Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Mar. 31, 2014 | 7-May-14 | 7-May-14 | |
Common Class A [Member] | Common Class B [Member] | ||
Entity Registrant Name | 'UCP, Inc. | ' | ' |
Entity Central Index Key | '0001572684 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 7,835,562 | 100 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Cash and cash equivalents | $51,653 | $87,503 |
Real estate inventories | 214,593 | 176,848 |
Fixed assets, net | 1,132 | 1,028 |
Receivables | 420 | 785 |
Other assets | 1,580 | 1,156 |
Total assets | 269,378 | 267,320 |
Liabilities and equity: | ' | ' |
Accounts payable and accrued liabilities | 21,088 | 18,654 |
Debt | 34,454 | 30,950 |
Total liabilities | 55,542 | 49,604 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholdersb Equity | ' | ' |
Preferred stock, $0.01 par value; 50,000,000 authorized, no shares issued and outstanding at March 31, 2014 and December 31, 2013 | 0 | 0 |
Additional paid-in capital | 93,244 | 93,117 |
Accumulated deficit | -4,437 | -1,941 |
Total UCP, Inc. stockholdersb equity | 88,885 | 91,254 |
Noncontrolling interest | 124,951 | 126,462 |
Total stockholdersbs equity | 213,836 | 217,716 |
Total liabilities and equity | 269,378 | 267,320 |
Common Class A [Member] | ' | ' |
Stockholdersb Equity | ' | ' |
Common stock | 78 | 78 |
Common Class B [Member] | ' | ' |
Stockholdersb Equity | ' | ' |
Common stock | $0 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 7,835,562 | 7,750,000 |
Common stock, shares outstanding | 7,835,562 | 7,750,000 |
Common Class B [Member] | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
REVENUE: | ' | ' |
Homebuilding | $25,446 | $4,333 |
Land development | 174 | 7,470 |
Total revenue | 25,620 | 11,803 |
COSTS AND EXPENSES: | ' | ' |
Cost of sales - homebuilding | 20,800 | 3,460 |
Cost of sales - land development | 146 | 4,580 |
Sales and marketing | 2,556 | 1,132 |
General and administrative | 6,271 | 3,480 |
Total costs and expenses | 29,773 | 12,652 |
Loss from operations | -4,153 | -849 |
Other income, net | 73 | 39 |
Net loss before income taxes | -4,080 | -810 |
Provision for income taxes | 0 | 0 |
Net loss | -4,080 | -810 |
Net loss attributable to noncontrolling interest | -1,584 | -810 |
Net loss attributable to stockholders of UCP, Inc. | -2,496 | 0 |
Other comprehensive loss, net of tax | 0 | 0 |
Comprehensive loss | -4,080 | -810 |
Comprehensive loss attributable to noncontrolling interest | -1,584 | -810 |
Comprehensive loss attributable to stockholders of UCP, Inc. | ($2,496) | $0 |
Weighted average common shares: | ' | ' |
Basic and diluted shares outstanding (in shares) | 7,820,351 | ' |
Basic and diluted earnings (loss) per share (usd per share) | ($0.32) | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Equity Condensed Consolidated Statements of Equity (USD $) | Total | Common Class A [Member] | Common Class B [Member] | Members' equity [Member] | Common stock [Member] | Common stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Noncontrolling interest [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | Common Class A [Member] | Common Class B [Member] | USD ($) | USD ($) | USD ($) | ||
USD ($) | USD ($) | ||||||||
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2012 | $102,315 | ' | ' | $102,315 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash contributions from member | 10,443 | ' | ' | 10,443 | ' | ' | ' | ' | ' |
Repayments of member contributions | -1,716 | ' | ' | -1,716 | ' | ' | ' | ' | ' |
Net loss | -810 | ' | ' | -810 | ' | ' | ' | ' | ' |
Noncontrolling interest, ending balance at Mar. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Ending balance at Mar. 31, 2013 | 110,232 | ' | ' | 110,232 | 0 | 0 | 0 | 0 | ' |
Common stock, shares outstanding at Mar. 31, 2013 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' |
Noncontrolling interest, beginning balance at Dec. 31, 2013 | 126,462 | ' | ' | ' | ' | ' | ' | ' | 126,462 |
Beginning balance at Dec. 31, 2013 | 217,716 | ' | ' | 0 | 78 | 0 | 93,117 | -1,941 | ' |
Common stock, shares outstanding at Dec. 31, 2013 | ' | 7,750,000 | 100 | ' | 7,750,000 | 100 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash contributions from member | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of member contributions | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Class A - issuance of common (in shares) | ' | ' | ' | ' | 85,562 | 100 | ' | ' | ' |
Class A - issuance of common stock | -814 | ' | ' | ' | 0 | ' | -460 | ' | -354 |
Stock-based compensation expense | 1,014 | ' | ' | ' | ' | ' | 587 | ' | 427 |
Net loss | -4,080 | ' | ' | ' | ' | ' | ' | -2,496 | -1,584 |
Noncontrolling interest, ending balance at Mar. 31, 2014 | 124,951 | ' | ' | ' | ' | ' | ' | ' | 124,951 |
Ending balance at Mar. 31, 2014 | $213,836 | ' | ' | $0 | $78 | $0 | $93,244 | ($4,437) | ' |
Common stock, shares outstanding at Mar. 31, 2014 | ' | 7,835,562 | 100 | ' | 7,835,562 | 100 | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net loss | ($4,080) | ($810) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock-based compensation | 1,014 | 0 |
Abandonment of real estate inventories | 33 | 9 |
Depreciation | 87 | 51 |
Changes in operating assets and liabilities: | ' | ' |
Real estate inventories | -37,778 | -13,751 |
Receivables | 364 | -537 |
Other assets | -425 | -1,375 |
Accounts payable and accrued liabilities | 1,622 | 2,215 |
Net cash used in operating activities | -39,163 | -14,198 |
Investing activities: | ' | ' |
Purchases of fixed assets | -191 | -125 |
Net cash used in investing activities | -191 | -125 |
Financing activities: | ' | ' |
Cash contributions from member | 0 | 10,443 |
Repayments of member contributions | 0 | -1,716 |
Proceeds from debt | 11,683 | 6,496 |
Repayment of debt | -8,179 | -2,340 |
Net cash provided by financing activities | 3,504 | 12,883 |
Net decrease in cash and cash equivalents | -35,850 | -1,440 |
Cash and cash equivalents b beginning of period | 87,503 | 10,324 |
Cash and cash equivalents b end of period | 51,653 | 8,884 |
Supplemental disclosure of cash flow information: | ' | ' |
Debt incurred to acquire real estate inventories | 0 | 4,690 |
Accrued offering costs | $0 | $923 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies | ' | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies | ||||||||
As used in this report, unless the context otherwise requires or indicates, references to “the Company”, “we”, “our” and “UCP” refer (1) prior to the July 23, 2013 completion of the initial public offering of Class A common stock, par value $0.01 per share ( “Class A common stock”) of UCP, Inc. (the “IPO”) and related transactions, to UCP, LLC and its consolidated subsidiaries and (2) after the IPO and related transactions, to UCP, Inc. and its consolidated subsidiaries including UCP, LLC. UCP, Inc. had nominal assets and no liabilities, and conducted no operations prior to the completion of the Company’s IPO. Presentation of the historical results of UCP, Inc. alone would not be meaningful and accordingly the historical financial information prior to the IPO represents those of UCP, LLC. | ||||||||
Business Description and Organizational Structure of the Company: | ||||||||
Company’s Business | ||||||||
The Company is a homebuilder and land developer with land acquisition and entitlement expertise in California and Washington State. | ||||||||
Company’s History | ||||||||
The Company’s operations began in 2004, and principally focused on acquiring land, entitling and developing it for residential construction, and selling residential lots to third-party homebuilders. In January 2008, the Company’s business was acquired by PICO Holdings, Inc. (“PICO”), a NASDAQ -listed, diversified holding company, which allowed the Company to accelerate the development of its business and gain access to a capital partner capable of funding its growth. In 2010, the Company formed Benchmark Communities, LLC, its wholly owned homebuilding subsidiary, to design, construct and sell high quality single-family homes. | ||||||||
Company’s Reorganization and the IPO | ||||||||
Historically, we operated our business through UCP, LLC and its subsidiaries, which, prior to our IPO, were indirect wholly owned subsidiaries of PICO. In anticipation of our IPO, UCP, Inc. was incorporated in the State of Delaware on May 7, 2013, as a wholly | ||||||||
The amended and restated certificate of incorporation of UCP, Inc. authorizes two classes of common stock: Class A common stock, and Class B common stock, par value $0.01 per share (“Class B common stock”). Shares of Class A common stock which are listed on the New York Stock Exchange, represent 100% of the economic rights of the holders of all classes of UCP, Inc.'s common stock. Shares of Class B common stock, which are held exclusively by PICO, are not entitled to any dividends paid by, or rights upon liquidation of, UCP, Inc. PICO holds 100 shares of Class B common stock of UCP, Inc., providing PICO with no economic rights but entitling PICO, without regard to the number of shares of Class B common stock held by PICO, to one vote on matters presented to stockholders of UCP, Inc. for each UCP, LLC Series A Unit (as defined below) held by PICO. Holders of the Company’s Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law. As of March 31, 2014, PICO held 10,593,000 of UCP, LLC Series A Units and 100 shares of Class B common stock, which provided PICO with 57.5% of the aggregate voting power of UCP, Inc.'s outstanding Class A common stock and Class B common stock, which equals PICO’s economic interest in the Company. PICO effectively has control over the outcome of votes on all matters requiring approval by the Company’s stockholders. As described in more detail below, each Series A Unit of UCP, LLC can be exchanged for one share of Class A common stock. | ||||||||
In connection with the IPO, UCP, LLC's Amended and Restated Limited Liability Company Operating Agreement was amended and restated to, among other things, designate UCP, Inc. as the sole managing member of UCP, LLC and establish a new series of units (“UCP, LLC Series B Units”), which are held solely by UCP, Inc., and reclassify PICO's units into UCP, LLC Series A Units (the “UCP, LLC Series A Units”), which are held solely by PICO (and its permitted transferees). The UCP, LLC Series B Units rank on a parity with the UCP, LLC Series A Units as to distribution rights and rights upon liquidation, winding up or dissolution. UCP, Inc., as the sole managing member of UCP, LLC, operates and controls all of the business and affairs of UCP, LLC and consolidates the financial results of UCP, LLC and its subsidiaries. | ||||||||
Exchange Agreement | ||||||||
In connection with the IPO, UCP, Inc. entered into an Exchange Agreement, pursuant to which PICO (and its permitted transferees) have the right to cause UCP, Inc. to exchange PICO's UCP, LLC Series A Units for shares of UCP, Inc. Class A common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As of March 31, 2014, giving effect to the Class A common stock that the Company would issue if PICO were to elect to exchange all of its UCP, LLC Series A Units for shares of Class A common stock, the Company would have 18,428,562 shares of Class A common stock outstanding. Any UCP, LLC Series A Units being exchanged will be reclassified as UCP, LLC Series B Units in connection with such exchange. Exchanges by PICO of its UCP, LLC Series A Units for shares of UCP, Inc. Class A common stock are expected to result, with respect to UCP, Inc., in increases in the tax basis of the assets of UCP, LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that UCP, Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. | ||||||||
Tax Receivable Agreement | ||||||||
In connection with the IPO, the Company entered into a tax receivable agreement (“TRA”) with PICO. Consequently, when PICO sells or exchanges its UCP, LLC Series A Units for shares of the Company’s Class A common stock, potential income tax benefits are triggered. Such a transaction by PICO would result in an adjustment to the tax basis of the assets owned by UCP, LLC at the time of an exchange. The increase in tax basis is expected to increase the depreciation and amortization income tax deductions and create other tax benefits and therefore may reduce the amount of income tax that the Company would otherwise be required to pay in the future. Under the TRA, the Company generally is required to pay to PICO 85% of the applicable cash savings in U.S. federal and state income tax that the Company actually realizes (or is deemed to realize in certain circumstances) as a result of sales or exchanges of the UCP, LLC Series A units held by PICO for shares of Class A common stock, leaving the Company with 15% of the benefits of the tax savings. Cash savings in income tax will be computed by comparing the Company’s actual income tax liability to the amount of income taxes that the Company would have been required to pay had there been no increase in the tax basis of the tangible and intangible assets of UCP, LLC as a result of the exchanges. If the Company does not have taxable income in a given taxable year, no payment under the TRA for that taxable year is required because no tax savings will have been realized. | ||||||||
