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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ucp Class A | NYSE:UCP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.44 | 0 | 01:00:00 |
Delaware
(State or other jurisdiction of incorporation)
|
90-0978085
(IRS Employer Identification No.)
|
Large accelerated filer
|
£
|
|
Accelerated filer
|
S
|
|
Non-accelerated filer
|
£
|
|
Smaller reporting company
|
£
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
Part I - Financial Information
|
|
|
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
|
|
|
Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015
|
|
|
|
|
|
Condensed Consolidated Statements of Operations and Comprehensive Income or Loss for the Three and Nine Months Ended September 30, 2016 and 2015
|
|
|
|
|
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Condensed Consolidated Statements of Equity for the Nine Months Ended September 30, 2016 and 2015
|
|
|
|
|
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Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015
|
|
|
|
|
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Notes to Condensed Consolidated Financial Statements
|
|
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Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
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Item 3.
|
Quantitative and Qualitative Disclosure About Market Risk
|
|
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Item 4.
|
Controls and Procedures
|
|
|
|
|
Part II - Other Information
|
||
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
Item 5.
|
Other Information
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Signatures
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,586
|
|
|
$
|
39,829
|
|
Restricted cash
|
900
|
|
|
900
|
|
||
Real estate inventories
|
381,703
|
|
|
360,989
|
|
||
Fixed assets, net
|
966
|
|
|
1,314
|
|
||
Intangible assets, net
|
122
|
|
|
236
|
|
||
Goodwill
|
—
|
|
|
4,223
|
|
||
Receivables
|
4,512
|
|
|
1,317
|
|
||
Other assets
|
6,403
|
|
|
5,889
|
|
||
Total assets
|
$
|
422,192
|
|
|
$
|
414,697
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Accounts payable
|
$
|
21,714
|
|
|
$
|
14,882
|
|
Accrued liabilities
|
22,719
|
|
|
24,616
|
|
||
Customer deposits
|
2,502
|
|
|
1,825
|
|
||
Notes payable, net
|
83,663
|
|
|
82,486
|
|
||
Senior notes, net
|
74,122
|
|
|
73,480
|
|
||
Total liabilities
|
204,720
|
|
|
197,289
|
|
||
|
|
|
|
||||
Commitments and contingencies (
Note 11
)
|
|
|
|
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
Preferred stock, par value $0.01 per share, 50,000,000 authorized, no shares issued and outstanding as of
September 30, 2016
; no shares issued and outstanding as of December 31, 2015
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value; 500,000,000 authorized,
8,034,831
issued and
7,911,195
outstanding as of
September 30, 2016
; 8,014,434 issued and outstanding as of December 31, 2015
|
80
|
|
|
80
|
|
||
Class B common stock, $0.01 par value; 1,000,000 authorized, 100 issued and outstanding as of
September 30, 2016
; 100 issued and outstanding as of December 31, 2015
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
96,892
|
|
|
94,683
|
|
||
Treasury stock at cost;
123,636
shares as of
September
30, 2016
; none as of December 31, 2015
|
(1,000
|
)
|
|
—
|
|
||
Accumulated deficit
|
(2,476
|
)
|
|
(4,563
|
)
|
||
Total UCP, Inc. stockholders’ equity
|
93,496
|
|
|
90,200
|
|
||
Noncontrolling interest
|
123,976
|
|
|
127,208
|
|
||
Total equity
|
217,472
|
|
|
217,408
|
|
||
Total liabilities and equity
|
$
|
422,192
|
|
|
$
|
414,697
|
|
|
Three Months Ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
89,840
|
|
|
$
|
70,284
|
|
|
$
|
239,480
|
|
|
$
|
163,705
|
|
Land development
|
3,900
|
|
|
1,116
|
|
|
5,322
|
|
|
3,156
|
|
||||
Other revenue
|
—
|
|
|
2,272
|
|
|
—
|
|
|
5,060
|
|
||||
Total revenue:
|
93,740
|
|
|
73,672
|
|
|
244,802
|
|
|
171,921
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Cost of sales - homebuilding
|
72,984
|
|
|
57,006
|
|
|
195,561
|
|
|
134,744
|
|
||||
Cost of sales - land development
|
3,834
|
|
|
716
|
|
|
4,519
|
|
|
2,264
|
|
||||
Cost of sales - other revenue
|
—
|
|
|
1,958
|
|
|
—
|
|
|
4,363
|
|
||||
Impairment on real estate
|
192
|
|
|
—
|
|
|
2,589
|
|
|
—
|
|
||||
Total cost of sales
|
77,010
|
|
|
59,680
|
|
|
202,669
|
|
|
141,371
|
|
||||
Gross margin - homebuilding
|
16,856
|
|
|
13,278
|
|
|
43,919
|
|
|
28,961
|
|
||||
Gross margin - land development
|
66
|
|
|
400
|
|
|
803
|
|
|
892
|
|
||||
Gross margin - other revenue
|
—
|
|
|
314
|
|
|
—
|
|
|
697
|
|
||||
Gross margin - impairment on real estate
|
(192
|
)
|
|
—
|
|
|
(2,589
|
)
|
|
—
|
|
||||
Total gross margin
|
16,730
|
|
|
13,992
|
|
|
42,133
|
|
|
30,550
|
|
||||
Sales and marketing
|
4,853
|
|
|
4,692
|
|
|
13,595
|
|
|
13,246
|
|
||||
General and administrative
|
4,592
|
|
|
5,539
|
|
|
19,101
|
|
|
19,311
|
|
||||
Goodwill impairment
|
4,223
|
|
|
—
|
|
|
4,223
|
|
|
—
|
|
||||
Total costs and expenses
|
90,678
|
|
|
69,911
|
|
|
239,588
|
|
|
173,928
|
|
||||
Income (loss) from operations
|
3,062
|
|
|
3,761
|
|
|
5,214
|
|
|
(2,007
|
)
|
||||
Other income, net
|
204
|
|
|
45
|
|
|
253
|
|
|
177
|
|
||||
Net income (loss) before income taxes
|
$
|
3,266
|
|
|
$
|
3,806
|
|
|
$
|
5,467
|
|
|
$
|
(1,830
|
)
|
Provision for income taxes
|
(124
|
)
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
||||
Net income (loss)
|
$
|
3,142
|
|
|
$
|
3,806
|
|
|
$
|
5,196
|
|
|
$
|
(1,830
|
)
|
Net income (loss) attributable to noncontrolling interest
|
$
|
1,857
|
|
|
$
|
2,167
|
|
|
$
|
3,109
|
|
|
$
|
(961
|
)
|
Net income (loss) attributable to UCP, Inc.
