Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 06, 2015 | |
Entity Registrant Name | UCP, Inc. | |
Entity Central Index Key | 1,572,684 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Class A | ||
Entity Common Stock, Shares Outstanding | 8,014,434 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Cash and cash equivalents | $ 38,047 | $ 42,033 |
Restricted cash | 250 | 250 |
Real estate inventories | 349,550 | 321,693 |
Fixed assets, net | 1,552 | 1,571 |
Intangible assets, net | 486 | 586 |
Goodwill | 4,223 | 4,223 |
Receivables | 1,180 | 1,291 |
Other assets | 6,266 | 5,804 |
Total assets | 401,554 | 377,451 |
Liabilities and equity: | ||
Accounts payable and accrued liabilities | 36,227 | 30,733 |
Notes payable | 84,827 | 60,901 |
Senior notes, net | 74,630 | 74,550 |
Total liabilities | $ 195,684 | $ 166,184 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity | ||
Preferred stock, par value $0.01 per share, 50,000,000 authorized, no shares issued and outstanding at June 30, 2015; no shares issued and outstanding at December 31, 2014 | $ 0 | $ 0 |
Additional paid-in capital | 94,632 | 94,110 |
Accumulated deficit | (9,442) | (6,934) |
Total UCP, Inc. stockholders’ equity | 85,269 | 87,255 |
Noncontrolling interest | 120,601 | 124,012 |
Total equity | 205,870 | 211,267 |
Total liabilities and equity | 401,554 | 377,451 |
Class A | ||
Stockholders’ Equity | ||
Common stock | 79 | 79 |
Class B | ||
Stockholders’ Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
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 | 7,933,388 | 7,922,216 |
Common stock, shares outstanding | 7,933,388 | 7,922,216 |
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 Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUE: | ||||
Homebuilding | $ 50,785 | $ 50,010 | $ 93,421 | $ 75,456 |
Land development | 1,920 | 12,075 | 2,040 | 12,249 |
Other revenue | 2,021 | 1,518 | 2,788 | 1,518 |
Total revenue | 54,726 | 63,603 | 98,249 | 89,223 |
COSTS AND EXPENSES: | ||||
Cost of sales - homebuilding | 42,120 | 41,076 | 77,738 | 61,876 |
Cost of sales - land development | 1,543 | 9,241 | 1,548 | 9,387 |
Cost of sales - other revenue | 1,742 | 1,329 | 2,405 | 1,329 |
Sales and marketing | 4,357 | 3,765 | 8,553 | 6,321 |
General and administrative | 6,453 | 6,909 | 13,772 | 13,180 |
Total costs and expenses | 56,215 | 62,320 | 104,016 | 92,093 |
Loss from operations | (1,489) | 1,283 | (5,767) | (2,870) |
Other income, net | 30 | 13 | 131 | 86 |
Net loss before income taxes | (1,459) | 1,296 | (5,636) | (2,784) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (1,459) | 1,296 | (5,636) | (2,784) |
Net loss attributable to noncontrolling interest | (791) | 1,117 | (3,128) | (467) |
Net loss attributable to stockholders of UCP, Inc. | (668) | 179 | (2,508) | (2,317) |
Other comprehensive loss, net of tax | 0 | 0 | 0 | 0 |
Comprehensive loss | (1,459) | 1,296 | (5,636) | (2,784) |
Comprehensive loss attributable to noncontrolling interest | (791) | 1,117 | (3,128) | (467) |
Comprehensive loss attributable to stockholders of UCP, Inc. | $ (668) | $ 179 | $ (2,508) | $ (2,317) |
Weighted average common shares: | ||||
Basic (in shares) | 7,932,037 | 7,835,562 | 7,927,708 | 7,827,999 |
Diluted (in shares) | 7,932,037 | 7,922,644 | 7,927,708 | 7,827,999 |
Net income (loss) per share of Class A common stock - basic ($ per share) | $ (0.08) | $ 0.02 | $ (0.32) | $ (0.30) |
Net income (loss) per share of Class A common stock - diluted ($ per share) | $ (0.08) | $ 0.02 | $ (0.32) | $ (0.30) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Class A | Class B | Common stockClass A | Common stockClass B | Additional paid-in capital | Accumulated deficit | Noncontrolling interest |
Beginning balance at Dec. 31, 2013 | $ 217,716 | $ 78 | $ 0 | $ 93,117 | $ (1,941) | |||
Beginning balance (shares) at Dec. 31, 2013 | 7,750,000 | 100 | ||||||
Carrying value of noncontrolling interest at December 31, 2014 at Dec. 31, 2013 | $ 126,462 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Class A - issuance of common (in shares) | 85,562 | |||||||
Class A - issuance of common stock for RSU's, net | (814) | $ 0 | (460) | (354) | ||||
Stock-based compensation expense | 2,149 | 1,159 | 990 | |||||
Net loss | (2,784) | (2,317) | (467) | |||||
Ending balance (shares) at Jun. 30, 2014 | 7,835,562 | 100 | ||||||
Ending balance of noncontrolling interest at June 30, 2015 at Jun. 30, 2014 | 126,631 | |||||||
Ending balance at Jun. 30, 2014 | 216,267 | $ 78 | $ 0 | 93,816 | (4,258) | |||
Beginning balance at Dec. 31, 2014 | 211,267 | $ 79 | $ 0 | 94,110 | (6,934) | |||
Beginning balance (shares) at Dec. 31, 2014 | 7,922,216 | 100 | 7,922,216 | 100 | ||||
Carrying value of noncontrolling interest at December 31, 2014 at Dec. 31, 2014 | 124,012 | 124,012 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Class A - issuance of common (in shares) | 11,172 | |||||||
Class A - issuance of common stock for RSU's, net | (22) | $ 0 | (9) | (13) | ||||
Stock-based compensation expense | 1,242 | 531 | 711 | |||||
Distribution to noncontrolling interest | (981) | (981) | ||||||
Net loss | (5,636) | (2,508) | (3,128) | |||||
Ending balance (shares) at Jun. 30, 2015 | 7,933,388 | 100 | 7,933,388 | 100 | ||||
Ending balance of noncontrolling interest at June 30, 2015 at Jun. 30, 2015 | 120,601 | $ 120,601 | ||||||
Ending balance at Jun. 30, 2015 | $ 205,870 | $ 79 | $ 0 | $ 94,632 | $ (9,442) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net loss | $ (5,636) | $ (2,784) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,242 | 2,149 |
Abandonment charges | 2 | 173 |
Depreciation and amortization | 304 | 268 |
Fair value adjustment of contingent consideration | 212 | 0 |
Changes in operating assets and liabilities: | ||
Real estate inventories | (27,076) | (48,147) |
Receivables | 111 | 155 |
Other assets | (711) | (2,362) |
Accounts payable and accrued liabilities | 5,280 | 1,915 |
Net cash used in operating activities | (26,272) | (48,633) |
Investing activities: | ||
Purchases of fixed assets | (267) | (536) |
Citizens acquisition | 0 | (14,006) |
Restricted cash | 0 | (250) |
Net cash used in investing activities | (267) | (14,792) |
Financing activities: | ||
Distribution to noncontrolling interest | (981) | 0 |
Proceeds from notes payable | 59,168 | 37,017 |
Repayment of notes payable | (35,162) | (21,110) |
Debt issuance costs | (450) | 0 |
Repurchase of Class A common stock for settlement of employee withholding taxes | (22) | (814) |
Net cash provided by financing activities | 22,553 | 15,093 |
Net decrease in cash and cash equivalents | (3,986) | (48,332) |
Cash and cash equivalents – beginning of period | 42,033 | 87,503 |
Cash and cash equivalents – end of period | 38,047 | 39,171 |
Non-cash investing and financing activity | ||
Exercise of land purchase options acquired with acquisition of business | 83 | 141 |
Fair value of assets acquired from the acquisition of business | 0 | 20,258 |
Contingent consideration and liabilities assumed | 0 | 6,252 |
Issuance of Class A common stock for vested restricted stock units | $ 98 | $ 2,074 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
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 to UCP, Inc. and its consolidated subsidiaries including 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 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 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 (the “Citizens Acquisition”) in order to position the Company to expand its operations into markets located in those states. The Company is a holding company, whose principal asset is its interest in UCP, LLC, the subsidiary through which it directly and indirectly conducts its business. As of June 30, 2015 , the Company held a 42.8% economic interest in UCP, LLC and PICO Holdings, Inc. (“PICO”), a NASDAQ-listed, diversified holding company, held the remaining 57.2% economic interest in UCP, LLC. 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, 2014 , which are included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 16, 2015 . 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. 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. The Company could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the July 23, 2013 completion of its IPO, although a variety of circumstances can cause it to lose its status earlier. 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 June 30, 2015 and December 31, 2014 , it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. Related Party Transactions: As of June 30, 2015 , PICO holds an economic and voting interest in our Company equal to approximately 57.2% . The Company is party to certain agreements with PICO, including an Exchange Agreement (pursuant to which PICO has the right to cause the Company to exchange PICO’s interests in UCP, LLC for shares of the Company’s Class A common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications), an Investor Rights Agreement (pursuant to which PICO has certain rights, including the right to nominate two individuals for election to the Company’s board of directors for as long as PICO owns at least a 25% voting interest in the Company) and a Tax Receivable Agreement (pursuant to which PICO is entitled to 85% of any cash savings in U.S. federal, state and local income tax that the Company actually realizes as a result of any increase in tax basis caused by PICO’s exchange of UCP, LLC interests for shares of the Company’s Class A common stock and Transition Services Agreement (pursuant to which PICO provided the Company with accounting, human resources and information technology functions through July 31, 2015. The balance due to PICO pursuant to Transition Services Agreement was approximately $186,000 and $757,000 , which is included in accounts payable and accrued liabilities on the balance sheet as of June 30, 2015 and December 31, 2014 , respectively. 