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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
|
☐
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Accelerated filer
|
☒
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Non-accelerated filer
|
☐
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|
Smaller reporting company
|
☐
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|
(Do not check if a smaller reporting company)
|
|
|
Emerging growth company
|
☒
|
|
|
|
Page No.
|
|
PART I - FINANCIAL INFORMATION
|
|
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||
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PART II - OTHER INFORMATION
|
|
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|
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|
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|
June 30, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30,510
|
|
|
$
|
40,931
|
|
Restricted cash
|
1,547
|
|
|
1,547
|
|
||
Total cash, cash equivalents and restricted cash
|
32,057
|
|
|
42,478
|
|
||
Real estate inventories
|
392,347
|
|
|
373,207
|
|
||
Fixed assets, net
|
745
|
|
|
883
|
|
||
Intangible assets, net
|
74
|
|
|
101
|
|
||
Receivables
|
6,962
|
|
|
5,628
|
|
||
Deferred tax assets, net
|
5,419
|
|
|
5,482
|
|
||
Other assets
|
6,506
|
|
|
6,327
|
|
||
Total assets
|
$
|
444,110
|
|
|
$
|
434,106
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Accounts payable
|
$
|
12,293
|
|
|
$
|
18,435
|
|
Accrued liabilities
|
34,015
|
|
|
25,342
|
|
||
Customer deposits
|
4,485
|
|
|
2,449
|
|
||
Notes payable, net
|
84,801
|
|
|
86,658
|
|
||
Senior notes, net
|
74,764
|
|
|
74,336
|
|
||
Total liabilities
|
210,358
|
|
|
207,220
|
|
||
|
|
|
|
||||
Commitments and contingencies (
Note 11
)
|
|
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||
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|
||||
Equity
|
|
|
|
||||
Preferred stock, par value $0.01 per share, 50,000,000 authorized, no shares issued and outstanding as of
June 30
, 2017
; no shares issued and outstanding as of December 31,
2016
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value; 500,000,000 authorized,
8,112,660
issued and
7,966,314
outstanding as of
June 30
, 2017
;
8,042,834
issued and
7,896,488
outstanding as of December 31,
2016
|
81
|
|
|
80
|
|
||
Class B common stock, $0.01 par value; 1,000,000 authorized, 100 issued and outstanding as of
June 30
, 2017
; 100 issued and outstanding as of December 31,
2016
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
97,697
|
|
|
97,123
|
|
||
Treasury stock at cost;
146,346
shares as of
June 30
, 2017
;
146,346
as of December 31,
2016
|
(1,250
|
)
|
|
(1,250
|
)
|
||
Accumulated earnings
|
7,445
|
|
|
4,675
|
|
||
Total UCP, Inc. stockholders’ equity
|
103,973
|
|
|
100,628
|
|
||
Noncontrolling interest
|
129,779
|
|
|
126,258
|
|
||
Total equity
|
233,752
|
|
|
226,886
|
|
||
Total liabilities and equity
|
$
|
444,110
|
|
|
$
|
434,106
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Homebuilding
|
$
|
113,252
|
|
|
$
|
81,415
|
|
|
$
|
207,255
|
|
|
$
|
149,641
|
|
Land development
|
—
|
|
|
1,422
|
|
|
496
|
|
|
1,422
|
|
||||
Total revenue:
|
113,252
|
|
|
82,837
|
|
|
207,751
|
|
|
151,063
|
|
||||
|
|
|
|
|
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|
||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Cost of sales - homebuilding
|
91,337
|
|
|
66,370
|
|
|
167,991
|
|
|
122,576
|
|
||||
Cost of sales - land development
|
102
|
|
|
225
|
|
|
577
|
|
|
686
|
|
||||
Impairment on real estate
|
—
|
|
|
2,397
|
|
|
102
|
|
|
2,397
|
|
||||
Total cost of sales
|
91,439
|
|
|
68,992
|
|
|
168,670
|
|
|
125,659
|
|
||||
Gross margin - homebuilding
|
21,915
|
|
|
15,045
|
|
|
39,264
|
|
|
27,065
|
|
||||
Gross margin - land development
|
(102
|
)
|
|
1,197
|
|
|
(81
|
)
|
|
736
|
|
||||
Gross margin - impairment on real estate
|
—
|
|
|
(2,397
|
)
|
|
(102
|
)
|
|
(2,397
|
)
|
||||
Total gross margin
|
21,813
|
|
|
13,845
|
|
|
39,081
|
|
|
25,404
|
|
||||
Sales and marketing
|
6,219
|
|
|
4,667
|
|
|
11,368
|
|
|
8,743
|
|
||||
General and administrative
|
9,883
|
|
|
7,234
|
|
|
18,385
|
|
|
14,509
|
|
||||
Total expenses
|
16,102
|
|
|
11,901
|
|
|
29,753
|
|
|
23,252
|
|
||||
Income from operations
|
5,711
|
|
|
1,944
|
|
|
9,328
|
|
|
2,152
|
|
||||
Other income, net
|
38
|
|
|
22
|
|
|
498
|
|
|
49
|
|
||||
Net income before income taxes
|
$
|
5,749
|
|
|
$
|
1,966
|
|
|
$
|
9,826
|
|
|
$
|
2,201
|
|
Provision for income taxes
|
(869
|
)
|
|
(141
|
)
|
|
(1,491
|
)
|
|
(147
|
)
|
||||
Net income
|
$
|
4,880
|
|
|
$
|
1,825
|
|
|
$
|
8,335
|
|
|
$
|
2,054
|
|
Net income attributable to noncontrolling interest
|
$
|
3,256
|
|
|
$
|
1,119
|
|
|
$
|
5,565
|
|
|
$
|
1,252
|
|
Net income attributable to UCP, Inc.
|
1,624
|
|
|
706
|
|
|
2,770
|
|
|
802
|
|
||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive income
|
$
|
4,880
|
|
|
$
|
1,825
|
|
|
$
|
8,335
|
|
|
$
|
2,054
|
|
Comprehensive income attributable to noncontrolling interest
|
$
|
3,256
|
|
|
$
|
1,119
|
|
|
$
|
5,565
|
|
|
$
|
1,252
|
|
Comprehensive income attributable to UCP, Inc.