|
1,285
|
|
|
1,639
|
|
|
2,087
|
|
|
(869
|
)
|
||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive income (loss)
|
$
|
3,142
|
|
|
$
|
3,806
|
|
|
$
|
5,196
|
|
|
$
|
(1,830
|
)
|
Comprehensive income (loss) attributable to noncontrolling interest
|
$
|
1,857
|
|
|
$
|
2,167
|
|
|
$
|
3,109
|
|
|
$
|
(961
|
)
|
Comprehensive income (loss) attributable to UCP, Inc.
|
$
|
1,285
|
|
|
$
|
1,639
|
|
|
$
|
2,087
|
|
|
$
|
(869
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share of Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.16
|
|
|
$
|
0.21
|
|
|
$
|
0.26
|
|
|
$
|
(0.11
|
)
|
Diluted
|
$
|
0.16
|
|
|
$
|
0.20
|
|
|
$
|
0.26
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7,948,268
|
|
|
7,995,934
|
|
|
7,993,371
|
|
|
7,950,700
|
|
||||
Diluted
|
7,986,416
|
|
|
8,017,768
|
|
|
8,043,830
|
|
|
7,950,700
|
|
|
Shares of common stock outstanding
|
|
Common stock
|
|
Additional
paid-in capital |
|
Treasury stock
|
|
Accumulated
deficit |
|
Noncontrolling
interest |
|
Total
equity |
||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2014
|
7,922,216
|
|
|
100
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
94,110
|
|
|
$
|
—
|
|
|
$
|
(6,934
|
)
|
|
$
|
124,012
|
|
|
$
|
211,267
|
|
|
Class A - Issuance of common stock for RSUs, net of withholding taxes paid for vested RSUs
|
92,218
|
|
|
|
|
1
|
|
|
|
|
(160
|
)
|
|
|
|
|
|
(211
|
)
|
|
(370
|
)
|
|||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
674
|
|
|
|
|
|
|
898
|
|
|
1,572
|
|
|||||||||||||
Distribution to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(981
|
)
|
|
(981
|
)
|
||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(869
|
)
|
|
(961
|
)
|
|
(1,830
|
)
|
|||||||||||||
Balance as of September 30, 2015
|
8,014,434
|
|
|
100
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
94,624
|
|
|
$
|
—
|
|
|
$
|
(7,803
|
)
|
|
$
|
122,757
|
|
|
$
|
209,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2015
|
8,014,434
|
|
|
100
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
94,683
|
|
|
$
|
—
|
|
|
$
|
(4,563
|
)
|
|
$
|
127,208
|
|
|
$
|
217,408
|
|
Class A - Issuance of common stock for RSUs, net of withholding taxes paid for vested RSUs
|
20,397
|
|
|
|
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
(25
|
)
|
|
(45
|
)
|
||||||||||||
Repurchase of common stock
|
(123,636)
|
|
|
|
|
|
|
|
|
|
(1,000
|
)
|
|
|
|
|
|
(1,000
|
)
|
||||||||||||||
Re-allocation from stock issuances
|
|
|
|
|
|
|
|
|
1,909
|
|
|
|
|
|
|
(1,909
|
)
|
|
—
|
|
|||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
320
|
|
|
|
|
|
|
423
|
|
|
743
|
|
|||||||||||||
Distribution to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,830
|
)
|
|
(4,830
|
)
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
2,087
|
|
|
3,109
|
|
|
5,196
|
|
|||||||||||||
Balance as of September 30, 2016
|
7,911,195
|
|
|
100
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
96,892
|
|
|
$
|
(1,000
|
)
|
|
$
|
(2,476
|
)
|
|
$
|
123,976
|
|
|
$
|
217,472
|
|
|
Nine months ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
5,196
|
|
|
$
|
(1,830
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
||||
Stock-based compensation
|
743
|
|
|
1,572
|
|
||
Abandonment charges
|
505
|
|
|
146
|
|
||
Impairment on real estate inventories
|
2,589
|
|
|
—
|
|
||
Depreciation and amortization
|
492
|
|
|
463
|
|
||
Goodwill impairment
|
4,223
|
|
|
—
|
|
||
Fair value adjustment of contingent consideration
|
(2,400
|
)
|
|
(818
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Real estate inventories
|
(23,067
|
)
|
|
(60,715
|
)
|
||
Receivables
|
(3,195
|
)
|
|
307
|
|
||
Other assets
|
(411
|
)
|
|
(2,389
|
)
|
||
Accounts payable
|
6,832
|
|
|
14,732
|
|
||
Accrued liabilities
|
302
|
|
|
(4,360
|
)
|
||
Customer deposits
|
677
|
|
|
1,125
|
|
||
Income taxes payable
|
202
|
|
|
—
|
|
||
Net cash used in operating activities
|
(7,312
|
)
|
|
(51,767
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of fixed assets
|
(117
|
)
|
|
(311
|
)
|
||
Net cash used in investing activities
|
(117
|
)
|
|
(311
|
)
|
||
Financing activities
|
|
|
|
||||
Distribution to noncontrolling interest
|
(4,830
|
)
|
|
(981
|
)
|
||
Proceeds from notes payable
|
106,663
|
|
|
112,595
|
|
||
Repayment of notes payable
|
(105,488
|
)
|
|
(77,895
|
)
|
||
Debt issuance costs
|
(114
|
)
|
|
(698
|
)
|
||
Repurchase of common stock
|
(1,000
|
)
|
|
—
|
|
||
Withholding taxes paid for vested RSUs
|
(45
|
)
|
|
(370
|
)
|
||
Net cash (used by) provided by financing activities
|
(4,814
|
)
|
|
32,651
|
|
||
Net decrease in cash and cash equivalents
|
(12,243
|
)
|
|
(19,427
|
)
|
||
Cash and cash equivalents – beginning of period
|
39,829
|
|
|
42,033
|
|
||
Cash and cash equivalents – end of period
|
$
|
27,586
|
|
|
$
|
22,606
|
|
|
|
|
|
||||
Non-cash investing and financing activity
|
|
|
|
||||
Exercise of land purchase options acquired with acquisition of business
|
$
|
74
|
|
|
$
|
160
|
|
Issuance of Class A common stock for vested restricted stock units
|
$
|
189
|
|
|
$
|
680