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. Segment Reporting: As a result of Citizens Acquisition in April 2014, the Company evaluated the ongoing management of its homebuilding and land development operations. Based on this evaluation, the Company has segmented its operating activities into two geographical regions and currently has homebuilding reportable segments in the West and Southeast and a land development reportable segment in the West. As such all segment information for the three and six months ended June 30, 2014 has been reclassified and is shown under the West homebuilding and land development reportable segments. In accordance with the applicable accounting guidance, the Company considered similar economic and other characteristics, including geography, 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 as of June 30, 2015 and December 31, 2014 . The balance as of June 30, 2015 and at December 31, 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. Applicable costs incurred after development or construction is substantially complete are charged to sales and marketing or general and administrative, as appropriate. Pre-acquisition costs, including non-refundable land deposits, are expensed to cost of sales when the Company determines continuation of the related project is not probable. Land, development and other common costs are typically allocated to real estate inventories using the relative-sales-value method. Direct home construction costs are recorded using the specific identification method. Cost of sales-homebuilding includes the allocation of construction costs of each home and all applicable land acquisition, real estate development, capitalized interest, and related common costs based upon the relative-sales-value of the home. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated on a relative-sales-value method to remaining homes in the community. Cost of sales-land development includes land acquisition and development costs, capitalized interest, impairment charges, abandonment charges for projects that are no longer economically viable, and real estate taxes. Abandonment charges during the three months ended June 30, 2015 and 2014 were $0 and $140,000 , respectively, and were $2,000 and $173,000 during the six months ended June 30, 2015 and 2014 , respectively. Abandonment charges are included in cost of sales in the accompanying condensed consolidated statement of operations and comprehensive income (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. Completed homes are included in real estate inventories in the accompanying consolidated balance sheets at the lower of cost or market value. Impairment of Real Estate Inventories: The Company evaluates an impairment loss when conditions exist where the carrying amount of real estate is not fully recoverable and exceeds its fair value. 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. The Company prepares and analyzes cash flows at the lowest level for which there are identifiable cash flows that are independent of the cash flows of other groups of assets, which we have determined as the community level. If events or circumstances indicate that the carrying amount may be 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 for the period. No such losses were recorded during the three and six months ended June 30, 2015 and 2014 . 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 its 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. Purchase Accounting and Business Combinations Assets acquired and the liabilities assumed as part of a business combination are recognized separately from goodwill at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable. Management may refine these estimates during the measurement period which may be up to one year from the acquisition date. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company's consolidated statements of operations and comprehensive income or loss. The fair value adjustment of the estimated contingent consideration was an $8,000 decrease for the three month period ended June 30, 2015 . The total fair value adjustment of the estimated contingent consideration was $212,000 for the six month period ended June 30, 2015 , resulting in the total contingent consideration obligation of $3,737,000 at June 30, 2015 . Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies and contingent consideration, where applicable. 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 more frequently if events or circumstances indicate that goodwill may be impaired. As of June 30, 2015 , acquired intangibles, including goodwill, relate to the Citizens Acquisition, which was completed on April 10, 2014 . 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 in the accompanying condensed consolidated statement of operations and comprehensive loss. Receivables: Receivables include amounts due from buyers of homes sold and from utility companies for reimbursement of costs. At June 30, 2015 and December 31, 2014 , the Company had no allowance for doubtful accounts recorded. Other Assets: The detail of other assets is set forth below (in thousands): June 30, 2015 December 31, 2014 Customer deposits in escrow $ 1,626 $ 503 Prepaid expenses 2,492 3,129 Other deposits 321 336 Other 1,827 1,836 Total $ 6,266 $ 5,804 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 any 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, 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 in the consolidated statement of operations and comprehensive income or loss. 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 in the consolidated statement of operations and comprehensive income or loss. Stock-Based Compensation: Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the period in which the awards vest in accordance with applicable guidance under ASC 718. 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 June 30, Six months ended June 30, 2015 2014 2015 2014 Warranty reserves, beginning of period $ 1,774 $ 694 $ 1,509 $ 608 Warranty reserves accrued 382 361 675 491 Warranty expenditures (7 ) (31 ) (35 ) (75 ) Warranty reserves, end of period $ 2,149 $ 1,024 $ 2,149 $ 1,024 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, the Company would 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 June 30, 2015 or December 31, 2014 . 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 taxes, 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 sufficient 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 carry-forward periods available to the Company for tax reporting purposes and availability of tax planning strategies. These assumptions require significant judgment about future events. These judgments are consistent with the plans and estimates that 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 of the Company and its predecessor. As a result of the analysis of all available evidence as of June 30, 2015 and December 31, 2014 , 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 six month period ended June 30, 2015 or for the comparable periods in 2014 . If the Company’s assumptions change and the Company believes that it will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recognized as a reduction of future 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. Recently Issued Accounting Standards: In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 impact on the Company’s 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. In July 2015, the FASB approved a one year deferral for ASU 2014-09, which is effective for the Company for annual reporting periods beginning after December 15, 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. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on its consolidated financial statements and disclosures. In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , which eliminates the concept of extraordinary items from GAAP. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for the Company for periods beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year adoption. The adoption of ASU 2015-01 is not expected to have a material impact on the Company’s future condensed consolidated financial statements or disclosures In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which simplifies consolidation accounting. In addition to reducing the number of consolidation models, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reduces the frequency of application of related party guidance and changes the consolidation conclusions for public and private companies that make use of limited partnerships or variable interest entities. ASU 2015-02 is effective for the Company for periods beginning after December 15, 2015. Early adoption is permitted including adoption in an interim period. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which simplifies the presentation of debt issuance costs in the financial statements. Under ASU 2015-03, issue costs shall be reported in the balance sheet as a direct deduction from the related debt liability and the amortization of the debt issue costs shall be reported as interest expense. ASU 2015-03 is effective for the Company for periods beginning after Dece |
Loss per share
Loss per share | 6 Months Ended |
Jun. 30, 2015 | |
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 Class A common stock equivalents for this purpose. 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 six months ended June 30, 2015 and June 30, 2014 . Basic and diluted net loss per share of Class A common stock for the three and six months ended June 30, 2015 have been computed as follows (in thousands, except share and per share amounts): Three months ended June 30, 2015 Three months ended June, 30, 2014 Six months ended June 30, 2015 Six months ended June 30, 2014 Numerator Net income (loss) attributable to shareholders of UCP, Inc. $ (668 ) $ 179 $ (2,508 ) $ (2,317 ) Denominator Weighted average shares of Class A common stock outstanding - basic 7,932,037 7,835,562 7,927,708 7,827,999 Effect of dilutive securities: Restricted stock units — 87,082 — — Stock options — — — — Total shares for purpose of calculating diluted net income (loss) per share 7,932,037 7,922,644 7,927,708 7,827,999 Earnings (loss) per share: Net income (loss) per share of Class A common stock - basic $ (0.08 ) $ 0.02 $ (0.32 ) $ (0.30 ) Net income (loss) per share of Class A common stock - diluted $ (0.08 ) $ 0.02 $ (0.32 ) $ (0.30 ) |
Real Estate Inventories