|
$
|
1,624
|
|
|
$
|
706
|
|
|
$
|
2,770
|
|
|
$
|
802
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share of Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.20
|
|
|
$
|
0.09
|
|
|
$
|
0.35
|
|
|
$
|
0.10
|
|
Diluted
|
$
|
0.20
|
|
|
$
|
0.09
|
|
|
$
|
0.35
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
7,963,413
|
|
|
8,024,790
|
|
|
7,957,103
|
|
|
8,023,269
|
|
||||
Diluted
|
8,026,877
|
|
|
8,145,128
|
|
|
8,012,333
|
|
|
8,025,481
|
|
|
UCP, Inc. Shareholders’ Equity
|
||||||||||||||||||||||||||||||||
|
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,
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 |
12,394
|
|
|
|
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
(25
|
)
|
|
(45
|
)
|
||||||||||||
Repurchase of common stock
|
(21,065
|
)
|
|
|
|
|
|
|
|
|
|
(160
|
)
|
|
|
|
|
|
(160
|
)
|
|||||||||||||
Re-allocation from stock issuances
|
|
|
|
|
|
|
|
|
1,856
|
|
|
|
|
|
|
(1,856
|
)
|
|
—
|
|
|||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
179
|
|
|
|
|
|
|
236
|
|
|
415
|
|
|||||||||||||
Distribution to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,830
|
)
|
|
(4,830
|
)
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
802
|
|
|
1,252
|
|
|
2,054
|
|
|||||||||||||
Balance as of
June 30, 2016
|
8,005,763
|
|
|
100
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
96,698
|
|
|
$
|
(160
|
)
|
|
$
|
(3,761
|
)
|
|
$
|
121,985
|
|
|
$
|
214,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31,
2016
|
7,896,488
|
|
|
100
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
97,123
|
|
|
$
|
(1,250
|
)
|
|
$
|
4,675
|
|
|
$
|
126,258
|
|
|
$
|
226,886
|
|
Class A - Issuance of common stock for RSUs,
net of withholding taxes paid for vested RSUs |
69,826
|
|
|
|
|
1
|
|
|
|
|
(122
|
)
|
|
|
|
|
|
(158
|
)
|
|
(279
|
)
|
|||||||||||
Re-allocation from stock issuances
|
|
|
|
|
|
|
|
|
465
|
|
|
|
|
|
|
(465
|
)
|
|
—
|
|
|||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
374
|
|
|
|
|
|
|
488
|
|
|
862
|
|
|||||||||||||
Excess income tax benefit from stock based awards
|
|
|
|
|
|
|
|
|
(143
|
)
|
|
|
|
|
|
|
|
(143
|
)
|
||||||||||||||
Distribution to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,909
|
)
|
|
(1,909
|
)
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
2,770
|
|
|
5,565
|
|
|
8,335
|
|
|||||||||||||
Balance as of
June 30, 2017
|
7,966,314
|
|
|
100
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
97,697
|
|
|
$
|
(1,250
|
)
|
|
$
|
7,445
|
|
|
$
|
129,779
|
|
|
$
|
233,752
|
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
8,335
|
|
|
$
|
2,054
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Stock-based compensation
|
862
|
|
|
415
|
|
||
Excess income tax benefit from stock based awards
|
(143
|
)
|
|
—
|
|
||
Abandonment charges
|
204
|
|
|
474
|
|
||
Impairment on real estate inventories
|
102
|
|
|
2,397
|
|
||
Depreciation and amortization
|
276
|
|
|
352
|
|
||
Fair value adjustment of contingent consideration
|
—
|
|
|
8
|
|
||
Deferred income taxes, net
|
63
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Real estate inventories
|
(17,826
|
)
|
|
(15,719
|
)
|
||
Receivables
|
(1,334
|
)
|
|
500
|
|
||
Other assets
|
(266
|
)
|
|
(212
|
)
|
||
Accounts payable
|
(6,143
|
)
|
|
4,788
|
|
||
Accrued liabilities
|
8,115
|
|
|
(4,585
|
)
|
||
Customer deposits
|
2,036
|
|
|
1,341
|
|
||
Income taxes payable
|
559
|
|
|
78
|
|
||
Net cash used in operating activities
|
(5,160
|
)
|
|
(8,109
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of fixed assets
|
(120
|
)
|
|
(59
|
)
|
||
Net cash used in investing activities
|
(120
|
)
|
|
(59
|
)
|
||
Financing activities
|
|
|
|
||||
Distribution to noncontrolling interest
|
(1,909
|
)
|
|
(4,830
|
)
|
||
Proceeds from notes payable
|
84,059
|
|
|
67,837
|
|
||
Repayment of notes payable
|
(85,803
|
)
|
|
(61,505
|
)
|
||
Debt issuance costs
|
(1,209
|
)
|
|
(129
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(160
|
)
|
||
Withholding taxes paid for vested RSUs
|
(279
|
)
|
|
(46
|
)
|
||
Net cash (used in) provided by financing activities
|
(5,141
|
)
|
|
1,167
|
|
||
Net decrease in cash, cash equivalents
and restricted cash
|
(10,421
|
)
|
|
(7,001
|
)
|
||
Cash, cash equivalents
and restricted cash
– beginning of period
|
42,478
|
|
|
40,729
|
|
||
Cash, cash equivalents
and restricted cash
– end of period
|
$
|
32,057
|
|
|
$
|
33,728
|
|
|
|
|
|
||||
Non-cash investing and financing activity
|
|
|
|
||||
Exercise of land purchase options acquired with acquisition of business
|
$
|
10
|
|
|
$
|
34
|
|
Issuance of Class A common stock for vested restricted stock units
|
$
|
1,099
|
|
|
$
|
123
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
||||
Income taxes paid
|
$
|
1,012
|
|
|
$
|
69
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Warranty insurance receivables
|
$
|
1,118
|
|
|
$
|
1,118
|
|
Manufacturer rebates
|
381
|
|
|
454
|
|
||
Reimbursement for land development work
|
5,095
|
|
|
4,016
|
|
||
Other receivables
|
368
|
|
|
40
|
|
||
Total
|
$
|
6,962
|
|
|
$
|
5,628
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Customer deposits in escrow
|
$
|
4,466
|
|
|
$
|
2,394
|
|
Prepaid expenses
|
662
|
|
|
1,098
|
|
||
Other deposits and prepaid interest
|
1,377
|
|
|
1,345
|
|
||
Funds held in escrow
|
—
|
|
|
1,490
|
|
||
Other assets
|
1
|
|
|
—
|
|
||
Total
|
$
|
6,506
|
|
|
$
|
6,327
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Warranty reserves, beginning of period
|
$
|
6,126
|
|
|
$
|
3,218
|
|
|
$
|
5,642
|
|
|
$
|
2,852
|
|
Warranty reserves accrued
|
729
|
|
|
573
|
|
|
1,388
|
|
|
1,045
|
|
||||
Warranty expenditures
|
(257
|
)
|
|
(129
|
)
|
|
(432
|
)
|
|
(235
|
)
|
||||
Warranty reserves, end of period
|
$
|
6,598
|
|
|
$
|
3,662
|
|
|
$
|
6,598
|
|
|
$
|
3,662
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income attributable to UCP, Inc.
