Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | |
Class A | Class B | ||
Entity Registrant Name | 'UCP, Inc. | ' | ' |
Entity Central Index Key | '0001572684 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 7,922,216 | 100 |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Cash and cash equivalents | $30,347 | $87,503 |
Restricted cash | 250 | 0 |
Real estate inventories | 263,437 | 176,848 |
Fixed assets, net | 1,504 | 1,028 |
Intangible assets, net | 609 | 0 |
Goodwill | 4,993 | 0 |
Receivables | 1,179 | 785 |
Other assets | 6,226 | 1,156 |
Total assets | 308,545 | 267,320 |
Liabilities and equity: | ' | ' |
Accounts payable and accrued liabilities | 33,655 | 18,654 |
Debt | 59,353 | 30,950 |
Total liabilities | 93,008 | 49,604 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholdersb Equity | ' | ' |
Preferred stock, $0.01 par value; 50,000,000 authorized, no shares issued and outstanding at September 30, 2014 and December 31, 2013 | 0 | 0 |
Additional paid-in capital | 93,841 | 93,117 |
Accumulated deficit | -4,924 | -1,941 |
Total UCP, Inc. stockholdersb equity | 88,996 | 91,254 |
Noncontrolling interest | 126,541 | 126,462 |
Total stockholdersb equity | 215,537 | 217,716 |
Total liabilities and equity | 308,545 | 267,320 |
Class A | ' | ' |
Stockholdersb Equity | ' | ' |
Common stock | 79 | 78 |
Class B | ' | ' |
Stockholdersb Equity | ' | ' |
Common stock | $0 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 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 |
Class A | ' | ' |
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 | 7,922,216 | 7,750,000 |
Common stock, shares outstanding | 7,922,216 | 7,750,000 |
Class B | ' | ' |
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 | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
REVENUE: | ' | ' | ' | ' |
Homebuilding | $35,086 | $21,369 | $110,542 | $46,609 |
Land development | 20,264 | 2,250 | 32,513 | 16,535 |
Other revenue | 400 | 0 | 1,918 | 0 |
Total revenue | 55,750 | 23,619 | 144,973 | 63,144 |
COSTS AND EXPENSES: | ' | ' | ' | ' |
Cost of sales - homebuilding | 29,845 | 16,558 | 91,721 | 36,500 |
Cost of sales - land development | 16,079 | 1,433 | 25,466 | 11,149 |
Cost of sales - other revenue | 352 | 0 | 1,681 | 0 |
Sales and marketing | 3,486 | 1,516 | 9,807 | 4,747 |
General and administrative | 6,737 | 4,503 | 19,917 | 13,310 |
Total costs and expenses | 56,499 | 24,010 | 148,592 | 65,706 |
Loss from operations | -749 | -391 | -3,619 | -2,562 |
Other income, net | 17 | 55 | 103 | 318 |
Net Loss before income taxes | -732 | -336 | -3,516 | -2,244 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | -732 | -336 | -3,516 | -2,244 |
Net loss attributable to noncontrolling interest | -66 | -321 | -533 | -2,229 |
Net loss attributable to stockholders of UCP, Inc. | -666 | -15 | -2,983 | -15 |
Other comprehensive loss, net of tax | 0 | 0 | 0 | 0 |
Comprehensive loss | -732 | -336 | -3,516 | -2,244 |
Comprehensive loss attributable to noncontrolling interest | -66 | -321 | -533 | -2,229 |
Comprehensive loss attributable to stockholders of UCP, Inc. | ($666) | ($15) | ($2,983) | ($15) |
Earnings Per Share, Basic and diluted ($ per share) | ($0.08) | $0 | ($0.38) | $0 |
Weighted Average Number of Shares Outstanding, Basic and Diluted (number of shares) | 7,900,553 | 7,750,000 | 7,852,763 | 7,750,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Equity Condensed Consolidated Statements of Equity (USD $) | Total | Class A | Class B | Members' equity | Members' equity | Common stock | Common stock | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Accumulated deficit | Noncontrolling interest | Noncontrolling interest |
In Thousands, except Share data, unless otherwise specified | Class B | Class A | Class B | Class A | Class B | Class B | |||||||
Beginning balance at Jul. 22, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($35) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($15) | ($20) | ' |
Ending balance at Sep. 30, 2013 | 218,529 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15 | 126,200 | ' |
Beginning balance at Dec. 31, 2012 | ' | ' | ' | 102,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A - issuance of common (in shares) | ' | ' | ' | ' | ' | 7,750,000 | 100 | ' | ' | ' | ' | ' | ' |
Class A - issuance of common stock | ' | 105,454 | 0 | ' | ' | 78 | ' | ' | 105,376 | ' | ' | ' | ' |
Net loss | -2,244 | ' | ' | -2,209 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Member contribution | ' | ' | ' | 37,512 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of member contributions | ' | ' | ' | -25,443 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation of Class B issuance to noncontrolling interest | ' | ' | 112,175 | ' | -112,175 | ' | ' | ' | ' | 47,394 | ' | ' | 64,781 |
Changes in ownership of noncontrolling interest | 0 | ' | ' | ' | ' | ' | ' | -60,899 | ' | ' | ' | 60,899 | ' |
Stock-based compensation expense | ' | 935 | ' | ' | ' | ' | ' | ' | 935 | ' | ' | ' | ' |
Adjustment of noncontrolling interest | 0 | ' | ' | ' | ' | ' | ' | -540 | ' | ' | ' | 540 | ' |
Ending balance at Sep. 30, 2013 | 218,529 | ' | ' | 0 | ' | 78 | 0 | 92,266 | ' | ' | ' | 126,200 | ' |
Ending shares of common stock outstanding at Sep. 30, 2013 | ' | ' | ' | ' | ' | 7,750,000 | 100 | ' | ' | ' | ' | ' | ' |
Beginning balance at Dec. 31, 2013 | 217,716 | ' | ' | 0 | ' | 78 | 0 | 93,117 | ' | ' | -1,941 | 126,462 | ' |
Beginning shares of common stock outstanding at Dec. 31, 2013 | ' | 7,750,000 | 100 | ' | ' | 7,750,000 | 100 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A - issuance of common (in shares) | ' | ' | ' | ' | ' | 172,216 | ' | ' | ' | ' | ' | ' | ' |
Class A - issuance of common stock | -1,619 | ' | ' | ' | ' | 1 | ' | -819 | ' | ' | ' | -801 | ' |
Stock-based compensation expense | 2,956 | ' | ' | ' | ' | ' | ' | 1,543 | ' | ' | ' | 1,413 | ' |
Net loss | -3,516 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,983 | -533 | ' |
Ending balance at Sep. 30, 2014 | $215,537 | ' | ' | $0 | ' | $79 | $0 | $93,841 | ' | ' | ($4,924) | $126,541 | ' |
Ending shares of common stock outstanding at Sep. 30, 2014 | ' | 7,922,216 | 100 | ' | ' | 7,922,216 | 100 | ' | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities: | ' | ' |
Net loss | ($3,516) | ($2,244) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock-based compensation | 2,956 | 935 |
Abandonment of real estate inventories | 173 | 12 |
Depreciation and amortization | 498 | 189 |
Changes in operating assets and liabilities: | ' | ' |
Real estate inventories | -72,789 | -32,113 |
Receivables | -332 | -126 |
Other assets | -4,435 | -676 |
Accounts payable and accrued liabilities | 8,749 | 7,022 |
Net cash used in operating activities | -68,696 | -27,001 |
Investing activities: | ' | ' |
Purchases of fixed assets | -788 | -525 |
Citizens acquisition | -14,006 | 0 |
Restricted cash | -250 | 0 |
Net cash used in investing activities | -15,044 | -525 |
Financing activities: | ' | ' |
Cash contributions from member | 0 | 37,512 |
Repayments of member contributions | 0 | -25,443 |
Proceeds from debt | 62,106 | 21,394 |
Repayment of debt | -33,703 | -18,713 |
Proceeds from IPO (net of offering costs) | 0 | 105,454 |
Debt issuance cost | -200 | 0 |
Repurchase of Class A common stock for settlement of employee withholding taxes | -1,619 | 0 |
Net cash provided by financing activities | 26,584 | 120,204 |
Net increase (decrease) in cash and cash equivalents | -57,156 | 92,678 |
Cash and cash equivalents b beginning of period | 87,503 | 10,324 |
Cash and cash equivalents b end of period | 30,347 | 103,002 |
Supplemental disclosure of cash flow information: | ' | ' |
Debt incurred to acquire real estate inventories | 0 | 13,153 |
Accrued offering and debt issuance costs | 450 | 0 |
Exercise of land purchase options acquired with acquisition of business | 141 | 0 |
Fair value of assets acquired from the acquisition of business | 20,258 | 0 |
Cash paid for the acquisition of business | 14,006 | 0 |
Contingent consideration and liabilities assumed from the acquisition of business | 6,252 | 0 |
Issuance of Class A common stock for vested restricted stock units | $3,999 | $0 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||||
Sep. 30, 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, Washington State, North Carolina, South Carolina, and Tennessee. | ||||||||||||||||
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 with 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. On April 10, 2014, the Company completed its acquisition of the assets of Citizens Homes, Inc. (“Citizens”), used in the purchase of real estate and the construction and marketing of residential homes in North Carolina, South Carolina and Tennessee (the “Citizens Acquisition”) in order to position the Company to expand its operations into markets located in North Carolina, South Carolina and Tennessee. | ||||||||||||||||
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 | ||||||||||||||||
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 has taken 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, valuation of assets and liabilities acquired, warranty reserves, income taxes and contingent liabilities. While management believes that the carrying value of such assets and liabilities are appropriate as of September 30, 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 September 30, 2014, PICO holds an economic and voting interest in our Company equal to approximately 57.2%. In connection with the IPO, the Company entered into the Exchange Agreement, Investor Rights Agreement, Tax Receivable Agreement and Transition Services Agreement 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. Prior to completion of 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. | ||||||||||||||||
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 and Restricted Cash: | ||||||||||||||||
Cash and cash equivalents include highly liquid instruments purchased with original maturities of three months or less. | ||||||||||||||||
Our cash items that are restricted as to withdrawal or usage include deposits of $250,000 and $0 as of September 30, 2014, and December 31, 2013, respectively. The balance as of September 30, 2014 was related to funds deposited with financial institutions as collateral for credit card agreements. | ||||||||||||||||
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. | ||||||||||||||||
There were no abandonment charges during the three months ended September 30, 2014 and 2013. During the nine months ended September 30, 2014 and 2013 the Company recorded abandonment charges of $173,000 and $12,000, respectively. Abandonment charges are included in cost of sales 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 land acquisitions after due diligence. Real estate inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case real estate inventories are 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 September 30, 2014 and December 31, 2013, the Company had real estate inventories of $31.1 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 and nine months ended September 30, 2014 and 2013. | ||||||||||||||||
Purchase Accounting | ||||||||||||||||
When acquiring a business, we allocate the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values. In making estimates of fair values for this purpose, we use a number of sources, including independent appraisals and information obtained about each asset during our pre-acquisition due diligence. | ||||||||||||||||
Goodwill and Other Intangible Assets: | ||||||||||||||||
The purchase price of an acquired company is allocated between the net tangible assets and intangible assets of the acquired business with the residual purchase price recorded as goodwill. The determination of the value of the assets acquired and liabilities assumed involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted average cost of capital. | ||||||||||||||||