Real Estate Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Inventories | Real Estate Inventories Real estate inventories consisted of the following (in thousands): June 30, 2015 December 31, 2014 Deposits and pre-acquisition costs $ 3,586 $ 2,955 Land held and land under development 236,123 235,809 Homes completed or under construction 90,715 70,804 Model homes 19,126 12,125 Total $ 349,550 $ 321,693 Model homes and homes completed or under construction 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 June 30, 2015 , the Company had $4.5 million of deposits pertaining to land purchase contracts for 1,405 lots with an aggregate purchase price of approximately $75.4 million , net of deposits. At December 31, 2014 , the Company deposits for land purchase contracts aggregated $2.4 million for 925 lots with an aggregate purchase price of $49.6 million , net of deposits. At June 30, 2015 and December 31, 2014 , the Company had completed homes included in inventories of approximately $32.0 million and $28.8 million , respectively. Interest Capitalization Interest is capitalized on real estate inventories during development. Interest capitalized is included in cost of sales in the Company’s condensed consolidated financial statements of operations and comprehensive loss as related sales are recognized. For the three months ended June 30, 2015 and 2014 , the Company incurred interest of approximately $2,798,000 and $467,000 , respectively, and for the six months ended June 30, 2015 and 2014 , the Company incurred interest approximately of $5,427,000 and $877,000 , respectively, which was capitalized in each respective period. Amounts capitalized to home inventory and land inventory were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Interest expense capitalized as cost of home inventory $ 2,280 $ 412 $ 4,435 $ 760 Interest expense capitalized as cost of land inventory 518 55 992 117 Total interest expense capitalized 2,798 467 5,427 877 Previously capitalized interest expense included in cost of sales - homebuilding (1,000 ) (1,035 ) (1,924 ) (1,473 ) Previously capitalized interest expense included in cost of sales - land development (49 ) (3 ) (49 ) (3 ) Net activity of capitalized interest 1,749 (571 ) 3,454 (599 ) Capitalized interest expense in beginning inventory 9,004 6,310 7,299 6,338 Capitalized interest expense in ending inventory $ 10,753 $ 5,739 $ 10,753 $ 5,739 |
Fixed Assets, Net
Fixed Assets, Net | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, net | Fixed Assets, Net Fixed assets consisted of the following (in thousands): June 30, 2015 December 31, 2014 Computer hardware and software $ 1,906 $ 1,698 Office furniture, equipment and leasehold improvements 819 763 Vehicles 83 79 Total 2,808 2,540 Accumulated depreciation (1,256 ) (969 ) Fixed assets, net $ 1,552 $ 1,571 Depreciation expense for the three months ended June 30, 2015 and 2014 was $147,000 and $97,000 , respectively, and for the six months ended June 30, 2015 and 2014 was $287,000 and $184,000 , respectively, and is recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination Contingent Consideration The change in estimated fair value of the contingent consideration consisted of the following (in thousands): Contingent Consideration Initial fair value, April 10, 2014 $ 4,644 Balance at June 30, 2014 $ 4,644 Contingent Consideration Balance at December 31, 2014 $ 3,525 Change in fair value 212 Balance at June 30, 2015 $ 3,737 The contingent consideration arrangement requires the Company to pay up to a maximum of $6 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 fair value of the contingent consideration of $3.7 million at June 30, 2015 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 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) forecast adjusted net income over the contingent consideration period; (2) risk-adjusted discount rate reflecting the risk inherent in the forecast 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 12.7% plus the applicable risk-free rate resulting in a combined discount rate ranging from 12.5% to 13.5% over the contingent consideration period. The Company’s volatility rate of 22.3% and a credit spread of 9.17% were applied to forecast adjusted net income over the contingent consideration period. See Note 8 Fair Value Disclosures . During the first quarter of 2015 , the Company revised its estimate of the probable amount of contingent consideration due to Citizens based on projections for various pretax performance milestones required to earn the contingent consideration through the end of the contingent consideration period. As a result, the Company’s contingent consideration liability and general and administrative expense increased in the accompanying condensed consolidated balance sheet and statement of operations and comprehensive loss by $212,000 to reflect the increase in estimated contingent consideration liability. Intangible Assets Other purchased intangible assets consisted of the following (in thousands): June 30, 2015 December 31, 2014 Beginning Balance Accumulated Amortization(Use) Ending Balance Beginning Balance Accumulated Amortization (Use) Ending Balance Architectural plans $ 170 $ (43 ) $ 127 $ 170 $ (26 ) $ 144 Land option 583 (224 ) 359 583 (141 ) 442 Trademarks and trade names 110 (110 ) — 110 (110 ) — $ 863 $ (377 ) $ 486 $ 863 $ (277 ) $ 586 Amortization expense for the three months ended June 30, 2015 and 2014 related to the architectural plans and trademarks and trade names intangibles was approximately $8,500 and $84,000 , respectively, and for the six months ended June 30, 2015 and 2014 was $17,000 and $84,000 , respectively. The architectural plans intangible amortization period is 5.0 years. Amortization expense is recorded in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Additionally, land options of $10,000 and $83,000 and were used to purchase land and were capitalized to real estate inventories during the three and six months ended June 30, 2015 , as compared to $141,000 for both the three and six months ended June 30, 2014 . Future estimated amortization expense related to the architectural plans intangibles over the next five years is as follows (in thousands): December 31, 2015 $ 17 2016 34 2017 34 2018 34 2019 8 Total $ 127 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
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): June 30, 2015 December 31, 2014 Accrued expenses $ 16,041 $ 22,281 Contingent consideration 3,737 3,525 Accounts payable 12,780 1,975 Accrued payroll liabilities 1,520 1,443 Warranty reserves (Note 1) 2,149 1,509 Total $ 36,227 $ 30,733 |
Notes Payable and Senior Notes
Notes Payable and Senior Notes | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable and Senior Notes | Notes Payable and Senior Notes The Company enters into acquisition, development and construction debt agreements to purchase and develop real estate inventories and for the construction of homes, which are secured primarily 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 debts are due at various dates but are generally repaid when lots are released from the loans based upon a specific release price, as defined in each respective 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 respective loan agreement. Certain of the construction and development debt agreements 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 June 30, 2015 and December 31, 2014 , the lenders have not requested, and the Company has not obtained, any such appraisals. As of June 30, 2015 , the Company had approximately $172.5 million available in loan commitments of which approximately $86.1 million was available to us. At June 30, 2015 and December 31, 2014 , the weighted average interest rate on the Company’s outstanding debt was 6.12% and 6.56% , respectively. Interest rates charged under variable rate debt are based on LIBOR or Prime rate indexes plus a margin rate ranging from 0.25% to 3.75% . On October 21, 2014, the Company completed the private offering of $75.0 million in aggregate principal amount of 8.5% Senior Notes due 2017 (the “Senior Notes”). The net proceeds from the offering were approximately $72.5 million , after paying the debt issuance costs and offering expenses. The net proceeds from the offering were 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 Senior Notes were issued under an Indenture, dated as of October 21, 2014 (the “Indenture”), by the Company and Wilmington Trust, National Association, as trustee. The Senior Notes bear interest at 8.5% per annum, payable on March 31, June 30, September 30 and December 31 of each year. The Senior Notes mature on October 21, 2017, unless earlier redeemed or repurchased. As of June 30, 2015 , the Company was in compliance with the applicable financial covenants under the Indenture. Notes payable and Senior notes consisted of the following (in thousands): June 30, 2015 December 31, 2014 Variable Interest Rate: Interest rate of 3.94% to 4.19%, payments due through 2015 17,462 20,156 Interest rates of 3.18% to 3.94%, payments due through 2016 40,985 25,239 Interest rate of 3.66% to 3.94%, payments due through 2017 20,105 6,984 Interest rate of 5%, payments due through 2015 2,476 3,990 Interest rate of 5.5%, payments due through 2016 233 966 Fixed Interest Rate: Interest rate of 5%, payments due through 2015 1,962 1,962 Interest rate of 10%, payments due through 2017 1,604 1,604 Total notes payable 84,827 60,901 Senior notes, net 74,630 74,550 Total notes payable and senior notes $ 159,457 $ 135,451 At June 30, 2015 , principal maturities of notes payable and senior notes for the years ending December 31 are as follows (in thousands): 2015 $ 21,900 2016 41,217 2017 96,340 Thereafter — Total $ 159,457 |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosure | Fair Value Disclosures The accounting guidance regarding fair value disclosures defines fair value as the price that would be received for selling an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines the fair values of its financial instruments based on the fair value hierarchy established in accordance with ASC Topic 820 - Fair Value Measurements , which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value: • Level 1—Quoted prices for identical instruments in active markets • Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date • Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date Estimated Fair Value of Financial Instruments Not Carried at Fair Value: As of June 30, 2015 and December 31, 2014 , the fair values of cash and cash equivalents, accounts payable and receivable approximated their carrying values because of the short-term nature of these assets or liabilities. The estimated fair value of the Company’s debt is based on cash flow models discounted