Attached files

file filename
8-K - 8-K Q3 2015 - UCP, Inc.a8-kucpq32015results.htm

EX 99.1
UCP REPORTS THIRD QUARTER 2015 RESULTS

- Reports Earnings of $0.20 Per Share in Third Quarter 2015 -
-Backlog Units More than Double to 288 Homes in Third Quarter 2015 -
-Adjusted Homebuilding Gross Margin Improves 460 basis points to 21.1% in Third Quarter 2015 -

San Jose, California, November 9, 2015. UCP, Inc. (NYSE: UCP) today announced its results of operations for the three months ended September 30, 2015.

Third Quarter 2015 Highlights Compared to Third Quarter 2014
Revenue from homebuilding operations increased 100% to $70.3 million
New homes deliveries grew 82% to 202 units
Net new home orders improved 111.8% to 216 units
Backlog on a dollar basis expanded to $121 million, compared to $38.9 million
Adjusted homebuilding gross margin of 21.1%, compared to 16.5%
Selling, general and administrative expense as a percentage of total revenue improved 450 basis points to 13.9%, compared to 18.4%
Average selling communities of 28, compared to 27

“We are extremely pleased to deliver earnings of $0.20 per share in the third reflecting our vigilant efforts to control our cost of homes and overhead as we continue to expand our business,” stated Dustin Bogue, President and Chief Executive Officer of UCP. “Our increase in deliveries at improved homebuilding gross margins reflects our ongoing efforts to increase our mix of traditional dirt sales, tailor our product offerings and implement cost saving initiatives. Our G&A rationalization actions are also progressing according to plan and driving incremental improvements to our profitability. Modest demand improvement with healthier absorption paces in most of our markets helped drive a 211% increase in our backlog which positions us well into year end. As we look to 2016, we are remain committed to growing our business in a disciplined manner and further improving our results as demand improves.”

Third Quarter 2015 Operating Results
Total consolidated revenues including homebuilding, land development and other revenues, for the third quarter 2015 increased 32.1% to $73.7 million, compared to $55.8 million in the prior year period, attributable to an increase in homebuilding revenue which more than offset lower land development revenue.

Revenue from homebuilding operations in the third quarter 2015 grew 100.3% to $70.3 million, compared to $35.1 million for the prior year period. The improvement was primarily the result of an increase in the number of homes delivered to 202

1


during the third quarter, compared to 111 homes during the prior year period. The growth in deliveries was partly due to an increase in the number of average selling communities to 28 in the third quarter, compared to an average of 27 selling communities in the prior year period. Active selling communities consists of those communities where we have more than 15 homes remaining to sell. The average selling price for home sales was approximately $348,000 during the third quarter of 2015, compared to approximately $316,000 during the prior year period. The increase in average selling price was primarily a result of geographic mix.

Net new home orders in the quarter increased 111.8% to 216 from 102 in the prior year period, primarily as the result of an increase in average active selling communities. Unit backlog at the end of the quarter was 288, compared to 115 at the end of prior year period and backlog on a dollar basis increased to $121 million, compared to $38.9 million at the end of prior year period.

Consolidated gross margin percentage in the third quarter 2015 was 19.0%, compared to 17.0% in the prior year period. Homebuilding gross margin percentage was 18.9%, compared to 14.9% in the prior year period. Adjusted homebuilding gross margin percentage was 21.1%, compared to 16.5% in the prior year period, due to a shift in product and regional mix of the homes sold, along with ongoing cost initiatives. Adjusted homebuilding gross margin percentage was 19.0% in the second quarter 2015.

Sales and marketing expense for the third quarter 2015 was $4.7 million, compared to $3.5 million in the same prior year period, due to the increase in homes delivered and the number of selling communities being marketed. As a percentage of total revenue, sales and marketing expense was 6.4% in the third quarter, compared to 6.3% in the prior year period, primarily as a result of a slightly higher transaction cost per home.

General and administrative expense for the current quarter was $5.5 million, compared to $6.7 million in the prior year period. As a percentage of total revenue, general and administrative expense was 7.5% for the third quarter, compared to 12.1% for the prior year period, primarily driven by higher revenue and cost rationalizations.

Net income attributable to shareholders of UCP was $1.6 million, or $0.20 per share, compared to net loss attributable to shareholders of UCP of $0.7 million, or $0.08 per share, in the prior year period. The Company’s weighted average basic and diluted shares outstanding was 8.0 million, compared to 7.9 million shares in the prior year quarter.