Acquired intangible assets with determinable useful lives are amortized on a straight-line basis over the estimated remaining useful lives, ranging from six months to five years, or added to the value of the land when an option intangible is used to purchase the related land, or expensed in the period when the option is cancelled. Acquired intangible assets with contractual terms are generally amortized over their respective contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed for the intangible assets. Goodwill is not amortized, but is evaluated annually for impairment, or when indicators of a potential impairment are present. The annual evaluation for impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. As of September 30, 2014, acquired intangibles, including goodwill, relate to the Citizens Acquisition, which was completed on April 10, 2014. See Note 5 “Acquisition” for further discussion of intangible assets. | ||||||||||||||||
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 of homes sold on the last day of the month and from utility companies for reimbursement of costs. At September 30, 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): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Customer deposits in escrow | $ | 429 | $ | 350 | ||||||||||||
Prepaid expenses | 2,696 | 441 | ||||||||||||||
Other deposits | 595 | 365 | ||||||||||||||
Other | 2,506 | — | ||||||||||||||
$ | 6,226 | $ | 1,156 | |||||||||||||
Homebuilding, Land Development Sales and other revenues and Profit Recognition: | ||||||||||||||||
In accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“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. | ||||||||||||||||
In addition to homebuilding and land development, with the completion of the Citizens Acquisition, the Company now provides construction management services pursuant to which it builds homes on behalf of property owners.. Revenue from providing these services is included in other revenues. The property owners fund all project costs incurred by the Company to build the homes. The Company primarily enters into “cost plus fee” contracts where it charges property owners for all direct and indirect costs plus a negotiated management fee. The management fee is typically a fixed fee, based on a percentage of the cost or home sales revenue of the project, depending on the terms of the agreement with the property owners. In accordance with ASC Topic 605, Revenue Recognition, revenues from construction management services are recognized based upon a cost-to-cost approach in applying the percentage-of-completion method. Under this approach, revenue is earned in proportion to total costs incurred, divided by total costs expected to be incurred. The total estimated cost plus the management fee represents the total contract value. The Company recognizes revenue based on the actual costs incurred, plus the portion of the management fee it has earned to date. In the course of providing construction management services, the Company routinely subcontracts for services and incurs other direct costs on behalf of the property owners. These costs are included in the Company’s cost of revenue. | ||||||||||||||||
Stock-Based Compensation: | ||||||||||||||||
Stock-based compensation expense is measured at the grant date based on the fair value of the award adjusted for estimated forfeitures and is recognized as expense over the period in which the stock based compensation vests. | ||||||||||||||||
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. | ||||||||||||||||
A summary of changes in warranty reserves are detailed in the table set forth below (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Warranty reserves, beginning of period | $ | 1,024 | $ | 305 | $ | 608 | $ | 141 | ||||||||
Warranty reserves accrued | 275 | 155 | 766 | 325 | ||||||||||||
Warranty expenditures/ back charges | 11 | (8 | ) | (64 | ) | (14 | ) | |||||||||
Warranty reserves, end of period | $ | 1,310 | $ | 452 | $ | 1,310 | $ | 452 | ||||||||
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 September 30, 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 sales 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 basis of the Company’s 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 September 30, 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 or nine month period ended September 30, 2014 or for the comparable periods in 2013. 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 its results of operations that is 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 and nine months ended September 30, 2014, the noncontrolling interest reported in the condensed consolidated statement of operations and comprehensive loss includes PICO’s share of approximately 57.2% of the income (loss) related to UCP, LLC adjusted for $614,000 and $2.6 million respectively of general and administrative expenses that are attributable directly to UCP, Inc. activities and, accordingly, have been allocated to UCP, Inc. For the three and nine months ended September 30, 2013, the noncontrolling interest reported in the condensed consolidated statement of operations and comprehensive loss was 100% prior to the completion of the IPO and 57.7% of the loss related to UCP, LLC subsequent to the completion of the IPO.- see Note 12 - “Noncontrolling Interest”. | ||||||||||||||||
Recently Issued Accounting Standards: | ||||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (“ASU 2014-15”), which requires management to assess a company’s ability to continue as a going concern for each of its interim and annual reporting periods and to provide related footnote disclosures in certain circumstances. Disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern. Substantial doubt is deemed to exist when it is probable that the company will be unable to meet its obligations within one year from the financial statement issuance date. ASU 2014-15 is effective for the Company beginning December 15, 2016, and, at that time the Company will adopt the new standard and perform a formalized going concern analysis for each reporting period. Early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our condensed consolidated financial statements or disclosures. | ||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning November 1, 2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. We are currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. |
Loss_per_share
Loss per share | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Loss per share | ' | ||||||||
Loss per share | |||||||||
Basic loss per share of Class A common stock is computed by dividing net 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 loss per share because such inclusion would be anti-dilutive given the net loss attributable to UCP, Inc.’s Class A common stockholders for the three and nine months ended September 30, 2014. | |||||||||
Basic and diluted net loss per share of Class A common stock for the three and nine months ended September 30, 2014 has been computed as follows (in thousands, except share and per share amounts): | |||||||||
Three Months Ended September 30, 2014 | Nine Months Ended September 30, 2014 | ||||||||
Numerator | |||||||||
Net loss attributable to stockholders of UCP, Inc. | $ | (666 | ) | $ | (2,983 | ) | |||
Denominator | |||||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 7,900,553 | 7,852,763 | |||||||
Loss per share: | |||||||||
Net loss per share of Class A common stock - basic and diluted | $ | (0.08 | ) | $ | (0.38 | ) | |||
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 and nine months ended September 30, 2013. | |||||||||
Basic and diluted net loss per share of Class A common stock from IPO to September 30, 2013 have been computed as follows (in thousands, except share and per share amounts): | |||||||||
Numerator | IPO to September 30, 2013 | ||||||||
Net loss attributable to stockholders of UCP, Inc. | $ | (15 | ) | ||||||
Denominator | |||||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 7,750,000 | ||||||||
Net loss per share of Class A common stock - basic and diluted | $ | — | |||||||
Real_Estate_Inventories
Real Estate Inventories | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Real Estate [Abstract] | ' | |||||||||||||||
Real Estate Inventories | ' | |||||||||||||||
Real Estate Inventories | ||||||||||||||||
Real estate inventories consisted of the following (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Deposits and pre-acquisition costs | $ | 4,541 | $ | 4,517 | ||||||||||||
Land held and land under development | 165,588 | 117,808 | ||||||||||||||
Homes completed or under construction | 83,207 | 46,639 | ||||||||||||||
Model homes | 10,101 | 7,884 | ||||||||||||||
$ | 263,437 | $ | 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 September 30, 2014, the Company had made $3.7 million of deposits pertaining to land purchase contracts for 1,327 lots with an aggregate purchase price of approximately $92.9 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 September 30, 2014 and 2013 interest incurred was $701,000 and $791,000, respectively, and for the nine months ended September 30, 2014 and 2013 interest incurred was $1.6 million and $2.1 million, respectively. Interest was fully capitalized in each respective period. Amounts of interest expense capitalized to home inventory and land inventory were as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest expense capitalized as cost of home inventory | $ | 642 | $ | 662 | $ | 1,402 | $ | 1,549 | ||||||||
Interest expense capitalized as cost of land inventory | 59 | 129 | 176 | 532 | ||||||||||||
Total interest expense capitalized | 701 | 791 | 1,578 | 2,081 | ||||||||||||
Previously capitalized interest expense included in cost of sales - homebuilding | (550 | ) | (392 | ) | (2,023 | ) | (750 | ) | ||||||||
Previously capitalized interest expense included in cost of sales - land development | — | (2 | ) | (3 | ) | (9 | ) | |||||||||
Net activity of capitalized interest | 151 | 397 | (448 | ) | 1,322 | |||||||||||
Capitalized interest expense in beginning inventory | 5,739 | 5,545 | 6,338 | 4,620 | ||||||||||||
Capitalized interest expense in ending inventory | $ | 5,890 | $ | 5,942 | $ | 5,890 | $ | 5,942 | ||||||||
Fixed_Assets_Net
Fixed Assets, Net | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Fixed Assets, Net | ' | |||||||
Fixed Assets, Net | ||||||||
Fixed assets consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Computer hardware and software | $ | 1,615 | $ | 1,118 | ||||
Office furniture, equipment and leasehold improvements | 632 | 337 | ||||||
Vehicles | 78 | 79 | ||||||
2,325 | 1,534 | |||||||
Accumulated depreciation | (821 | ) | (506 | ) | ||||
Fixed assets, net | $ | 1,504 | $ | 1,028 | ||||
Depreciation expense for the three months ended September 30, 2014 and 2013 was $131,000 and $76,000, respectively, and for the nine months ended September 30, 2014 and 2013 was $315,000 and $189,000, respectively. Depreciation expense was recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Acquisition
Acquisition | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||
Acquisition | ' | |||||||||||||||||||
Acquisition | ||||||||||||||||||||
On April 10, 2014, the Company completed the acquisition of the assets and liabilities of Citizens Homes, Inc. (“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. Accordingly, the results of Citizens are included in the Company’s condensed consolidated financial statements from the date of the acquisition. For the three and nine months ended September 30, 2014, the revenues and net loss attributable to Citizens were $9.2 million and $204,000 and $19.4 million and $119,000, respectively. This net loss does not include any allocation of corporate costs. The Citizens Acquisition provides increased scale and presence in established markets with immediate revenue opportunities through an established backlog. Additional synergies are expected in the areas of purchasing leverage and integrating the best practices in operational effectiveness. | ||||||||||||||||||||
