is a standardized prototype plan. The IRS has determined and informed the Company by a letter dated March 31, 2014, that the Plan and related trust satisfy the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended (“IRC”) and therefore, are tax-exempt. The Plan has been amended since the latest determination letter. However, the Company and Plan Sponsor believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.
Plan management is required to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken uncertain position that more likely than not would not be sustained upon examination by the IRS. The tax positions taken by the Plan have been analyzed and, as of December 31, 2015, there were no uncertain tax positions taken or expected to be taken that would require recognition of a liability, asset, or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Sponsor believes it is no longer subject to federal income tax examinations for years prior to 2012.
5. Related Party Transactions
Plan investments include common stock of PICO Holdings, Inc., which is also the Plan Sponsor. From January 1, 2015 through January 31, 2015, Mid Atlantic Trust Company was the Trustee and Findley Davies was the record-keeper. The Trustee and record-keeper was changed to Fidelity Management Trust Company effective February 1, 2015. The Plan Sponsor pays administrative expenses of the Plan.
6. Stable Value Fund
The Stable Value Fund (the "Fund") is a collective investment trust under the trusteeship of Fidelity Management Trust Company and the Union Bond & Trust Company at December 31, 2015 and 2014, respectively. The beneficial interest of each participant is represented by units. Units are issued and redeemed daily and the Fund's net asset value, based upon the closing value per unit of the Fund, which is determined daily following the close of regular trading on the New York Stock Exchange. The Fund's net asset value was $1.00 and $24.52 at December 31, 2015 and 2014, respectively. Distribution to the Fund's unit holders is declared daily from the net investment income and automatically reinvested in the Fund on a monthly basis, when paid.
It is the policy of the Fund to use its best efforts to maintain a stable net asset value, although there is no guarantee that the Fund will be able to maintain this value.
Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the Fund, plus earnings, less participant withdrawals and administrative expenses. The Fund imposes certain restrictions on the Plan, and the Fund itself may be subject to circumstances that affect its ability to transact at contract value, as described in the following paragraphs. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.
Redemption Restrictions of the Fund - The Fund has redemption restrictions for participant-directed transfers to competing investment options, permitted participant withdrawals and transfers, and Plan Sponsor-directed withdrawals or liquidations.
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● | Participant-directed transfers to competing investments must be held in a non-competing investment option for a minimum of 90 days before a transfer to a competing option may occur. |
● | Permitted participant withdrawals and transfers are typically processed daily. However, the Fund trustee may, at its discretion in the best interest of the Fund, delay such withdrawals and make payments available as quickly as cash flow and prudent portfolio management permit. |
● | Plan Sponsor-directed withdrawals or liquidation require a 12 month advance written notice. |
The Fund invests in Synthetic GICs which are reported at fair value for Form 5500 purposes and at contract value for financial reporting purposes. This results in a reconciling item between the total net assets available for benefits recorded on Form 5500 and the total net assets available for benefits included in the accompanying financial statements, amounting to $383 and $16,197 at December 31, 2015 and 2014, respectively.
7. Exempt Party-In-Interest Transactions
At December 31, 2015 and 2014, the Plan held 62,942 and 65,980 shares, respectively, of PICO Holdings, Inc. common stock, the Plan Sponsor, with a cost basis of $978,471 and $1,526,105, respectively. During the year ended December 31, 2015, the Plan recorded no dividend income from such shares.
8. Plan Termination
Although the Company has not expressed any intention to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
Effective July 31, 2015 the Company sold substantially all of the assets used in its wholly-owned agribusiness segment, PICO Northstar Hallock, LLC. As a result of the transaction, all employees of PICO Northstar Hallcok, LLC were terminated, which resulted in a partial plan termination under the IRC and the affected participants became 100% vested in their accounts.