|
$
|
1,624
|
|
|
$
|
706
|
|
|
$
|
2,770
|
|
|
$
|
802
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares of Class A common stock outstanding - basic
|
7,963,413
|
|
|
8,024,790
|
|
|
7,957,103
|
|
|
8,023,269
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
RSUs
|
63,464
|
|
|
120,338
|
|
|
55,230
|
|
|
2,212
|
|
||||
Total shares for purpose of calculating diluted net income per share
|
8,026,877
|
|
|
8,145,128
|
|
|
8,012,333
|
|
|
8,025,481
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income per share of Class A common stock - basic
|
$
|
0.20
|
|
|
$
|
0.09
|
|
|
$
|
0.35
|
|
|
$
|
0.10
|
|
Net income per share of Class A common stock - diluted
|
$
|
0.20
|
|
|
$
|
0.09
|
|
|
$
|
0.35
|
|
|
$
|
0.10
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Anti-dilutive securities
|
630,303
|
|
|
267,550
|
|
|
596,765
|
|
|
282,769
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Deposits and pre-acquisition costs
|
$
|
10,632
|
|
|
$
|
9,232
|
|
Land held and land under development
|
119,140
|
|
|
101,609
|
|
||
Finished lots
|
54,436
|
|
|
86,622
|
|
||
Homes completed or under construction
|
180,134
|
|
|
148,627
|
|
||
Model homes
|
28,005
|
|
|
27,117
|
|
||
Total
|
$
|
392,347
|
|
|
$
|
373,207
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest expense capitalized as cost of home inventory
|
$
|
4,161
|
|
|
$
|
2,807
|
|
|
$
|
6,822
|
|
|
$
|
5,175
|
|
Interest expense capitalized as cost of land inventory
|
678
|
|
|
370
|
|
|
1,096
|
|
|
945
|
|
||||
Total interest expense capitalized
|
4,839
|
|
|
3,177
|
|
|
7,918
|
|
|
6,120
|
|
||||
Previously capitalized interest expense included in cost of sales - homebuilding
|
(2,735
|
)
|
|
(1,790
|
)
|
|
(5,084
|
)
|
|
(3,329
|
)
|
||||
Previously capitalized interest expense included in cost of sales - land development
|
—
|
|
|
(146
|
)
|
|
(11
|
)
|
|
(146
|
)
|
||||
Net activity of capitalized interest
|
2,104
|
|
|
1,241
|
|
|
2,823
|
|
|
2,645
|
|
||||
Capitalized interest expense in beginning inventory
|
18,378
|
|
|
14,678
|
|
|
17,659
|
|
|
13,274
|
|
||||
Capitalized interest expense in ending inventory
|
$
|
20,482
|
|
|
$
|
15,919
|
|
|
$
|
20,482
|
|
|
$
|
15,919
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Computer hardware and software
|
$
|
2,062
|
|
|
$
|
2,043
|
|
Office furniture and equipment and leasehold improvements
|
935
|
|
|
911
|
|
||
Vehicles
|
161
|
|
|
83
|
|
||
Total
|
3,158
|
|
|
3,037
|
|
||
Accumulated depreciation
|
(2,413
|
)
|
|
(2,154
|
)
|
||
Fixed assets, net
|
$
|
745
|
|
|
$
|
883
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(in thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Ending Balance
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Ending Balance
|
||||||||||||
Architectural plans
|
$
|
170
|
|
|
$
|
(111
|
)
|
|
$
|
59
|
|
|
$
|
170
|
|
|
$
|
(94
|
)
|
|
$
|
76
|
|
Land option
|
583
|
|
|
(568
|
)
|
|
15
|
|
|
583
|
|
|
(558
|
)
|
|
25
|
|
||||||
Total
|
$
|
753
|
|
|
$
|
(679
|
)
|
|
$
|
74
|
|
|
$
|
753
|
|
|
$
|
(652
|
)
|
|
$
|
101
|
|
(in thousands)
|
December 31,
|
||
Remainder of 2017
|
$
|
17
|
|
2018
|
34
|
|
|
2019
|
8
|
|
|
Total
|
$
|
59
|
|
Variable Interest Rate:
|
June 30, 2017
|
|
December 31, 2016
|
||||
LIBOR + 3.50% through 2017
(a)
|
$
|
2,920
|
|
|
$
|
4,693
|
|
LIBOR + 3.75% through 2017
(a)
|
20,175
|
|
|
31,533
|
|
||
Prime + 0.25% through 2018
(b)
|
1,884
|
|
|
—
|
|
||
LIBOR + 2.75% through 2018
(a)
|
14,000
|
|
|
10,500
|
|
||
LIBOR + 3.75% through 2018
(a)
|
34,271
|
|
|
26,444
|
|
||
5.50% through 2017
|
1,844
|
|
|
2,476
|
|
||
5.00% through 2017
|
2,940
|
|
|
5,607
|
|
||
Total variable notes payable
|
$
|
78,034
|
|
|
$
|
81,253
|
|
|
|
|
|
||||
Fixed Interest Rate:
|
June 30, 2017
|
|
December 31, 2016
|
||||
8.00% through 2017
|
$
|
3,000
|
|
|
$
|
—
|
|
10.00% through 2017
|
—
|
|
|
1,604
|
|
||
8.00% through 2018
|
4,000
|
|
|
4,000
|
|
||
Total fixed notes payable
|
$
|
7,000
|
|
|
$
|
5,604
|
|
|
|
|
|
||||
Senior notes, net of discount
|
74,951
|
|
|
74,871
|
|
||
Total notes payable and senior notes
|
$
|
159,985
|
|
|
$
|
161,728
|
|
|
|
|
|
||||
Debt issuance costs
(c)
|
(420
|
)
|
|
(734
|
)
|
||
Total notes payable and senior notes, net
|
$
|
159,565
|
|
|
$
|
160,994
|
|
(a)
|
LIBOR is the 30-day London Interbank Offered Rate. As of
June 30, 2017
, LIBOR was
1.22389%
.