The Citizens Acquisition was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and assumed liabilities were recorded by the Company at their preliminary estimated fair values. The total purchase price of the assets acquired and assumed liabilities included; real estate inventory, architectural plans, deposits, trade name and land option intangibles, fixed assets, and accounts payable. The acquisition date estimated fair value of the consideration transferred totaled $18.7 million, which consisted of the following (in thousands): | ||||||||||||||||||||
Cash | $ | 14,006 | ||||||||||||||||||
Contingent consideration | 4,644 | |||||||||||||||||||
Total | $ | 18,650 | ||||||||||||||||||
The contingent consideration arrangement requires the Company to pay up to a maximum of $6.0 million of additional consideration based upon the newly acquired Citizens’ business achievement of various pre-tax net income performance milestones (“performance milestones”) over a five year period commencing on April 1, 2014. Payout calculations are made based on calendar year performance except for the 6th payout calculation which will be calculated based on the achievement of performance milestones from January 1, 2019 through March 25, 2019. Payouts are to be made on an annual basis. The potential undiscounted amount of all future payments that the Company could be required to make under the contingent consideration arrangement is between $0 and $6 million. The estimated fair value of the contingent consideration of $4.6 million was estimated based on applying the income approach and a weighted probability of achievement of the performance milestones. The estimated fair value of the contingent consideration was calculated by using a Monte Carlo simulation. The fair value of the contingent consideration was then estimated to be the arithmetic average of all simulation paths. The model was based on forecast adjusted net income over the contingent consideration period. The measurement is based on significant inputs that are not observable in the market, which ASC Topic 820 - Fair Value Measurements, refers to as Level 3 inputs. Key assumptions include: (1) forecasted adjusted net income over the contingent consideration period, (2) risk-adjusted discount rate reflecting the risk inherent in the forecasted adjusted net income, (3) risk-free interest rates, (4) volatility of adjusted net income, and (5) the Company’s credit spread. The risk adjusted discount rate for adjusted net income was 15.7% plus the applicable risk-free rate resulting in a combined discount rate ranging from 15.8% to 17% over the contingent consideration period. The Company’s volatility rate of 28.2% and a credit spread of 3.11% were applied to forecast adjusted net income over the contingent consideration period. | ||||||||||||||||||||
The following table summarizes the calculation of the preliminary estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||||||||||||||
Assets acquired | ||||||||||||||||||||
Accounts receivable | $ | 62 | ||||||||||||||||||
Prepaids and other current assets | 409 | |||||||||||||||||||
Real estate inventories | 13,832 | |||||||||||||||||||
Deposits | 26 | |||||||||||||||||||
Fixed assets | 3 | |||||||||||||||||||
Architectural plans | 170 | |||||||||||||||||||
Trademark/Trade name | 180 | |||||||||||||||||||
Land options | 583 | |||||||||||||||||||
Total assets acquired | $ | 15,265 | ||||||||||||||||||
Liabilities assumed | ||||||||||||||||||||
Customer deposits | $ | (27 | ) | |||||||||||||||||
Deferred revenue | (111 | ) | ||||||||||||||||||
Accounts payable | (1,470 | ) | ||||||||||||||||||
Total liabilities assumed | (1,608 | ) | ||||||||||||||||||
Total net identifiable assets acquired | 13,657 | |||||||||||||||||||
Goodwill | 4,993 | |||||||||||||||||||
Total estimated fair value | $ | 18,650 | ||||||||||||||||||
The acquired assets and assumed liabilities were recorded by the Company at their initial estimated fair values. The Company estimated fair values with the assistance of preliminary appraisals or valuations performed by independent third party specialists, discounted cash flow analysis, and other estimates made by management. To the extent the consideration transferred exceeded the fair value of net assets acquired; such excess was assigned to goodwill. | ||||||||||||||||||||
Accounts receivables, other assets, fixed assets and accounts payable, and accrued and other liabilities were generally stated at historical carrying values given the short-term nature of these assets and liabilities in accordance with ASC 805. | ||||||||||||||||||||
The Company determined the fair value of real estate inventory on a lot-by-lot basis primarily using a combination of market comparable land transactions, where available, and discounted cash flow models. These estimated cash flows are significantly impacted by estimates related to expected average home selling prices and sales incentives, expected sales pace and cancellation rates, expected land development and construction timelines, and anticipated land development, construction, and overhead costs. | ||||||||||||||||||||
The following table outlines the key assumptions used to determine the fair value of real estate inventory. | ||||||||||||||||||||
Real Estate Inventories - Methodology and Significant Input Assumptions | ||||||||||||||||||||
Method | Home comparable sales and discounted cash flow models | |||||||||||||||||||
Home comparable range of base price per square foot | $ 77- $118 per square foot | |||||||||||||||||||
Average discount rate applied | 15% | |||||||||||||||||||
Range of builder profit margin | 18%-24% | |||||||||||||||||||
Builder profit margin applied | 20% | |||||||||||||||||||
The fair values for acquired intangible assets were estimated based on preliminary valuations performed by independent valuation specialists. The $170,000 of intangible architectural plan assets will generally be amortized over five years and the $180,000 of trademark and trade name intangibles will be amortized over a six month period. The $583,000 of land option intangibles will be added to the value of the land when the option is used to purchase the related land. A land option intangible if cancelled will be expensed in the period in which such option is cancelled. | ||||||||||||||||||||
As of the acquisition date, goodwill largely consisted of the expected economic value attributable to the assembled workforce relating to the Citizens Acquisition as well as estimated economic value attributable to expected synergies resulting from the acquisition. | ||||||||||||||||||||
The Company has presented its preliminary estimates of the fair values of the assets acquired and liabilities assumed in the Citizens Acquisition as of September 30, 2014. The Company is in the process of finalizing its review and evaluation of the appraisal and related valuation assumptions supporting its fair value estimates for all of the assets acquired and liabilities assumed in the Citizens Acquisition and, therefore, the estimates used herein are subject to change. This may result in adjustments to the values presented above for assets and liabilities and a corresponding adjustment to goodwill. As such, the Company has not completed the assignment of goodwill to reporting units or its determination of the amount of goodwill that is expected to be deductible for tax purposes at this time. | ||||||||||||||||||||
Acquisition related costs directly related to the Citizens Acquisition, totaled approximately $138,000 and $778,000 for the three and nine months ended September 30, 2014, respectively, are included in the condensed consolidated statements of operations and comprehensive loss within general and administrative expenses. Such costs were expensed in the period incurred. | ||||||||||||||||||||
Three former employees of Citizens who are now employees of the Company have minority interests in land and general contracting operations that are either under option or contract with Citizens which were disclosed, and approved by the Company as part of the Citizens Acquisition. | ||||||||||||||||||||
Pro Forma Financial Information | ||||||||||||||||||||
The pro forma financial information in the table below summarizes the results of operations of the Company as though the Citizens Acquisition was completed as of January 1, 2013. The pro forma financial information for all periods presented includes additional amortization charges from acquired intangible assets (certain of which are preliminary). The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the Company may achieve as a result of the acquisition, the costs to integrate the operations of the assets acquired in the Citizens Acquisition, or the expenditures necessary to achieve these cost savings, operating synergies and revenue enhancements. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired real estate inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts. | ||||||||||||||||||||
The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition was completed as of January 1, 2013, or indicative of the results that will be attained in the future. | ||||||||||||||||||||
(In thousands, except shares and per share data) | Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||
Total revenues | $ | 55,750 | $ | 32,479 | $ | 155,575 | $ | 87,595 | ||||||||||||
Comprehensive loss | (585 | ) | (480 | ) | (3,051 | ) | (3,449 | ) | ||||||||||||
Comprehensive loss attributable to stockholders of UCP, Inc. | (603 | ) | (76 | ) | (2,750 | ) | (76 | ) | ||||||||||||
Net loss per share - basic and diluted | $ | (0.08 | ) | $ | (0.01 | ) | $ | (0.35 | ) | $ | (0.01 | ) | ||||||||
Pro forma earnings for the three and nine month periods ended September 30, 2014, were adjusted to exclude approximately $138,000 and $778,000 of acquisition-related costs incurred in the three and nine month periods ended September 30, 2014, respectively. | ||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Other purchased intangible assets consisted of the following (in thousands): | ||||||||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization(Use) | Net Carrying Value | Gross Carrying Amount | Accumulated Amortization (Use) | Net Carrying Value | |||||||||||||||
Architectural plans | $ | 170 | $ | (17 | ) | $ | 153 | $ | — | $ | — | $ | — | |||||||
Land option | 583 | (141 | ) | 442 | — | — | — | |||||||||||||
Trademarks and trade names | 180 | (166 | ) | 14 | — | — | — | |||||||||||||
$ | 933 | $ | (324 | ) | $ | 609 | $ | — | $ | — | $ | — | ||||||||
Amortization expense for the three months ended September 30, 2014 and 2013 related to the architectural plans and trademarks and trade names intangibles was $99,000 and $0, respectively, and for the nine months ended September 30, 2014 and 2013 was $183,000 and $0, respectively. The weighted average amortization period related to the architectural plans and trademarks and trade name intangibles is approximately 2.7 years. Amortization expense is recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Additionally, $141,000 and $0 land options were used to purchase land and were capitalized during the nine months ended September 30, 2014 and 2013, respectively. Future estimated amortization expense related to the architectural plans and trademarks and trade names intangibles over the next five years is as follows (in thousands): | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
Remainder 2014 | $ | 24 | ||||||||||||||||||
2015 | 34 | |||||||||||||||||||
2016 | 34 | |||||||||||||||||||
2017 | 34 | |||||||||||||||||||
2018 | 34 | |||||||||||||||||||