at current market interest rates for similar instruments, which are based on Level 3 inputs. There were no transfers between fair value hierarchy levels during the three months ended June 30, 2015 and for the year ended December 31, 2014 . The following presents the carrying value and fair value of the Company’s financial instruments which are not carried at fair value (in thousands): June 30, 2015 December 31, 2014 Carrying Value Estimated Fair Carrying Value Estimated Fair Notes Payable $ 84,827 $ 87,315 $ 60,901 $ 62,976 Senior Notes 74,630 84,750 74,550 87,167 Total Debt $ 159,457 $ 172,065 $ 135,451 $ 150,143 Estimated Fair Value of Contingent Consideration The contingent consideration arrangement relating to Citizens Acquisition requires the Company to pay up to a maximum of $6.0 million of additional consideration based on achievement of performance milestones over a five year period. The estimated fair value of the contingent consideration of $3.7 million as of June 30, 2015 was estimated based on applying the income approach and a weighted probability of achieving the performance milestones, which are based on Level 3 inputs. See Note 5 for a description of the level 3 inputs used in determining fair value of contingent consideration. Significant increases or decreases in any of the unobservable inputs in isolation or in the aggregate would result in a significantly lower (higher) fair value measurement to our contingent consideration as of June 30, 2015 and December 31, 2014 . There were no transfers between fair value hierarchy levels during the six months ended June 30, 2015 and for the year ended December 31, 2014 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 , 1,235,203 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. The RSUs granted to certain members of the Company’s board of directors will vest on the first anniversary of the grant date. The RSUs granted to the Company’s employees during the year ended December 31, 2013 are subject to the following vesting schedule: a) one-third vested on December 31, 2013, b) one-third vested on the first anniversary of the grant date and c) one-third will vest on the second anniversary of the grant date. The RSUs granted to certain members of the Company’s board of directors vested on the first anniversary of the grant date. During the three months ended June 30, 2015 , 1,237 RSUs and 71,429 Options under the LTIP were granted to certain members of the Company’s board of directors and an executive employee. During the three and six months period ended June 30, 2015 , 8,227 and 13,480 RSUs were vested respectively. During the three and six months period ended June 30, 2015 , 0 RSUs were forfeited. For both the three and six months period ended June 30, 2015 , 14,961 stock options were vested. During the three and six months period ended June 30, 2015 , 0 stock options were forfeited. During the three and six months ended June 30, 2015 , the Company recognized $610,000 and $1.2 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 six months ended June 30, 2014 , the Company recognized $1.1 million and $2.1 million of stock based compensation expense, respectively. The following table summarizes the Options activity for the six months ended June 30, 2015 : Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)(1) Outstanding at December 31, 2014 149,605 16.20 9.16 — Options granted 71,429 $ 8.97 2.82 — Options vested (14,961 ) — — — Options exercised — — — — Options forfeited — — — — Outstanding at June 30, 2015 206,073 $ 13.73 6.63 — (1) The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying stock exceeds the exercise price of the Option. The fair value of the Company’s Class A common stock as of June 30, 2015 was $7.58 per share. The Company used the Black-Scholes option pricing model to determine the fair value of stock options. The assumptions used to estimate the fair value of Options during the three month period ended June 30, 2015 were as follows: Expected term 7 years Expected volatility % 34.16 % Risk free interest rate % 1.82 % Dividend yield % — Options vested and exercisable as of June 30, 2015 were 14,961 . The following table summarizes the RSU activity for the six months ended June 30, 2015 : Shares Weighted Average Grant Date Fair Value (per share) Non-vested at December 31, 2014 190,440 $15.31 Granted 1,237 $7.98 Vested (13,480 ) Forfeited — Non-vested at June 30, 2015 178,197 $14.70 Unrecognized compensation cost for RSUs and Options issued under the LTIP was $1.4 million (net of estimated forfeitures) as of June 30, 2015 ; approximately $629,000 of the unrecognized compensation costs related to RSUs and $777,000 related to stock options. The expense is expected to be recognized over a weighted average period of 2.2 years for the RSUs and 2.7 years for the Options. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lawsuits, claims and proceedings have been or may be instituted or asserted against the Company in the normal course of business, including actions brought on behalf of various classes of claimants. The Company is also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices and environmental protection. As a result, the Company is subject to periodic examinations or inquiries by agencies administering these laws and regulations. The Company records a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. The accrual for these matters is based on facts and circumstances specific to each matter and the Company revises these estimates when necessary. In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, the Company generally cannot predict their ultimate resolution, related timing or any eventual loss. If the evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, disclosure of the nature with an estimate of possible range of losses or a statement that such loss is not reasonably estimable is made. The Company is not involved in any material litigation nor, to the Company's knowledge, is any material litigation threatened against it. At June 30, 2015 and December 31, 2014 , the Company did not have any accruals for asserted or unasserted matters. The Company is evaluating the impact of recent regulatory action under the federal Endangered Species Act on a project that we are developing in Washington State. Recent regulatory action involving the listing of a certain species of gopher as “threatened” under the federal Endangered Species Act may adversely affect this project, for example by imposing new restrictions and requirements on our activities there and possibly delaying, halting or limiting, our development activities. However, an estimate of the amount of impact cannot be made as there is not enough information to do so due to the lack of clarity regarding any restrictions that may be imposed on our development activities or other remedial measures that we may be required to make. Accordingly, no liability has been recorded at June 30, 2015 . 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 June 30, 2015 and December 31, 2014 , the Company had outstanding surety bonds totaling $49.4 million and $38.0 million , respectively. In the event that any such surety bond issued by a third party is called because the required improvements are not completed, the Company could be obligated to reimburse the issuer of the bond. The Company leases some of its offices under non-cancellable operating leases that expire at various dates through 2019. Rent expense for the periods ended June 30, 2015 and 2014 was approximately $628,000 and $539,000 , respectively. Future minimum payments under all operating leases for the years ending December 31 are as follows (in thousands): 2015 $ 544 2016 942 2017 945 2018 883 2019 359 Thereafter 159 Total $ 3,832 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates in three segments: homebuilding, which is further segmented into West and Southeast regions as well as a land development segment. Segment State Homebuilding West California, Washington Southeast North Carolina, South Carolina, Tennessee Land development California, Washington, North Carolina, South Carolina, Tennessee Each reportable segment includes real estate of similar economic characteristics, including similar historical and expected future long-term gross margin percentages, product types, geography, production processes and methods of distribution. The reportable segments follow the same accounting policies as the 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 is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Revenues Gross Margin Revenues Gross Margin Revenues Gross Margin Revenues Gross Margin Homebuilding West $ 35,746 $ 6,299 $ 41,306 $ 7,423 $ 68,974 $ 12,111 $ 66,752 $ 12,069 Southeast 15,039 2,366 8,704 1,511 24,447 3,571 8,704 1,511 Homebuilding 50,785 8,665 50,010 8,934 93,421 15,682 75,456 13,580 Land development (a) 1,920 377 12,075 2,834 2,040 492 12,249 2,862 Corporate and unallocated (b) 2,021 279 1,518 189 2,788 384 1,518 189 Total $ 54,726 $ 9,321 $ 63,603 $ 11,957 $ 98,249 $ 16,558 $ 89,223 $ 16,631 (a) Land development operations for all the periods presented were in the West region. (b) Corporate and unallocated includes revenues from construction management services which relate to our Citizens Acquisition and is not attributable to the homebuilding and land development operations. The Company evaluates the performance of the operating segments based upon gross margin. “Gross Margin” is defined as operating revenues 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 all segments. Corporate expenses are not particularly identifiable to any one segment. Reconciliation to net income (loss) is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Gross margin $ 9,321 $ 11,957 $ 16,558 $ 16,631 Sales and marketing 4,357 3,765 8,553 6,321 General and administrative 6,453 6,909 13,772 13,180 Income (loss) from operations (1,489 ) 1,283 (5,767 ) (2,870 ) Other income, net 30 13 131 86 Net income (loss) $ (1,459 ) $ 1,296 $ (5,636 ) $ (2,784 ) Total assets for each of our reportable and geographic segments at June 30, 2015 and December 31, 2014 , are shown in the table below (in thousands): June 30, 2015 December 31, 2014 Homebuilding West $ 236,396 $ 218,902 Southeast 50,414 47,004 Homebuilding 286,810 265,906 Land development (c) 62,740 55,787 Corporate and unallocated (d) 52,004 55,758 Total $ 401,554 $ 377,451 (c) Land development operations for all the periods presented were in the West region. (d) Corporate and unallocated assets primarily include cash and cash equivalents which are maintained centrally and used according to the cash flow requirements of all reportable segments. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling interest As of the June 30, 2015 , the Company holds a 42.8% economic interest in UCP, LLC and is its sole managing member; UCP, LLC is fully consolidated. In accordance with applicable accounting guidance, these transactions are accounted for at historical cost. The beginning and ending balance at June 30, 2015 of the noncontrolling interest was calculated as follows (in thousands): Beginning balance of noncontrolling interest at December 31, 2014 $ 124,012 Loss attributable to noncontrolling interest (3,128 ) Stock-based compensation attributable to noncontrolling interest 711 Stock issuance attributable to noncontrolling interest (13 ) Distribution to noncontrolling interest (981 ) Ending balance of noncontrolling interest at June 30, 2015 $ 120,601 |