Total lots owned and controlled increased to 6,237, compared to 6,368 at December 31, 2014. The Company continues to actively pursue opportunities to acquire land in desirable and high growth areas in its attractive markets.

Webcast and Conference Call sustained


2


The Company will host a conference call for investors and other interested parties on Monday, November 9, 2015, 12:00pm p.m. Eastern Time, 9:00am a.m. Pacific Time. Interested parties can listen to the call live on the Internet through the Investor Relations section of the Company’s website at www.unioncommunityllc.com.

Listeners are advised to log on to the website at least 15 minutes prior to the call to download and / or install any necessary audio software. The conference call can also be accessed by dialing 1-877-407-3982 for domestic participants or 1-201-493-6780 for international participants. Participants should ask for the Union Community Partners Third Quarter 2015 Earnings Conference Call. Those dialing in should do so at least ten minutes prior to the start of the conference call. A replay of the conference call will be available through December 9, 2015, by dialing 1-877-870-5176 for domestic participants or 1-858-384-5517 for international participants and entering the pass code 13623988. An archive of the webcast will be available on the Company’s website for a limited time.

About UCP, Inc.

UCP is a homebuilder and land developer with land acquisition and entitlement expertise with operations in California, Washington State, North Carolina, South Carolina, and Tennessee. UCP designs, constructs and builds high-quality, sustainable single-family homes for a variety of lifestyles and budgets through its wholly-owned subsidiaries, Benchmark Communities, LLC. The Benchmark Communities brand is recognized by homebuyers for its high-quality construction and craftsmanship, cutting-edge home design, and customer-centric service and warranty programs.




















3


Forward-Looking Statements

This press release contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the Company's control. Forward-looking statements include information concerning the Company's possible or assumed future results of operations, including descriptions of the Company's business strategy. These statements often include words such as "may," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. These statements are based on assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Although the Company believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance they will prove to be correct. Therefore, you should be aware that many factors could affect the Company's actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which it was made. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

Homebuilding adjusted gross margin, land development adjusted gross margin and net debt to capital are non-U.S. GAAP financial measures. A reconciliation to the most comparable U.S. GAAP financial measures is presented in Appendix A hereto.

Contact:
Investor Relations:
Investorrelations@unioncommunityllc.com
408-207-9499 Ext. 476

Media:
Phil Denning/Jason Chudoba
Phil.denning@icrinc.com / Jason.chudoba@icrinc.com






















4











5



UCP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except shares and per share data)


September 30,
2015

December 31,
2014
Assets



Cash and cash equivalents
$
22,606


$
42,033

Restricted cash
250


250

Real estate inventories
383,681


321,693

Fixed assets, net
1,444


1,571

Intangible assets, net
281


586

Goodwill
4,223


4,223

Receivables
983


1,291

Other assets
7,752


5,804

Total assets
$
421,220


$
377,451







Liabilities and equity





Accounts payable and accrued liabilities
$
41,412


$
30,733

Notes payable
95,480


60,901

Senior notes, net
74,670


74,550

Total liabilities
211,562


166,184







Commitments and contingencies (Note 10)











Shareholders’ equity





Preferred stock, par value $0.01 per share, 50,000,000 authorized, no shares issued and outstanding at September 30, 2015; no shares issued and outstanding at December 31, 2014



Class A common stock, $0.01 par value; 500,000,000 authorized, 8,014,434 issued and outstanding at September 30, 2015; 7,922,216 issued and outstanding at December 31, 2014
80


79

Class B common stock, $0.01 par value; 1,000,000 authorized, 100 issued and outstanding at September 30, 2015; 100 issued and outstanding at December 31, 2014



Additional paid-in capital
94,624


94,110

Accumulated deficit
(7,803
)

(6,934
)
Total UCP, Inc. stockholders’ equity
86,901


87,255

Noncontrolling interest
122,757


124,012

  Total equity
209,658


211,267

Total liabilities and equity
$
421,220


$
377,451







6


UCP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except shares and per share data)


Three Months Ended September 30,

Nine Months Ended September 30,

2015

2014

2015

2014
REVENUE:







Homebuilding
$
70,284


$
35,086


$
163,705


$
110,542

Land development
1,116


20,264


3,156


32,513

Other revenue
2,272


400


5,060


1,918

Total revenue:
73,672


55,750


171,921


144,973









COSTS AND EXPENSES:











        Cost of sales - homebuilding
57,006


29,845


134,744


91,721

        Cost of sales - land development
716


16,079


2,264


25,466

        Cost of sales - other revenue
1,958


352


4,363


1,681

  Sales and Marketing
4,692


3,486


13,246


9,807

  General and Administrative
5,539


6,737


19,311


19,917

Total costs and expenses
69,911


56,499


173,928


148,592

Income (loss) from operations
3,761


(749
)

(2,007
)

(3,619
)
Other income, net
45


17


177


103

Net income (loss) before income taxes
3,806


(732
)

(1,830
)

(3,516
)
Provision for income taxes







Net income (loss)
$
3,806


$
(732
)

$
(1,830
)

$
(3,516
)
Net income (loss) attributable to noncontrolling interest
$
2,167


$
(66
)

$
(961
)

$
(533
)
Net income (loss) attributable to shareholders of UCP, Inc.
1,639


(666
)

(869
)

(2,983
)
Other comprehensive income (loss), net of tax







Comprehensive income (loss)
$
3,806


$
(732
)

$
(1,830
)

$
(3,516
)
Comprehensive income (loss) attributable to noncontrolling interest
$
2,167


$
(66
)

$
(961
)

$
(533
)
Comprehensive income (loss) attributable to shareholders of UCP, Inc.
$
1,639


$
(666
)

$
(869
)

$
(2,983
)








Earnings (loss) per share:







Basic
$
0.21


$
(0.08
)

$
(0.11
)

$
(0.38
)
Diluted
$
0.20


$
(0.08
)

$
(0.11
)

$
(0.38
)








Weighted average common shares:







Basic
7,995,934


7,900,553


7,950,700


7,852,763

Diluted
8,017,768


7,900,553


7,950,700


7,852,763










7


UCP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

Nine Months Ended September 30,

2015

2014
Operating activities





Net loss
$
(1,830
)

$
(3,516
)
  Adjustments to reconcile net loss to net cash used in operating activities:





Stock-based compensation
1,572


2,956

Abandonment charges
146


173

Depreciation and amortization
463


498

Fair value adjustment of contingent consideration
(818
)


Changes in operating assets and liabilities:





Real estate inventories
(60,715
)

(72,789
)
Receivables
307


(332
)
Other assets
(2,389
)

(4,435
)
Accounts payable and accrued liabilities
11,497


8,749

  Net cash used in operating activities
(51,767
)

(68,696
)
Investing activities





  Purchases of fixed assets
(311
)

(788
)
  Citizens acquisition


(14,006
)
  Restricted cash


(250
)
  Net cash used in investing activities
(311
)

(15,044
)
Financing activities





  Distribution to noncontrolling interest
(981
)


  Proceeds from notes payable
112,595


62,106

  Repayment of notes payable
(77,895
)

(33,703
)
  Debt issuance costs
(698
)

(200
)
  Withholding taxes paid on vested RSU's
(370
)

(1,619
)
Net cash provided by financing activities
32,651


26,584

Net decrease in cash and cash equivalents
(19,427
)

(57,156
)
Cash and cash equivalents – beginning of period
42,033


87,503

Cash and cash equivalents – end of period
$
22,606


$
30,347







Supplemental disclosure of cash flow information





Accrued offering and debt issuance costs
$


$
450

Non-cash investing and financing activity





Exercise of land purchase options acquired with acquisition of business
$
160


$
141

Fair value of assets acquired from the acquisition of business


$
20,258

Cash paid for the acquisition of business


$
(14,006
)
Contingent consideration and liabilities assumed


$
6,252







Issuance of Class A common stock for vested restricted stock units
$
680


$
3,999






8


Appendix A
Select Operating Data by Region

Three months ended September 30,

Nine Months Ended September 30,

2015

2014

% Change

2015

2014

% Change
Revenue from Homebuilding Operations (in thousands)











West
$
51,464


$
26,275


95.9
 %

$
120,438


$
93,027


95.9
 %
East
$
18,820


$
8,811


113.6
 %

$
43,267


$
17,515


113.6
 %
Total
$
70,284


$
35,086


100.3
 %

$
163,705


$
110,542


100.3
 %












Homes Delivered











West
120


70


71.4
 %

283


223


26.9
 %
East
82


41


100.0
 %

195


78


150.0
 %
Total
202


111


82.0
 %

478


301


58.8
 %












Average Selling Price for Home Sales (in thousands)