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
||||
Income taxes paid
|
$
|
69
|
|
|
$
|
—
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Customer deposits in escrow
|
$
|
2,479
|
|
|
$
|
1,834
|
|
Prepaid expenses
|
823
|
|
|
2,099
|
|
||
Other deposits and prepaid interest
|
1,281
|
|
|
466
|
|
||
Funds held in escrow
|
1,490
|
|
|
1,490
|
|
||
Other assets
|
330
|
|
|
—
|
|
||
Total
|
$
|
6,403
|
|
|
$
|
5,889
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Warranty reserves, beginning of period
|
$
|
3,662
|
|
|
$
|
2,149
|
|
|
$
|
2,852
|
|
|
$
|
1,509
|
|
Warranty reserves accrued
|
611
|
|
|
214
|
|
|
1,655
|
|
|
888
|
|
||||
Warranty expenditures
|
(209
|
)
|
|
(51
|
)
|
|
(443
|
)
|
|
(85
|
)
|
||||
Additional reserves where corresponding amounts are recorded as receivables from insurance carriers
|
1,118
|
|
|
—
|
|
|
1,118
|
|
|
—
|
|
||||
Warranty reserves, end of period
|
$
|
5,182
|
|
|
$
|
2,312
|
|
|
$
|
5,182
|
|
|
$
|
2,312
|
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Application
|
|
Effect on the Consolidated Financial Statements
(or Other Significant Matters)
|
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
(ASU 2016-15)
|
|
Provides guidance on eight specific cash flow classification issues that are currently not clear or included under GAAP: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle.
|
|
January 1, 2018;
early adoption permitted
|
|
Retrospective
|
|
The Company is evaluating the method of adoption and the effect on its consolidated financial statements and related disclosures.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to UCP, Inc.
|
$
|
1,285
|
|
|
$
|
1,639
|
|
|
$
|
2,087
|
|
|
$
|
(869
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares of Class A common stock outstanding - basic
|
7,948,268
|
|
|
7,995,934
|
|
|
7,993,371
|
|
|
7,950,700
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
RSUs
|
38,148
|
|
|
21,834
|
|
|
50,459
|
|
|
—
|
|
||||
Total shares for purpose of calculating diluted net income (loss) per share
|
7,986,416
|
|
|
8,017,768
|
|
|
8,043,830
|
|
|
7,950,700
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share of Class A common stock - basic
|
$
|
0.16
|
|
|
$
|
0.21
|
|
|
$
|
0.26
|
|
|
$
|
(0.11
|
)
|
Net income (loss) per share of Class A common stock - diluted
|
$
|
0.16
|
|
|
$
|
0.20
|
|
|
$
|
0.26
|
|
|
$
|
(0.11
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Anti-dilutive securities
|
361,774
|
|
|
280,148
|
|
|
274,544
|
|
|
340,074
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Deposits and pre-acquisition costs
|
$
|
7,730
|
|
|
$
|
3,836
|
|
Land held and land under development
|
133,386
|
|
|
128,059
|
|
||
Finished lots
|
113,555
|
|
|
117,335
|
|
||
Homes completed or under construction
|
102,606
|
|
|
89,866
|
|
||
Model homes
|
24,426
|
|
|
21,893
|
|
||
Total
|
$
|
381,703
|
|
|
$
|
360,989
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest expense capitalized as cost of home inventory
|
$
|
2,573
|
|
|
$
|
2,442
|
|
|
$
|
7,748
|
|
|
$
|
6,877
|
|
Interest expense capitalized as cost of land inventory
|
606
|
|
|
628
|
|
|
1,551
|
|
|
1,620
|
|
||||
Total interest expense capitalized
|
3,179
|
|
|
3,070
|
|
|
9,299
|
|
|
8,497
|
|
||||
Previously capitalized interest expense included in cost of sales - homebuilding
|
(1,990
|
)
|
|
(1,443
|
)
|
|
(5,319
|
)
|
|
(3,367
|
)
|
||||
Previously capitalized interest expense included in cost of sales - land development
|
(224
|
)
|
|
—
|
|
|
(370
|
)
|
|
(49
|
)
|
||||
Net activity of capitalized interest
|
965
|
|
|
1,627
|
|
|
3,610
|
|
|
5,081
|
|
||||
Capitalized interest expense in beginning inventory
|
15,919
|
|
|
10,753
|
|
|
13,274
|
|
|
7,299
|
|
||||
Capitalized interest expense in ending inventory
|
$
|
16,884
|
|
|
$
|
12,380
|
|
|
$
|
16,884
|
|
|
$
|
12,380
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Computer hardware and software
|
$
|
2,018
|
|
|
$
|
1,954
|
|
Office furniture and equipment and leasehold improvements
|
888
|
|
|
834
|
|
||
Vehicles
|
83
|
|
|
83
|
|
||
Total
|
2,989
|
|
|
2,871
|
|
||
Accumulated depreciation
|
(2,023
|
)
|
|
(1,557
|
)
|
||
Fixed assets, net
|
$
|
966
|
|
|
$
|
1,314
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
(Used)
|
|
Ending Balance
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
(Used)
|
|
Ending Balance
|
||||||||||||
Architectural plans
|
$
|
170
|
|
|
$
|
(86
|
)
|
|
$
|
84
|
|
|
$
|
170
|
|
|
$
|
(60
|
)
|
|
$
|
110
|
|
Land options
|
583
|
|
|
(545
|
)
|
|
38
|
|
|
583
|
|
|
(457
|
)
|
|
126
|
|
||||||
Trademarks and trade names
|
110
|
|
|
(110
|
)
|
|
—
|
|
|
110
|
|
|
(110
|
)
|
|
—
|
|
||||||
|
$
|
863
|
|
|
$
|
(741
|
)
|
|
$
|
122
|
|
|
$
|
863
|
|
|
$
|
(627
|
)
|
|
$
|
236
|
|
|
December 31,
|
||
2016
|
$
|
8
|
|
2017
|
34
|
|
|
2018
|
34
|
|
|
2019
|
8
|
|
|
Total
|
$
|
84
|
|
|
|
Goodwill
|
||
Balance at December 31, 2014
|
|
$
|
4,223
|
|
Goodwill impairment
|
|
—
|
|
|
Balance as of September 30, 2015
|
|
$
|
4,223
|
|
|
|
|
||
|
|
Goodwill
|
||
Balance at December 31, 2015
|
|