Estimating the amount of payments to be made under the TRA cannot be done reliably at this time because any increase in tax basis, as well as the amount and timing of any payments will vary depending on a number of factors, including: | ||||||||
• | the timing of any exchanges of UCP, LLC Series A Units for shares of the Company’s Class A common stock by PICO, as the increase in any tax deductions will vary depending on the fair market value of the depreciable and amortizable assets of UCP, LLC at the time of any such exchanges, and this value may fluctuate over time; | |||||||
• | the price of the Company’s Class A common stock at the time of any exchanges of UCP, LLC Series A Units for shares of the Company’s Class A common stock (since the increase in the Company’s share of the basis in the assets of UCP, LLC, as well as the increase in any tax deductions, will be related to the price of the Company’s Class A common stock at the time of any such exchanges); | |||||||
• | the tax rates in effect at the time the Company uses the increased amortization and depreciation deductions or realize other tax benefits; and | |||||||
• | the amount, character and timing of the Company’s taxable income. | |||||||
The effects of the TRA on the Company’s consolidated balance sheet if PICO elects to exchange all or a portion of its UCP, LLC Series A Units for the Company’s Class A common stock will be as follows: | ||||||||
• | An increase in deferred tax assets for the estimated income tax effects of the increase in the tax basis of the assets owned by UCP, LLC based on enacted federal, state and local income tax rates at the date of the relevant transaction. To the extent the Company believes that it is more likely than not, that the Company will not realize the full tax benefit represented by the deferred tax asset, the Company will reduce the deferred tax asset with a valuation allowance; | |||||||
• | The Company will record 85% of the applicable cash tax savings in U.S. Federal and California State income taxes resulting from the increase in the tax basis of the UCP, LLC Series A Units and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA as an increase in a payable due to PICO; and | |||||||
• | An increase to additional paid-in capital equal to the difference between the increase in deferred tax assets and the increase in the payable due to PICO. | |||||||
The Company has the right to terminate the TRA at any time. In addition, the TRA will terminate early if the Company breaches obligations under the TRA or upon certain mergers, asset sales, other forms of business combinations or other changes of control. In either case, the Company’s payment obligations under the TRA would be accelerated and would become due and payable based on certain assumptions, including that (a) all the UCP, LLC Series A Units are deemed exchanged for their fair value, (b) the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and (c) the subsidiaries of UCP, LLC will sell certain nonamortizable assets (and realize certain related tax benefits) no later than a specified date. In each of these instances, the Company would be required to make an immediate payment to PICO equal to the present value of the anticipated future tax benefits (discounted over the applicable amortization and depreciation periods for the assets the tax bases of which are stepped up (which could be as long as fifteen years in respect of intangibles and goodwill) at a discount rate equal to LIBOR plus 100 basis points). The benefits would be payable even though, in certain circumstances, no UCP, LLC Series A Units are actually exchanged at the time of the accelerated payment under the TRA, thereby resulting in no corresponding tax basis step up at the time of such accelerated payment under the TRA. | ||||||||
Transition Services Agreement and Investor Rights Agreement | ||||||||
UCP, Inc. also entered into a Transition Services Agreement (“TSA”) with PICO, pursuant to which PICO provides certain services to UCP, Inc. for a limited period of time, including, among other things, accounting, human resources and information technology services. | ||||||||
Additionally, pursuant to an Investor Rights Agreement that UCP, Inc. entered into with PICO in connection with the IPO, PICO has the right to nominate two individuals for election to UCP, Inc.'s board of directors for as long as PICO owns 25% or more of the combined voting power of UCP, Inc.'s outstanding Class A and Class B common stock and one individual for as long as it owns at least 10% (in each case, excluding shares of any of UCP, Inc.'s common stock that are subject to issuance upon the exercise or exchange of rights of conversion or any options, warrants or other rights to acquire shares). However, the Investor Rights Agreement does not entitle PICO to nominate individuals for election to UCP, Inc.'s board of directors if their election would result in PICO nominees comprising more than two of UCP, Inc.'s directors (for as long as PICO owns 25% or more of the combined voting power of UCP, Inc.'s outstanding Class A and Class B common stock) or one of UCP, Inc.'s directors (for as long as PICO owns at least 10% of the combined voting power of UCP, Inc.'s outstanding Class A and Class B common stock). | ||||||||
Basis of Presentation | ||||||||
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts have been eliminated upon consolidation. | ||||||||
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2013, which are included in our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2014. The accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring entries) necessary for the fair presentation of the Company’s results for the interim periods presented. These consolidated and segment results are not necessarily indicative of the Company’s future performance. | ||||||||
The consolidated financial statements for the period prior to the completion of the Company’s IPO, which was completed on July 23, 2013, have been prepared on a stand-alone basis and have been derived from PICO’s consolidated financial statements and accounting records. These stand-alone financial statements have been prepared using the historical results of operations and assets and liabilities attributed to the Company’s operations. | ||||||||
As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, the Company intends to take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. These exemptions will apply until the last day of the fiscal year following the fifth anniversary of the completion of our IPO, although we may lose our status as an emerging growth company and the related exemptions earlier upon the occurrence of certain events. | ||||||||
Use of Estimates in Preparation of Financial Statements: | ||||||||
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses for each reporting period. The significant estimates made in the preparation of the Company’s condensed consolidated financial statements relate to the assessment of real estate impairments, warranty reserves, income taxes and contingent liabilities. While management believes that the carrying value of such assets and liabilities are appropriate as of March 31, 2014 and December 31, 2013, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. | ||||||||
Related Party Transactions: | ||||||||
Prior to the IPO, we were a wholly owned subsidiary of PICO. In addition, as of March 31, 2014, PICO holds an economic and voting interest in our Company equal to approximately 57.5%. As described above, in connection with the IPO, the Company entered into the Exchange Agreement, Investor Rights Agreement, TSA and TRA with PICO. The Company also entered into a Registration Rights Agreement with PICO, with respect to the shares of its Class A common stock that it may receive in exchanges made pursuant to the Exchange Agreement. In connection with the IPO, the amendment and restatement of UCP, LLC's Amended and Restated Limited Liability Company Operating Agreement was approved by PICO, the sole member of UCP, LLC prior to completion of the IPO. | ||||||||
Segment Reporting: | ||||||||
The Company determined that its operations are organized into two reportable segments: homebuilding and land development. In accordance with the aggregation criteria defined in the applicable accounting guidance, the Company considered similar economic and other characteristics, including product types, average selling prices, gross margins, production processes, suppliers, subcontractors, regulatory environments, land acquisition results and underlying supply and demand in determining its reportable segments. | ||||||||
Cash and Cash Equivalents: | ||||||||
Cash and cash equivalents include highly liquid instruments purchased with original maturities of three months or less. | ||||||||
Capitalization of Interest: | ||||||||
The Company capitalizes interest to real estate inventories during the period of development. Interest capitalized as a cost of real estate inventories is included in cost of sales-homebuilding or cost of sales-land development as related homes or real estate are sold. To the extent the Company’s debt exceeds the cost of the related asset under development, the Company expenses that portion of the interest incurred. Qualifying assets include projects that are actively selling or under development. | ||||||||
Real Estate Inventories and Cost of Sales: | ||||||||
The Company capitalizes pre-acquisition costs, the purchase price of real estate, development costs and other allocated costs, including interest, during development and home construction. Pre-acquisition costs, including non-refundable land deposits, are expensed to cost of sales when the Company determines continuation of the related project is not probable. | ||||||||
Land, development and other common costs are typically allocated to real estate inventories using the relative-sales-value method. Direct home construction costs are recorded using the specific identification method. Cost of sales-homebuilding includes the allocation of construction costs of each home and all applicable land acquisition, real estate development, capitalized interest, and related common costs based upon the relative-sales-value of the home. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated on a relative-sales-value method to remaining homes in the community. Cost of sales-land development includes land acquisition and development costs, capitalized interest, impairment charges, abandonment charges for projects that are no longer economically viable, and real estate taxes. Abandonment charges during the three months ended March 31, 2014 and 2013, were $33,000 and $9,000, respectively, and are included in the accompanying condensed consolidated statement of operations and comprehensive loss for the respective period. These charges were related to the Company electing not to proceed with one or more acquisitions after due diligence. Inventory is stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written down to fair value. | ||||||||
All real estate inventories are classified as held until the Company commits to a plan to sell the real estate, the real estate can be sold in its present condition, is being actively marketed for sale, and it is probable that the real estate will be sold within the next twelve months. At March 31, 2014 and December 31, 2013, the Company had real estate inventories of $23.0 million and $8.6 million, respectively, classified as held for sale. | ||||||||
Impairment of Real Estate Inventories: | ||||||||
The Company evaluates for an impairment loss when conditions exist where the carrying amount of real estate may not be fully recoverable. Indicators of impairment include, but are not limited to, significant decreases in local housing market values and selling prices of comparable homes, significant decreases in gross margins and sales absorption rates, costs in excess of budget, and actual or projected cash flow losses. If indicators of impairment are present, the Company prepares and analyzes undiscounted cash flows at the lowest level for which there is identifiable cash flows that are independent of the cash flows of other groups of assets. | ||||||||
