Business Combinations | 9 Months Ended |
Sep. 30, 2014 |
Business Combinations [Abstract] | ' |
Business Combinations | ' |
10. Business Combinations |
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Acquisition of Las Vegas Land Holdings, LLC |
On April 1, 2014, we purchased substantially all of the assets and operations of Las Vegas Land Holdings, LLC (“LVLH”), a homebuilder with operations in Las Vegas, Nevada, for a purchase price of approximately $165 million. The acquired assets consisted of 1,761 lots within five single-family communities in the greater Las Vegas, Nevada metropolitan area. The 1,761 lots included 57 homes in backlog, 17 model homes and three custom lots. In addition, we acquired two fully operational golf courses, three custom home lots, and two one-acre commercial plots. As the acquired assets and processes have the ability to create outputs in the form of revenue from the sale of single family residences, we concluded that the acquisition represents a business combination. We incurred $0.8 million in acquisition-related costs, which are included in other income (expense) on the consolidated statement of operations. |
The following table summarizes the preliminary amounts recognized as of the acquisition date: |
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Assets acquired and liabilities assumed | | | |
Accounts receivable | | $ | 347 |
Inventories | | | 144,531 |
Prepaid expenses and other assets | | | 2,910 |
Property and equipment | | | 8,619 |
Amortizable intangible assets | | | 3,076 |
Goodwill | | | 11,282 |
Total assets | | $ | 170,765 |
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Accounts payable | | $ | 2,074 |
Accrued expenses and other liabilities | | | 1,816 |
Notes payable and capital lease obligations | | | 1,497 |
Total liabilities | | $ | 5,387 |
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We determined the preliminary estimate of fair value for acquired inventories with the assistance of a third party appraiser primarily using a forecasted cash flow approach for the development, marketing, and sale of each community acquired. Significant assumptions included in our estimate include future per lot development costs, construction and overhead costs, mix of products sold in each community as well as average sales price, and absorption rates. |
We determined the preliminary estimate of fair value for amortizable intangible assets, which includes a non-solicitation agreement, cell phone tower leases, and home plans, with the assistance of a third party valuation firm based primarily on a replacement cost approach. Our preliminary estimates of the fair value of the non-solicitation agreement, cell phone tower leases, and homes plans was $1.4 million, $1.4 million and $0.3 million, respectively, which will be amortized over 2 years, 17 years, and 7 years, respectively. In total, amortizable intangible assets will be amortized over a weighted average life of 9.3 years. |
We determined that LVLH’s carrying costs approximated fair value for all other acquired assets and assumed liabilities. |
Goodwill includes the anticipated economic value of the acquired workforce. Approximately $10.0 million of goodwill is expected to be deductible for tax purposes. |
During the third quarter we recorded measurement period adjustments which decreased the estimated value of prepaid expenses and other assets and goodwill by $0.6 million and $2.2 million, respectively, and increased the estimated value of inventory by $2.8 million. The measurement period adjustments resulted in an increase to cost of sales for the three months ended September 30, 2014 of $0.5 million. As we have not completed our estimate of the fair value of the assets acquired and liabilities assumed, the final determinations of the values may result in adjustments to the amounts presented above and a corresponding adjustment to goodwill. |
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Acquisition of Grand View Builders |
On August 12, 2014, we purchased substantially all of the assets and operations of Grand View Builders (“Grand View”) in Houston, Texas for a purchase price of approximately $13 million and annual earnout payments based on a percentage of adjusted pre-tax income over the next two years. As the acquired assets and processes have the ability to create outputs in the form of revenue from the sale of single family residences, we concluded that the acquisition represents a business combination. We incurred $0.1 million in acquisition-related costs, which are included in other income (expense) on the consolidated statement of operations. |
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Assets acquired and liabilities assumed | | | |
Accounts receivable | | $ | 188 |
Inventories | | | 12,356 |
Prepaid expenses and other assets | | | 295 |
Property and equipment | | | 185 |
Amortizable intangible assets | | | 2,028 |
Goodwill | | | 1,489 |
Total assets | | $ | 16,541 |
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Accrued expenses and other liabilities (inclusive of earnout liability) | | $ | 3,684 |
Total liabilities | | $ | 3,684 |
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We determined the preliminary estimate of fair value for acquired inventories on a lot by lot basis primarily using a forecasted cash flow approach for the development, marketing, and sale of each lot acquired. Significant assumptions included in our estimate include future construction and overhead costs, sales price, and absorption rates. |
We determined the preliminary estimate of fair value for amortizable intangible assets, which includes a non-compete agreement, trade names, home plans, and backlog associated with certain custom home contracts, with the assistance of a third party valuation firm. Our preliminary estimate of the fair value of the non-compete agreement, trade names, home plans and backlog were $0.3 million, $1.4 million, $0.1 million, and $0.2 million respectively, which will be amortized over 2 years, 2.3 years, 7 years, and 1.5 years, respectively. In total, amortizable intangible assets will be amortized over a weighted average life of 2.4 years. |
The fair value of the earnout on the acquisition date of $2.8 million was determined with the assistance of a third party valuation firm based on probability weighting scenarios and discounting the potential payments which range from $0 to a maximum of $5.3 million. The maximum earnout amount is subject to downward reductions of up to $1.5 million based on the number of future lots acquired over the next two years in our Houston division. The earnout liability is included in accrued expenses and other liabilities on the consolidated balance sheet. |
We determined that Grand View’s carrying costs approximated fair value for all other acquired assets and assumed liabilities. |
Goodwill includes the anticipated economic value of the acquired workforce. We have not finalized the amount of goodwill that will be deductible for tax purposes. |
As we have not completed our estimate of the fair value of the assets acquired and liabilities assumed, the final determinations of the values may result in adjustments to the amounts presented above and a corresponding adjustment to goodwill. |
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