Organization, Basis of Presen19
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014 , which are included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 16, 2015 . 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. 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. The Company could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the July 23, 2013 completion of its IPO, although a variety of circumstances can cause it to lose its status earlier. |
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 June 30, 2015 and December 31, 2014 , it is reasonably possible that actual results could differ from the estimates upon which the carrying values were based. |
Segment Reporting | Segment Reporting: As a result of Citizens Acquisition in April 2014, the Company evaluated the ongoing management of its homebuilding and land development operations. Based on this evaluation, the Company has segmented its operating activities into two geographical regions and currently has homebuilding reportable segments in the West and Southeast and a land development reportable segment in the West. As such all segment information for the three and six months ended June 30, 2014 has been reclassified and is shown under the West homebuilding and land development reportable segments. In accordance with the applicable accounting guidance, the Company considered similar economic and other characteristics, including geography, 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 segme |
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. Applicable costs incurred after development or construction is substantially complete are charged to sales and marketing or general and administrative, as appropriate. Pre-acquisition costs, including non-refundable land deposits, are expensed to cost of sales when the Company determines continuation of the related project is not probable. Land, development and other common costs are typically allocated to real estate inventories using the relative-sales-value method. Direct home construction costs are recorded using the specific identification method. Cost of sales-homebuilding includes the allocation of construction costs of each home and all applicable land acquisition, real estate development, capitalized interest, and related common costs based upon the relative-sales-value of the home. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated on a relative-sales-value method to remaining homes in the community. Cost of sales-land development includes land acquisition and development costs, capitalized interest, impairment charges, abandonment charges for projects that are no longer economically viable, and real estate taxes. Abandonment charges during the three months ended June 30, 2015 and 2014 were $0 and $140,000 , respectively, and were $2,000 and $173,000 during the six months ended June 30, 2015 and 2014 , respectively. Abandonment charges are included in cost of sales in the accompanying condensed consolidated statement of operations and comprehensive income (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. Completed homes are included in real estate inventories in the accompanying consolidated balance sheets at the lower of cost or market value. |
Impairment of Real Estate Inventories | Impairment of Real Estate Inventories: The Company evaluates an impairment loss when conditions exist where the carrying amount of real estate is not fully recoverable and exceeds its fair value. 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. The Company prepares and analyzes cash flows at the lowest level for which there are identifiable cash flows that are independent of the cash flows of other groups of assets, which we have determined as the community level. If events or circumstances indicate that the carrying amount may be 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 for the period. No such losses were recorded during the three and six months ended June 30, 2015 and 2014 . 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 its 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. |
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 in the accompanying condensed consolidated statement of operations and comprehensive loss. |
Receivables | Receivables: Receivables include amounts due from buyers of homes sold 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 any 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, 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 in the consolidated statement of operations and comprehensive income or loss. 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 in the consolidated statement of operations and comprehensive income or loss. |
Stock-Based Compensation | Stock-Based Compensation: Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the period in which the awards vest in accordance with applicable guidance under ASC 718. |
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, the Company would 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 taxes, 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 sufficient 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 carry-forward periods available to the Company for tax reporting purposes and availability of tax planning strategies. These assumptions require significant judgment about future events. These judgments are consistent with the plans and estimates that 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 of the Company and its predecessor. As a result of the analysis of all available evidence as of June 30, 2015 and December 31, 2014 , 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 six month period ended June 30, 2015 or for the comparable periods in 2014 . If the Company’s assumptions change and the Company believes that it will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recognized as a reduction of future 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 impact on the Company’s 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. In July 2015, the FASB approved a one year deferral for ASU 2014-09, which is effective for the Company for annual reporting periods beginning after December 15, 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. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on its consolidated financial statements and disclosures. In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , which eliminates the concept of extraordinary items from GAAP. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for the Company for periods beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year adoption. The adoption of ASU 2015-01 is not expected to have a material impact on the Company’s future condensed consolidated financial statements or disclosures In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which simplifies consolidation accounting. In addition to reducing the number of consolidation models, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reduces the frequency of application of related party guidance and changes the consolidation conclusions for public and private companies that make use of limited partnerships or variable interest entities. ASU 2015-02 is effective for the Company for periods beginning after December 15, 2015. Early adoption is permitted including adoption in an interim period. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which simplifies the presentation of debt issuance costs in the financial statements. Under ASU 2015-03, issue costs shall be reported in the balance sheet as a direct deduction from the related debt liability and the amortization of the debt issue costs shall be reported as interest expense. ASU 2015-03 is effective for the Company for periods beginning after December 15, 2015. The Company is currently evaluating the impact the adoption of ASU 2015-03 will have on its future consolidated financial statements and disclosures. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), as part of its simplification initiative. Under the ASU, inventory is measured at the “lower of cost and net realizable value,” which would eliminate two other options that currently exist for “market.” No other changes were made under the current guidance on inventory measurement. ASU 2015-11 is effective for the Company for interim and annual periods beginning December 15, 2016. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the method and impact the adoption of ASU 2015-11 will have on its future consolidated financial statements and disclosures. |
Organization, Basis of Presen20
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of other assets | The detail of other assets is set forth below (in thousands): June 30, 2015 December 31, 2014 Customer deposits in escrow $ 1,626 $ 503 Prepaid expenses 2,492 3,129 Other deposits 321 336 Other 1,827 1,836 Total $ 6,266 $ 5,804 |
Schedule of warranty reserves | A summary of changes in warranty reserves are detailed in the table set forth below (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Warranty reserves, beginning of period $ 1,774 $ 694 $ 1,509 $ 608 Warranty reserves accrued 382 361 675 491 Warranty expenditures (7 ) (31 ) (35 ) (75 ) Warranty reserves, end of period $ 2,149 $ 1,024 $ 2,149 $ 1,024 |
Loss per share (Tables)