When estimating undiscounted future cash flows of its real estate assets, the Company makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available on the market, pricing and incentives being offered by us or other builders in other communities, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs incurred to date and expected to be incurred, including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property. The Company did not have any real estate assets for which the estimated undiscounted future cash flows were not in excess of their carrying values. | ||||||||
If events or circumstances indicate that the carrying amount is impaired, such impairment will be measured based upon the difference between the carrying amount and the fair value of such assets determined using the estimated future discounted cash flows, excluding interest charges, generated from the use and ultimate disposition of the respective real estate inventories. Such losses, if any, are reported within cost of sales. No such losses were recorded during the three months ended March 31, 2014 and 2013. | ||||||||
Fixed Assets, Net: | ||||||||
Fixed assets are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Computer software and hardware are depreciated over three years, office furniture and fixtures are depreciated over seven years, vehicles are depreciated over five years and leasehold improvements are depreciated over the shorter of their useful life or lease term and range from one to three years. Maintenance and repairs are charged to expense as incurred, while significant improvements are capitalized. Depreciation expense is included in general and administrative expenses, and gains or losses on the sale of fixed assets are included in other income in the accompanying condensed consolidated statement of operations and comprehensive loss. | ||||||||
Receivables: | ||||||||
Receivables include amounts due from buyers for homes sold on the last day of the month and from utility companies for reimbursement of costs. At March 31, 2014 and December 31, 2013, the Company had no allowance for doubtful accounts recorded. | ||||||||
Other Assets: | ||||||||
The detail of other assets is set forth below (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Customer deposits in escrow | $ | 527 | $ | 350 | ||||
Prepaid expenses | 787 | 441 | ||||||
Other deposits | 266 | 365 | ||||||
$ | 1,580 | $ | 1,156 | |||||
Homebuilding and Land Development Sales and Profit Recognition: | ||||||||
In accordance with Financial Accounting Standards Board (“FASB”) issued ASC Topic 360 - Property, Plant, and Equipment, revenue from home sales and other real estate sales are recorded and any profit is recognized when the respective sales are closed. Sales are closed when all conditions of escrow are met, title passes to the buyer, appropriate consideration is received and collection of associated receivables, if any, is reasonably assured and the Company has no continuing involvement with the sold asset. The Company does not offer financing to buyers. Sales price incentives are accounted for as a reduction of revenues when the sale is recorded. If the earnings process is not complete, the sale and any related profits are deferred for recognition in future periods. Any profit recorded is based on the calculation of cost of sales at the closing date, which is dependent on an allocation of costs. | ||||||||
Stock-Based Compensation: | ||||||||
Stock | ||||||||
Warranty Reserves: | ||||||||
Estimated future direct warranty costs are accrued and charged to cost of sales-homebuilding in the period in which the related homebuilding revenue is recognized. Amounts accrued are based upon estimates of the amount the Company expects to pay for warranty work. The Company assesses the adequacy of its warranty reserves on a quarterly basis and adjusts the amounts recorded, if necessary. Warranty reserves are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. | ||||||||
Changes in warranty reserves are detailed in the table set forth below (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Warranty reserves, beginning of period | $ | 608 | $ | 141 | ||||
Warranty reserves accrued | 130 | 487 | ||||||
Warranty expenditures | (44 | ) | (20 | ) | ||||
Warranty reserves, end of period | $ | 694 | $ | 608 | ||||
Consolidation of Variable Interest Entities: | ||||||||
The Company enters into purchase and option agreements for the purchase of real estate as part of the normal course of business. These purchase and option agreements enable the Company to acquire real estate at one or more future dates at pre-determined prices. The Company believes these acquisition structures reduce its financial risk associated with real estate acquisitions and holdings and allow the Company to better manage its cash position. | ||||||||
Based on the relevant accounting guidance, the Company concluded that when it enters into a purchase agreement to acquire real estate from an entity, a variable interest entity (“VIE”), may be created. The Company evaluates all option and purchase agreements for real estate to determine whether they are a VIE. The applicable accounting guidance requires that for each VIE, the Company assess whether it is the primary beneficiary and, if it is, consolidate the VIE in its condensed consolidated financial statements in accordance with ASC Topic 810 - Consolidations, and reflect such assets and liabilities as “Real estate inventories not owned.” | ||||||||
In order to determine if the Company is the primary beneficiary, it must first assess whether it has the ability to control the activities of the VIE that most significantly impact its economic performance. Such activities include, but are not limited to, the ability to determine the budget and scope of land development work, if any; the ability to control financing decisions for the VIE; the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with us; and the ability to change or amend the existing option contract with the VIE. If the Company is not determined to control such activities, the Company is not considered the primary beneficiary of the VIE. If the Company does have the ability to control such activities, the Company will continue its analysis by determining if it is also expected to absorb a potentially significant amount of the VIE’s losses or, if no party absorbs the majority of such losses, if the Company will benefit from a potentially significant amount of the VIE’s expected gains. | ||||||||
In substantially all cases, creditors of the entities with which the Company has option agreements have no recourse against the Company and the maximum exposure to loss on the applicable option or purchase agreements is limited to non-refundable option deposits and any capitalized pre-acquisition costs. Some of the Company’s option or purchase deposits may be refundable to the Company if certain contractual conditions are not performed by the party selling the lots. The Company did not consolidate any land under option irrespective of whether a VIE was or was not present at March 31, 2014 or December 31, 2013. | ||||||||
Price Participation Interests: | ||||||||
Certain land purchase contracts and other agreements include provisions for additional payments to the sellers. These additional payments are contingent on certain future outcomes, such as, selling homes above a certain preset price or achieving an internal rate of return above a certain preset level. These additional payments, if triggered, are accounted for as cost of sale, when they become due, however, they are neither fully determinable, nor due, until the transfer of title to the buyer is complete. Accordingly, no liability is recorded until the sale is complete. | ||||||||
Income Taxes: | ||||||||
The Company’s provision for income tax expense includes federal and state income taxes currently payable and those deferred because of temporary differences between the income tax and financial reporting bases of the assets and liabilities. The liability method of accounting for income taxes also requires the Company to reflect the effect of a tax rate change on accumulated deferred income taxes in income in the period in which the change is enacted. | ||||||||
In assessing the realization of deferred income tax assets, the Company considered whether it is more likely than not that any deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible. If it is more likely than not that some or all of the deferred income tax assets will not be realized a valuation allowance is recorded. The Company considered many factors when assessing the likelihood of future realization of its deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future transactions, the carryforward periods available to the Company for tax reporting purposes, historical use of tax attributes, and availability of tax planning strategies. These assumptions require significant judgment about future events however, they are consistent with the plans and estimates the Company uses to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company considered three years of cumulative operating income or loss. | ||||||||
As a result of the analysis of all available evidence as of March 31, 2014 and December 31, 2013, the Company recorded a full valuation allowance on its net deferred tax assets. Consequently, the Company reported no income tax benefit for the three month period ended March 31, 2014 or for the comparable period in the prior year. If the Company’s assumptions change and the Company believes it will be able to realize these attributes, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recognized as a reduction of income tax expense. If the assumptions do not change, each period the Company could record an additional valuation allowance on any increases in the deferred tax assets. | ||||||||
The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. | ||||||||
Noncontrolling Interest: | ||||||||
The Company reports the share of the results of operations that are attributable to other owners of its consolidated subsidiaries that are less than wholly-owned, as noncontrolling interest in the accompanying condensed consolidated financial statements. In the condensed consolidated statements of operations and comprehensive loss, the income or loss attributable to the noncontrolling interest is reported separately, and the accumulated income or loss attributable to the noncontrolling interest, along with any changes in ownership of the subsidiary, is reported as a component of total equity. For the three months ended March 31, 2014, the noncontrolling interest reported in the condensed consolidated statement of operations and comprehensive loss includes PICO’s share of approximately 57.5% of the loss related to UCP, LLC as compared to 0% for the three month period ended March 31, 2013 | ||||||||
- see Note 11 - “Noncontrolling Interest”. | ||||||||
Recently Issued Accounting Standards: | ||||||||
In April 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update change the requirements for reporting discontinued operations. As a result of ASU 2014-08, a disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. Adoption of this guidance is not expected to have a | ||||||||
significant impact on the Company’s financial statements. |
Loss_per_share
Loss per share | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Loss per share | ' | |||||
Loss per share | ||||||
Basic earnings (loss) per share of Class A common stock is computed by dividing net income/ (loss) attributable to UCP, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings or loss per share of Class A common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any Class A common stock equivalents using the treasury method, if dilutive. The Company’s restricted stock units (“RSUs”) and stock options (“Options”) are considered common stock equivalents for this purpose. The number of additional shares of Class A common stock related to these common stock equivalents is calculated using the treasury stock method. No incremental common stock equivalents were included in calculating diluted earnings per share because such amounts were anti-dilutive given the net loss attributable to UCP, Inc.’s stockholders for the three months ended March 31, 2014. | ||||||