2019 | 8 | |||||||||||||||||||
Total | $ | 168 | ||||||||||||||||||
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 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): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accrued expenses | $ | 19,983 | $ | 14,162 | ||||
Contingent consideration for acquisition | 4,644 | — | ||||||
Accounts payable | 6,584 | 2,118 | ||||||
Accrued payroll liabilities | 1,134 | 1,766 | ||||||
Warranty reserves (Note 1) | 1,310 | 608 | ||||||
$ | 33,655 | $ | 18,654 | |||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 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 September 30, 2014 and December 31, 2013, the lenders have not requested, and the Company has not obtained, any such appraisals. As of September 30, 2014 and December 31, 2013, the Company had approximately $127.5 million and $56.4 million of aggregate loan commitments and approximately $67.3 million and $25.4 million of unused loan commitments respectively. At September 30, 2014 and December 31, 2013, the weighted average interest rate on the Company’s outstanding debt was 4.3% and 4.7%, respectively. Interest rates charged under variable rate debt are based on a prime rate index plus 1.75%, the greater of a prime rate index plus 0.25% or 5.0%, LIBOR plus 3.0% to 4.0%, or the greater of 5.5% or LIBOR plus 3.75%. | ||||||||
Debt consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Acquisition Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94% to 4.19%, payments due through 2014 | $ | 1,310 | $ | 1,830 | ||||
Interest rates of 3.94%, payments due through 2015 | 430 | 1,591 | ||||||
Fixed Interest Rate: | ||||||||
Interest rate of 5%, payments due through 2014 | — | 425 | ||||||
Interest rate of 5%, payments due through 2015 | 1,962 | 5,048 | ||||||
Interest rate of 6.5%, payments due through 2036 | — | 548 | ||||||
Interest rate of 10%, payments due through 2014 | — | 1,604 | ||||||
Interest rate of 10%, payments due through 2017 | 1,604 | — | ||||||
Total acquisition debt | 5,306 | 11,046 | ||||||
Construction and Development Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94%, payments due through 2014 | 1,239 | 1,705 | ||||||
Interest rates of 3.94%, payments due through 2015 | 21,262 | 12,181 | ||||||
Interest rates of 3.94%, payments due through 2016 | 24,604 | |||||||
Interest rate of 5%, payments due through 2015 | 4,852 | 6,018 | ||||||
Interest rate of 3.19%, payments due through 2016 | 769 | — | ||||||
Interest rate of 5.5%, payments due through 2016 | 1,321 | — | ||||||
Total construction and development debt | 54,047 | 19,904 | ||||||
Total debt | $ | 59,353 | $ | 30,950 | ||||
At September 30, 2014, principal maturities of loans payable for the years ending December 31 are as follows (in thousands): | ||||||||
2014 | $ | 2,550 | ||||||
2015 | 28,506 | |||||||
2016 | 26,693 | |||||||
2017 | 1,604 | |||||||
2018 and thereafter | — | |||||||
Total | $ | 59,353 | ||||||
Fair_Value_Disclosures
Fair Value Disclosures | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Disclosures | ' | |||||||||||||||
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 September 30, 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 and 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 nine months ended September 30, 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): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Estimated Fair | Carrying | Estimated Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial liabilities: | ||||||||||||||||
Debt | $ | 59,353 | $ | 61,873 | $ | 30,950 | $ | 32,044 | ||||||||
Estimated Fair Value of Contingent Consideration: | ||||||||||||||||
The contingent consideration arrangement relating to Citizens Acquisition requires the Company to pay up to a maximum of $6 million of additional consideration based on achievement of performance milestones over a five year period. The estimated fair value of the contingent consideration of $4.6 million was estimated based on applying the income approach and a weighted probability of achieving the performance milestones. | ||||||||||||||||
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. Other than the acquisition related fair-value measurements, there were no non-financial fair value measurements during the nine months ended September 30, 2014 and for the year ended December 31, 2013, and no transfers between fair value hierarchy levels. |
Stock_Based_Compensation
Stock Based Compensation | 9 Months Ended | |||||||
Sep. 30, 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 September 30, 2014, 1,288,663 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. In April 2014, 8,227 RSUs were issued to certain directors of the Company and will vest on the first anniversary of the grant date. 148,778 RSUs and zero Options vested during the three and nine months ended September 30, 2014. No RSUs or Options were forfeited during the three and nine months ended September 30, 2014. | ||||||||
During the three and nine months ended September 30, 2014, the Company recognized approximately $805,000 and $3 million of stock based compensation expense respectively, which was included in general and administrative expenses in the accompanying condensed consolidated statement of operations and other comprehensive loss. During the three and nine months ended September 30, 2013, the Company recognized $935,000 of stock based compensation expense, which was included in General and Administrative expense in the accompanying condensed consolidated statement of operations and other comprehensive loss. | ||||||||
The following table summarizes the Options activity for the nine months ended September 30, 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 | 9.4 | — | |||
Options exercised | — | — | — | — | ||||
Options forfeited | — | — | — | — | ||||
Outstanding at September 30, 2014 | 166,081 | $ | 16.2 | 9.4 | — | |||
(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 September 30, 2014 was $11.95 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 granted during the first quarter ended March 31, 2014 were as follows: | ||||||||
Expected term | 6.5 years | |||||||
Expected volatility % | 53.46 | % | ||||||
Risk free interest rate % | 1.81 | % | ||||||
Dividend yield % | — | % | ||||||
No Options were granted during the three months ended September 30, 2014. Options vested and exercisable as of September 30, 2014 were zero. | ||||||||
The following table summarizes the non-vested RSU activity for the nine months ended September 30, 2014: | ||||||||
Shares | Weighted Average Grant Date Fair Value (per share) | |||||||
Non-vested RSUs at December 31, 2013 | 289,555 | $ | 15 | |||||
Granted | 66,561 | 16 | ||||||
Vested | (148,778 | ) | — | |||||
Forfeited | — | — | ||||||
Non-vested RSUs at September 30, 2014 | 207,338 | $ | 15.32 | |||||
Unrecognized compensation cost for RSUs and Options issued under the LTIP was $3.6 million (net of estimated forfeitures) as of September 30, 2014. Approximately $2.5 million of the unrecognized compensation costs are related to RSUs and $1.1 million are related to Options. The expense is expected to be recognized over a weighted average period of 1.6 years for the RSUs and 3.4 years for the Options. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||
Sep. 30, 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, home 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 September 30, 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 it is 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 take. Accordingly, no liability has been recorded at September 30, 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 September 30, 2014 and December 31, 2013, the Company had outstanding surety bonds totaling $36.1 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 2020. Future minimum payments under all operating leases for the years ending December 31 are as follows (in thousands): | ||||
2014 | $ | 329 | ||
2015 | 1,118 | |||
2016 | 948 | |||
2017 | 927 | |||
2018 | 830 | |||
Thereafter | 527 | |||
Total | $ | 4,679 | ||
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 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, in California, Washington State, North Carolina, South Carolina and Tennessee. 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): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Assets | ||||||||||||||||
Homebuilding | $ | 210,206 | $ | 108,594 | ||||||||||||
Land development | 53,231 | 68,254 | ||||||||||||||
Corporate and other assets | 45,108 | 90,472 | ||||||||||||||
Total | $ | 308,545 | $ | 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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | ||||||||||||||||
Homebuilding | $ | 35,086 | $ | 21,369 | $ | 110,542 | $ | 46,609 | ||||||||
Land development | 20,264 | 2,250 | 32,513 | 16,535 | ||||||||||||
Non segment | 400 | — | 1,918 | — | ||||||||||||
Total | 55,750 | 23,619 | 144,973 | 63,144 | ||||||||||||
Gross margin | ||||||||||||||||
Homebuilding | 5,241 | 4,811 | 18,821 | 10,109 | ||||||||||||
Land development | 4,185 | 817 | 7,047 | 5,386 | ||||||||||||
Non segment | 48 | — | 237 | — | ||||||||||||
Total | 9,474 | 5,628 | 26,105 | 15,495 | ||||||||||||
Sales and marketing | 3,486 | 1,516 | 9,807 | 4,747 | ||||||||||||
General and administrative | 6,737 | 4,503 | 19,917 | 13,310 | ||||||||||||
Other income | 17 | 55 | 103 | 318 | ||||||||||||
Net loss before income taxes | $ | (732 | ) | $ | (336 | ) | $ | (3,516 | ) | $ | (2,244 | ) | ||||
Non segment revenue and gross margin is related to construction management services provided by the Company and is not attributable to the operations of homebuilding and land development segments. | ||||||||||||||||
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 | 9 Months Ended | |||
Sep. 30, 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 September 30, 2014, the Company holds approximately 42.8% economic interest in UCP, LLC and is its sole managing member. In accordance with applicable accounting guidance, these transactions are accounted for at historical cost. As of September 30, 2014, the noncontrolling interest balance was $126.5 million as compared to $126.5 million as of December 31, 2013. | ||||
The carrying value and ending balance of the noncontrolling interest at September 30, 2014 was calculated as follows (in thousands): | ||||
Carrying value of noncontrolling interest at December 31, 2013 | $ | 126,462 | ||
Loss attributable to noncontrolling interest | (533 | ) | ||
Stock-based compensation related to noncontrolling interest | 1,413 | |||
Stock issuance related to noncontrolling interest | (801 | ) | ||
Ending balance of noncontrolling interest at September 30, 2014 | $ | 126,541 | ||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent events | ' |
Subsequent events | |
On October 21, 2014, the Company completed the private offering of $75 million in aggregate principal amount of 8.5% Senior Notes due 2017 (the “Notes”). The net proceeds from the offering were approximately $72.5 million, after paying the initial purchaser’s discount and other estimated offering expenses. The net proceeds from the offering will be used for general corporate purposes, including to provide financing for the construction of homes, acquisition of entitled land, development of lots and working capital. | |
The Notes were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction. Unless they are registered, the Notes may be offered and resold only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The Notes were issued under an Indenture, dated as of October 21, 2014 (the “Indenture”), by and among the Company, the guarantors named therein, and Wilmington Trust, National Association, as trustee. | |