|
(b)
|
Prime is the U.S Prime Rate. At
June 30, 2017
, Prime was
4.25%
.
|
(c)
|
Debt issuance costs for non-revolver loans were
$0.4 million
and
$0.7 million
as of
June 30, 2017
and
December 31, 2016
, respectively.
|
(in thousands)
|
December 31,
|
||
2017
|
$
|
105,830
|
|
2018
|
54,155
|
|
|
2019 and thereafter
|
—
|
|
|
Total
|
$
|
159,985
|
|
•
|
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
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
(in thousands)
|
Level in Fair Value Hierarchy
|
|
Carrying
Value |
|
Estimated Fair
Value |
|
Carrying
Value |
|
Estimated Fair
Value |
||||||||
Notes payable
|
Level 3
|
|
$
|
85,034
|
|
|
$
|
84,984
|
|
|
$
|
86,857
|
|
|
$
|
86,843
|
|
2017 notes
|
Level 3
|
|
74,951
|
|
|
74,944
|
|
|
74,871
|
|
|
74,838
|
|
||||
Total debt
|
|
|
$
|
159,985
|
|
|
$
|
159,928
|
|
|
$
|
161,728
|
|
|
$
|
161,681
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance at June 30, 2017
|
||||||
Contingent consideration
|
|
—
|
|
|
—
|
|
|
$
|
360
|
|
|
$
|
360
|
|
|
|
|
|
|
|
|
|
|
||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance at December 31, 2016
|
||||||
Contingent consideration
|
|
—
|
|
|
—
|
|
|
$
|
360
|
|
|
$
|
360
|
|
|
|
Contingent Consideration
|
||
Balance as of December 31, 2015
|
|
$
|
2,707
|
|
Change in fair value
|
|
8
|
|
|
Balance as of
June 30
, 2016
|
|
$
|
2,715
|
|
|
|
|
||
|
|
Contingent Consideration
|
||
Balance as of December 31, 2016
|
|
$
|
360
|
|
Change in fair value
|
|
—
|
|
|
Balance as of
June 30
, 2017
|
|
$
|
360
|
|
At June 30, 2017:
|
|
|
|
|
|
|
|
|
||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Impairment During the
Six Months Ended June 30,
2017
|
||||
Real estate and development costs - Glenmoor model home
|
|
|
|
|
|
$
|
—
|
|
|
$
|
102
|
|
|
|
|
|
|
|
|
|
|
||||
At December 31, 2016:
|
|
|
|
|
|
|
|
|
||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Impairment During the
Year Ended
December 31, 2016
|
||||
Real estate and development costs - Heathers at Westport project
|
|
|
|
|
|
$
|
1,066
|
|
|
$
|
192
|
|
Real estate and development costs - Sundance project
|
|
|
|
|
|
$
|
5,782
|
|
|
$
|
2,397
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Beginning balance of noncontrolling interest
|
$
|
126,258
|
|
|
$
|
127,208
|
|
Net income attributable to noncontrolling interest
|
5,565
|
|
|
5,210
|
|
||
Re-allocation of stock issuances
|
(465
|
)
|
|
(1,962
|
)
|
||
Stock-based compensation expense attributable to noncontrolling interest
|
488
|
|
|
657
|
|
||
Stock issuance attributable to noncontrolling interest
|
(158
|
)
|
|
(25
|
)
|
||
Distribution to noncontrolling interest
|
(1,909
|
)
|
|
(4,830
|
)
|
||
Ending balance of noncontrolling interest
|
$
|
129,779
|
|
|
$
|
126,258
|
|
Grant period
|
|
Award(s) Granted
|
|
Grant Recipient(s)
|
|
Vesting Schedule
|
Year ended December 31, 2014
|
|
RSUs and Options
|
|
Company’s employees
|
|
a) 10% vested on the first anniversary of the grant date, b) 20% vest on second anniversary of the grant date, c) 30% vest on the third anniversary of the grant date, and d) 40% vest on the fourth anniversary of the grant date
|
|
|
|
|
|
|
|
Second quarter of 2016
|
|
RSUs
|
|
Company’s employees
|
|
a) 20% vested on the first anniversary of the grant date, b) 20% vest on second anniversary of the grant date, c) 20% vest on the third anniversary of the grant date, d) 20% vest on the fourth anniversary of the grant date, and e) 20% vest on the fifth anniversary of the grant date
|
|
|
|
|
|
|
|
Third quarter of 2016
|
|
RSUs
|
|
Certain members of the Company’s board of directors
|
|
a) 25% vested on August 5, 2016, b) 25% vest on November 4, 2016, c) 25% vest on February 3, 2017, and d) 25% vest on May 4, 2017
|
|
|
|
|
|
|
|
First quarter of 2017
|
|
RSUs
|
|
Company’s employees
|
|
a) 20% vested on the first anniversary of the grant date, b) 20% vest on second anniversary of the grant date, c) 20% vest on the third anniversary of the grant date, d) 20% vest on the fourth anniversary of the grant date, and e) 20% vest on the fifth anniversary of the grant date
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
(in thousands)
(1)
|
|||
Outstanding at December 31,
2015
|
149,605
|
|
|
$
|
16.20
|
|
|
8.20
|
|
—
|
Options granted
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options exercised
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options forfeited
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options expired
|
(32,953
|
)
|
|
—
|
|
|
—
|
|
—
|
|
Outstanding at
June 30, 2016
|
116,652
|
|
|
$
|
16.20
|
|
|
7.70
|
|
—
|
|
|
|
|
|
|
|
|
|||
Outstanding at December 31,
2016
|
116,652
|
|
|
$
|
16.20
|
|
|
7.20
|
|
—
|
Options granted
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options exercised
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options forfeited
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Options expired
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Outstanding at
June 30, 2017
|
116,652
|
|
|
$
|
16.20
|
|
|
6.66
|
|
—
|
|
|
|
|
|
|
|
|
|||
Options vested and exercisable as of
June 30, 2017
|
69,992
|
|
|
$
|
16.20
|
|
|
—
|
|
—
|
Options expected to vest as of
June 30, 2017
|
46,660
|
|
|
|
|
|
|
|
(1)
|
The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying stock exceeds the exercise price of the Option. The fair value of the Company’s Class A common stock as of
June 30, 2017
was
$10.95
per share.