$
|
4,223
|
|
Goodwill impairment
|
|
(4,223
|
)
|
|
Balance as of September 30, 2016
|
|
$
|
—
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Variable Interest Rate:
|
|
|
|
||||
LIBOR + 3.75% through 2016
(a)
|
$
|
4,856
|
|
|
$
|
30,132
|
|
Prime + 1.75% through 2016
(b)
|
—
|
|
|
717
|
|
||
LIBOR + 3.00% through 2016
(a)
|
—
|
|
|
4,832
|
|
||
LIBOR + 3.50% through 2017
(a)
|
5,256
|
|
|
9,785
|
|
||
LIBOR + 3.75% through 2017
(a)
|
35,661
|
|
|
21,732
|
|
||
LIBOR + 3.75% through 2018
(a)
|
23,086
|
|
|
1,120
|
|
||
5.50% through 2016
|
3,350
|
|
|
2,342
|
|
||
5.00% through 2017
|
6,021
|
|
|
4,581
|
|
||
Total variable notes payable
|
$
|
78,230
|
|
|
$
|
75,241
|
|
|
|
|
|
||||
Fixed Interest Rate:
|
|
|
|
||||
10.00% through 2017
|
$
|
1,604
|
|
|
$
|
1,604
|
|
0.00% through 2017
|
—
|
|
|
1,935
|
|
||
8.00% through 2018
|
4,000
|
|
|
4,000
|
|
||
Total fixed notes payable
|
$
|
5,604
|
|
|
$
|
7,539
|
|
|
|
|
|
||||
Senior Notes, net
|
74,831
|
|
|
74,710
|
|
||
Total notes payable and senior notes
|
$
|
158,665
|
|
|
$
|
157,490
|
|
|
|
|
|
||||
Debt issuance costs
|
(880
|
)
|
|
(1,524
|
)
|
||
Total notes payable and senior notes, net
|
$
|
157,785
|
|
|
$
|
155,966
|
|
2016
|
$
|
8,206
|
|
2017
|
123,373
|
|
|
2018
|
27,086
|
|
|
2019 and thereafter
|
—
|
|
|
Total
|
$
|
158,665
|
|
•
|
Level 1—Quoted prices for identical instruments in active markets
|
•
|
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date
|
•
|
Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Level in Fair Value Hierarchy
|
|
Carrying Value
|
|
Estimated Fair
Value |
|
Carrying Value
|
|
Estimated Fair
Value |
||||||||
Notes Payable
|
Level 3
|
|
$
|
83,834
|
|
|
$
|
86,671
|
|
|
$
|
82,780
|
|
|
$
|
84,712
|
|
2017 Notes
|
Level 3
|
|
74,831
|
|
|
80,705
|
|
|
74,710
|
|
|
82,057
|
|
||||
Total Debt
|
|
|
$
|
158,665
|
|
|
$
|
167,376
|
|
|
$
|
157,490
|
|
|
$
|
166,769
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of September 30, 2016
|
||||||
Contingent consideration
|
|
—
|
|
|
—
|
|
|
$
|
307
|
|
|
$
|
307
|
|
|
|
|
|
|
|
|
|
|
||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of December 31, 2015
|
||||||
Contingent consideration
|
|
—
|
|
|
—
|
|
|
$
|
2,707
|
|
|
$
|
2,707
|
|
|
|
Contingent Consideration
|
||
Balance as of December 31, 2014
|
|
$
|
3,525
|
|
Change in fair value
|
|
(818
|
)
|
|
Balance as of September 30, 2015
|
|
$
|
2,707
|
|
|
|
|
||
|
|
Contingent Consideration
|
||
Balance as of December 31, 2015
|
|
$
|
2,707
|
|
Change in fair value
|
|
(2,400
|
)
|
|
Balance as of September 30, 2016
|
|
$
|
307
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of September 30, 2016
|
|
Total Impairment During the Nine Months Ended September 30, 2016
|
||||||
Real estate and development costs - Heathers at Westport project
|
|
|
|
|
|
$
|
1,066
|
|
|
$
|
1,066
|
|
|
$
|
192
|
|
Real estate and development costs - Sundance project
|
|
|
|
|
|
$
|
1,128
|
|
|
$
|
1,128
|
|
|
$
|
2,397
|
|
Real estate and development costs - River Run project
|
|
|
|
|
|
$
|
3,300
|
|
|
$
|
3,300
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance as of December 31, 2015
|
|
Total Impairment During the Twelve Months Ended December 31, 2015
|
||||||
Real estate and development costs - Heathers at Westport project
|
|
|
|
|
|
$
|
975
|
|
|
$
|
975
|
|
|
$
|
—
|
|
Real estate and development costs - Sundance project
|
|
|
|
|
|
$
|
9,448
|
|
|
$
|
9,448
|
|
|
$
|
—
|
|
Real estate and development costs - River Run project
|
|
|
|
|
|
$
|
5,960
|
|
|
$
|
5,960
|
|
|
$
|
923
|
|
Beginning balance of noncontrolling interest as of December 31, 2015
|
$
|
127,208
|
|
Net income attributable to noncontrolling interest
|
3,109
|
|
|
Re-allocation of stock issuances
|
(1,909
|
)
|
|
Stock-based compensation attributable to noncontrolling interest
|
423
|
|
|
Stock issuance attributable to noncontrolling interest
|
(25
|
)
|
|
Distribution to noncontrolling interest
|
(4,830
|
)
|
|
Ending balance of noncontrolling interest as of September 30, 2016
|
$
|
123,976
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands)
(1)
|
|||
Outstanding as of December 31, 2015
|
149,605
|
|
|
$
|
16.20
|
|
|
8.20
|
|
—
|
Options granted
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options exercised
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options forfeited
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options expired
|
(32,953
|
)
|
|
—
|
|
|
—
|
|
—
|
|
Outstanding as of September 30, 2016
|
116,652
|
|
|
$
|
16.20
|
|
|
7.40
|
|
—
|
|
|
|
|
|
|
|
|
|||
Options vested and exercisable as of September 30, 2016
|
34,996
|
|
|
$
|
16.20
|
|
|
—
|
|
—
|
Options vested and expected to vest as of September 30, 2016
|
108,486
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value (per share)
|
||
Outstanding and unvested as of December 31, 2015
|
48,531
|
|
|
$15.99
|
|
Granted
|
271,635
|
|
|
8.04
|
|
Vested
|
(27,850
|
)
|
|
13.42
|
|
Forfeited
|
—
|
|
|
—
|
|
Outstanding and unvested as of September 30, 2016
|
292,316
|
|
|
$8.85
|