Loss per share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings (Loss) Per Share | Basic and diluted net loss per share of Class A common stock for the three and six months ended June 30, 2015 have been computed as follows (in thousands, except share and per share amounts): Three months ended June 30, 2015 Three months ended June, 30, 2014 Six months ended June 30, 2015 Six months ended June 30, 2014 Numerator Net income (loss) attributable to shareholders of UCP, Inc. $ (668 ) $ 179 $ (2,508 ) $ (2,317 ) Denominator Weighted average shares of Class A common stock outstanding - basic 7,932,037 7,835,562 7,927,708 7,827,999 Effect of dilutive securities: Restricted stock units — 87,082 — — Stock options — — — — Total shares for purpose of calculating diluted net income (loss) per share 7,932,037 7,922,644 7,927,708 7,827,999 Earnings (loss) per share: Net income (loss) per share of Class A common stock - basic $ (0.08 ) $ 0.02 $ (0.32 ) $ (0.30 ) Net income (loss) per share of Class A common stock - diluted $ (0.08 ) $ 0.02 $ (0.32 ) $ (0.30 ) |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of real estate inventory | Real estate inventories consisted of the following (in thousands): June 30, 2015 December 31, 2014 Deposits and pre-acquisition costs $ 3,586 $ 2,955 Land held and land under development 236,123 235,809 Homes completed or under construction 90,715 70,804 Model homes 19,126 12,125 Total $ 349,550 $ 321,693 |
Schedule of interest capitalization | Amounts capitalized to home inventory and land inventory were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Interest expense capitalized as cost of home inventory $ 2,280 $ 412 $ 4,435 $ 760 Interest expense capitalized as cost of land inventory 518 55 992 117 Total interest expense capitalized 2,798 467 5,427 877 Previously capitalized interest expense included in cost of sales - homebuilding (1,000 ) (1,035 ) (1,924 ) (1,473 ) Previously capitalized interest expense included in cost of sales - land development (49 ) (3 ) (49 ) (3 ) Net activity of capitalized interest 1,749 (571 ) 3,454 (599 ) Capitalized interest expense in beginning inventory 9,004 6,310 7,299 6,338 Capitalized interest expense in ending inventory $ 10,753 $ 5,739 $ 10,753 $ 5,739 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Fixed assets consisted of the following (in thousands): June 30, 2015 December 31, 2014 Computer hardware and software $ 1,906 $ 1,698 Office furniture, equipment and leasehold improvements 819 763 Vehicles 83 79 Total 2,808 2,540 Accumulated depreciation (1,256 ) (969 ) Fixed assets, net $ 1,552 $ 1,571 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The change in estimated fair value of the contingent consideration consisted of the following (in thousands): Contingent Consideration Initial fair value, April 10, 2014 $ 4,644 Balance at June 30, 2014 $ 4,644 Contingent Consideration Balance at December 31, 2014 $ 3,525 Change in fair value 212 Balance at June 30, 2015 $ 3,737 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Other purchased intangible assets consisted of the following (in thousands): June 30, 2015 December 31, 2014 Beginning Balance Accumulated Amortization(Use) Ending Balance Beginning Balance Accumulated Amortization (Use) Ending Balance Architectural plans $ 170 $ (43 ) $ 127 $ 170 $ (26 ) $ 144 Land option 583 (224 ) 359 583 (141 ) 442 Trademarks and trade names 110 (110 ) — 110 (110 ) — $ 863 $ (377 ) $ 486 $ 863 $ (277 ) $ 586 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future estimated amortization expense related to the architectural plans intangibles over the next five years is as follows (in thousands): December 31, 2015 $ 17 2016 34 2017 34 2018 34 2019 8 Total $ 127 |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following (in thousands): June 30, 2015 December 31, 2014 Accrued expenses $ 16,041 $ 22,281 Contingent consideration 3,737 3,525 Accounts payable 12,780 1,975 Accrued payroll liabilities 1,520 1,443 Warranty reserves (Note 1) 2,149 1,509 Total $ 36,227 $ 30,733 |
Notes Payable and Senior Notes
Notes Payable and Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Notes payable and Senior notes consisted of the following (in thousands): June 30, 2015 December 31, 2014 Variable Interest Rate: Interest rate of 3.94% to 4.19%, payments due through 2015 17,462 20,156 Interest rates of 3.18% to 3.94%, payments due through 2016 40,985 25,239 Interest rate of 3.66% to 3.94%, payments due through 2017 20,105 6,984 Interest rate of 5%, payments due through 2015 2,476 3,990 Interest rate of 5.5%, payments due through 2016 233 966 Fixed Interest Rate: Interest rate of 5%, payments due through 2015 1,962 1,962 Interest rate of 10%, payments due through 2017 1,604 1,604 Total notes payable 84,827 60,901 Senior notes, net 74,630 74,550 Total notes payable and senior notes $ 159,457 $ 135,451 |
Schedule of future minimum payments | At June 30, 2015 , principal maturities of notes payable and senior notes for the years ending December 31 are as follows (in thousands): 2015 $ 21,900 2016 41,217 2017 96,340 Thereafter — Total $ 159,457 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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): June 30, 2015 December 31, 2014 Carrying Value Estimated Fair Carrying Value Estimated Fair Notes Payable $ 84,827 $ 87,315 $ 60,901 $ 62,976 Senior Notes 74,630 84,750 74,550 87,167 Total Debt $ 159,457 $ 172,065 $ 135,451 $ 150,143 |
Stock-Based Compensation - (Tab
Stock-Based Compensation - (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Valuation Assumptions | The Company used the Black-Scholes option pricing model to determine the fair value of stock options. The assumptions used to estimate the fair value of Options during the three month period ended June 30, 2015 were as follows: Expected term 7 years Expected volatility % 34.16 % Risk free interest rate % 1.82 % Dividend yield % — |
Stock options | |
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 six months ended June 30, 2015 : Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)(1) Outstanding at December 31, 2014 149,605 16.20 9.16 — Options granted 71,429 $ 8.97 2.82 — Options vested (14,961 ) — — — Options exercised — — — — Options forfeited — — — — Outstanding at June 30, 2015 206,073 $ 13.73 6.63 — (1) The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying stock exceeds the exercise price of the Option. The fair value of the Company’s Class A common stock as of June 30, 2015 was $7.58 per share. |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of share-based activity | The following table summarizes the RSU activity for the six months ended June 30, 2015 : Shares Weighted Average Grant Date Fair Value (per share) Non-vested at December 31, 2014 190,440 $15.31 Granted 1,237 $7.98 Vested (13,480 ) Forfeited — Non-vested at June 30, 2015 178,197 $14.70 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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): 2015 $ 544 2016 942 2017 945 2018 883 2019 359 Thereafter 159 Total $ 3,832 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of financial information relating to segments | Financial information relating to reportable segments is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Revenues Gross Margin Revenues Gross Margin Revenues Gross Margin Revenues Gross Margin Homebuilding West $ 35,746 $ 6,299 $ 41,306 $ 7,423 $ 68,974 $ 12,111 $ 66,752 $ 12,069 Southeast 15,039 2,366 8,704 1,511 24,447 3,571 8,704 1,511 Homebuilding 50,785 8,665 50,010 8,934 93,421 15,682 75,456 13,580 Land development (a) 1,920 377 12,075 2,834 2,040 492 12,249 2,862 Corporate and unallocated (b) 2,021 279 1,518 189 2,788 384 1,518 189 Total $ 54,726 $ 9,321 $ 63,603 $ 11,957 $ 98,249 $ 16,558 $ 89,223 $ 16,631 (a) Land development operations for all the periods presented were in the West region. (b) Corporate and unallocated includes revenues from construction management services which relate to our Citizens Acquisition and is not attributable to the homebuilding and land development operations. Reconciliation to net income (loss) is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 Gross margin $ 9,321 $ 11,957 $ 16,558 $ 16,631 Sales and marketing 4,357 3,765 8,553 6,321 General and administrative 6,453 6,909 13,772 13,180 Income (loss) from operations (1,489 ) 1,283 (5,767 ) (2,870 ) Other income, net 30 13 131 86 Net income (loss) $ (1,459 ) $ 1,296 $ (5,636 ) $ (2,784 ) Total assets for each of our reportable and geographic segments at June 30, 2015 and December 31, 2014 , are shown in the table below (in thousands): June 30, 2015 December 31, 2014 Homebuilding West $ 236,396 $ 218,902 Southeast 50,414 47,004 Homebuilding 286,810 265,906 Land development (c) 62,740 55,787 Corporate and unallocated (d) 52,004 55,758 Total $ 401,554 $ 377,451 (c) Land development operations for all the periods presented were in the West region. (d) Corporate and unallocated assets primarily include cash and cash equivalents which are maintained centrally and used according to the cash flow requirements of all reportable segments. |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | The beginning and ending balance at June 30, 2015 of the noncontrolling interest was calculated as follows (in thousands): Beginning balance of noncontrolling interest at December 31, 2014 $ 124,012 Loss attributable to noncontrolling interest (3,128 ) Stock-based compensation attributable to noncontrolling interest 711 Stock issuance attributable to noncontrolling interest (13 ) Distribution to noncontrolling interest (981 ) Ending balance of noncontrolling interest at June 30, 2015 $ 120,601 |
Organization, Basis of Presen32
Organization, Basis of Presentation and Summary of Significant Accounting Policies - (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)directorregion | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Apr. 10, 2014USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Economic interest percentage | 57.20% | 57.20% | ||||
Number of reportable segments | region | 2 | |||||
Restricted cash | $ 250 | $ 250 | $ 250 | |||
Abandonment charges | 0 | $ 140 | 2 | $ 173 | ||
Fair value adjustment of contingent consideration | (212) | 0 | ||||
Contingent consideration | $ 3,737 | $ 3,737 | 3,525 | |||
UCP LLC | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Economic interest percentage | 42.80% | 42.80% | ||||