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value (per share)
|
|||
Outstanding and unvested at December 31,
2015
|
48,531
|
|
|
$15.99
|
||
Granted
|
239,626
|
|
|
8.07
|
|
|
Vested
|
(19,847
|
)
|
|
$15.69
|
||
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding and unvested at
June 30, 2016
|
268,310
|
|
|
$8.94
|
||
|
|
|
|
|||
Outstanding and unvested at December 31,
2016
|
284,313
|
|
|
$8.88
|
||
Granted
|
383,288
|
|
|
$
|
11.70
|
|
Vested
|
(93,387
|
)
|
|
$
|
9.10
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding and unvested at
June 30, 2017
|
574,214
|
|
|
$10.73
|
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 June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||||
|
Revenues
|
|
Gross Margin
|
|
Revenues
|
|
Gross Margin
|
||||||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
West
|
$
|
95,798
|
|
|
$
|
68,015
|
|
|
$
|
19,545
|
|
|
$
|
12,708
|
|
|
$
|
172,768
|
|
|
$
|
124,774
|
|
|
$
|
34,234
|
|
|
$
|
23,022
|
|
Southeast
|
17,454
|
|
|
13,400
|
|
|
2,370
|
|
|
2,071
|
|
|
34,487
|
|
|
24,867
|
|
|
4,928
|
|
|
3,777
|
|
||||||||
Total homebuilding
|
113,252
|
|
|
81,415
|
|
|
21,915
|
|
|
14,779
|
|
|
207,255
|
|
|
149,641
|
|
|
39,162
|
|
|
26,799
|
|
||||||||
Land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
West
|
—
|
|
|
1,422
|
|
|
—
|
|
|
(884
|
)
|
|
496
|
|
|
1,422
|
|
|
41
|
|
|
(1,006
|
)
|
||||||||
Southeast
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(389
|
)
|
||||||||
Total land development
|
—
|
|
|
1,422
|
|
|
(102
|
)
|
|
(934
|
)
|
|
496
|
|
|
1,422
|
|
|
(81
|
)
|
|
(1,395
|
)
|
||||||||
Total
|
$
|
113,252
|
|
|
$
|
82,837
|
|
|
$
|
21,813
|
|
|
$
|
13,845
|
|
|
$
|
207,751
|
|
|
$
|
151,063
|
|
|
$
|
39,081
|
|
|
$
|
25,404
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gross margin
|
$
|
21,813
|
|
|
$
|
13,845
|
|
|
$
|
39,081
|
|
|
$
|
25,404
|
|
Sales and marketing
|
6,219
|
|
|
4,667
|
|
|
11,368
|
|
|
8,743
|
|
||||
General and administrative
|
9,883
|
|
|
7,234
|
|
|
18,385
|
|
|
14,509
|
|
||||
Income from operations
|
5,711
|
|
|
1,944
|
|
|
9,328
|
|
|
2,152
|
|
||||
Other income, net
|
38
|
|
|
22
|
|
|
498
|
|
|
49
|
|
||||
Net income before income taxes
|
5,749
|
|
|
1,966
|
|
|
9,826
|
|
|
2,201
|
|
||||
Provision for income taxes
|
(869
|
)
|
|
(141
|
)
|
|
(1,491
|
)
|
|
(147
|
)
|
||||
Net income
|
$
|
4,880
|
|
|
$
|
1,825
|
|
|
$
|
8,335
|
|
|
$
|
2,054
|
|
(in thousands)
|
June 30, 2017
|
|
December 31, 2016
|
||||
Homebuilding
|
|
|
|
||||
West
|
$
|
266,749
|
|
|
$
|
225,770
|
|
Southeast
|
58,497
|
|
|
53,359
|
|
||
Total homebuilding
|
325,246
|
|
|
279,129
|
|
||
Land development
|
|
|
|
||||
West
|
67,101
|
|
|
94,078
|
|
||
Southeast
|
—
|
|
|
—
|
|
||
Total land development
|
67,101
|
|
|
94,078
|
|
||
Other
(a)
|
51,763
|
|
|
60,899
|
|
||
Total
|
$
|
444,110
|
|
|
$
|
434,106
|
|
(a)
|
Other assets primarily include cash and cash equivalents, deposits, fixed assets, receivables and deferred tax assets which are maintained centrally and used according to the cash flow requirements of all reportable segments.