All losses prior to and up to the IPO were entirely allocable to noncontrolling interest. Consequently, only the loss allocable to UCP, Inc. is included in the net loss attributable to the holders of Class A common stock for the three months ended March 31, 2014. Basic and diluted net loss per share of Class A common stock for the three months ended March 31, 2014 have been computed as follows (in thousands, except share and per share amounts): | ||||||
For the three month period ended March 31, 2014 | ||||||
(unaudited) | ||||||
Numerator | ||||||
Net loss attributable to stockholders of UCP, Inc. | $ | (2,496 | ) | |||
Denominator | ||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 7,820,351 | |||||
Net loss per share of Class A common stock - basic and diluted | $ | (0.32 | ) |
Real_Estate_Inventories
Real Estate Inventories | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Real Estate [Abstract] | ' | |||||||
Real Estate Inventories | ' | |||||||
Real Estate Inventories | ||||||||
Real estate inventories consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Deposits and pre-acquisition costs | $ | 3,614 | $ | 4,517 | ||||
Land held and land under development | 152,476 | 117,808 | ||||||
Homes completed or under construction | 50,196 | 46,639 | ||||||
Model homes | 8,307 | 7,884 | ||||||
$ | 214,593 | $ | 176,848 | |||||
Homes completed or under construction and model homes include all costs associated with home construction, including land, development, indirect costs, permits and fees, and vertical construction. Land under development includes costs incurred during site development, such as land, development, indirect costs and permits. As of March 31, 2014, the Company had $2.5 million of deposits pertaining to land purchase contracts for 3,656 lots with an aggregate purchase price of approximately $73.0 million. | ||||||||
Interest Capitalization | ||||||||
Interest is capitalized on real estate inventories during development. Interest capitalized is included in cost of sales as related sales are recognized. For the three months ended March 31, 2014 and 2013, interest incurred was $410,000 and $666,000, respectively, and was fully capitalized in each respective period. Amounts capitalized to home inventory and land inventory were as follows (in thousands): | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Interest expense capitalized as cost of home inventory | $ | 348 | $ | 397 | ||||
Interest expense capitalized as cost of land inventory | 62 | 269 | ||||||
Total interest expense capitalized | 410 | 666 | ||||||
Previously capitalized interest expense included in cost of sales - homebuilding | (438 | ) | (62 | ) | ||||
Previously capitalized interest expense included in cost of sales - land development | 0 | (2 | ) | |||||
Net activity of capitalized interest | (28 | ) | 602 | |||||
Capitalized interest expense in beginning inventory | 6,338 | 4,620 | ||||||
Capitalized interest expense in ending inventory | $ | 6,310 | $ | 5,222 | ||||
Fixed_Assets_Net
Fixed Assets, Net | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Fixed Assets, net | ' | |||||||
Fixed Assets, Net | ||||||||
Fixed assets consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Computer hardware and software | $ | 1,260 | $ | 1,118 | ||||
Office furniture, equipment and leasehold improvements | 387 | 337 | ||||||
Vehicles | 78 | 79 | ||||||
1,725 | 1,534 | |||||||
Accumulated depreciation | (593 | ) | (506 | ) | ||||
Fixed assets, net | $ | 1,132 | $ | 1,028 | ||||
Depreciation expense for the three months ended March 31, 2014 and 2013 was $87,000 and $51,000, respectively, and is recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities | ' | |||||||
Accounts Payable and Accrued Liabilities | ||||||||
Accounts payable and accrued liabilities consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Accrued expenses | $ | 16,924 | $ | 14,162 | ||||
Accounts payable | 2,388 | 2,118 | ||||||
Accrued payroll liabilities | 1,082 | 1,766 | ||||||
Warranty reserves (Note 1) | 694 | 608 | ||||||
$ | 21,088 | $ | 18,654 | |||||
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
The Company enters into acquisition, construction and development loans to purchase and develop real estate inventories and for the construction of homes, which are secured by the underlying real estate. Certain of the loans are funded in full at the initial loan closing and others are revolving facilities under which the Company may borrow, repay and redraw up to a specified amount during the term of the loan. Acquisition indebtedness matures at various dates, but is generally repaid when lots are released from the loans based upon a specific release price, as defined in each loan agreement, or the loans are refinanced at current prevailing rates. The construction and development debt is required to be repaid with proceeds from home closings based upon a specific release price, as defined in each loan agreement. Certain of the construction and development loans include provisions that require minimum loan-to-value ratios. During the term of the loan, the lender may require the Company to obtain a third-party written appraisal of the underlying real estate collateral. If the appraised fair value of the collateral securing the loan is below the specified minimum, the Company may be required to make principal payments in order to maintain the required loan-to-value ratios. As of March 31, 2014 and December 31, 2013, the lenders have not requested, and the Company has not obtained, any such appraisals. As of March 31, 2014 and December 31, 2013, the Company had approximately $69.8 million and $56.4 million of aggregate loan commitments and approximately $35.3 million and $25.4 million of unused loan commitments respectively. At March 31, 2014 and December 31, 2013, the weighted average interest rate on the Company’s outstanding debt was 4.5% and 4.7%, respectively. | ||||||||
Debt consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Acquisition Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94% to 4.19%, payments due through 2014 | $ | 1,387 | $ | 1,830 | ||||
Interest rate of 3.94%, payments due through 2015 | 1,247 | 1,591 | ||||||
Fixed Interest Rate: | ||||||||
Interest rate of 5%, payments due through 2014 | — | 425 | ||||||
Interest rate of 5%, payments due through 2015 | 3,443 | 5,048 | ||||||
Interest rate of 6.5%, payments due through 2036 | 545 | 548 | ||||||
Interest rate of 10%, payments due through 2017 | 1,604 | 1,604 | ||||||
Total acquisition debt | 8,226 | 11,046 | ||||||
Construction and Development Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94%, payments due through 2014 | 2,207 | 1,705 | ||||||
Interest rate of 3.94%, payments due through 2015 | 18,785 | 12,181 | ||||||
Interest rate of 5%, payments due through 2015 | 5,233 | 6,018 | ||||||
Interest rate of 3.94%, payments due through 2016 | 3 | — | ||||||
Total construction and development debt | 26,228 | 19,904 | ||||||
Total debt | $ | 34,454 | $ | 30,950 | ||||
At March 31, 2014, principal maturities of loans payable for the years ending December 31 are as follows (in thousands): | ||||||||
2014 | $ | 3,593 | ||||||
2015 | 28,708 | |||||||
2016 | 3 | |||||||
2017 | 1,605 | |||||||
2018 | — | |||||||
Thereafter | 545 | |||||||
Total | $ | 34,454 | ||||||
Fair_Value_Disclosures
Fair Value Disclosures | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Disclosure | ' | |||||||||||||||
Fair Value Disclosures | ||||||||||||||||
The accounting guidance regarding fair value disclosures defines fair value as the price that would be received for selling an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. | ||||||||||||||||
The Company determines the fair values of its financial instruments based on the fair value hierarchy established in accordance with ASC Topic 820 - Fair Value Measurements, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value: | ||||||||||||||||
• | 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 | |||||||||||||||
Estimated Fair Value of Financial Instruments Not Carried at Fair Value: | ||||||||||||||||
As of March 31, 2014 and December 31, 2013, the fair values of cash and cash equivalents, accounts payable and receivable approximated their carrying values because of the short-term nature of these assets or liabilities. The estimated fair value of the Company’s debt is based on cash flow models discounted at current market interest rates for similar instruments, which are based on Level 3 inputs. There were no transfers between fair value hierarchy levels during the three months ended March 31, 2014 and for the year ended December 31, 2013. | ||||||||||||||||
The following presents the carrying value and fair value of the Company’s financial instruments which are not carried at fair value (in thousands): | ||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Estimated Fair | Carrying | Estimated Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial liabilities: | ||||||||||||||||
Debt | $ | 34,454 | $ | 35,941 | $ | 30,950 | $ | 32,044 | ||||||||
Non-Financial Fair Value Measurements: | ||||||||||||||||
Non-financial assets and liabilities include items such as real estate inventories and long lived assets that are measured at fair value when acquired and resulting from impairment, if deemed necessary. There were no non-financial fair value measurements during the three months ended March 31, 2014 and for the year ended December 31, 2013, and no transfers between fair value hierarchy levels. |
Stock_Based_Compensation
Stock Based Compensation | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Stock-Based Compensation | ' | |||||||
Stock Based Compensation | ||||||||
The Company’s long-term incentive plan (“LTIP”) was adopted in July 2013 and provides for the grant of equity-based awards, including options to purchase shares of Class A common stock, Class A stock appreciation rights, Class A restricted stock, Class A restricted stock units and performance awards. The LTIP automatically expires on the tenth anniversary of its effective date. The Company’s board of directors may terminate or amend the LTIP at any time, subject to any stockholder approval required by applicable law, rule or regulation. | ||||||||
The number of shares of the Company’s Class A common stock authorized under the LTIP was 1,834,300 shares. To the extent that shares of the Company’s Class A common stock subject to an outstanding Option, stock appreciation right, stock award or performance award granted under the LTIP are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of the Company’s Class A common stock generally shall again be available under the LTIP, subject to certain exceptions. As of March 31, 2014, 1,179,552 shares were available for issuance under the LTIP. | ||||||||
On February 26, 2014, the Company granted an aggregate of 58,334 RSUs and 166,081 Options under the LTIP to certain of its executive employees. The RSUs and Options granted were subject to the following vesting schedule: a) 10% vest 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. No RSUs or stock options were vested or forfeited during the three month period ended March 31, 2014. | ||||||||
During the three months ended March 31, 2014, the Company recognized $1.0 million of stock based compensation expense, which was included in general and administrative expenses in the accompanying condensed consolidated statement of operations and other comprehensive loss. No stock based compensation awards were outstanding as of March 31, 2013, accordingly, no stock based compensation expense was recognized during the quarter in the prior year. | ||||||||
The following table summarizes the Options activity for the three months ended March 31, 2014: | ||||||||
Options Outstanding | ||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands)(1) | |||||
Outstanding at December 31, 2013 | — | — | — | — | ||||
Options granted | 166,081 | $ | 16.2 | 9.9 | — | |||
Options exercised | — | — | — | — | ||||
Options forfeited | — | — | — | — | ||||
Outstanding at March 31, 2014 | 166,081 | $ | 16.2 | 9.9 | — | |||
(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 March 31, 2014 was $15.06 per share. | ||||||||
The Company used the Black-Scholes option pricing model to determine the fair value of stock options. The assumptions used to estimate the fair value of Options during the three month period ended March 31, 2014 were as follows: | ||||||||
Expected term | 6.5 years | |||||||
Expected volatility % | 53.46 | % | ||||||
Risk free interest rate % | 1.81 | % | ||||||
Dividend yield % | — | % | ||||||
Options vested and exercisable as of March 31, 2014 were zero. | ||||||||
The following table summarizes the RSU activity for the three months ended March 31, 2014: | ||||||||
Shares | Weighted Average Grant Date Fair Value (per share) | |||||||
Non-vested at December 31, 2013 | 289,555 | $ | 15 | |||||