Citizens Homes, Inc. | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Fair value adjustment of contingent consideration | $ 8 | $ (212) | ||||
Contingent consideration | 3,737 | $ 4,644 | $ 3,737 | $ 4,644 | 3,525 | $ 4,644 |
Weighted average amortization period of intangible assets (duration) | 5 years | |||||
Computer hardware and software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Fixed asset useful life | 3 years | |||||
Furniture and Fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Fixed asset useful life | 7 years | |||||
Vehicles | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Fixed asset useful life | 5 years | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Weighted average amortization period of intangible assets (duration) | 6 months | |||||
Minimum | Leasehold Improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Fixed asset useful life | 1 year | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Weighted average amortization period of intangible assets (duration) | 5 years | |||||
Maximum | Leasehold Improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Fixed asset useful life | 3 years | |||||
Majority Shareholder | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Due to related parties | $ 186 | $ 186 | $ 757 | |||
Affiliated Entity | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of board members | director | 2 | |||||
Minimum voting interests required | 25.00% | |||||
Right to cash savings on income tax | 85.00% |
Organization, Basis of Presen33
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Customer deposits in escrow | $ 1,626 | $ 503 |
Prepaid expenses | 2,492 | 3,129 |
Other Deposits | 321 | 336 |
Other | 1,827 | 1,836 |
Total | $ 6,266 | $ 5,804 |
Organization, Basis of Presen34
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Warranty Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||||
Warranty reserves, beginning of period | $ 1,774 | $ 694 | $ 1,509 | $ 608 |
Warranty reserves accrued | 382 | 361 | 675 | 491 |
Warranty expenditures | (7) | (31) | (35) | (75) |
Warranty reserves, end of period | $ 2,149 | $ 1,024 | $ 2,149 | $ 1,024 |
Loss per share - (Details)
Loss per share - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator | ||||
Net income (loss) attributable to shareholders of UCP, Inc. | $ (668) | $ 179 | $ (2,508) | $ (2,317) |
Denominator | ||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 7,932,037 | 7,835,562 | 7,927,708 | 7,827,999 |
Effect of dilutive securities: | ||||
Total shares for purpose of calculating diluted net income (loss) per share (in shares) | 7,932,037 | 7,922,644 | 7,927,708 | 7,827,999 |
Earnings (loss) per share: | ||||
Net income (loss) per share of Class A common stock - basic ($ per share) | $ (0.08) | $ 0.02 | $ (0.32) | $ (0.30) |
Net income (loss) per share of Class A common stock - diluted ($ per share) | $ (0.08) | $ 0.02 | $ (0.32) | $ (0.30) |
Restricted stock units | ||||
Effect of dilutive securities: | ||||
Incremental shares attributable to dilutive securities (in shares) | 0 | 87,082 | 0 | 0 |
Stock options | ||||
Effect of dilutive securities: | ||||
Incremental shares attributable to dilutive securities (in shares) | 0 | 0 | 0 | 0 |
Real Estate Inventories - Real
Real Estate Inventories - Real Estate Inventory (Details) $ in Thousands | Jun. 30, 2015USD ($)lot | Dec. 31, 2014USD ($)lot |
Real Estate [Abstract] | ||
Deposits and pre-acquisition costs | $ 3,586 | $ 2,955 |
Land held and land under development | 236,123 | 235,809 |
Homes completed or under construction | 90,715 | 70,804 |
Model homes | 19,126 | 12,125 |
Total Inventory | 349,550 | 321,693 |
Deposits on land purchase contracts | $ 4,500 | $ 2,400 |
Number of land purchase contracts | lot | 1,405 | 925 |
Aggregate land purchase contracts, net | $ 75,400 | $ 49,600 |
Inventory held for sale | $ 32,000 | $ 28,800 |
Real Estate Inventories - Inter
Real Estate Inventories - Interest Capitalization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Real Estate Inventory, Capitalized Interest Costs [Roll Forward] | ||||
Interest expense capitalized as cost of home inventory | $ 2,280 | $ 412 | $ 4,435 | $ 760 |
Interest expense capitalized as cost of land inventory | 518 | 55 | 992 | 117 |
Total interest expense capitalized | 2,798 | 467 | 5,427 | 877 |
Previously capitalized interest expense included in cost of sales - homebuilding | (1,000) | (1,035) | (1,924) | (1,473) |
Previously capitalized interest expense included in cost of sales - land development | (49) | (3) | (49) | (3) |
Net activity of capitalized interest | 1,749 | (571) | 3,454 | (599) |
Capitalized interest expense in beginning inventory | 9,004 | 6,310 | 7,299 | 6,338 |
Capitalized interest expense in ending inventory | $ 10,753 | $ 5,739 | $ 10,753 | $ 5,739 |
Fixed Assets, Net - (Details)
Fixed Assets, Net - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Fixed assets, gross | $ 2,808 | $ 2,808 | $ 2,540 | ||
Accumulated depreciation | (1,256) | (1,256) | (969) | ||
Fixed assets, net | 1,552 | 1,552 | 1,571 | ||
Depreciation | 147 | $ 97 | 287 | $ 184 | |
Computer hardware and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Fixed assets, gross | 1,906 | 1,906 | 1,698 | ||
Office furniture, equipment and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Fixed assets, gross | 819 | 819 | 763 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Fixed assets, gross | $ 83 | $ 83 | $ 79 |
Business Combination (Details)
Business Combination (Details) - USD ($) | Apr. 10, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Contingent consideration | $ 3,737,000 | $ 3,737,000 | $ 3,525,000 | |||
Change in fair value | 212,000 | $ 0 | ||||
Exercise of land purchase options acquired with acquisition of business | $ 83,000 | 141,000 | ||||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average amortization period of intangible assets (duration) | 6 months | |||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average amortization period of intangible assets (duration) | 5 years | |||||
Citizens Homes, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration, maximum | $ 6,000,000 | 6,000,000 | $ 6,000,000 | |||
Contingent consideration | $ 4,644,000 | 3,737,000 | $ 4,644,000 | $ 3,737,000 | 4,644,000 | $ 3,525,000 |
Period for evaluation of achievement of performance milestones | 5 years | 5 years | ||||
Contingent consideration, minimum | $ 0 | |||||
Change in fair value | (8,000) | $ 212,000 | ||||
Weighted average amortization period of intangible assets (duration) | 5 years | |||||
Citizens Homes, Inc. | Trademarks and trade names | ||||||
Business Acquisition [Line Items] | ||||||
Amortization of intangibles | 8,500,000 | 84,000,000 | $ 17,000,000 | 84,000 | ||
Citizens Homes, Inc. | Land option | ||||||
Business Acquisition [Line Items] | ||||||
Exercise of land purchase options acquired with acquisition of business | $ 10,000,000 | $ 141,000,000 | $ 83,000,000 | $ 0 | ||
Citizens Homes, Inc. | Contingent Consideration Liability | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate (percentage) | 12.70% | |||||
Volatility rate (percentage) | 22.30% | |||||
Credit spread (percentage) | 9.17% | |||||
Citizens Homes, Inc. | Contingent Consideration Liability | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate (percentage) | 12.50% | |||||
Citizens Homes, Inc. | Contingent Consideration Liability | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Discount rate (percentage) | 13.50% |
Business Combination - Value of
Business Combination - Value of Consideration Transferred (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Combination, Contingent Consideration, Change [Roll Forward] | |||
Beginning balance | $ 3,525 | ||
Change in fair value | 212 | $ 0 | |
Ending balance | $ 3,737 | 3,737 | |
Citizens Homes, Inc. | |||
Business Combination, Contingent Consideration, Change [Roll Forward] | |||
Beginning balance | 3,525 | ||
Change in fair value | (8) | 212 | |
Ending balance | $ 3,737 | $ 3,737 | $ 4,644 |
Business Combination - Intangib
Business Combination - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
Ending Balance | $ 486 | $ 586 |
Citizens Homes, Inc. | ||
Business Acquisition [Line Items] | ||
Beginning Balance | 863 | 863 |
Accumulated Amortization(Use) | (377) | (277) |
Ending Balance | 486 | 586 |
Architectural plans | Citizens Homes, Inc. | ||
Business Acquisition [Line Items] | ||
Beginning Balance | 170 | 170 |
Accumulated Amortization(Use) | (43) | (26) |
Ending Balance | 127 | 144 |
Land option | Citizens Homes, Inc. | ||
Business Acquisition [Line Items] | ||
Beginning Balance | 583 | 583 |
Accumulated Amortization(Use) | (224) | (141) |
Ending Balance | 359 | 442 |
Trademarks and trade names | Citizens Homes, Inc. | ||
Business Acquisition [Line Items] | ||
Beginning Balance | 110 | 110 |
Accumulated Amortization(Use) | (110) | (110) |
Ending Balance | $ 0 | $ 0 |
Business Combination - Future A
Business Combination - Future Amortization Expense (Details) - Citizens Homes, Inc. $ in Thousands | Jun. 30, 2015USD ($) |
Business Acquisition [Line Items] | |
2,015 | $ 17 |
2,016 | 34 |
2,017 | 34 |
2,018 | 34 |
2,019 | 8 |
Total | $ 127 |
Accounts Payable and Accrued 43
Accounts Payable and Accrued Liabilities - (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||||||
Accrued expenses | $ 16,041 | $ 22,281 | ||||
Contingent consideration | 3,737 | 3,525 | ||||
Accounts payable | 12,780 | 1,975 | ||||
Accrued payroll liabilities | 1,520 | 1,443 | ||||
Warranty reserves | 2,149 | $ 1,774 | 1,509 | $ 1,024 | $ 694 | $ 608 |
Total | $ 36,227 | $ 30,733 |
Notes Payable and Senior Note44
Notes Payable and Senior Notes (Details) - USD ($) | Oct. 21, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Aggregate loan commitments | $ 172,500,000 | ||
Unused loan commitments | $ 86,100,000 | ||
Weighted average interest rate | 6.12% | 6.56% | |
Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.75% | ||
Senior Notes | Eight and a Half Percent Senior Notes Due in 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.50% | ||
Debt Instrument, Face Amount | $ 75,000,000 | ||
Proceeds from Issuance of Debt | $ 72,500,000 | ||
Minimum | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.25% |
Notes Payable and Senior Note45
Notes Payable and Senior Notes - Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Debt | $ 159,457 | $ 135,451 |
Notes Payable | Interest rate of 3.94% to 4.19%, payments due through 2015 | ||