Operating Segments
|
|
Reportable Segments
|
|
State
|
West
|
|
Homebuilding
|
|
California, Washington
|
|
|
Land development
|
|
California, Washington
|
Southeast
|
|
Homebuilding
|
|
North Carolina, South Carolina, Tennessee
|
|
|
Land development
|
|
North Carolina, South Carolina, Tennessee
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
|
Revenues
|
|
Gross Margin
|
|
Revenues
|
|
Gross Margin
|
|
Revenues
|
|
Gross Margin
|
|
Revenues
|
|
Gross Margin
|
||||||||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
West
|
$
|
79,500
|
|
|
$
|
15,129
|
|
|
$
|
51,464
|
|
|
$
|
10,477
|
|
|
$
|
204,273
|
|
|
$
|
38,149
|
|
|
$
|
120,438
|
|
|
$
|
22,589
|
|
Southeast
|
10,340
|
|
|
1,535
|
|
|
18,820
|
|
|
2,801
|
|
|
35,207
|
|
|
5,313
|
|
|
43,267
|
|
|
6,372
|
|
||||||||
Total homebuilding
|
89,840
|
|
|
16,664
|
|
|
70,284
|
|
|
13,278
|
|
|
239,480
|
|
|
43,462
|
|
|
163,705
|
|
|
28,961
|
|
||||||||
Land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
West
|
3,900
|
|
|
66
|
|
|
1,116
|
|
|
400
|
|
|
5,322
|
|
|
(940
|
)
|
|
3,156
|
|
|
892
|
|
||||||||
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(389
|
)
|
|
—
|
|
|
—
|
|
||||||||
Total land development
|
3,900
|
|
|
66
|
|
|
1,116
|
|
|
400
|
|
|
5,322
|
|
|
(1,329
|
)
|
|
3,156
|
|
|
892
|
|
||||||||
Other
(a)
|
—
|
|
|
—
|
|
|
2,272
|
|
|
314
|
|
|
—
|
|
|
—
|
|
|
5,060
|
|
|
697
|
|
||||||||
Total
|
$
|
93,740
|
|
|
$
|
16,730
|
|
|
$
|
73,672
|
|
|
$
|
13,992
|
|
|
$
|
244,802
|
|
|
$
|
42,133
|
|
|
$
|
171,921
|
|
|
$
|
30,550
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross margin
|
$
|
16,730
|
|
|
$
|
13,992
|
|
|
$
|
42,133
|
|
|
$
|
30,550
|
|
Sales and marketing
|
4,853
|
|
|
4,692
|
|
|
13,595
|
|
|
13,246
|
|
||||
General and administrative
|
4,592
|
|
|
5,539
|
|
|
19,101
|
|
|
19,311
|
|
||||
Goodwill impairment
|
4,223
|
|
|
—
|
|
|
4,223
|
|
|
—
|
|
||||
Income (loss) from operations
|
3,062
|
|
|
3,761
|
|
|
5,214
|
|
|
(2,007
|
)
|
||||
Other income, net
|
204
|
|
|
45
|
|
|
253
|
|
|
177
|
|
||||
Net income (loss) before income taxes
|
3,266
|
|
|
3,806
|
|
|
5,467
|
|
|
(1,830
|
)
|
||||
Provision for income taxes
|
(124
|
)
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
||||
Net income (loss)
|
$
|
3,142
|
|
|
$
|
3,806
|
|
|
$
|
5,196
|
|
|
$
|
(1,830
|
)
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Homebuilding
|
|
|
|
||||
West
|
$
|
232,904
|
|
|
$
|
231,624
|
|
Southeast
|
54,168
|
|
|
49,464
|
|
||
Total homebuilding
|
287,072
|
|
|
281,088
|
|
||
Land development
|
|
|
|
||||
West
|
94,631
|
|
|
79,901
|
|
||
Southeast
|
—
|
|
|
—
|
|
||
Total land development
|
94,631
|
|
|
79,901
|
|
||
Other
(a)
|
40,489
|
|
|
53,708
|
|
||
Total
|
$
|
422,192
|
|
|
$
|
414,697
|
|
2016
|
$
|
256
|
|
2017
|
1,029
|
|
|
2018
|
937
|
|
|
2019
|
413
|
|
|
2020
|
213
|
|
|
Thereafter
|
18
|
|
|
Total
|
$
|
2,866
|
|
|
Contingent Consideration
|
||
Balance as of December 31, 2014
|
$
|
3,525
|
|
Change in fair value
|
(818
|
)
|
|
Balance as of September 30, 2015
|
$
|
2,707
|
|
|
Contingent Consideration
|
||
Balance as of December 31, 2015
|
$
|
2,707
|
|
Change in fair value
|
(2,400
|
)
|
|
Balance as of September 30, 2016
|
$
|
307
|
|
•
|
economic changes, either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates, declines in consumer sentiment and an increase in inflation;
|
•
|
downturns in the homebuilding industry, either nationally or in the markets in which we operate;
|
•
|
continued volatility and uncertainty in the credit markets and broader financial markets;
|
•
|
the operating performance of our business;
|
•
|
changes in our business and investment strategy;
|
•
|
availability of land to acquire and our ability to acquire land on favorable terms or at all;
|
•
|
availability, terms and deployment of capital;
|
•
|
disruptions in the availability of mortgage financing or increases in the number of foreclosures in our markets;
|
•
|
shortages of or increased prices for labor, land or raw materials used in housing construction;
|
•
|
delays or restrictions in land development or home construction, or reduced consumer demand resulting from adverse weather and geological conditions or other events outside our control;
|
•
|
the cost and availability of insurance and surety bonds;
|
•
|
changes in, or the failure or inability to comply with, governmental laws and regulations;
|
•
|
the timing of receipt of regulatory approvals and the opening of communities;
|
•
|
the degree and nature of our competition;
|
•
|
our leverage and debt service obligations;
|
•
|
our future operating expenses, which may increase disproportionately to our revenue;
|
•
|
our ability to achieve operational efficiencies with future revenue growth;
|
•
|
our relationship, and actual and potential conflicts of interest, with PICO, which owns a
56.9%
economic interest in our primary operating subsidiary, UCP, LLC, as of
September 30, 2016
and has commensurate voting power in UCP, Inc.; and
|
•
|
availability of, and our ability to retain, qualified personnel.