|
2017
|
$
|
450
|
|
2018
|
828
|
|
|
2019
|
403
|
|
|
2020
|
275
|
|
|
2021
|
89
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
2,045
|
|
•
|
the possibility that the proposed merger transaction with Century will not close, including by the failure to obtain stockholder approvals or the failure to satisfy other closing conditions under the Merger Agreement or by the termination of the Merger Agreement;
|
•
|
failure to plan and manage the proposed merger effectively and efficiently;
|
•
|
the possibility that the anticipated benefits from the merger may not be realized or may take longer to realize than expected;
|
•
|
unexpected costs or unexpected liabilities that may arise from the transactions contemplated by the Merger Agreement, whether or not completed;
|
•
|
the outcome of any legal proceedings that may be instituted against us or Century regarding the merger;
|
•
|
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
56.6%
economic interest in our primary operating subsidiary, UCP, LLC, as of
June 30, 2017
and has commensurate voting power in UCP, Inc.; and
|
•
|
availability of, and our ability to retain, qualified personnel.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Homebuilding
|
$
|
113,252
|
|
|
$
|
81,415
|
|
|
$
|
31,837
|
|
|
$
|
207,255
|
|
|
$
|
149,641
|
|
|
$
|
57,614
|
|
Land development
|
—
|
|
|
1,422
|
|
|
(1,422
|
)
|
|
496
|
|
|
1,422
|
|
|
(926
|
)
|
||||||
Total revenue
|
113,252
|
|
|
82,837
|
|
|
30,415
|
|
|
207,751
|
|
|
151,063
|
|
|
56,688
|
|
||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Homebuilding
|
91,337
|
|
|
66,370
|
|
|
24,967
|
|
|
167,991
|
|
|
122,576
|
|
|
45,415
|
|
||||||
Land development
|
102
|
|
|
225
|
|
|
(123
|
)
|
|
577
|
|
|
686
|
|
|
(109
|
)
|
||||||
Impairment on real estate
|
—
|
|
|
2,397
|
|
|
(2,397
|
)
|
|
102
|
|
|
2,397
|
|
|
(2,295
|
)
|
||||||
Gross margin
|
21,813
|
|
|
13,845
|
|
|
7,968
|
|
|
39,081
|
|
|
25,404
|
|
|
13,677
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales and marketing
|
6,219
|
|
|
4,667
|
|
|
1,552
|
|
|
11,368
|
|
|
8,743
|
|
|
2,625
|
|
||||||
General and administrative
|
9,883
|
|
|
7,234
|
|
|
2,649
|
|
|
18,385
|
|
|
14,509
|
|
|
3,876
|
|
||||||
Total expenses
|
16,102
|
|
|
11,901
|
|
|
4,201
|
|
|
29,753
|
|
|
23,252
|
|
|
6,501
|
|
||||||
Income from operations
|
5,711
|
|
|
1,944
|
|
|
3,767
|
|
|
9,328
|
|
|
2,152
|
|
|
7,176
|
|
||||||
Other income
|
38
|
|
|
22
|
|
|
16
|
|
|
498
|
|
|
49
|
|
|
449
|
|
||||||
Net income before tax
|
$
|
5,749
|
|
|
$
|
1,966
|
|
|
$
|
3,783
|
|
|
$
|
9,826
|
|
|
$
|
2,201
|
|
|
$
|
7,625
|
|
Provision for income taxes
|
(869
|
)
|
|
(141
|
)
|
|
(728
|
)
|
|
(1,491
|
)
|
|
(147
|
)
|
|
(1,344
|
)
|
||||||
Net income
|
$
|
4,880
|
|
|
$
|
1,825
|
|
|
$
|
3,055
|
|
|
$
|
8,335
|
|
|
$
|
2,054
|
|
|
$
|
6,281
|
|
(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” 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 per month 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 June 30,
|
|
Six months ended June 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Sales and marketing
|
|
5.5
|
%
|
|
5.6
|
%
|
|
5.5
|
%
|
|
5.8
|
%
|
G&A
|
|
8.7
|
%
|
|
8.7
|
%
|
|
8.8
|
%
|
|
9.6
|
%
|
Total SG&A
|
|
14.2
|
%
|
|
14.4
|
%
|
|
14.3
|
%
|
|
15.4
|
%
|
|
|
|
|
|
|
|
|
|
||||
* Percentages may not add due to rounding.