The Company will pay 8.5% interest per annum on the principal amount of the Notes, payable March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2014. Interest will accrue on the Notes from October 21, 2014, and the first interest payment date will be December 31, 2014. The Notes will mature on October 21, 2017, unless earlier redeemed or repurchased. | |
The Notes are guaranteed on an unsecured senior basis by each of the Company’s subsidiaries (the “Subsidiary Guarantors”). The Notes and the guarantees will be the Company’s and the Subsidiary Guarantors’ senior unsecured obligations and will rank equally in right of payment with all of the Company’s and the Subsidiary Guarantors’ existing and future senior unsecured debt and senior in right of payment to all of the Company’s and the Subsidiary Guarantors’ future subordinated debt. The Notes and the guarantees will be effectively subordinated to any of the Company’s and the Subsidiary Guarantors’ existing and future secured debt, to the extent of the value of the assets securing such debt. | |
The Company may redeem the Notes, in whole but not in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest, plus a “make-whole” premium. Upon the occurrence of a change of control, the Company must offer to repurchase the Notes for cash at a price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. Under the Indenture, a “change of control” generally means (i) any person or group of related persons acquires more than 35% of the voting stock of the Company or (ii) the Company transfers all or substantially all of its consolidated assets to any person or group of related persons, in each case other than PICO Holdings, Inc. and its affiliates. | |
The Indenture provides for customary “events of default” which could cause, or permit, the acceleration of the Notes. Such events of default include (i) a default in any payment of principal or interest; (ii) failure to comply with certain covenants contained in the Indenture; (iii) defaults in failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity; (iv) the failure to pay certain final judgments; and (vi) certain events of bankruptcy or insolvency. | |
The Indenture limits the Company’s and its subsidiaries’ ability to, among other things, incur or guarantee additional unsecured and secured indebtedness (provided that the Company may incur indebtedness so long as the Company’s ratio of indebtedness to consolidated tangible assets (on a pro forma basis) would be equal to or less than 45% and provided that the aggregate amount of secured debt may not exceed the greater of $75 million or 30% of the Company’s consolidated tangible assets); pay dividends and make certain investments and other restricted payments; acquire unimproved real property in excess of $75 million per fiscal year or in excess of $150 million over the term of the Notes, except to the extent funded with subordinated obligations or the proceeds of equity issuances; create or incur certain liens; transfer or sell certain assets; and merge or consolidate with other companies or transfer or sell all or substantially all of the Company’s consolidated assets. Additionally, the Indenture requires the Company to maintain at least $50 million of consolidated tangible assets not subject to liens securing indebtedness; maintain a minimum net worth of $175 million; maintain a minimum of $15 million of unrestricted cash and/or cash equivalents; and not permit decreases in the amount of consolidated tangible assets by more than $25 million in any fiscal year or more than $50 million at any time after the issuance of the Notes. |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 has taken 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, valuation of assets and liabilities acquired, warranty reserves, income taxes and contingent liabilities. While management believes that the carrying value of such assets and liabilities are appropriate as of September 30, 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 and Restricted Cash: | |
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. | |
There were no abandonment charges during the three months ended September 30, 2014 and 2013. During the nine months ended September 30, 2014 and 2013 the Company recorded abandonment charges of $173,000 and $12,000, respectively. Abandonment charges are included in cost of sales 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 land acquisitions after due diligence. Real estate inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case real estate inventories are 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. | |
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. | |
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 of homes sold on the last day of the month and from utility companies for reimbursement of costs. | |
Homebuilding and Land Development Sales and Income Recognition | ' |
Homebuilding, Land Development Sales and other revenues and Profit Recognition: | |
In accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“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. | |
In addition to homebuilding and land development, with the completion of the Citizens Acquisition, the Company now provides construction management services pursuant to which it builds homes on behalf of property owners.. Revenue from providing these services is included in other revenues. The property owners fund all project costs incurred by the Company to build the homes. The Company primarily enters into “cost plus fee” contracts where it charges property owners for all direct and indirect costs plus a negotiated management fee. The management fee is typically a fixed fee, based on a percentage of the cost or home sales revenue of the project, depending on the terms of the agreement with the property owners. In accordance with ASC Topic 605, Revenue Recognition, revenues from construction management services are recognized based upon a cost-to-cost approach in applying the percentage-of-completion method. Under this approach, revenue is earned in proportion to total costs incurred, divided by total costs expected to be incurred. The total estimated cost plus the management fee represents the total contract value. The Company recognizes revenue based on the actual costs incurred, plus the portion of the management fee it has earned to date. In the course of providing construction management services, the Company routinely subcontracts for services and incurs other direct costs on behalf of the property owners. These costs are included in the Company’s cost of revenue. | |
Stock-Based Compensation | ' |
Stock-Based Compensation: | |
Stock-based compensation expense is measured at the grant date based on the fair value of the award adjusted for estimated forfeitures and is recognized as expense over the period in which the stock based compensation vests. | |
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 sales 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 basis of the Company’s 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 September 30, 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 or nine month period ended September 30, 2014 or for the comparable periods in 2013. 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 its results of operations that is 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 August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (“ASU 2014-15”), which requires management to assess a company’s ability to continue as a going concern for each of its interim and annual reporting periods and to provide related footnote disclosures in certain circumstances. Disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern. Substantial doubt is deemed to exist when it is probable that the company will be unable to meet its obligations within one year from the financial statement issuance date. ASU 2014-15 is effective for the Company beginning December 15, 2016, and, at that time the Company will adopt the new standard and perform a formalized going concern analysis for each reporting period. Early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our condensed consolidated financial statements or disclosures. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning November 1, 2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. We are currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. |
Organization_Basis_of_Presenta2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Schedule of other assets | ' | |||||||||||||||
The detail of other assets is set forth below (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Customer deposits in escrow | $ | 429 | $ | 350 | ||||||||||||
Prepaid expenses | 2,696 | 441 | ||||||||||||||
Other deposits | 595 | 365 | ||||||||||||||
Other | 2,506 | — | ||||||||||||||
$ | 6,226 | $ | 1,156 | |||||||||||||
Schedule of warranty reserves | ' | |||||||||||||||
A summary of changes in warranty reserves are detailed in the table set forth below (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Warranty reserves, beginning of period | $ | 1,024 | $ | 305 | $ | 608 | $ | 141 | ||||||||
Warranty reserves accrued | 275 | 155 | 766 | 325 | ||||||||||||
Warranty expenditures/ back charges | 11 | (8 | ) | (64 | ) | (14 | ) | |||||||||
Warranty reserves, end of period | $ | 1,310 | $ | 452 | $ | 1,310 | $ | 452 | ||||||||
Loss_per_share_Tables
Loss per share (Tables) | 9 Months Ended | ||||||||
Sep. 30, 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 from IPO to September 30, 2013 have been computed as follows (in thousands, except share and per share amounts): | |||||||||
Numerator | IPO to September 30, 2013 | ||||||||
Net loss attributable to stockholders of UCP, Inc. | $ | (15 | ) | ||||||
Denominator | |||||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 7,750,000 | ||||||||
Net loss per share of Class A common stock - basic and diluted | $ | — | |||||||
Basic and diluted net loss per share of Class A common stock for the three and nine months ended September 30, 2014 has been computed as follows (in thousands, except share and per share amounts): | |||||||||
Three Months Ended September 30, 2014 | Nine Months Ended September 30, 2014 | ||||||||
Numerator | |||||||||
Net loss attributable to stockholders of UCP, Inc. | $ | (666 | ) | $ | (2,983 | ) | |||
Denominator | |||||||||
Weighted average shares of Class A common stock outstanding - basic and diluted | 7,900,553 | 7,852,763 | |||||||
Loss per share: | |||||||||
Net loss per share of Class A common stock - basic and diluted | $ | (0.08 | ) | $ | (0.38 | ) |
Real_Estate_Inventories_Tables
Real Estate Inventories (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Real Estate [Abstract] | ' | |||||||||||||||
Schedule of real estate inventory | ' | |||||||||||||||
Real estate inventories consisted of the following (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Deposits and pre-acquisition costs | $ | 4,541 | $ | 4,517 | ||||||||||||
Land held and land under development | 165,588 | 117,808 | ||||||||||||||
Homes completed or under construction | 83,207 | 46,639 | ||||||||||||||
Model homes | 10,101 | 7,884 | ||||||||||||||
$ | 263,437 | $ | 176,848 | |||||||||||||
Schedule of interest capitalization | ' | |||||||||||||||
Amounts of interest expense capitalized to home inventory and land inventory were as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest expense capitalized as cost of home inventory | $ | 642 | $ | 662 | $ | 1,402 | $ | 1,549 | ||||||||
Interest expense capitalized as cost of land inventory | 59 | 129 | 176 | 532 | ||||||||||||
Total interest expense capitalized | 701 | 791 | 1,578 | 2,081 | ||||||||||||
Previously capitalized interest expense included in cost of sales - homebuilding | (550 | ) | (392 | ) | (2,023 | ) | (750 | ) | ||||||||
Previously capitalized interest expense included in cost of sales - land development | — | (2 | ) | (3 | ) | (9 | ) | |||||||||
Net activity of capitalized interest | 151 | 397 | (448 | ) | 1,322 | |||||||||||