Granted | 58,334 | 16.2 | ||||||
Vested | — | — | ||||||
Forfeited | — | — | ||||||
Non-vested at March 31, 2014 | 347,889 | $ | 15.2 | |||||
Unrecognized compensation cost for RSUs and Options issued under the LTIP was $5.4 million (net of estimated forfeitures) as of March 31, 2014; approximately $4.2 million of the unrecognized compensation costs related to RSUs and $1.2 million related to stock options. The expense is expected to be recognized over 1.8 years for the RSUs and 3.9 years for the Options. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Lawsuits, claims and proceedings have been or may be instituted or asserted against the Company in the normal course of business, including actions brought on behalf of various classes of claimants. The Company is also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices and environmental protection. As a result, the Company is subject to periodic examinations or inquiries by agencies administering these laws and regulations. | ||||
The Company records a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. The accrual for these matters is based on facts and circumstances specific to each matter and the Company revises these estimates when necessary. | ||||
In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, the Company generally cannot predict their ultimate resolution, related timing or any eventual loss. If the evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, disclosure of the nature with an estimate of possible range of losses or a statement that such loss is not reasonably estimable is made. The Company is not involved in any material litigation nor, to the Company's knowledge, is any material litigation threatened against it. At March 31, 2014 and December 31, 2013, the Company did not have any accruals for asserted or unasserted matters. | ||||
The Company is evaluating the impact of recent regulatory action under the federal Endangered Species Act on a project that we are developing in Washington State. Recent regulatory action involving the listing of a certain species of gopher as “threatened” under the federal Endangered Species Act may adversely affect this project, for example by imposing new restrictions and requirements on our activities there and possibly delaying, halting or limiting, our development activities. However, an estimate of the amount of impact cannot be made as there is not enough information to do so due to the lack of clarity regarding any restrictions that may be imposed on our development activities or other remedial measures that we may be required to make. Accordingly, no liability has been recorded at March 31, 2014. The Company will continue to assess the impact of this regulatory action and will record any future liability as additional information becomes available. | ||||
The Company obtains surety bonds from third parties in the normal course of business to ensure completion of certain infrastructure improvements at its projects. The beneficiaries of the bonds are various municipalities. As of March 31, 2014 and December 31, 2013, the Company had outstanding surety bonds totaling $10.6 million and $10.3 million, respectively. In the event that any such surety bond issued by a third party is called because the required improvements are not completed, the Company could be obligated to reimburse the issuer of the bond. | ||||
The Company leases some of its offices under non-cancellable operating leases that expire at various dates through 2019. Future minimum payments under all operating leases for the years ending December 31 are as follows (in thousands): | ||||
2014 | $ | 659 | ||
2015 | 892 | |||
2016 | 667 | |||
2017 | 656 | |||
2018 | 645 | |||
Thereafter | 174 | |||
Total | $ | 3,693 | ||
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Segment Information | ' | ||||||||
Segment Information | |||||||||
The Company’s operations are organized into two reportable segments: homebuilding and land development. The Company’s homebuilding operations construct and sell single-family homes, primarily in California and Washington State. The homebuilding reportable segment includes real estate with similar economic characteristics, including similar historical and expected future long-term gross margin percentages, similar product types, production processes and methods of distribution. The land development reportable segment develops and sells lots, primarily in California, and includes real estate with similar economic characteristics, including similar historical and expected future long-term gross margin percentages, similar product types, production processes and methods of distribution. The reportable segments follow the same accounting policies as the condensed consolidated financial statements described in Note 1. Operating results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented. | |||||||||
Financial information relating to reportable segments was as follows (in thousands): | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
Assets | |||||||||
Homebuilding | $ | 146,571 | $ | 108,594 | |||||
Land development | 68,022 | 68,254 | |||||||
Corporate and other assets | 54,785 | 90,472 | |||||||
Total | $ | 269,378 | $ | 267,320 | |||||
Corporate and other assets primarily include cash and cash equivalents which are maintained centrally and used according to the cash flow requirements of each of the two segments. | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | |||||||||
Homebuilding | $ | 25,446 | $ | 4,333 | |||||
Land development | 174 | 7,470 | |||||||
Total | 25,620 | 11,803 | |||||||
Gross margin | |||||||||
Homebuilding | 4,646 | 873 | |||||||
Land development | 28 | 2,890 | |||||||
Total | 4,674 | 3,763 | |||||||
Sales and marketing | 2,556 | 1,132 | |||||||
General and administrative | 6,271 | 3,480 | |||||||
Other income | 73 | 39 | |||||||
Net loss | $ | (4,080 | ) | $ | (810 | ) | |||
The Company evaluates the performance of the operating segments based upon gross margin. “Gross margin” is defined as operating revenues (homebuilding and land development) less cost of sales (cost of construction and acquisition, interest, abandonment, impairment and other cost of sales related expenses). Corporate sales, general and administrative expense and other non-recurring gains or losses are reflected within overall corporate expenses as this constitutes the Company’s primary business objective supporting both segments; corporate expenses are not particularly identifiable to any one segment. There is no intersegment activity. |
Noncontrolling_Interest
Noncontrolling Interest | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Noncontrolling Interest [Abstract] | ' | |||
Noncontrolling Interest | ' | |||
Noncontrolling interest | ||||
Prior to the completion of the IPO and related transactions on July 23, 2013, UCP, LLC was a wholly owned subsidiary of PICO. Subsequent to the IPO and related transaction, as of the March 31, 2014, the Company holds a 42.5% economic interest in UCP, LLC and is its sole managing member; UCP, LLC is fully consolidated. In accordance with applicable accounting guidance, these transactions are accounted for at historical cost. As of March 31, 2014, the noncontrolling interest balance is $125.0 million as compared to $126.5 million as of December 31, 2013. | ||||
The carrying value and ending balance at March 31, 2014 of the noncontrolling interest was calculated as follows (in thousands): | ||||
Carrying value of noncontrolling interest at December 31, 2013 | $ | 126,462 | ||
Loss attributable to noncontrolling interest | (1,584 | ) | ||
Stock-based compensation related to noncontrolling interest | 427 | |||
Stock issuance related to noncontrolling interest | (354 | ) | ||
Ending balance of noncontrolling interest at March 31, 2014 | $ | 124,951 | ||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent events | ' |
Subsequent events | |
On April 10, 2014, the Company completed the acquisition of the assets of Citizens Homes, Inc.’s (“Citizens”), used in the purchase of real estate and the construction and marketing of residential homes in North Carolina, South Carolina and Tennessee, pursuant to a Purchase and Sale Agreement, dated March 25, 2014 between UCP, LLC and Citizens (the “Acquisition”). The total cash purchase price for the acquisition was approximately $15 million. In addition, Citizens is eligible to receive earnout payments from the Company of up to $6 million in the aggregate, based on performance over the next 5 years. In connection with the acquisition, certain key employees of Citizens joined the Company. | |
The Company acquired the assets of Citizens in order to position the Company to expand into markets located in North Carolina, South Carolina and Tennessee. Due to the limited time since the acquisition date, the initial accounting for the acquisition has not been completed. As a result the Company is unable to provide any disclosures of the amounts that will be recorded as of the acquisition date. The Company has expensed $0.5 million of acquisition related costs for legal, financial, accounting and due diligence services incurred through March 31, 2014. These costs are included in the general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts have been eliminated upon consolidation. | |
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2013, which are included in our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2014. The accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring entries) necessary for the fair presentation of the Company’s results for the interim periods presented. These consolidated and segment results are not necessarily indicative of the Company’s future performance. | |
The consolidated financial statements for the period prior to the completion of the Company’s IPO, which was completed on July 23, 2013, have been prepared on a stand-alone basis and have been derived from PICO’s consolidated financial statements and accounting records. These stand-alone financial statements have been prepared using the historical results of operations and assets and liabilities attributed to the Company’s operations. | |
As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, the Company intends to take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. These exemptions will apply until the last day of the fiscal year following the fifth anniversary of the completion of our IPO, although we may lose our status as an emerging growth company and the related exemptions earlier upon the occurrence of certain events. | |
Use of Estimates in Preparation of Financial Statements | ' |
Use of Estimates in Preparation of Financial Statements: | |
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses for each reporting period. The significant estimates made in the preparation of the Company’s condensed consolidated financial statements relate to the assessment of real estate impairments, warranty reserves, income taxes and contingent liabilities. While management believes that the carrying value of such assets and liabilities are appropriate as of March 31, 2014 and December 31, 2013, it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based | |
Segment Reporting | ' |
Segment Reporting: | |
The Company determined that its operations are organized into two reportable segments: homebuilding and land development. In accordance with the aggregation criteria defined in the applicable accounting guidance, the Company considered similar economic and other characteristics, including product types, average selling prices, gross margins, production processes, suppliers, subcontractors, regulatory environments, land acquisition results and underlying supply and demand in determining its reportable segments. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents: | |
Cash and cash equivalents include highly liquid instruments purchased with original maturities of three months or less | |
Capitalization of Interest | ' |
Capitalization of Interest: | |
The Company capitalizes interest to real estate inventories during the period of development. Interest capitalized as a cost of real estate inventories is included in cost of sales-homebuilding or cost of sales-land development as related homes or real estate are sold. To the extent the Company’s debt exceeds the cost of the related asset under development, the Company expenses that portion of the interest incurred. Qualifying assets include projects that are actively selling or under development. | |
Real Estate Inventories and Cost of Sales | ' |
Real Estate Inventories and Cost of Sales: | |