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||
(Dollars in thousands)
|
Revenues
|
|
Gross Margin
|
|
GM %
|
|
Revenues
|
|
Gross Margin
|
|
GM %
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
West
|
$
|
95,798
|
|
|
$
|
19,545
|
|
|
20.4
|
%
|
|
$
|
68,015
|
|
|
$
|
12,708
|
|
|
18.7
|
%
|
Southeast
|
17,454
|
|
|
2,370
|
|
|
13.6
|
%
|
|
13,400
|
|
|
2,071
|
|
|
15.5
|
%
|
||||
Total homebuilding
|
113,252
|
|
|
21,915
|
|
|
19.4
|
%
|
|
81,415
|
|
|
14,779
|
|
|
18.2
|
%
|
||||
Land development
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
West
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1,422
|
|
|
(884
|
)
|
|
(62.2
|
)%
|
||||
Southeast
|
—
|
|
|
(102
|
)
|
|
—
|
%
|
|
—
|
|
|
(50
|
)
|
|
—
|
%
|
||||
Total land development
|
—
|
|
|
(102
|
)
|
|
—
|
%
|
|
1,422
|
|
|
(934
|
)
|
|
(65.7
|
)%
|
||||
Total
|
$
|
113,252
|
|
|
$
|
21,813
|
|
|
19.3
|
%
|
|
$
|
82,837
|
|
|
$
|
13,845
|
|
|
16.7
|
%
|
|
Six months ended June 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||
(Dollars in thousands)
|
Revenues
|
|
Gross Margin
|
|
GM %
|
|
Revenues
|
|
Gross Margin
|
|
GM %
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
West
|
$
|
172,768
|
|
|
$
|
34,234
|
|
|
19.8
|
%
|
|
$
|
124,774
|
|
|
$
|
23,022
|
|
|
18.5
|
%
|
Southeast
|
34,487
|
|
|
4,928
|
|
|
14.3
|
%
|
|
24,867
|
|
|
3,777
|
|
|
15.2
|
%
|
||||
Total homebuilding
|
207,255
|
|
|
39,162
|
|
|
18.9
|
%
|
|
149,641
|
|
|
26,799
|
|
|
17.9
|
%
|
||||
Land development
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
West
|
496
|
|
|
41
|
|
|
8.3
|
%
|
|
1,422
|
|
|
(1,006
|
)
|
|
(70.7
|
)%
|
||||
Southeast
|
—
|
|
|
(122
|
)
|
|
—
|
%
|
|
—
|
|
|
(389
|
)
|
|
—
|
%
|
||||
Total land development
|
496
|
|
|
(81
|
)
|
|
(16.3
|
)%
|
|
1,422
|
|
|
(1,395
|
)
|
|
(98.1
|
)%
|
||||
Total
|
$
|
207,751
|
|
|
$
|
39,081
|
|
|
18.8
|
%
|
|
$
|
151,063
|
|
|
$
|
25,404
|
|
|
16.8
|
%
|
Three Months Ended June 30, 2017
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
95,798
|
|
|
84.6
|
%
|
|
198
|
|
|
76.4
|
%
|
|
$
|
484
|
|
Southeast
|
|
17,454
|
|
|
15.4
|
%
|
|
61
|
|
|
23.6
|
%
|
|
286
|
|
||
Total
|
|
$
|
113,252
|
|
|
100.0
|
%
|
|
259
|
|
|
100.0
|
%
|
|
$
|
437
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2016
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
68,015
|
|
|
83.5
|
%
|
|
143
|
|
|
72.6
|
%
|
|
$
|
476
|
|
Southeast
|
|
13,400
|
|
|
16.5
|
%
|
|
54
|
|
|
27.4
|
%
|
|
248
|
|
||
Total
|
|
$
|
81,415
|
|
|
100.0
|
%
|
|
197
|
|
|
100.0
|
%
|
|
$
|
413
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2017
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
172,768
|
|
|
83.4
|
%
|
|
359
|
|
|
74.0
|
%
|
|
$
|
481
|
|
Southeast
|
|
34,487
|
|
|
16.6
|
%
|
|
126
|
|
|
26.0
|
%
|
|
274
|
|
||
Total
|
|
$
|
207,255
|
|
|
100.0
|
%
|
|
485
|
|
|
100.0
|
%
|
|
$
|
427
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2016
|
|||||||||||||||||
Segment
|
|
Homebuilding Revenue
(in thousands)
|
|
% of Total Homebuilding Revenue
|
|
Homes Delivered
|
|
% of Total Homes Delivered
|
|
ASP
(in thousands)
|
|||||||
West
|
|
$
|
124,774
|
|
|
83.4
|
%
|
|
258
|
|
|
70.9
|
%
|
|
$
|
484
|
|
Southeast
|
|
24,867
|
|
|
16.6
|
%
|
|
106
|
|
|
29.1
|
%
|
|
235
|
|
||
Total
|
|
$
|
149,641
|
|
|
100.0
|
%
|
|
364
|
|
|
100.0
|
%
|
|
$
|
411
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Segment
|
|
Land Development Revenue
(in thousands) |
|
Lots Sold
|
|
Land Development Revenue
(in thousands) |
|
Lots Sold
|
|
Land Development Revenue
(in thousands) |
|
Lots Sold
|
|
Land Development Revenue
(in thousands) |
|
Lots Sold
|
||||||||||||
West
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,422
|
|
|
—
|
|
|
$
|
496
|
|
|
1
|
|
|
$
|
1,422
|
|
|
—
|
|
Southeast
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,422
|
|
|
—
|
|
|
$
|
496
|
|
|
1
|
|
|
$
|
1,422
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except percentages)
|
As of June 30, 2017
|
|
Requirement
|
||
Minimum Unlevered Asset Pool Test
|
|
|
|
||
Consolidated tangible assets
|
$
|
422,857
|
|
|
|
Consolidated tangible assets subject to liens
(1)
|
205,791
|
|
|
|
|
Consolidated tangible assets not subject to liens
(1)
|
$
|
217,066
|
|
|
≥ $ 50,000
|
|
|
|
|
||
Minimum Net Worth Test
|
|
|
|
||
Consolidated tangible assets
|
$
|
422,857
|
|
|
|
Total indebtedness
|
159,565
|
|
|
|
|
Net worth
|
$
|
263,292
|
|
|
≥ $ 175,000
|
|
|
|
|
||
Minimum Liquidity Test
|
|
|
|
||
Cash and cash equivalents
|
$
|
32,057
|
|
|
|
Restricted cash
(2)
|
1,547
|
|
|
|
|
Unrestricted cash and cash equivalents
(2)
|
$
|
30,510
|
|
|
≥ $ 15,000
|
|
|
|
|
||
Consolidated Tangible Assets Test
|
|
|
Requirement
|
||
Consolidated tangible assets as of
June 30
, 2017
|
$
|
422,857
|
|
|
|
Consolidated tangible assets as of January 1,
2017
|
414,138
|
|
|
|
|
Increase in consolidated tangible assets during
2017
(3)
|
$
|
8,719
|
|
|
Δ ≥ ( $25,000)
|
|
|
|
|
||
Consolidated tangible assets as of
June 30,
2017
|
$
|
422,857
|
|
|
|
Consolidated tangible assets as of October 21, 2014
|
293,784
|
|
|
|
|
Increase in consolidated tangible assets since October 21, 2014
(3)(4)
|
$
|
129,073
|
|
|
Δ ≥ ($50,000)
|
|
|
|
|
||
Funded Debt to Tangible Assets Ratio Test
|
|
|
|
||
Funded debt as of
June 30
, 2017
|
$
|
159,565
|
|
|
|
Consolidated tangible assets as of
June 30
, 2017
|
422,857
|
|
|
|
|
Funded debt to tangible assets ratio
|
38
|
%
|
|
≤ 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.