Capitalized interest expense in beginning inventory | 5,739 | 5,545 | 6,338 | 4,620 | ||||||||||||
Capitalized interest expense in ending inventory | $ | 5,890 | $ | 5,942 | $ | 5,890 | $ | 5,942 | ||||||||
Fixed_Assets_Net_Tables
Fixed Assets, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Fixed assets consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Computer hardware and software | $ | 1,615 | $ | 1,118 | ||||
Office furniture, equipment and leasehold improvements | 632 | 337 | ||||||
Vehicles | 78 | 79 | ||||||
2,325 | 1,534 | |||||||
Accumulated depreciation | (821 | ) | (506 | ) | ||||
Fixed assets, net | $ | 1,504 | $ | 1,028 | ||||
Acquisition_Tables
Acquisition (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | ' | |||||||||||||||||||
The acquisition date estimated fair value of the consideration transferred totaled $18.7 million, which consisted of the following (in thousands): | ||||||||||||||||||||
Cash | $ | 14,006 | ||||||||||||||||||
Contingent consideration | 4,644 | |||||||||||||||||||
Total | $ | 18,650 | ||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||||||||||||||
The following table summarizes the calculation of the preliminary estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||||||||||||||
Assets acquired | ||||||||||||||||||||
Accounts receivable | $ | 62 | ||||||||||||||||||
Prepaids and other current assets | 409 | |||||||||||||||||||
Real estate inventories | 13,832 | |||||||||||||||||||
Deposits | 26 | |||||||||||||||||||
Fixed assets | 3 | |||||||||||||||||||
Architectural plans | 170 | |||||||||||||||||||
Trademark/Trade name | 180 | |||||||||||||||||||
Land options | 583 | |||||||||||||||||||
Total assets acquired | $ | 15,265 | ||||||||||||||||||
Liabilities assumed | ||||||||||||||||||||
Customer deposits | $ | (27 | ) | |||||||||||||||||
Deferred revenue | (111 | ) | ||||||||||||||||||
Accounts payable | (1,470 | ) | ||||||||||||||||||
Total liabilities assumed | (1,608 | ) | ||||||||||||||||||
Total net identifiable assets acquired | 13,657 | |||||||||||||||||||
Goodwill | 4,993 | |||||||||||||||||||
Total estimated fair value | $ | 18,650 | ||||||||||||||||||
Fair Value Inputs, Assets, Quantitative Information | ' | |||||||||||||||||||
The following table outlines the key assumptions used to determine the fair value of real estate inventory. | ||||||||||||||||||||
Real Estate Inventories - Methodology and Significant Input Assumptions | ||||||||||||||||||||
Method | Home comparable sales and discounted cash flow models | |||||||||||||||||||
Home comparable range of base price per square foot | $ 77- $118 per square foot | |||||||||||||||||||
Average discount rate applied | 15% | |||||||||||||||||||
Range of builder profit margin | 18%-24% | |||||||||||||||||||
Builder profit margin applied | 20% | |||||||||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||||||
The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition was completed as of January 1, 2013, or indicative of the results that will be attained in the future. | ||||||||||||||||||||
(In thousands, except shares and per share data) | Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||||||||||||||
Total revenues | $ | 55,750 | $ | 32,479 | $ | 155,575 | $ | 87,595 | ||||||||||||
Comprehensive loss | (585 | ) | (480 | ) | (3,051 | ) | (3,449 | ) | ||||||||||||
Comprehensive loss attributable to stockholders of UCP, Inc. | (603 | ) | (76 | ) | (2,750 | ) | (76 | ) | ||||||||||||
Net loss per share - basic and diluted | $ | (0.08 | ) | $ | (0.01 | ) | $ | (0.35 | ) | $ | (0.01 | ) | ||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | ' | |||||||||||||||||||
Other purchased intangible assets consisted of the following (in thousands): | ||||||||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization(Use) | Net Carrying Value | Gross Carrying Amount | Accumulated Amortization (Use) | Net Carrying Value | |||||||||||||||
Architectural plans | $ | 170 | $ | (17 | ) | $ | 153 | $ | — | $ | — | $ | — | |||||||
Land option | 583 | (141 | ) | 442 | — | — | — | |||||||||||||
Trademarks and trade names | 180 | (166 | ) | 14 | — | — | — | |||||||||||||
$ | 933 | $ | (324 | ) | $ | 609 | $ | — | $ | — | $ | — | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||||||||||
Future estimated amortization expense related to the architectural plans and trademarks and trade names intangibles over the next five years is as follows (in thousands): | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
Remainder 2014 | $ | 24 | ||||||||||||||||||
2015 | 34 | |||||||||||||||||||
2016 | 34 | |||||||||||||||||||
2017 | 34 | |||||||||||||||||||
2018 | 34 | |||||||||||||||||||
2019 | 8 | |||||||||||||||||||
Total | $ | 168 | ||||||||||||||||||
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of accounts payable and accrued liabilities | ' | |||||||
Accounts payable and accrued liabilities consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accrued expenses | $ | 19,983 | $ | 14,162 | ||||
Contingent consideration for acquisition | 4,644 | — | ||||||
Accounts payable | 6,584 | 2,118 | ||||||
Accrued payroll liabilities | 1,134 | 1,766 | ||||||
Warranty reserves (Note 1) | 1,310 | 608 | ||||||
$ | 33,655 | $ | 18,654 | |||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of debt | ' | |||||||
Debt consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Acquisition Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94% to 4.19%, payments due through 2014 | $ | 1,310 | $ | 1,830 | ||||
Interest rates of 3.94%, payments due through 2015 | 430 | 1,591 | ||||||
Fixed Interest Rate: | ||||||||
Interest rate of 5%, payments due through 2014 | — | 425 | ||||||
Interest rate of 5%, payments due through 2015 | 1,962 | 5,048 | ||||||
Interest rate of 6.5%, payments due through 2036 | — | 548 | ||||||
Interest rate of 10%, payments due through 2014 | — | 1,604 | ||||||
Interest rate of 10%, payments due through 2017 | 1,604 | — | ||||||
Total acquisition debt | 5,306 | 11,046 | ||||||
Construction and Development Debt: | ||||||||
Variable Interest Rate: | ||||||||
Interest rate of 3.94%, payments due through 2014 | 1,239 | 1,705 | ||||||
Interest rates of 3.94%, payments due through 2015 | 21,262 | 12,181 | ||||||
Interest rates of 3.94%, payments due through 2016 | 24,604 | |||||||
Interest rate of 5%, payments due through 2015 | 4,852 | 6,018 | ||||||
Interest rate of 3.19%, payments due through 2016 | 769 | — | ||||||
Interest rate of 5.5%, payments due through 2016 | 1,321 | — | ||||||
Total construction and development debt | 54,047 | 19,904 | ||||||
Total debt | $ | 59,353 | $ | 30,950 | ||||
Schedule of future minimum payments | ' | |||||||
At September 30, 2014, principal maturities of loans payable for the years ending December 31 are as follows (in thousands): | ||||||||
2014 | $ | 2,550 | ||||||
2015 | 28,506 | |||||||
2016 | 26,693 | |||||||
2017 | 1,604 | |||||||
2018 and thereafter | — | |||||||
Total | $ | 59,353 | ||||||
Fair_Value_Disclosures_Tables
Fair Value Disclosures (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 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): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Carrying | Estimated Fair | Carrying | Estimated Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Financial liabilities: | ||||||||||||||||
Debt | $ | 59,353 | $ | 61,873 | $ | 30,950 | $ | 32,044 | ||||||||
Stock_Based_Compensation_Table
Stock Based Compensation - (Tables) | 9 Months Ended | |||||||
Sep. 30, 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 granted during the first quarter 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 | ' | |||||||
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 nine months ended September 30, 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 | 9.4 | — | |||
Options exercised | — | — | — | — | ||||
Options forfeited | — | — | — | — | ||||
Outstanding at September 30, 2014 | 166,081 | $ | 16.2 | 9.4 | — | |||
(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 September 30, 2014 was $11.95 per share. | ||||||||
Restricted Stock Units (RSUs) | ' | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
Summary of share-based activity | ' | |||||||
The following table summarizes the non-vested RSU activity for the nine months ended September 30, 2014: | ||||||||
Shares | Weighted Average Grant Date Fair Value (per share) | |||||||
Non-vested RSUs at December 31, 2013 | 289,555 | $ | 15 | |||||
Granted | 66,561 | 16 | ||||||
Vested | (148,778 | ) | — | |||||
Forfeited | — | — | ||||||
Non-vested RSUs at September 30, 2014 | 207,338 | $ | 15.32 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
Future minimum payments under all operating leases for the years ending December 31 are as follows (in thousands): | ||||
2014 | $ | 329 | ||
2015 | 1,118 | |||
2016 | 948 | |||
2017 | 927 | |||
2018 | 830 | |||
Thereafter | 527 | |||
Total | $ | 4,679 | ||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of financial information relating to segments | ' | |||||||||||||||
Financial information relating to reportable segments was as follows (in thousands): | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Assets | ||||||||||||||||
Homebuilding | $ | 210,206 | $ | 108,594 | ||||||||||||
Land development | 53,231 | 68,254 | ||||||||||||||
Corporate and other assets | 45,108 | 90,472 | ||||||||||||||
Total | $ | 308,545 | $ | 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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | ||||||||||||||||
Homebuilding | $ | 35,086 | $ | 21,369 | $ | 110,542 | $ | 46,609 | ||||||||
Land development | 20,264 | 2,250 | 32,513 | 16,535 | ||||||||||||
Non segment | 400 | — | 1,918 | — | ||||||||||||
Total | 55,750 | 23,619 | 144,973 | 63,144 | ||||||||||||
Gross margin | ||||||||||||||||
Homebuilding | 5,241 | 4,811 | 18,821 | 10,109 | ||||||||||||
Land development | 4,185 | 817 | 7,047 | 5,386 | ||||||||||||
Non segment | 48 | — | 237 | — | ||||||||||||
Total | 9,474 | 5,628 | 26,105 | 15,495 | ||||||||||||
Sales and marketing | 3,486 | 1,516 | 9,807 | 4,747 | ||||||||||||
General and administrative | 6,737 | 4,503 | 19,917 | 13,310 | ||||||||||||
Other income | 17 | 55 | 103 | 318 | ||||||||||||
Net loss before income taxes | $ | (732 | ) | $ | (336 | ) | $ | (3,516 | ) | $ | (2,244 | ) |
Noncontrolling_Interest_Tables
Noncontrolling Interest (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Noncontrolling Interest [Abstract] | ' | |||
Carrying Value and Ending Balance of Noncontrolling Interest | ' | |||
The carrying value and ending balance of the noncontrolling interest at September 30, 2014 was calculated as follows (in thousands): | ||||
Carrying value of noncontrolling interest at December 31, 2013 | $ | 126,462 | ||
Loss attributable to noncontrolling interest | (533 | ) | ||
Stock-based compensation related to noncontrolling interest | 1,413 | |||
Stock issuance related to noncontrolling interest | (801 | ) | ||
Ending balance of noncontrolling interest at September 30, 2014 | $ | 126,541 | ||
Organization_Basis_of_Presenta3
Organization, Basis of Presentation and Summary of Significant Accounting Policies - (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jul. 23, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
segment | IPO | Computer hardware and software | Furniture and Fixtures | Vehicles | Minimum | Maximum | Real Estate | Real Estate | UCP LLC | UCP LLC | ||||
Leasehold Improvements | Leasehold Improvements | |||||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by parent | 57.20% | 57.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57.20% | 57.70% |
General and administrative | $614,000 | $2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | 250,000 | 250,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, par value (in dollars per share) | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Abandonment of real estate inventories | ' | 173,000 | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42.80% | ' |