Debt Instrument [Line Items] | ||
Debt | 17,462 | 20,156 |
Notes Payable | Interest rates of 3.18% to 3.94%, payments due through 2016 | ||
Debt Instrument [Line Items] | ||
Debt | 40,985 | 25,239 |
Notes Payable | Interest rate of 3.66% to 3.94%, payments due through 2017 | ||
Debt Instrument [Line Items] | ||
Debt | 20,105 | 6,984 |
Notes Payable | Interest rate of 5%, payments due through 2015 | ||
Debt Instrument [Line Items] | ||
Debt | $ 1,962 | 1,962 |
Interest rate | 5.00% | |
Notes Payable | Interest rate of 10%, payments due through 2017 | ||
Debt Instrument [Line Items] | ||
Debt | $ 1,604 | 1,604 |
Interest rate | 10.00% | |
Construction Loans | ||
Debt Instrument [Line Items] | ||
Debt | $ 84,827 | 60,901 |
Construction Loans | Interest rate of 5%, payments due through 2015 | ||
Debt Instrument [Line Items] | ||
Debt | $ 2,476 | 3,990 |
Interest rate | 5.00% | |
Construction Loans | Interest rate of 5.5%, payments due through 2016 | ||
Debt Instrument [Line Items] | ||
Debt | $ 233 | 966 |
Interest rate | 5.50% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt | $ 74,630 | $ 74,550 |
Minimum | Notes Payable | Interest rate of 3.94% to 4.19%, payments due through 2015 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.94% | |
Minimum | Notes Payable | Interest rates of 3.18% to 3.94%, payments due through 2016 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.18% | |
Minimum | Notes Payable | Interest rate of 3.66% to 3.94%, payments due through 2017 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.66% | |
Maximum | Notes Payable | Interest rate of 3.94% to 4.19%, payments due through 2015 | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.19% | |
Maximum | Notes Payable | Interest rates of 3.18% to 3.94%, payments due through 2016 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.94% | |
Maximum | Notes Payable | Interest rate of 3.66% to 3.94%, payments due through 2017 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.94% |
Notes Payable and Senior Note46
Notes Payable and Senior Notes - Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,015 | $ 21,900 | |
2,016 | 41,217 | |
2,017 | 96,340 | |
Thereafter | 0 | |
Total | $ 159,457 | $ 135,451 |
Fair Value Disclosures - (Detai
Fair Value Disclosures - (Details) - USD ($) | Apr. 10, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | $ 159,457,000 | $ 135,451,000 | ||
Contingent consideration | 3,737,000 | 3,525,000 | ||
Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 159,457,000 | 135,451,000 | ||
Estimated Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 172,065,000 | 150,143,000 | ||
Notes Payable | Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 84,827,000 | 60,901,000 | ||
Notes Payable | Estimated Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 87,315,000 | 62,976,000 | ||
Senior Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 74,630,000 | 74,550,000 | ||
Senior Notes | Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 74,630,000 | 74,550,000 | ||
Senior Notes | Estimated Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 84,750,000 | 87,167,000 | ||
Citizens Homes, Inc. | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Contingent consideration, maximum | $ 6,000,000 | $ 6,000,000 | ||
Period for evaluation of achievement of performance milestones | 5 years | 5 years | ||
Contingent consideration | $ 4,644,000 | $ 3,737,000 | $ 3,525,000 | $ 4,644,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Feb. 26, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | 1,235,203 | 1,235,203 | |||
Granted (in shares) | 166,081 | 71,429 | 71,429 | ||
Forfeitures (in shares) | 0 | 0 | |||
Vested and exercisable (shares) | 14,961 | 14,961 | |||
Unrecognized compensation costs | $ 1,400 | $ 1,400 | |||
General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation | 610 | $ 1,100 | $ 1,200 | $ 2,100 | |
First anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting, percentage | 10.00% | ||||
Second anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting, percentage | 20.00% | ||||
Third anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting, percentage | 30.00% | ||||
Fourth anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting, percentage | 40.00% | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | (14,961) | ||||
Unrecognized compensation costs | $ 777 | $ 777 | |||
Unrecognized compensation costs, period for recognition | 2 years 7 months 28 days | ||||
Stock options | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares that may be issued (in shares) | 1,834,300 | 1,834,300 | |||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 58,334 | 1,237 | 1,237 | ||
Vested (in shares) | 8,227 | 13,480 | |||
Forfeitures (in shares) | 0 | 0 | |||
Unrecognized compensation costs | $ 629 | $ 629 | |||
Unrecognized compensation costs, period for recognition | 2 years 2 months 5 days | ||||
Restricted stock units | First anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting, percentage | 33.00% | ||||
Restricted stock units | Second anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting, percentage | 33.00% | ||||
Restricted stock units | Third anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting, percentage | 33.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of share-based activity (Details) - $ / shares | Feb. 26, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Options Activity: (in shares) | ||||
Outstanding at December 31, 2014 | 149,605 | |||
Options granted | 166,081 | 71,429 | 71,429 | |
Options forfeited | 0 | 0 | ||
Outstanding at June 30, 2015 | 206,073 | 206,073 | 149,605 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Exercise Price Rollforward | ||||
Beginning balance weighted average exercise (usd per share) | $ 16 | |||
Options granted, weighted average exercise price (usd per share) | 8.97 | |||
Ending balance weighted average exercise (usd per share) | $ 13.73 | $ 13.73 | $ 16 | |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 6 years 7 months 17 days | 9 years 1 month 28 days | ||
Weighted Average Remaining Contractual Term, Granted | 2 years 9 months 25 days | |||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 6 years 7 months 17 days | 9 years 1 month 28 days | ||
Share Price (in dollars per share) | $ 7.58 | $ 7.58 | ||
Stock options | ||||
Options Activity: (in shares) | ||||
Options vested | (14,961) | |||
Restricted stock units | ||||
RSUs Shares Activity: (in shares) | ||||
Non-vested at December 31, 2014 | 190,440 | |||
Granted | 58,334 | 1,237 | 1,237 | |
Vested | (8,227) | (13,480) | ||
Forfeited | 0 | 0 | ||
Non-vested at June 30, 2015 | 178,197 | 178,197 | 190,440 | |
Weighted Average Grant Date Fair Value (per share) | ||||
Non-vested at December 31, 2014 | $ 15.31 | |||
Granted | 7.98 | |||
Non-vested at June 30, 2015 | $ 14.70 | $ 14.70 | $ 15.31 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuations Assumptions (Details) - 6 months ended Jun. 30, 2015 | Total |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Expected term | 7 years |
Expected volatility % | 34.16% |
Risk free interest rate % | 1.82% |
Dividend yield % | 0.00% |
Commitments and Contingencies -
Commitments and Contingencies - (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||
Rent expense | $ 628 | $ 539 | |
Surety Bond | |||
Loss Contingencies [Line Items] | |||
Surety bonds | $ 49,400 | $ 38,000 |
Commitments and Contingencies52
Commitments and Contingencies - Future Minimum Payments, Operating Leases (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 544 |
2,016 | 942 |
2,017 | 945 |
2,018 | 883 |
2,019 | 359 |
Thereafter | 159 |
Total | $ 3,832 |
Segment Information - (Details)
Segment Information - (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)region | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | region | 3 | ||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 54,726 | $ 63,603 | $ 98,249 | $ 89,223 | |
Gross Margin | 9,321 | 11,957 | 16,558 | 16,631 | |
Sales and marketing | 4,357 | 3,765 | 8,553 | 6,321 | |
General and administrative | 6,453 | 6,909 | 13,772 | 13,180 | |
Loss from operations | (1,489) | 1,283 | (5,767) | (2,870) | |
Other income, net | 30 | 13 | 131 | 86 | |
Net loss before income taxes | (1,459) | 1,296 | (5,636) | (2,784) | |
Assets | 401,554 | 401,554 | $ 377,451 | ||
Homebuilding | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 50,785 | 50,010 | 93,421 | 75,456 | |
Gross Margin | 8,665 | 8,934 | 15,682 | 13,580 | |
Assets | 286,810 | 286,810 | 265,906 | ||
Land Development | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,920 | 12,075 | 2,040 | 12,249 | |
Gross Margin | 377 | 2,834 | 492 | 2,862 | |
Assets | 62,740 | 62,740 | 55,787 | ||
Corporate and unallocated | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 2,021 | 1,518 | 2,788 | 1,518 | |
Gross Margin | 279 | 189 | 384 | 189 | |
Assets | 52,004 | 52,004 | 55,758 | ||
West | Homebuilding | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 35,746 | 41,306 | 68,974 | 66,752 | |
Gross Margin | 6,299 | 7,423 | 12,111 | 12,069 | |
Assets | 236,396 | 236,396 | 218,902 | ||
Southeast | Homebuilding | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 15,039 | 8,704 | 24,447 | 8,704 | |
Gross Margin | 2,366 | $ 1,511 | 3,571 | $ 1,511 | |
Assets | $ 50,414 | $ 50,414 | $ 47,004 |
Noncontrolling Interest - (Deta
Noncontrolling Interest - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Noncontrolling Interest [Line Items] | ||||
Voting interest not controlled by parent | 42.80% | 42.80% | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Carrying value of noncontrolling interest at December 31, 2014 | $ 124,012 | |||
Net loss attributable to noncontrolling interest | $ (791) | $ 1,117 | (3,128) | $ (467) |
Distribution to noncontrolling interest | (981) | |||
Ending balance of noncontrolling interest at June 30, 2015 | 120,601 | 120,601 | ||
Parent Company | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Carrying value of noncontrolling interest at December 31, 2014 | 124,012 | |||
Net loss attributable to noncontrolling interest | (3,128) | |||
Stock-based compensation attributable to noncontrolling interest | 711 | |||
Stock issuance attributable to noncontrolling interest | (13) | |||
Distribution to noncontrolling interest | (981) | |||
Ending balance of noncontrolling interest at June 30, 2015 | $ 120,601 | $ 120,601 |