|
•
|
As a percentage of total revenue, G&A expenses
de
creased to
4.9%
from
7.5%
.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Homebuilding
|
$
|
89,840
|
|
|
$
|
70,284
|
|
|
$
|
19,556
|
|
|
$
|
239,480
|
|
|
$
|
163,705
|
|
|
$
|
75,775
|
|
Land development
|
3,900
|
|
|
1,116
|
|
|
2,784
|
|
|
5,322
|
|
|
3,156
|
|
|
2,166
|
|
||||||
Other
|
—
|
|
|
2,272
|
|
|
(2,272
|
)
|
|
—
|
|
|
5,060
|
|
|
(5,060
|
)
|
||||||
Total revenue
|
93,740
|
|
|
73,672
|
|
|
20,068
|
|
|
244,802
|
|
|
171,921
|
|
|
72,881
|
|
||||||
Cost of Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Homebuilding
|
72,984
|
|
|
57,006
|
|
|
15,978
|
|
|
195,561
|
|
|
134,744
|
|
|
60,817
|
|
||||||
Land development
|
3,834
|
|
|
716
|
|
|
3,118
|
|
|
4,519
|
|
|
2,264
|
|
|
2,255
|
|
||||||
Other
|
—
|
|
|
1,958
|
|
|
(1,958
|
)
|
|
—
|
|
|
4,363
|
|
|
(4,363
|
)
|
||||||
Impairment on real estate
|
192
|
|
|
—
|
|
|
192
|
|
|
2,589
|
|
|
—
|
|
|
2,589
|
|
||||||
Gross Margin
|
16,730
|
|
|
13,992
|
|
|
2,738
|
|
|
42,133
|
|
|
30,550
|
|
|
11,583
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales and marketing
|
4,853
|
|
|
4,692
|
|
|
161
|
|
|
13,595
|
|
|
13,246
|
|
|
349
|
|
||||||
General and administrative
|
4,592
|
|
|
5,539
|
|
|
(947
|
)
|
|
19,101
|
|
|
19,311
|
|
|
(210
|
)
|
||||||
Goodwill impairment
|
4,223
|
|
|
—
|
|
|
4,223
|
|
|
4,223
|
|
|
—
|
|
|
4,223
|
|
||||||
Total expenses
|
13,668
|
|
|
10,231
|
|
|
3,437
|
|
|
36,919
|
|
|
32,557
|
|
|
4,362
|
|
||||||
Income (loss) from operations
|
3,062
|
|
|
3,761
|
|
|
(699
|
)
|
|
5,214
|
|
|
(2,007
|
)
|
|
7,221
|
|
||||||
Other income
|
204
|
|
|
45
|
|
|
159
|
|
|
253
|
|
|
177
|
|
|
76
|
|
||||||
Net income (loss) before tax
|
$
|
3,266
|
|
|
$
|
3,806
|
|
|
$
|
(540
|
)
|
|
$
|
5,467
|
|
|
$
|
(1,830
|
)
|
|
$
|
7,297
|
|
Provision for income taxes
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
|
(271
|
)
|
|
—
|
|
|
(271
|
)
|
||||||
Net income (loss)
|
$
|
3,142
|
|
|
$
|
3,806
|
|
|
$
|
(664
|
)
|
|
$
|
5,196
|
|
|
$
|
(1,830
|
)
|
|
$
|
7,026
|
|
(1)
“Net new home orders” refers to new home sales contracts reduced by the number of sales contracts canceled during the relevant period.
|
|
(2)
“Cancellation rate” refers to sales contracts canceled divided by sales contracts executed during the relevant period.
|
(1)
“Average Active Selling Communities during the period” refers to the average number of open selling communities at the end of each month during the period.
|
|
(2) “
Active Selling Communities” consists of those communities where we have more than 15 or more homes remaining to deliver.
|
|
(3)
“Absorption per Community” refers to the number of net new home orders sold in each active selling community for the period.
|
(1)
|
“Backlog” refers to homes under sales contracts that have not yet closed at the end of the relevant period. Sales contracts relating to homes in backlog may be canceled by the purchaser for a number of reasons, such as the prospective purchaser's inability to obtain mortgage financing. Upon a cancellation, the escrow deposit is returned to the prospective purchaser (other than with respect to certain design-related deposits, which we retain). Accordingly, backlog may not be indicative of our future revenue.
|
(1)
|
Controlled lots are those subject to a purchase or option contract.
|
*
|
Percentages may not add due to rounding.
|
(1)
|
Adjusted gross margin, adjusted homebuilding gross margin and adjusted land development gross margin are non-GAAP financial measures.