Supplemental Schedules
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PICO Holdings, Inc. Employees 401(k) Retirement Plan and Trust |
Employer ID Number: 94-2723335 |
Plan Number: 004 |
|
Form 5500, Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
As of December 31, 2015 |
| | | | |
(a) | (b) Identity of Issue, Borrower, Lessor, or Similar Party | (c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | (d) Cost | (e) Current Value |
| American Funds American Balanced Fund R-6 | Mutual Fund | ** | $ | 394,322 |
|
| American Funds EuroPacific Growth Fund R-5 | Mutual Fund | ** | 67,290 |
|
| American Funds Income Fund of America R-5 | Mutual Fund | ** | 1,362 |
|
| American Funds Intermediate Bond Fund R-6 | Mutual Fund | ** | 68,549 |
|
| American Funds 2010 Target Date Retirement Fund R-5 | Mutual Fund | ** | 371,517 |
|
| American Funds 2015 Target Date Retirement Fund R-5 | Mutual Fund | ** | 155,415 |
|
| American Funds 2020 Target Date Retirement Fund R-5 | Mutual Fund | ** | 1,775,989 |
|
| American Funds 2025 Target Date Retirement Fund R-5 | Mutual Fund | ** | 2,093,702 |
|
| American Funds 2030 Target Date Retirement Fund R-5 | Mutual Fund | ** | 1,319,235 |
|
| American Funds 2035 Target Date Retirement Fund R-5 | Mutual Fund | ** | 2,075,950 |
|
| American Funds 2040 Target Date Retirement Fund R-5 | Mutual Fund | ** | 775,661 |
|
| American Funds 2045 Target Date Retirement Fund R-5 | Mutual Fund | ** | 692,795 |
|
| American Funds 2050 Target Date Retirement Fund R-5 | Mutual Fund | ** | 584,063 |
|
| American Funds 2055 Target Date Retirement Fund R-5 | Mutual Fund | ** | 76,994 |
|
| BlackRock Equity Dividend Fund Institutional | Mutual Fund | ** | 429,645 |
|
| DFA Emerging Markets Value Portfolio Institutional | Mutual Fund | ** | 132,186 |
|
| DFA Inflation-Protected Securities Portfolio Institutional | Mutual Fund | ** | 16,790 |
|
| DFA US Targeted Value Portfolio Institutional | Mutual Fund | ** | 213,521 |
|
* | Fidelity Low-Priced Stock | Mutual Fund | ** | 190,831 |
|
| Franklin Small Cap Growth Fund R-6 | Mutual Fund | ** | 35,133 |
|
| Oppenheimer Developing Markets Y | Mutual Fund | ** | 46,809 |
|
| Royce Premier Investment | Mutual Fund | ** | 44,587 |
|
| T. Rowe Price Health Sciences Fund | Mutual Fund | ** | 1,904,708 |
|
* | Fidelity Spartan 500 Index Fund Fidelity Advantage Class | Mutual Fund | ** | 674,254 |
|
* | Fidelity Spartan Mid-Cap Index Fund | Mutual Fund | ** | 406,192 |
|
* | Fidelity Spartan Small-Cap Index Fund | Mutual Fund | ** | 335,321 |
|
| Templeton Frontier Markets A | Mutual Fund | ** | 91,771 |
|
| Templeton Global Bond A | Mutual Fund | ** | 46,305 |
|
| Vanguard Long-Term Treasury Fund Admiral Shares | Mutual Fund | ** | 146,687 |
|
| Vanguard Mid-Cap Growth Index Fund Admiral Shares | Mutual Fund | ** | 346,245 |
|
| Wintergreen Fund Investor | Mutual Fund | ** | 149,707 |
|
| Money Market Funds | | | |
* | Fidelity Money Market Trust Retirement Government Money Market II Portfolio | Money Market Fund | ** | 189,074 |
|
| Common Collective Trust Funds | | | |
* | Fidelity Managed Income Portfolio Class I Stable Value Fund | Common Collective Trust Fund | ** | 56,345 |
|
| Employer Securities | | | |
|
| | | | | | |
* | PICO Holdings, Inc., common stock | Company Stock | ** | 649,560 |
|
| Self-Directed Brokerage Accounts | | | |
| Fidelity BrokerageLink | Self-Directed Brokerage Account | ** | 565,024 |
|
| | | | |
| Total Investments | | | $ | 17,123,539 |
|
| | | | |
* | Represents a party-in-interest to the Plan. | | | |
| | | | |
** | Not applicable - participant-directed investment. |
|
| | | | | | | |
PICO Holdings, Inc. Employees 401(k) Retirement Plan and Trust | |
Employer ID Number: 94-2723335 | |
Plan Number: 004 | |
| |
Form 5500, Schedule H, Line 4a — Schedule of Delinquent Participant Contributions |
For the Year Ended December 31, 2015 |
| | | | | |
| | Total That Constitute Nonexempt Prohibited Transactions | |
| | Contributions Not Corrected | Contributions Corrected Outside VFCP | Contributions Pending Correction in VFCP | Total Fully Corrected under VFCP and PTE 2002-51 |
| Participant Contributions Transferred Late to the Plan | $ | 3,357 |
| | | |
Signature
Pursuant to the requirements of the United States Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
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| | | |
| | PICO Holdings, Inc. Employees |
| | 401(k) Retirement Plan and Trust |
| | |
Date: | June 28, 2016 | | By: /s/ John T. Perri |
| | John T. Perri |
| | Vice President and Chief Accounting Officer |
| | (Authorized Signatory) |