The Company capitalizes pre-acquisition costs, the purchase price of real estate, development costs and other allocated costs, including interest, during development and home construction. Pre-acquisition costs, including non-refundable land deposits, are expensed to cost of sales when the Company determines continuation of the related project is not probable. | |
Land, development and other common costs are typically allocated to real estate inventories using the relative-sales-value method. Direct home construction costs are recorded using the specific identification method. Cost of sales-homebuilding includes the allocation of construction costs of each home and all applicable land acquisition, real estate development, capitalized interest, and related common costs based upon the relative-sales-value of the home. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated on a relative-sales-value method to remaining homes in the community. Cost of sales-land development includes land acquisition and development costs, capitalized interest, impairment charges, abandonment charges for projects that are no longer economically viable, and real estate taxes. Abandonment charges during the three months ended March 31, 2014 and 2013, were $33,000 and $9,000, respectively, and are included in the accompanying condensed consolidated statement of operations and comprehensive loss for the respective period. These charges were related to the Company electing not to proceed with one or more acquisitions after due diligence. Inventory is stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written down to fair value. | |
All real estate inventories are classified as held until the Company commits to a plan to sell the real estate, the real estate can be sold in its present condition, is being actively marketed for sale, and it is probable that the real estate will be sold within the next twelve months. At March 31, 2014 and December 31, 2013, the Company had real estate inventories of $23.0 million and $8.6 million, respectively, classified as held for sale. | |
Impairment of Real Estate Inventories | ' |
Impairment of Real Estate Inventories: | |
The Company evaluates for an impairment loss when conditions exist where the carrying amount of real estate may not be fully recoverable. Indicators of impairment include, but are not limited to, significant decreases in local housing market values and selling prices of comparable homes, significant decreases in gross margins and sales absorption rates, costs in excess of budget, and actual or projected cash flow losses. If indicators of impairment are present, the Company prepares and analyzes undiscounted cash flows at the lowest level for which there is identifiable cash flows that are independent of the cash flows of other groups of assets. | |
When estimating undiscounted future cash flows of its real estate assets, the Company makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available on the market, pricing and incentives being offered by us or other builders in other communities, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs incurred to date and expected to be incurred, including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property. The Company did not have any real estate assets for which the estimated undiscounted future cash flows were not in excess of their carrying values. | |
If events or circumstances indicate that the carrying amount is impaired, such impairment will be measured based upon the difference between the carrying amount and the fair value of such assets determined using the estimated future discounted cash flows, excluding interest charges, generated from the use and ultimate disposition of the respective real estate inventories. Such losses, if any, are reported within cost of sales. No such losses were recorded during the three months ended March 31, 2014 and 2013. | |
Fixed Assets, Net | ' |
Fixed Assets, Net: | |
Fixed assets are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Computer software and hardware are depreciated over three years, office furniture and fixtures are depreciated over seven years, vehicles are depreciated over five years and leasehold improvements are depreciated over the shorter of their useful life or lease term and range from one to three years. Maintenance and repairs are charged to expense as incurred, while significant improvements are capitalized. Depreciation expense is included in general and administrative expenses, and gains or losses on the sale of fixed assets are included in other income in the accompanying condensed consolidated statement of operations and comprehensive loss. | |
Receivables | ' |
Receivables: | |
Receivables include amounts due from buyers for homes sold on the last day of the month and from utility companies for reimbursement of costs. At March 31, 2014 and December 31, 2013, the Company had no allowance for doubtful accounts recorded. | |
Homebuilding and Land Development Sales and Income Recognition | ' |
Homebuilding and Land Development Sales and Profit Recognition: | |
In accordance with Financial Accounting Standards Board (“FASB”) issued ASC Topic 360 - Property, Plant, and Equipment, revenue from home sales and other real estate sales are recorded and any profit is recognized when the respective sales are closed. Sales are closed when all conditions of escrow are met, title passes to the buyer, appropriate consideration is received and collection of associated receivables, if any, is reasonably assured and the Company has no continuing involvement with the sold asset. The Company does not offer financing to buyers. Sales price incentives are accounted for as a reduction of revenues when the sale is recorded. If the earnings process is not complete, the sale and any related profits are deferred for recognition in future periods. Any profit recorded is based on the calculation of cost of sales at the closing date, which is dependent on an allocation of costs. | |
Stock-Based Compensation | ' |
Stock-Based Compensation: | |
Stock | |
Warranty Reserves | ' |
Warranty Reserves: | |
Estimated future direct warranty costs are accrued and charged to cost of sales-homebuilding in the period in which the related homebuilding revenue is recognized. Amounts accrued are based upon estimates of the amount the Company expects to pay for warranty work. The Company assesses the adequacy of its warranty reserves on a quarterly basis and adjusts the amounts recorded, if necessary. Warranty reserves are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. | |
Consolidation of Variable Interest Entities | ' |
Consolidation of Variable Interest Entities: | |
The Company enters into purchase and option agreements for the purchase of real estate as part of the normal course of business. These purchase and option agreements enable the Company to acquire real estate at one or more future dates at pre-determined prices. The Company believes these acquisition structures reduce its financial risk associated with real estate acquisitions and holdings and allow the Company to better manage its cash position. | |
Based on the relevant accounting guidance, the Company concluded that when it enters into a purchase agreement to acquire real estate from an entity, a variable interest entity (“VIE”), may be created. The Company evaluates all option and purchase agreements for real estate to determine whether they are a VIE. The applicable accounting guidance requires that for each VIE, the Company assess whether it is the primary beneficiary and, if it is, consolidate the VIE in its condensed consolidated financial statements in accordance with ASC Topic 810 - Consolidations, and reflect such assets and liabilities as “Real estate inventories not owned.” | |
In order to determine if the Company is the primary beneficiary, it must first assess whether it has the ability to control the activities of the VIE that most significantly impact its economic performance. Such activities include, but are not limited to, the ability to determine the budget and scope of land development work, if any; the ability to control financing decisions for the VIE; the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with us; and the ability to change or amend the existing option contract with the VIE. If the Company is not determined to control such activities, the Company is not considered the primary beneficiary of the VIE. If the Company does have the ability to control such activities, the Company will continue its analysis by determining if it is also expected to absorb a potentially significant amount of the VIE’s losses or, if no party absorbs the majority of such losses, if the Company will benefit from a potentially significant amount of the VIE’s expected gains. | |
In substantially all cases, creditors of the entities with which the Company has option agreements have no recourse against the Company and the maximum exposure to loss on the applicable option or purchase agreements is limited to non-refundable option deposits and any capitalized pre-acquisition costs. Some of the Company’s option or purchase deposits may be refundable to the Company if certain contractual conditions are not performed by the party selling the lots. | |
Price Participation Interests | ' |
Price Participation Interests: | |
Certain land purchase contracts and other agreements include provisions for additional payments to the sellers. These additional payments are contingent on certain future outcomes, such as, selling homes above a certain preset price or achieving an internal rate of return above a certain preset level. These additional payments, if triggered, are accounted for as cost of sale, when they become due, however, they are neither fully determinable, nor due, until the transfer of title to the buyer is complete. Accordingly, no liability is recorded until the sale is complete. | |
Income Taxes | ' |
Income Taxes: | |
The Company’s provision for income tax expense includes federal and state income taxes currently payable and those deferred because of temporary differences between the income tax and financial reporting bases of the assets and liabilities. The liability method of accounting for income taxes also requires the Company to reflect the effect of a tax rate change on accumulated deferred income taxes in income in the period in which the change is enacted. | |
In assessing the realization of deferred income tax assets, the Company considered whether it is more likely than not that any deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible. If it is more likely than not that some or all of the deferred income tax assets will not be realized a valuation allowance is recorded. The Company considered many factors when assessing the likelihood of future realization of its deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future transactions, the carryforward periods available to the Company for tax reporting purposes, historical use of tax attributes, and availability of tax planning strategies. These assumptions require significant judgment about future events however, they are consistent with the plans and estimates the Company uses to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company considered three years of cumulative operating income or loss. | |
As a result of the analysis of all available evidence as of March 31, 2014 and December 31, 2013, the Company recorded a full valuation allowance on its net deferred tax assets. Consequently, the Company reported no income tax benefit for the three month period ended March 31, 2014 or for the comparable period in the prior year. If the Company’s assumptions change and the Company believes it will be able to realize these attributes, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recognized as a reduction of income tax expense. If the assumptions do not change, each period the Company could record an additional valuation allowance on any increases in the deferred tax assets. | |
The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. | |
Noncontrolling Interest | ' |
Noncontrolling Interest: | |
The Company reports the share of the results of operations that are attributable to other owners of its consolidated subsidiaries that are less than wholly-owned, as noncontrolling interest in the accompanying condensed consolidated financial statements. In the condensed consolidated statements of operations and comprehensive loss, the income or loss attributable to the noncontrolling interest is reported separately, and the accumulated income or loss attributable to the noncontrolling interest, along with any changes in ownership of the subsidiary, is reported as a component of total equity. | |
Recently Issued Accounting Standards | ' |