Inventory held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $31,100,000 | $8,600,000 | ' | ' |
Fixed asset useful life (in years) | ' | ' | ' | ' | ' | '3 years | '7 years | '5 years | '1 year | '3 years | ' | ' | ' | ' |
Organization_Basis_of_Presenta4
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Other Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Customer deposits in escrow | $429 | $350 |
Prepaid expenses | 2,696 | 441 |
Other deposits | 595 | 365 |
Other Assets | 2,506 | 0 |
Other assets | $6,226 | $1,156 |
Organization_Basis_of_Presenta5
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Warranty Reserves (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ' | ' | ' | ' |
Warranty reserves, beginning of period | $1,024 | $305 | $608 | $141 |
Warranty reserves accrued | 275 | 155 | 766 | 325 |
Warranty expenditures/ back charges | 11 | -8 | -64 | -14 |
Warranty reserves, end of period | $1,310 | $452 | $1,310 | $452 |
Loss_per_share_Details
Loss per share - (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' |
Net loss attributable to stockholders of UCP, Inc. | ' | ($666) | ($15) | ($2,983) | ($15) |
Weighted Average Number of Shares Outstanding, Basic and Diluted (number of shares) | ' | 7,900,553 | 7,750,000 | 7,852,763 | 7,750,000 |
Earnings Per Share, Basic ($ per share) | ' | ($0.08) | $0 | ($0.38) | $0 |
Net Income (Loss) Attributable to Parent | ($15) | ($666) | ($15) | ($2,983) | ($15) |
Class A | ' | ' | ' | ' | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' |
Weighted Average Number of Shares Outstanding, Basic and Diluted (number of shares) | 7,750,000 | ' | ' | ' | ' |
Basic and Diluted Earnings Per Share, Pro Forma ($ per share) | $0 | ' | ' | ' | ' |
Real_Estate_Inventories_Real_E
Real Estate Inventories - Real Estate Inventory (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
lot | ||
Real Estate [Abstract] | ' | ' |
Deposits and pre-acquisition costs | $4,541,000 | $4,517,000 |
Land held and land under development | 165,588,000 | 117,808,000 |
Homes completed or under construction | 83,207,000 | 46,639,000 |
Model homes | 10,101,000 | 7,884,000 |
Total Inventory | 263,437,000 | 176,848,000 |
Deposits on land purchase contracts | 3,700,000 | ' |
Number of land purchase contracts | 1,327 | ' |
Aggregate land purchase contracts, net | $92,900,000 | ' |
Real_Estate_Inventories_Intere
Real Estate Inventories - Interest Capitalization (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Real Estate Inventory, Capitalized Interest Costs [Roll Forward] | ' | ' | ' | ' |
Interest expense capitalized as cost of home inventory | $642 | $662 | $1,402 | $1,549 |
Interest expense capitalized as cost of land inventory | 59 | 129 | 176 | 532 |
Total interest expense capitalized | 701 | 791 | 1,578 | 2,081 |
Previously capitalized interest expense included in cost of sales - homebuilding | -550 | -392 | -2,023 | -750 |
Previously capitalized interest expense included in cost of sales - land development | 0 | -2 | -3 | -9 |
Net activity of capitalized interest | 151 | 397 | -448 | 1,322 |
Capitalized interest expense in beginning inventory | 5,739 | 5,545 | 6,338 | 4,620 |
Capitalized interest expense in ending inventory | $5,890 | $5,942 | $5,890 | $5,942 |
Fixed_Assets_Net_Details
Fixed Assets, Net - (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Fixed assets, gross | $2,325 | ' | $2,325 | ' | $1,534 |
Accumulated depreciation | -821 | ' | -821 | ' | -506 |
Fixed assets, net | 1,504 | ' | 1,504 | ' | 1,028 |
Depreciation and amortization | 131 | 76 | 315 | 189 | ' |
Computer hardware and software | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Fixed assets, gross | 1,615 | ' | 1,615 | ' | 1,118 |
Office furniture, equipment and leasehold improvements | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Fixed assets, gross | 632 | ' | 632 | ' | 337 |
Vehicles | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Fixed assets, gross | $78 | ' | $78 | ' | $79 |
Acquisition_Details
Acquisition (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Apr. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 10, 2014 | Apr. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Apr. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 10, 2014 | Apr. 10, 2014 | Apr. 10, 2014 | |
Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | Contingent Consideration Liability | Contingent Consideration Liability | Contingent Consideration Liability | ||||
employee | Architectural plans | Trademarks and trade names | Trademarks and trade names | Trademarks and trade names | Trademarks and trade names | Trademarks and trade names | Land option | Land option | Land option | Acquisition-related Costs | Acquisition-related Costs | Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | ||||||
Minimum | Maximum | |||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Citizens Homes revenues from April 10th, 2014 to June 30th, 2014 | ' | ' | ' | ' | $9,200,000 | $19,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Citizens Homes net income from April 10th, 2014 to June 30th, 2014 | ' | ' | ' | ' | 204,000 | 119,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration transferred | ' | ' | ' | 18,650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, maximum | ' | ' | ' | 6,000,000 | 6,000,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for evaluation of achievement of performance milestones | ' | ' | ' | '5 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, minimum | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration for acquisition | 4,644,000 | ' | 0 | 4,600,000 | 4,600,000 | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate (percentage) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.70% | 15.80% | 17.00% |
Volatility rate (percentage) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.20% | ' | ' |
Credit spread (percentage) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.11% | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | 170,000 | 180,000 | ' | ' | ' | ' | ' | ' | 583,000 | ' | ' | ' | ' | ' |
Acquisition related costs | ' | ' | ' | ' | 138,000 | 778,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 138,000 | 778,000 | ' | ' | ' |
Amortization of Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | 99,000 | 0 | 183,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average amortization period of intangible assets (duration) | ' | ' | ' | ' | '2 years 8 months 12 days | ' | '5 years | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of former employees of target acquired holding minority interests in acquired assets | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of land purchase options acquired with acquisition of business | $141,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $141,000 | $0 | ' | ' | ' | ' | ' | ' |
Acquisition_Value_of_Considera
Acquisition - Value of Consideration Transferred (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Apr. 10, 2014 |
Citizens Homes, Inc. | |||
Business Acquisition [Line Items] | ' | ' | ' |
Cash | $14,006 | $0 | $14,006 |
Contingent consideration | ' | ' | 4,644 |
Total | ' | ' | $18,650 |
Acquisition_Assets_and_Liabili
Acquisition - Assets and Liabilities Assumed (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 10, 2014 | Apr. 10, 2014 | Apr. 10, 2014 | Apr. 10, 2014 |
In Thousands, unless otherwise specified | Citizens Homes, Inc. | Architectural plans | Trademarks and trade names | Land option | ||
Citizens Homes, Inc. | Citizens Homes, Inc. | Citizens Homes, Inc. | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | $62 | ' | ' | ' |
Prepaids and other current assets | ' | ' | 409 | ' | ' | ' |
Real estate inventories | ' | ' | 13,832 | ' | ' | ' |
Deposits | ' | ' | 26 | ' | ' | ' |
Fixed assets | ' | ' | 3 | ' | ' | ' |
Intangible assets | ' | ' | ' | 170 | 180 | 583 |
Total assets acquired | ' | ' | 15,265 | ' | ' | ' |
Customer deposits | ' | ' | -27 | ' | ' | ' |
Deferred revenue | ' | ' | -111 | ' | ' | ' |
Accounts payable | ' | ' | -1,470 | ' | ' | ' |
Total liabilities assumed | ' | ' | -1,608 | ' | ' | ' |
Total net identifiable assets acquired | ' | ' | 13,657 | ' | ' | ' |
Goodwill | 4,993 | 0 | 4,993 | ' | ' | ' |
Total estimated fair value | ' | ' | $18,650 | ' | ' | ' |
Acquisition_Real_Estate_Invent
Acquisition - Real Estate Inventories - Methodology and Significant Input Assumptions (Details) (Real Estate Inventory, Citizens Homes, Inc.) | 0 Months Ended |
Apr. 10, 2014 | |
Business Acquisition [Line Items] | ' |
Builder profit margin applied (percentage) | 20.00% |
Minimum | ' |
Business Acquisition [Line Items] | ' |
Home comparable range of base price per square foot | 77 |
Builder profit margin applied (percentage) | 18.00% |
Weighted Average | ' |
Business Acquisition [Line Items] | ' |
Average discount rate applied (percentage) | 15.00% |
Maximum | ' |
Business Acquisition [Line Items] | ' |
Home comparable range of base price per square foot | 118 |
Builder profit margin applied (percentage) | 24.00% |
Acquisition_Pro_Forma_Financia
Acquisition - Pro Forma Financial Information (Details) (Citizens Homes, Inc., USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Citizens Homes, Inc. | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total revenues | $55,750 | $32,479 | $155,575 | $87,595 |
Comprehensive loss | -585 | -480 | -3,051 | -3,449 |
Comprehensive loss attributable to stockholders of UCP, Inc. | ($603) | ($76) | ($2,750) | ($76) |
Net income (loss) per share - basic and diluted ($ per share) | ($0.08) | ($0.01) | ($0.35) | ($0.01) |
Acquisition_Intangible_Assets_
Acquisition - Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Net Carrying Value | $609 | $0 |
Citizens Homes, Inc. | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Gross Carrying Amount | 933 | 0 |
Accumulated Amortization(Use) | -324 | 0 |
Net Carrying Value | 609 | 0 |
Architectural plans | Citizens Homes, Inc. | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Gross Carrying Amount | 170 | 0 |
Accumulated Amortization(Use) | -17 | 0 |
Net Carrying Value | 153 | 0 |
Land option | Citizens Homes, Inc. | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Gross Carrying Amount | 583 | 0 |
Accumulated Amortization(Use) | -141 | 0 |
Net Carrying Value | 442 | 0 |
Trademarks and trade names | Citizens Homes, Inc. | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Gross Carrying Amount | 180 | 0 |
Accumulated Amortization(Use) | -166 | 0 |
Net Carrying Value | $14 | $0 |
Acquisition_Future_Amortizatio
Acquisition - Future Amortization Expense (Details) (Citizens Homes, Inc., USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Citizens Homes, Inc. | ' |
Business Acquisition [Line Items] | ' |
Remainder 2014 | $24 |
2015 | 34 |
2016 | 34 |
2017 | 34 |
2018 | 34 |
2019 | 8 |
Total | $168 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities - (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||||
Payables and Accruals [Abstract] | ' | ' | ' | ' | ' | ' |
Accrued expenses | $19,983 | ' | $14,162 | ' | ' | ' |
Contingent consideration for acquisition | 4,644 | ' | 0 | ' | ' | ' |
Accounts payable | 6,584 | ' | 2,118 | ' | ' | ' |
Accrued payroll liabilities | 1,134 | ' | 1,766 | ' | ' | ' |
Warranty reserves | 1,310 | 1,024 | 608 | 452 | 305 | 141 |
Total liabilities | $33,655 | ' | $18,654 | ' | ' | ' |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
In Millions, unless otherwise specified | Prime Rate | London Interbank Offered Rate (LIBOR) | Minimum | Minimum | Maximum | ||
Prime Rate | London Interbank Offered Rate (LIBOR) | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Aggregate loan commitments | $127.50 | $56.40 | ' | ' | ' | ' | ' |
Unused loan commitments | $67.30 | $25.40 | ' | ' | ' | ' | ' |
Weighted average interest rate (percentage) | 4.30% | 4.70% | ' | ' | ' | ' | ' |