|
(3)
|
We may not permit our Consolidated Tangible Assets to decrease by more than $25 million in any fiscal year or more than $50 million in the aggregate at any time after October 21, 2014 (i.e. the date of issue of the 2017 Notes).
|
(4)
|
Based on Consolidated Tangible Assets as of September 30, 2014, the end of the quarter immediately preceding the issue of the 2017 Notes.
|
(Dollars in thousands)
|
As of June 30, 2017
|
|
As of December 31, 2016
|
||||
Debt
|
$
|
159,565
|
|
|
$
|
160,994
|
|
Equity
|
233,752
|
|
|
226,886
|
|
||
Total capital
|
$
|
393,317
|
|
|
$
|
387,880
|
|
Ratio of debt-to-capital
|
40.6
|
%
|
|
41.5
|
%
|
||
Debt
|
$
|
159,565
|
|
|
$
|
160,994
|
|
|
|
|
|
|
|
||
Net cash and cash equivalents
|
$
|
32,057
|
|
|
$
|
42,478
|
|
Less: restricted cash and minimum liquidity requirement
|
16,547
|
|
|
16,547
|
|
||
Unrestricted cash and cash equivalents
|
$
|
15,510
|
|
|
$
|
25,931
|
|
|
|
|
|
|
|
||
Net debt
|
$
|
144,055
|
|
|
$
|
135,063
|
|
Equity
|
233,752
|
|
|
226,886
|
|
||
Total adjusted capital
|
$
|
377,807
|
|
|
$
|
361,949
|
|
Ratio of net debt-to-capital
(1)
|
38.1
|
%
|
|
37.3
|
%
|
(1)
|
The ratio of net debt-to-capital is a non-GAAP financial measure.
|
•
|
We generated
$9.6 million
of net income before non-cash expenses of stock-based compensation, impairment and abandonment charges on real estate inventories, as well as, depreciation and amortization as compared to net income before non-cash expenses of
$5.7 million
for the same period during
2016
.
|
•
|
We used
$17.8 million
to finance an increase in real estate inventories, an
in
crease of
$2.1 million
as compared to the same period during
2016
. The
in
crease in inventories was primarily attributable to a
$31.5 million
in
crease in the amount of homes completed or under construction and
$17.5 million
in
crease in the amount of land held and land under development, partially offset by a
$32.2 million
de
crease in finished lots during the 2017 period. As of
June 30, 2017
, we had
588
homes in inventory as compared to
492
homes in inventory as of
June 30, 2016
.
|
•
|
We generated
$1.6 million
in other assets and receivables during the
six months ended
June 30, 2017
, as compared to
$0.3 million
we used to finance growth in other assets and receivables during the same period in
2016
.
|
•
|
We
in
creased our purchases of fixed assets by
$0.1 million
during the
six months ended
June 30, 2017
, as compared to the same period in
2016
.
|
•
|
We decreased our net borrowings by
$8.1 million
as compared to the same period in
2016
. The net borrowings during the
six months ended
June 30, 2017
were proceeds from acquisition, development and construction loans which totaled
$84.1 million
while repayments on these loans totaled
$85.8 million
.
|
•
|
We incurred
$1.2 million
in debt issuance costs for the
six months ended
June 30, 2017
, as compared to
$0.1 million
for the same period during
2016
.
|
•
|
We paid
$1.9 million
in a cash tax distribution to our noncontrolling interest (i.e. PICO) during the
six months ended
June 30, 2017
. For the same period in
2016
, we paid
$4.8 million
in a cash tax distribution to our noncontrolling interest.
|
Period
|
Total number of shares of Class A common stock purchased
(a)
|
|
Average price paid per share of Class A common stock
(a)
|
|
Total number of shares of Class A common stock purchased as part of publicly announced plans or programs
(b)
|
|
Maximum dollar value of shares of Class A common stock that may yet be purchased under the plans or programs
(c)
|
||||||
April 1 to April 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,750,011
|
|
May 1 to May 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,750,011
|
|
June 1 to June 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,750,011
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,750,011
|
|
(b)
|
These amounts represent shares repurchased by the Company under its Stock Repurchase Program. For additional information regarding stock repurchases, see
Note 9
, “Equity--Stock Repurchase Program,” to the accompanying unaudited condensed consolidated financial statements included elsewhere in this report.
|
(c)
|
Under the Stock Repurchase Program, which was established on June 6, 2016, management is authorized to purchase up to $5.0 million of Class A common stock through June 1, 2018. During the
three months ended June 30, 2017
, there were
no
shares of Class A common stock repurchased.
|
Exhibit Number
|
|
Exhibit Description
|
2.1
|
|
Agreement and Plan of Merger, dated April 10, 2017, among Century Communities, Inc., Casa Acquisition Corp., and UCP, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (filed April 11, 2017))
|
3.1
|
|
Amendment to the Amended and Restated Bylaws, as amended, of UCP, Inc., effective April 10, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed April 11, 2017))
|
10.1*
|
|
Amended and Restated Employment Agreement, dated as of February 1, 2017, between UCP, Inc. and Dustin L. Bogue (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (filed February 3, 2017))
|
10.2*
|
|
Amended and Restated Employment Agreement, dated as of February 1, 2017, between UCP, Inc. and James M. Pirrello (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (filed February 3, 2017))
|
10.3
|
|
Agreement, made and entered into as of March 29, 2017, by and between PICO Holdings, Inc. and UCP, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed March 30, 2017))
|
10.4
|
|
Voting Support and Transfer Restriction Agreement, dated April 10, 2017, by and among Century Communities, Inc., PICO Holdings, Inc., UCP, Inc. and UCP, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed April 11, 2017))
|
10.5
|
|
Agreement to Exchange, entered into as of April 10, 2017, by and among UCP, Inc., UCP, LLC and PICO Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed April 11, 2017))
|
10.6*
|
|
Amendment to Employment Agreement, dated April 10, 2017, by and between Dustin L. Bogue and UCP, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (filed April 11, 2017))
|
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:
|
August 3, 2017
|
|
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 |
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