Recently Issued Accounting Standards: | |
In April 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update change the requirements for reporting discontinued operations. As a result of ASU 2014-08, a disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. Adoption of this guidance is not expected to have a | |
significant impact on the Company’s financial statements. |
Organization_Basis_of_Presenta2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Schedule of other assets | ' | |||||||
The detail of other assets is set forth below (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Customer deposits in escrow | $ | 527 | $ | 350 | ||||
Prepaid expenses | 787 | 441 | ||||||
Other deposits | 266 | 365 | ||||||
$ | 1,580 | $ | 1,156 | |||||
Schedule of warranty reserves | ' | |||||||
Changes in warranty reserves are detailed in the table set forth below (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Warranty reserves, beginning of period | $ | 608 | $ | 141 | ||||
Warranty reserves accrued | 130 | 487 | ||||||
Warranty expenditures | (44 | ) | (20 | ) | ||||
Warranty reserves, end of period | $ | 694 | $ | 608 | ||||
Loss_per_share_Tables
Loss per share (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Schedule of Basic and Diluted Earnings (Loss) Per Share | ' | |||||
Basic and diluted net loss per share of Class A common stock for the three months ended March 31, 2014 have been computed as follows (in thousands, except share and per share amounts): | ||||||
For the three month period ended March 31, 2014 | ||||||
(unaudited) | ||||||
Numerator | ||||||
Net loss attributable to stockholders of UCP, Inc. | $ | (2,496 | ) | |||
Denominator | ||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 7,820,351 | |||||
Net loss per share of Class A common stock - basic and diluted | $ | (0.32 | ) |
Real_Estate_Inventories_Tables
Real Estate Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Real Estate [Abstract] | ' | |||||||
Schedule of real estate inventory | ' | |||||||
Real estate inventories consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Deposits and pre-acquisition costs | $ | 3,614 | $ | 4,517 | ||||
Land held and land under development | 152,476 | 117,808 | ||||||
Homes completed or under construction | 50,196 | 46,639 | ||||||
Model homes | 8,307 | 7,884 | ||||||
$ | 214,593 | $ | 176,848 | |||||
Schedule of interest capitalization | ' | |||||||
Amounts capitalized to home inventory and land inventory were as follows (in thousands): | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Interest expense capitalized as cost of home inventory | $ | 348 | $ | 397 | ||||
Interest expense capitalized as cost of land inventory | 62 | 269 | ||||||
Total interest expense capitalized | 410 | 666 | ||||||
Previously capitalized interest expense included in cost of sales - homebuilding | (438 | ) | (62 | ) | ||||
Previously capitalized interest expense included in cost of sales - land development | 0 | (2 | ) | |||||
Net activity of capitalized interest | (28 | ) | 602 | |||||
Capitalized interest expense in beginning inventory | 6,338 | 4,620 | ||||||
Capitalized interest expense in ending inventory | $ | 6,310 | $ | 5,222 | ||||
Fixed_Assets_Net_Tables
Fixed Assets, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of fixed assets | ' | |||||||
Fixed assets consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Computer hardware and software | $ | 1,260 | $ | 1,118 | ||||
Office furniture, equipment and leasehold improvements | 387 | 337 | ||||||
Vehicles | 78 | 79 | ||||||
1,725 | 1,534 | |||||||
Accumulated depreciation | (593 | ) | (506 | ) | ||||
Fixed assets, net | $ | 1,132 | $ | 1,028 | ||||
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of accounts payable and accrued liabilities | ' | |||||||
Accounts payable and accrued liabilities consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Accrued expenses | $ | 16,924 | $ | 14,162 | ||||
Accounts payable | 2,388 | 2,118 | ||||||
Accrued payroll liabilities | 1,082 | 1,766 | ||||||
Warranty reserves (Note 1) | 694 | 608 | ||||||
$ | 21,088 | $ | 18,654 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of debt | ' | |||||||
Debt consisted of the following (in thousands): | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Acquisition Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94% to 4.19%, payments due through 2014 | $ | 1,387 | $ | 1,830 | ||||
Interest rate of 3.94%, payments due through 2015 | 1,247 | 1,591 | ||||||
Fixed Interest Rate: | ||||||||
Interest rate of 5%, payments due through 2014 | — | 425 | ||||||
Interest rate of 5%, payments due through 2015 | 3,443 | 5,048 | ||||||
Interest rate of 6.5%, payments due through 2036 | 545 | 548 | ||||||
Interest rate of 10%, payments due through 2017 | 1,604 | 1,604 | ||||||
Total acquisition debt | 8,226 | 11,046 | ||||||
Construction and Development Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94%, payments due through 2014 | 2,207 | 1,705 | ||||||
Interest rate of 3.94%, payments due through 2015 | 18,785 | 12,181 | ||||||
Interest rate of 5%, payments due through 2015 | 5,233 | 6,018 | ||||||
Interest rate of 3.94%, payments due through 2016 | 3 | — | ||||||
Total construction and development debt | 26,228 | 19,904 | ||||||
Total debt | $ | 34,454 | $ | 30,950 | ||||
Schedule of future minimum payments | ' | |||||||
2014 | $ | 3,593 | ||||||
2015 | 28,708 | |||||||
2016 | 3 | |||||||
2017 | 1,605 | |||||||
2018 | — | |||||||
Thereafter | 545 | |||||||
Total | $ | 34,454 | ||||||
Fair_Value_Disclosures_Tables
Fair Value Disclosures (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Schedule of financial instruments not carried at fair value | ' | |||||||||||||||
The following presents the carrying value and fair value of the Company’s financial instruments which are not carried at fair value (in thousands): | ||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Estimated Fair | Carrying | Estimated Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial liabilities: | ||||||||||||||||
Debt | $ | 34,454 | $ | 35,941 | $ | 30,950 | $ | 32,044 | ||||||||
Stock_Based_Compensation_Table
Stock Based Compensation - (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
Schedule of Valuation Assumptions | ' | |||||||
The Company used the Black-Scholes option pricing model to determine the fair value of stock options. The assumptions used to estimate the fair value of Options during the three month period ended March 31, 2014 were as follows: | ||||||||
Expected term | 6.5 years | |||||||
Expected volatility % | 53.46 | % | ||||||
Risk free interest rate % | 1.81 | % | ||||||
Dividend yield % | — | % | ||||||
Employee Stock Option [Member] | ' | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
Summary of share-based activity | ' | |||||||
The following table summarizes the Options activity for the three months ended March 31, 2014: | ||||||||
Options Outstanding | ||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands)(1) | |||||
Outstanding at December 31, 2013 | — | — | — | — | ||||
Options granted | 166,081 | $ | 16.2 | 9.9 | — | |||
Options exercised | — | — | — | — | ||||
Options forfeited | — | — | — | — | ||||
Outstanding at March 31, 2014 | 166,081 | $ | 16.2 | 9.9 | — | |||
(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 March 31, 2014 was $15.06 per share. | ||||||||
Restricted Stock Units (RSUs) [Member] | ' | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
Summary of share-based activity | ' | |||||||
The following table summarizes the RSU activity for the three months ended March 31, 2014: | ||||||||
Shares | Weighted Average Grant Date Fair Value (per share) | |||||||
Non-vested at December 31, 2013 | 289,555 | $ | 15 | |||||
Granted | 58,334 | 16.2 | ||||||
Vested | — | — | ||||||
Forfeited | — | — | ||||||
Non-vested at March 31, 2014 | 347,889 | $ | 15.2 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
2014 | $ | 659 | ||
2015 | 892 | |||
2016 | 667 | |||
2017 | 656 | |||
2018 | 645 | |||
Thereafter | 174 | |||
Total | $ | 3,693 | ||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Schedule of financial information relating to segments | ' | ||||||||
Financial information relating to reportable segments was as follows (in thousands): | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
Assets | |||||||||
Homebuilding | $ | 146,571 | $ | 108,594 | |||||
Land development | 68,022 | 68,254 | |||||||
Corporate and other assets | 54,785 | 90,472 | |||||||
Total | $ | 269,378 | $ | 267,320 | |||||
Corporate and other assets primarily include cash and cash equivalents which are maintained centrally and used according to the cash flow requirements of each of the two segments. | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Revenue | |||||||||
Homebuilding | $ | 25,446 | $ | 4,333 | |||||
Land development | 174 | 7,470 | |||||||
Total | 25,620 | 11,803 | |||||||
Gross margin | |||||||||
Homebuilding | 4,646 | 873 | |||||||
Land development | 28 | 2,890 | |||||||
Total | 4,674 | 3,763 | |||||||
Sales and marketing | 2,556 | 1,132 | |||||||
General and administrative | 6,271 | 3,480 | |||||||
Other income | 73 | 39 | |||||||
Net loss | $ | (4,080 | ) | $ | (810 | ) |
Noncontrolling_Interest_Tables
Noncontrolling Interest (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Noncontrolling Interest [Abstract] | ' | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | ' | |||
The carrying value and ending balance at March 31, 2014 of the noncontrolling interest was calculated as follows (in thousands): | ||||
Carrying value of noncontrolling interest at December 31, 2013 | $ | 126,462 | ||
Loss attributable to noncontrolling interest | (1,584 | ) | ||
Stock-based compensation related to noncontrolling interest | 427 | |||
Stock issuance related to noncontrolling interest | (354 | ) | ||
Ending balance of noncontrolling interest at March 31, 2014 | $ | 124,951 | ||
Organization_Basis_of_Presenta3
Organization, Basis of Presentation and Summary of Significant Accounting Policies - (Details) (USD $) | 3 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Jul. 23, 2013 | Jul. 23, 2013 | Jul. 23, 2013 | Mar. 31, 2014 | Jul. 23, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
segment | IPO [Member] | UCP LLC [Member] | Subsidiaries [Member] | Subsidiaries [Member] | UCP LLC [Member] | Computer hardware and software [Member] | Furniture and Fixtures [Member] | Vehicles [Member] | Minimum [Member] | Maximum [Member] | Real Estate [Member] | Real Estate [Member] | Common Class A [Member] | Common Class A [Member] | Common Class A [Member] | Common Class B [Member] | Common Class B [Member] | Member Units [Member] | Common Stock [Member] | Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | UCP LLC [Member] | |||
Leasehold Improvements [Member] | Leasehold Improvements [Member] | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] | ||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, par value (in dollars per share) | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' |
Economic interest held by common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash contributions from member | $0 | $10,443,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,443,000 | ' | ' | ' | ' | ' |
Repayments of member contributions | 0 | 1,716,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,716,000 | ' | ' | ' | ' | ' |
Reportable segments | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Abandonment of real estate inventories | 33,000 | 9,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,562 | 100 | ' | ' | 10,593,000 |
Share Price (in dollars per share) | $15.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 935,000 | 0 | ' |
Economic interest percentage | ' | ' | 57.50% | ' | 42.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | 57.50% | ' | ' | ' | ' | 57.50% | 57.50% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent exchangable shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,428,562 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $23,000,000 | $8,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed asset useful life | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '7 years | '5 years | '1 year | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | 166,081 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash payment from subsidiary for increases in tax basis | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash savings realized from increase in tax basis | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock exchange ratio | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage, for right to nominate two individuals for election to board of directors | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage, for right to nominate one individual for election to board of directors | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Organization_Basis_of_Presenta4