|
|
|
|
|
|
|
|
|
|
||||
|
|
As a percentage of total revenue
|
||||||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Sales and marketing
|
|
5.2
|
%
|
|
6.4
|
%
|
|
5.6
|
%
|
|
7.7
|
%
|
General and administrative
|
|
4.9
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|
11.2
|
%
|
Total sales and marketing and general and administrative
|
|
10.1
|
%
|
|
13.9
|
%
|
|
13.4
|
%
|
|
18.9
|
%
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||||||||
|
Revenues
|
|
Gross Margin
|
|
GM %
|
|
Revenues
|
|
Gross Margin
|
|
GM %
|
|
Revenues
|
|
Gross Margin
|
|
GM %
|
|
Revenues
|
|
Gross Margin
|
|
GM %
|
||||||||||||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
West
|
$
|
79,500
|
|
|
$
|
15,129
|
|
|
19.0
|
%
|
|
$
|
51,464
|
|
|
$
|
10,477
|
|
|
20.4
|
%
|
|
$
|
204,273
|
|
|
$
|
38,149
|
|
|
18.7
|
%
|
|
$
|
120,438
|
|
|
$
|
22,589
|
|
|
18.8
|
%
|
Southeast
|
10,340
|
|
|
1,535
|
|
|
14.8
|
%
|
|
18,820
|
|
|
2,801
|
|
|
14.9
|
%
|
|
35,207
|
|
|
5,313
|
|
|
15.1
|
%
|
|
43,267
|
|
|
6,372
|
|
|
14.7
|
%
|
||||||||
Total homebuilding
|
89,840
|
|
|
16,664
|
|
|
18.5
|
%
|
|
70,284
|
|
|
13,278
|
|
|
18.9
|
%
|
|
239,480
|
|
|
43,462
|
|
|
18.1
|
%
|
|
163,705
|
|
|
28,961
|
|
|
17.7
|
%
|
||||||||
Land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
West
|
3,900
|
|
|
66
|
|
|
1.7
|
%
|
|
1,116
|
|
|
400
|
|
|
35.8
|
%
|
|
5,322
|
|
|
(940
|
)
|
|
(17.7
|
)%
|
|
3,156
|
|
|
892
|
|
|
28.3
|
%
|
||||||||
Southeast
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(389
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Total land development
|
3,900
|
|
|
66
|
|
|
1.7
|
%
|
|
1,116
|
|
|
400
|
|
|
35.8
|
%
|
|
5,322
|
|
|
(1,329
|
)
|
|
(25.0
|
)%
|
|
3,156
|
|
|
892
|
|
|
28.3
|
%
|
||||||||
Other
(a)
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2,272
|
|
|
314
|
|
|
13.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
5,060
|
|
|
697
|
|
|
13.8
|
%
|
||||||||
Total
|
$
|
93,740
|
|
|
$
|
16,730
|
|
|
17.8
|
%
|
|
$
|
73,672
|
|
|
$
|
13,992
|
|
|
19.0
|
%
|
|
$
|
244,802
|
|
|
$
|
42,133
|
|
|
17.2
|
%
|
|
$
|
171,921
|
|
|
$
|
30,550
|
|
|
17.8
|
%
|
Three Months Ended September 30, 2016
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
79,500
|
|
|
88.5
|
%
|
|
155
|
|
|
77.9
|
%
|
|
$
|
513
|
|
Southeast
|
|
10,340
|
|
|
11.5
|
%
|
|
44
|
|
|
22.1
|
%
|
|
235
|
|
||
Total
|
|
$
|
89,840
|
|
|
100.0
|
%
|
|
199
|
|
|
100.0
|
%
|
|
$
|
451
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2015
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
51,464
|
|
|
73.2
|
%
|
|
120
|
|
|
59.4
|
%
|
|
$
|
429
|
|
Southeast
|
|
18,820
|
|
|
26.8
|
%
|
|
82
|
|
|
40.6
|
%
|
|
230
|
|
||
Total
|
|
$
|
70,284
|
|
|
100.0
|
%
|
|
202
|
|
|
100.0
|
%
|
|
$
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2016
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
204,273
|
|
|
85.3
|
%
|
|
413
|
|
|
73.4
|
%
|
|
$
|
495
|
|
Southeast
|
|
35,207
|
|
|
14.7
|
%
|
|
150
|
|
|
26.6
|
%
|
|
235
|
|
||
Total
|
|
$
|
239,480
|
|
|
100.0
|
%
|
|
563
|
|
|
100.0
|
%
|
|
$
|
425
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2015
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
120,438
|
|
|
73.6
|
%
|
|
283
|
|
|
59.2
|
%
|
|
$
|
426
|
|
Southeast
|
|
43,267
|
|
|
26.4
|
%
|
|
195
|
|
|
40.8
|
%
|
|
222
|
|
||
Total
|
|
$
|
163,705
|
|
|
100.0
|
%
|
|
478
|
|
|
100.0
|
%
|
|
$
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
Segment
|
|
Land Development Revenue
(in thousands)
|
|
Lots Sold
|
|
Land Development Revenue
(in thousands)
|
|
Lots Sold
|
||||||
West
|
|
$
|
3,900
|
|
|
65
|
|
|
$
|
1,116
|
|
|
—
|
|
Southeast
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
3,900
|
|
|
65
|
|
|
$
|
1,116
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
Segment
|
|
Land Development Revenue
(in thousands)
|
|
Lots Sold
|
|
Land Development Revenue
(in thousands)
|
|
Lots Sold
|
||||||
West
|
|
$
|
5,322
|
|
|
65
|
|
|
$
|
3,156
|
|
|
114
|
|
Southeast
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
5,322
|
|
|
65
|
|
|
$
|
3,156
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
As of September 30, 2016
|
|
Requirement
|
||
|
(In thousands)
|
||||
Minimum Unlevered Asset Pool Test
|
|
|
|
||
Consolidated Tangible Assets
|
$
|
409,289
|
|
|
|
Consolidated Tangible Assets subject to Liens
(1)
|
206,261
|
|
|
|
|
Consolidated Tangible Assets not subject to Liens
(1)
|
$
|
203,028
|
|
|
≥ $ 50,000
|
|
|
|
|
||
Minimum Net Worth Test
|
|
|
|
||
Consolidated Tangible Assets
|
$
|
409,289
|
|
|
|
Total Indebtedness
|
157,785
|
|
|
|
|
Net Worth
|
$
|
251,504
|
|
|
≥ $ 175,000
|
|
|
|
|
||
Minimum Liquidity Test
|
|
|
|
||
Cash and Cash Equivalents
|
$
|
28,486
|
|
|
|
Restricted Cash
(2)
|
900
|
|
|
|
|
Unrestricted Cash and Cash Equivalents
(2)
|
$
|
27,586
|
|
|
≥ $ 15,000
|
|
|
|
|
||
|
(In thousands)
|
||||
Consolidated Tangible Assets Test
|
|
|
Requirement
|
||
Consolidated Tangible Assets as of September 30, 2016
|
$
|
409,289
|
|
|
|
Consolidated Tangible Assets as of January 1, 2016
|
400,818
|
|
|
|
|
Increase in Consolidated Tangible Assets during 2016
(3)
|
$
|
8,471
|
|
|
Δ ≥ ( $25,000)
|
|
|
|
|
||
Consolidated Tangible Assets as of September 30, 2016
|
$
|
409,289
|
|
|
|
Consolidated Tangible Assets as of October 21, 2014
|
293,784
|
|
|
|
|
Increase in Consolidated Tangible Assets since October 21, 2014
(3)(4)
|
$
|
115,505
|
|
|
Δ ≥ ($50,000)
|
|
|
|
|
||
Funded Debt to Tangible Assets Ratio Test
|
|
|
|
||
Funded Debt as of September 30, 2016
|
$
|
157,785
|
|
|
|
Consolidated Tangible Assets as of September 30, 2016
|
409,289
|
|
|
|
|
Funded Debt to Tangible Assets Ratio
|
39
|
%
|
|
≤ 45%
|
(1)
|
“Liens,” as used in this table, means Liens other than Liens of the type described in clauses (b), (c), (e), (f), (h), (i), (j), (t), (v), (w), (x) and (y) of the definition of “Permitted Liens” under the Indenture. In general, this excludes certain Liens securing obligations that are not indebtedness for money borrowed.