Spread on base rate for variable rate (percent) | ' | ' | 1.75% | 3.75% | 0.25% | 3.00% | 4.00% |
Interest rate (percent) | ' | ' | 5.00% | 5.50% | ' | ' | ' |
Debt_Long_Term_Debt_Details
Debt - Long Term Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Debt | $59,353 | $30,950 |
Acquisition Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 5,306 | 11,046 |
Acquisition Debt | Interest rate of 3.94% to 4.19%, payments due through 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 1,310 | 1,830 |
Acquisition Debt | Interest rates of 3.94%, payments due through 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 430 | 1,591 |
Interest rate (percent) | 3.94% | ' |
Acquisition Debt | Interest rate of 5%, payments due through 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 0 | 425 |
Interest rate (percent) | 5.00% | ' |
Acquisition Debt | Interest rate of 5%, payments due through 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 1,962 | 5,048 |
Interest rate (percent) | 5.00% | ' |
Acquisition Debt | Interest rate of 6.5%, payments due through 2036 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 0 | 548 |
Interest rate (percent) | 6.50% | ' |
Acquisition Debt | Interest rate of 10%, payments due through 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 0 | 1,604 |
Interest rate (percent) | 10.00% | ' |
Acquisition Debt | Interest rate of 10%, payments due through 2017 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 1,604 | 0 |
Interest rate (percent) | 10.00% | ' |
Construction Development Debt | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 54,047 | 19,904 |
Construction Development Debt | Interest rates of 3.94%, payments due through 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 21,262 | 12,181 |
Interest rate (percent) | 3.94% | ' |
Construction Development Debt | Interest rate of 5%, payments due through 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 4,852 | 6,018 |
Interest rate (percent) | 5.00% | ' |
Construction Development Debt | Interest rate of 3.94% - payments due through 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 1,239 | 1,705 |
Interest rate (percent) | 3.94% | ' |
Construction Development Debt | Interest rate of 3.94%, payments due through 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 24,604 | ' |
Interest rate (percent) | 3.94% | ' |
Construction Development Debt | Interest rate of 3.19%, payments due through 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | 769 | 0 |
Interest rate (percent) | 3.19% | ' |
Construction Development Debt | Interest rate of 5.5%, payments start in 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | $1,321 | $0 |
Interest rate (percent) | 5.50% | ' |
Minimum | Acquisition Debt | Interest rate of 3.94% to 4.19%, payments due through 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate (percent) | 3.94% | ' |
Maximum | Acquisition Debt | Interest rate of 3.94% to 4.19%, payments due through 2014 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate (percent) | 4.19% | ' |
Debt_Maturities_Details
Debt - Maturities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $2,550 | ' |
2015 | 28,506 | ' |
2016 | 26,693 | ' |
2017 | 1,604 | ' |
2018 and thereafter | 0 | ' |
Total | $59,353 | $30,950 |
Fair_Value_Disclosures_Details
Fair Value Disclosures - (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 10, 2014 | Sep. 30, 2014 |
Carrying Amount | Carrying Amount | Estimated Fair Value | Estimated Fair Value | Citizens Homes, Inc. | Citizens Homes, Inc. | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | ' | ' | $59,353,000 | $30,950,000 | $61,873,000 | $32,044,000 | ' | ' |
Contingent consideration, maximum | ' | ' | ' | ' | ' | ' | 6,000,000 | 6,000,000 |
Period for evaluation of achievement of performance milestones | ' | ' | ' | ' | ' | ' | '5 years | '5 years |
Contingent consideration for acquisition | $4,644,000 | $0 | ' | ' | ' | ' | $4,600,000 | $4,600,000 |
Stock_Based_Compensation_Narra
Stock Based Compensation - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Feb. 26, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 26, 2014 | Feb. 26, 2014 | Feb. 26, 2014 | Feb. 26, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Feb. 26, 2014 | Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
General and Administrative Expense | General and Administrative Expense | General and Administrative Expense | General and Administrative Expense | First anniversary | Second anniversary | Third anniversary | Fourth anniversary | Employee Stock Option | Employee Stock Option | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | ||||
Class A | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares that may be issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,834,300 | ' | ' | ' | ' |
Shares available for grant (in shares) | ' | 1,288,663 | 1,288,663 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,334 | 8,227 | ' | 66,561 |
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 148,778 | 148,778 |
Number of option shares vested | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting, percentage | ' | ' | ' | ' | ' | ' | ' | 10.00% | 20.00% | 30.00% | 40.00% | ' | ' | ' | ' | ' | ' |
Options granted (in shares) | 166,081 | ' | 166,081 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation | ' | ' | ' | $805,000 | $935,000 | $3,000,000 | $935,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation costs | ' | $3,600,000 | $3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | $1,100,000 | ' | ' | ' | $2,500,000 | $2,500,000 |
Unrecognized compensation costs, period for recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 5 months 12 days | ' | ' | ' | ' | '1 year 7 months 12 days |
Stock_Based_Compensation_Summa
Stock Based Compensation - Summary of share-based activity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Feb. 26, 2014 | Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Options Activity: | ' | ' | ' | ' |
Beginning balance (in shares) | ' | ' | ' | 0 |
Options granted (in shares) | 166,081 | ' | ' | 166,081 |
Options exercised (in shares) | ' | ' | ' | 0 |
Options forfeited (in shares) | ' | ' | ' | 0 |
Ending balance (in shares) | ' | ' | 166,081 | 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 | $16.20 |
Weighted Remaining Contractual Life | ' | ' | ' | '9 years 5 months 12 days |
Share Price (in dollars per share) | ' | ' | $11.95 | $11.95 |
Restricted Stock Units (RSUs) | ' | ' | ' | ' |
RSUs Shares Activity: | ' | ' | ' | ' |
Beginning balance (in shares) | ' | ' | ' | 289,555 |
Granted (in shares) | 58,334 | 8,227 | ' | 66,561 |
Vested (in shares) | ' | ' | -148,778 | -148,778 |
Forfeited (in shares) | ' | ' | ' | 0 |
Ending balance (in shares) | ' | ' | 207,338 | 207,338 |
RSU's Weighted Average Grant Date Fair Value (usd per share) | ' | ' | ' | ' |
Beginning of the period ($ per share) | ' | ' | ' | $15 |
Granted ($ per share) | ' | ' | ' | $16 |
Vested ($ per share) | ' | ' | ' | $0 |
Forfeited ($ per share) | ' | ' | ' | $0 |
End of the period ($ per share) | ' | ' | $15.32 | $15.32 |
Stock_Based_Compensation_Valua
Stock Based Compensation - Valuations Assumptions (Details) | 9 Months Ended |
Sep. 30, 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, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Surety Bond | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Surety bonds | $36.10 | $10.30 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Payments, Operating Leases (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $329 |
2015 | 1,118 |
2016 | 948 |
2017 | 927 |
2018 | 830 |
Thereafter | 527 |
Total | $4,679 |
Segment_Information_Details
Segment Information - (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
segment | |||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 2 | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Assets | $308,545 | ' | $308,545 | ' | $267,320 |
REVENUE: | ' | ' | ' | ' | ' |
Homebuilding | 35,086 | 21,369 | 110,542 | 46,609 | ' |
Land development | 20,264 | 2,250 | 32,513 | 16,535 | ' |
Other revenue | 400 | 0 | 1,918 | 0 | ' |
Total | 55,750 | 23,619 | 144,973 | 63,144 | ' |
Gross Profit [Abstract] | ' | ' | ' | ' | ' |
Sales and marketing | 3,486 | 1,516 | 9,807 | 4,747 | ' |
General and administrative | 6,737 | 4,503 | 19,917 | 13,310 | ' |
Other income, net | 17 | 55 | 103 | 318 | ' |
Net income (loss) before income taxes | -732 | -336 | -3,516 | -2,244 | ' |
Operating Segments | ' | ' | ' | ' | ' |
REVENUE: | ' | ' | ' | ' | ' |
Total | 55,750 | 23,619 | 144,973 | 63,144 | ' |
Gross Profit [Abstract] | ' | ' | ' | ' | ' |
Gross margin | 9,474 | 5,628 | 26,105 | 15,495 | ' |
Corporate, Non-Segment | ' | ' | ' | ' | ' |
Gross Profit [Abstract] | ' | ' | ' | ' | ' |
Gross margin | 48 | 0 | 237 | 0 | ' |
Sales and marketing | 3,486 | 1,516 | 9,807 | 4,747 | ' |
Other income, net | 17 | 55 | 103 | 318 | ' |
Homebuilding | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Assets | 210,206 | ' | 210,206 | ' | 108,594 |
Homebuilding | Operating Segments | ' | ' | ' | ' | ' |
Gross Profit [Abstract] | ' | ' | ' | ' | ' |
Gross margin | 5,241 | 4,811 | 18,821 | 10,109 | ' |
Land development | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Assets | 53,231 | ' | 53,231 | ' | 68,254 |
Land development | Operating Segments | ' | ' | ' | ' | ' |
Gross Profit [Abstract] | ' | ' | ' | ' | ' |
Gross margin | 4,185 | 817 | 7,047 | 5,386 | ' |
Corporate and other assets | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Assets | $45,108 | ' | $45,108 | ' | $90,472 |
Noncontrolling_Interest_Detail
Noncontrolling Interest - (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Parent Company | Parent Company | ||||||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Voting interest not controlled by parent | ' | 42.80% | ' | 42.80% | ' | ' | ' |
Initial carrying value of noncontrolling interest | ' | ' | ' | ' | ' | ' | $126,500,000 |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, beginning balance | ' | ' | ' | 126,462,000 | ' | 126,462,000 | ' |
Net loss | -35,000 | -732,000 | -336,000 | -3,516,000 | -2,244,000 | -533,000 | ' |
Stock-based compensation expense | ' | ' | ' | 2,956,000 | ' | 1,413,000 | ' |
Class A - issuance of common stock | ' | ' | ' | -1,619,000 | ' | -801,000 | ' |
Noncontrolling interest, ending balance | ' | $126,541,000 | ' | $126,541,000 | ' | $126,541,000 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Senior Notes, 8.5% Senior Notes Due in 2017, Subsequent Event, USD $) | 0 Months Ended | |
Oct. 21, 2014 | Oct. 21, 2014 | |
Senior Notes | 8.5% Senior Notes Due in 2017 | Subsequent Event | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Debt issued | ' | $75,000,000 |
Stated interest rate (percent) | ' | 8.50% |
Proceeds from debt issuance | 72,500,000 | ' |
Redemption value (percent) | 100.00% | ' |
Debt Instrument Upon Change of Control, Redemption Price, Percentage | 101.00% | ' |
Percentage of voting stock acquired to cause change of control | ' | 35.00% |
Maximum debt to tangible assets ratio allowed per covenant (percent) | 45.00% | ' |
Maximum secured debt allowed per covenant | 75,000,000 | ' |
Maximum secured debt to tangible assets ratio allowed per covenant (percent) | 30.00% | ' |
Maximum annual acquisition of unimproved real property allowed per covenant | 75,000,000 | ' |
Maximum acquisition of unimproved real property allowed per covenant over term of debt agreement | 150,000,000 | ' |
Minimum tangible assets not subject to debt-secured liens required per covenant | 50,000,000 | ' |
Minimum net worth required per covenant | 175,000,000 | ' |
Minimum cash and cash equivalents required per covenant | 15,000,000 | ' |
Maximum annual decrease in tangible assets allowed per covenant | 25,000,000 | ' |
Maximum decrease in tangible assets allowed per covenant over term of debt agreement | $50,000,000 | ' |