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Other Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Customer deposits in escrow | $527 | $350 |
Prepaid expenses | 787 | 441 |
Other Deposits | 266 | 365 |
Other assets | $1,580 | $1,156 |
Organization_Basis_of_Presenta5
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Warranty Reserves (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ' | ' |
Warranty reserves, beginning of period | $608 | $141 |
Warranty reserves accrued | 130 | 487 |
Warranty expenditures | -44 | -20 |
Warranty reserves, end of period | $694 | $608 |
Loss_per_share_Details
Loss per share - (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator | ' | ' |
Net loss attributable to stockholders of UCP, Inc. | ($2,496) | $0 |
Denominator | ' | ' |
Weighted average shares of Class A common stock outstanding - basic and diluted (in shares) | 7,820,351 | ' |
Net (loss) per share of Class A common stock - basic and diluted (usd per share) | ($0.32) | ' |
Common Class A [Member] | ' | ' |
Denominator | ' | ' |
Weighted average shares of Class A common stock outstanding - basic and diluted (in shares) | 7,820,351 | ' |
Real_Estate_Inventories_Real_E
Real Estate Inventories - Real Estate Inventory (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
lot | ||
Real Estate [Abstract] | ' | ' |
Deposits and pre-acquisition costs | $3,614,000 | $4,517,000 |
Land held and land under development | 152,476,000 | 117,808,000 |
Homes completed or under construction | 50,196,000 | 46,639,000 |
Model homes | 8,307,000 | 7,884,000 |
Total Inventory | 214,593,000 | 176,848,000 |
Deposits on land purchase contracts | 2,500,000 | ' |
Number of land purchase contracts | 3,656 | ' |
Aggregate land purchase contracts, net | $73,000,000 | ' |
Real_Estate_Inventories_Intere
Real Estate Inventories - Interest Capitalization (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Real Estate Inventory, Capitalized Interest Costs [Roll Forward] | ' | ' |
Interest expense capitalized as cost of home inventory | $348 | $397 |
Interest expense capitalized as cost of land inventory | 62 | 269 |
Total interest expense capitalized | 410 | 666 |
Previously capitalized interest expense included in cost of sales - homebuilding | -438 | -62 |
Previously capitalized interest expense included in cost of sales - land development | 0 | -2 |
Net activity of capitalized interest | -28 | 602 |
Capitalized interest expense in beginning inventory | 6,338 | 4,620 |
Capitalized interest expense in ending inventory | $6,310 | $5,222 |
Fixed_Assets_Net_Details
Fixed Assets, Net - (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Fixed assets, gross | $1,725 | ' | $1,534 |
Accumulated depreciation | -593 | ' | -506 |
Fixed assets, net | 1,132 | ' | 1,028 |
Depreciation | 87 | 51 | ' |
Computer hardware and software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Fixed assets, gross | 1,260 | ' | 1,118 |
Office furniture, equipment and leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Fixed assets, gross | 387 | ' | 337 |
Vehicles [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Fixed assets, gross | $78 | ' | $79 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities - (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Payables and Accruals [Abstract] | ' | ' | ' |
Accrued expenses | $16,924 | $14,162 | ' |
Accounts payable | 2,388 | 2,118 | ' |
Accrued payroll liabilities | 1,082 | 1,766 | ' |
Warranty reserves | 694 | 608 | 141 |
Total liabilities | $21,088 | $18,654 | ' |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Aggregate loan commitments | $69.80 | $56.40 |
Unused loan commitments | $35.30 | $25.40 |
Weighted average interest rate | 4.50% | 4.70% |
Debt_Long_Term_Debt_Details
Debt - Long Term Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Debt | $34,454 | $30,950 |
Acquisition Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 8,226 | 11,046 |
Acquisition Debt [Member] | Interest rate of 3.94% to 4.19%, payments due through 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 1,387 | 1,830 |
Acquisition Debt [Member] | Interest rates of 3.94%, payments due through 2015 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 3.94% | ' |
Debt | 1,247 | 1,591 |
Acquisition Debt [Member] | Interest rate of 5%, payments due through 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 5.00% | ' |
Debt | 0 | 425 |
Acquisition Debt [Member] | Interest rate of 5%, payments due through 2015 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 5.00% | ' |
Debt | 3,443 | 5,048 |
Acquisition Debt [Member] | Interest rate of 6.5%, payments due through 2036 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 6.50% | ' |
Debt | 545 | 548 |
Acquisition Debt [Member] | Interest rate of 10%, payments due through 2017 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 10.00% | ' |
Debt | 1,604 | 1,604 |
Construction Development Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 26,228 | 19,904 |
Construction Development Debt [Member] | Interest rate of 3.94% - payments due through 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 3.94% | ' |
Debt | 2,207 | 1,705 |
Construction Development Debt [Member] | Interest rates of 3.94%, payments due through 2015 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 3.94% | ' |
Debt | 18,785 | 12,181 |
Construction Development Debt [Member] | Interest rate of 5%, payments due through 2015 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 5.00% | ' |
Debt | 5,233 | 6,018 |
Construction Development Debt [Member] | Interest rate of 3.94%, payments due through 2016 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 3.94% | ' |
Debt | $3 | $0 |
Minimum [Member] | Acquisition Debt [Member] | Interest rate of 3.94% to 4.19%, payments due through 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 3.94% | ' |
Maximum [Member] | Acquisition Debt [Member] | Interest rate of 3.94% to 4.19%, payments due through 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 4.19% | ' |
Debt_Maturities_Details
Debt - Maturities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $3,593 | ' |
2015 | 28,708 | ' |
2016 | 3 | ' |
2017 | 1,605 | ' |
2018 | 0 | ' |
Thereafter | 545 | ' |
Total | $34,454 | $30,950 |
Fair_Value_Disclosures_Details
Fair Value Disclosures - (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Amount [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Debt | $34,454 | $30,950 |
Estimated Fair Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Debt | $35,941 | $32,044 |
Stock_Based_Compensation_Narra
Stock Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares available for grant | 1,179,552 | ' |
Options granted | 166,081 | ' |
Unrecognized compensation costs | $5,400,000 | ' |
General and Administrative Expense [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share based compensation | 1,000,000 | ' |
First anniversary [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Award vesting, percentage | 10.00% | ' |
Second anniversary [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Award vesting, percentage | 20.00% | ' |
Third anniversary [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Award vesting, percentage | 30.00% | ' |
Fourth anniversary [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Award vesting, percentage | 40.00% | ' |
Employee Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Unrecognized compensation costs | 1,200,000 | ' |
Unrecognized compensation costs, period for recognition | '3 years 10 months 24 days | ' |
Employee Stock Option [Member] | Common Class A [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares that may be issued (in shares) | 1,834,300 | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted | 58,334 | ' |
Share based compensation | 935,000 | 0 |
Unrecognized compensation costs | $4,200,000 | ' |
Unrecognized compensation costs, period for recognition | '1 year 9 months 18 days | ' |
Stock_Based_Compensation_Summa
Stock Based Compensation - Summary of share-based activity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Options Activity: | ' |
Beginning balance | 0 |
Options granted | 166,081 |
Options exercised | 0 |
Options forfeited | 0 |
Ending balance | 166,081 |
Options Weighted Average Exercise Price | ' |
Beginning balance weighted average exercise (usd per share) | $0 |
Options granted, weighted average exercise price (usd per share) | $16.20 |
Ending balance weighted average exercise (usd per share) | $16.20 |
Weighted Remaining Contractual Life | '9 years 10 months 24 days |
Share Price (in dollars per share) | $15.06 |
Restricted Stock Units (RSUs) [Member] | ' |
RSUs Shares Activity: | ' |
Beginning balance | 289,555 |
Granted | 58,334 |
Vested | 0 |
Forfeited | 0 |
Ending balance | 347,889 |
RSU's Weighted Average Grant Date Fair Value (usd per share) | ' |
Beginning of the period | $15 |
Granted | $16.20 |
Vested | $0 |
Forfeited | $0 |
End of the period | $15.20 |
Stock_Based_Compensation_Valua
Stock Based Compensation - Valuations Assumptions (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Expected term | '6 years 6 months |
Expected volatility % | 53.46% |
Risk free interest rate % | 1.81% |
Dividend yield % | 0.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - (Details) (Surety Bond [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Surety Bond [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Surety bonds | $10.60 | $10.30 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Payments, Operating Leases (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $659 |
2015 | 892 |
2016 | 667 |
2017 | 656 |
2018 | 645 |
Thereafter | 174 |
Total | $3,693 |
Segment_Information_Details
Segment Information - (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
segment | |||
Segment Reporting [Abstract] | ' | ' | ' |
Reportable segments | 2 | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | $269,378 | ' | $267,320 |
REVENUE: | ' | ' | ' |
Homebuilding | 25,446 | 4,333 | ' |
Land development | 174 | 7,470 | ' |
Total revenue | 25,620 | 11,803 | ' |
Gross Profit [Abstract] | ' | ' | ' |
Gross margin | -4,153 | -849 | ' |
General and administrative | 6,271 | 3,480 | ' |
Net loss before income taxes | -4,080 | -810 | ' |
Operating Segments [Member] | ' | ' | ' |
REVENUE: | ' | ' | ' |
Total revenue | 25,620 | 11,803 | ' |
Gross Profit [Abstract] | ' | ' | ' |
Gross margin | 4,674 | 3,763 | ' |
Corporate, Non-Segment [Member] | ' | ' | ' |
Gross Profit [Abstract] | ' | ' | ' |
General and administrative | 2,556 | 1,132 | ' |
Other income | 73 | 39 | ' |
Home Building [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | 146,571 | ' | 108,594 |
Home Building [Member] | Operating Segments [Member] | ' | ' | ' |
REVENUE: | ' | ' | ' |
Homebuilding | 25,446 | 4,333 | ' |
Gross Profit [Abstract] | ' | ' | ' |
Gross margin | 4,646 | 873 | ' |
Land Development [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | 68,022 | ' | 68,254 |
Land Development [Member] | Operating Segments [Member] | ' | ' | ' |
REVENUE: | ' | ' | ' |
Land development | 174 | 7,470 | ' |
Gross Profit [Abstract] | ' | ' | ' |
Gross margin | 28 | 2,890 | ' |
Corporate [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Assets | $54,785 | ' | $90,472 |
Noncontrolling_Interest_Detail
Noncontrolling Interest - (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Parent Company [Member] | Parent Company [Member] | |||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' |
Voting interest not controlled by parent | 42.50% | ' | ' | ' |
Initial carrying value of noncontrolling interest | ' | ' | $125,000,000 | $126,500,000 |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | ' | ' |
Noncontrolling interest, beginning balance | 126,462,000 | ' | ' | ' |
Net loss attributable to noncontrolling interest | -1,584,000 | -810,000 | -1,584,000 | ' |
Stock-based compensation related to noncontrolling interest | ' | ' | 427,000 | ' |
Stock issuance related to noncontrolling interest | -354,000 | ' | ' | ' |
Noncontrolling interest, ending balance | $124,951,000 | ' | $124,951,000 | ' |
Subsequent_Events_Details
Subsequent Events - (Details) (Citizen's Homes, Inc. [Member], USD $) | 3 Months Ended | 0 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 | Apr. 10, 2014 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Payments to acquire business | ' | $15 |
Eligible earnout payments | ' | 6 |
Earnout period | ' | '5 years |
Acquisition related costs | $0.50 | ' |