|
(2)
|
Unrestricted cash and cash equivalents excludes restricted cash and other restricted cash balance requirements. Restricted cash excludes the $15 million requirement under the Indenture for purposes of the tests shown above.
|
(4)
|
Based on Consolidated Tangible Assets as of September 30, 2014, the end of the quarter immediately preceding the issue of the Senior Notes.
|
|
As of September 30, 2016
|
|
As of December 31, 2015
|
||||
Debt
|
$
|
157,785
|
|
|
$
|
155,966
|
|
Equity
|
217,472
|
|
|
217,408
|
|
||
Total capital
|
$
|
375,257
|
|
|
$
|
373,374
|
|
Ratio of debt-to-capital
|
42.0
|
%
|
|
41.8
|
%
|
||
Debt
|
$
|
157,785
|
|
|
$
|
155,966
|
|
|
|
|
|
|
|
||
Net cash and cash equivalents
|
$
|
28,486
|
|
|
$
|
40,729
|
|
Less: restricted cash and minimum liquidity requirement
|
15,900
|
|
|
15,900
|
|
||
Unrestricted cash and cash equivalents
|
$
|
12,586
|
|
|
$
|
24,829
|
|
|
|
|
|
|
|
||
Net debt
|
$
|
145,199
|
|
|
$
|
131,137
|
|
Equity
|
217,472
|
|
|
217,408
|
|
||
Total adjusted capital
|
$
|
362,671
|
|
|
$
|
348,545
|
|
Ratio of net debt-to-capital
(1)
|
40.0
|
%
|
|
37.6
|
%
|
(1)
|
The ratio of net debt-to-capital is a non-GAAP financial measure.
|
•
|
We generated
$11.3 million
of net income before non-cash expenses of stock-based compensation, impairment and abandonment charges on real estate inventories, depreciation and amortization, goodwill impairment, bad debt expense, as well as, an adjustment to the fair value of our contingent consideration as compared to a net loss before non-cash expenses of
$0.5 million
for the same period during
2015
.
|
•
|
We used
$23.1 million
to finance an increase in real estate inventories, a decrease of
$37.6 million
as compared to the same period during
2015
. The increase in inventories during the
September 30, 2016
period was primarily attributable to a
$5.3 million
in
crease in the amount of land held and land under development. As of
September 30, 2016
, we had
559
homes in inventory as compared to 475 homes in inventory as of
September 30, 2015
.
|
•
|
We generated
$3.6 million
in other assets and receivables during the
nine months ended
September 30, 2016
, as compared to
$2.1 million
we used to finance growth in other assets and receivables during the same period in
2015
.
|
•
|
We decreased our purchases of fixed assets by during the
nine months ended
September 30, 2016
, as compared to the same period in
2015
.
|
•
|
We
de
creased our net borrowings by
$33.5 million
as compared to the same period in
2015
. The net borrowings during the
nine months ended
September 30, 2016
were proceeds from acquisition, development and construction loans which totaled
$106.7 million
while repayments on these loans totaled
$105.5 million
.
|
•
|
We incurred
$0.1 million
in debt issuance costs for the
nine months ended
September 30, 2016
, as compared to
$0.7 million
for the same period during
2015
.
|
•
|
We paid
$4.8 million
in a cash tax distribution to our noncontrolling interest (i.e. PICO) during the
nine months ended
September 30, 2016
. For the same period in
2015
, we paid a cash tax distribution to noncontrolling interest (i.e. PICO) of
$1.0 million
.
|
Period
|
Total number of shares of Class A common stock purchased
(a)
|
|
Average price paid per share of Class A common stock
|
|
Total number of shares of Class A common stock purchased as part of publicly announced plans or programs
(a)
|
|
Maximum dollar value of shares of Class A common stock that may yet be purchased under the plans or programs
(b)
|
||||||
July 1 to July 30, 2016
|
25,620
|
|
|
$
|
8.08
|
|
|
25,620
|
|
|
$
|
4,633,473
|
|
August 1 to August 31, 2016
|
76,951
|
|
|
$
|
8.23
|
|
|
76,951
|
|
|
$
|
4,000,006
|
|
September 1 to September 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,000,006
|
|
Total
|
102,571
|
|
|
$
|
8.19
|
|
|
102,571
|
|
|
$
|
4,000,006
|
|
Exhibit Number
|
|
Description
|
31.1
|
|
Certification of Dustin L. Bogue, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of James M. Pirrello, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Dustin L. Bogue, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of James M. Pirrello, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
UCP, Inc.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
October 31, 2016
|
|
By:
|
/s/
|
James M. Pirrello
|
|
|
|
|
|
|
|
|
James M. Pirrello
|
|||
|
|
Chief Financial Officer, Chief Accounting Officer & Treasurer
|
|||
|
|
(
Principal Financial Officer and Authorized Signatory)
|
1 Year UCP, Inc. Chart |
1 Month UCP, Inc. Chart |
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