West
$
429


$
375


14.4
 %

$
426


$
417


2.2
 %
East
$
230


$
215


7.0
 %

$
222


$
225


(1.3
)%
Total
$
348


$
316


10.1
 %

$
342


$
367


(6.8
)%












Net New Home Orders











West
135


71


90.1
 %

430


264


62.9
 %
East
81


31


161.3
 %

246


55


347.3
 %
Total
216


102


111.8
 %

676


319


111.9
 %












Average Selling Communities











West
19


12


58.3
 %

17


12


41.7
 %
East
9


15


(40.0
)%

10


10


 %
Total
28


27


3.7
 %

27


22


22.7
 %












Backlog Units











West






208


76


173.7
 %
East






80


39


105.1
 %
Total






288


115


150.4
 %












Backlog Dollar Basis (in thousands)











West






$
102,395


$
30,596


234.7
 %
East






$
18,439


$
8,274


122.9
 %
Total






$
120,834


$
38,870


210.9
 %












Owned Lots











West






4,153


4,333


(4.2
)%
East






941


304


209.5
 %
Total






5,094


4,637


9.9
 %













9


Controlled Lots











West






415


607


(31.6
)%
East






728


720


1.1
 %
Total






1,143


1,327


(13.9
)%


10


Appendix B
Reconciliation of GAAP and Non-GAAP Measures

Gross Margin and Adjusted Gross Margin

Three Months Ended September 30,

2015


%


2014


%


(Dollars in thousands)
Consolidated Adjusted Gross Margin











Revenue
$
73,672


100.0
%

$
55,750


100.0
%
Cost of Sales
59,680


81.0
%

46,276


83.0
%
Gross Margin
13,992


19.0
%

9,474


17.0
%
Add: interest in cost of sales
1,443


2.0
%

550


1.0
%
Add: impairment and abandonment charges
144


0.2
%



%
Adjusted Gross Margin(1)
$
15,579


21.1
%

$
10,024


18.0
%
Consolidated Gross margin percentage
19.0
%




17.0
%



Consolidated Adjusted gross margin percentage
21.1
%




18.0
%















Homebuilding Adjusted Gross Margin











Homebuilding revenue
$
70,284


100.0
%

$
35,086


100.0
%
Cost of home sales
57,006


81.1
%

29,845


85.1
%
Homebuilding gross margin
13,278


18.9
%

5,241


14.9
%
Add: interest in cost of home sales
1,443


2.1
%

550


1.6
%
Add: impairment and abandonment charges
119


0.2
%



%
Adjusted homebuilding gross margin(1)
$
14,840


21.1
%

$
5,791


16.5
%
Homebuilding gross margin percentage
18.9
%




14.9
%



Adjusted homebuilding gross margin percentage
21.1
%




16.5
%















Land Development Adjusted Gross Margin











Land development revenue
$
1,116


100.0
%

$
20,264


100.0
%
Cost of land development
716


64.2
%

16,079


79.3
%
Land development gross margin
400


35.8
%

4,185


20.7
%
Add: interest in cost of land development


%



%
Add: Impairment and abandonment charges
25


2.2
%



%
Adjusted land development gross margin(1)
$
425


38.1
%

$
4,185


20.7
%
Land development gross margin percentage
35.8
%




20.7
%



Adjusted land development gross margin percentage
38.1
%




20.7
%















Other Revenue Gross and Adjusted Margin











Revenue
$
2,272


100.0
%

$
400


100.0
%
Cost of revenue
1,958


86.2
%

352


88.0
%
Other revenue gross and adjusted margin
$
314


13.8
%

$
48


12.0
%
Other revenue gross and adjusted margin percentage
13.8
%




12.0
%











11


Gross Margin and Adjusted Gross Margin

Nine Months Ended September 30,

2015

%


2014

%


(Dollars in thousands)
Consolidated Adjusted Gross Margin











Revenue
$
171,921


100.0
%

$
144,973


100.0
%
Cost of Sales
141,371


82.2
%

118,868


82.0
%
Gross Margin
30,550


17.8
%

26,105


18.0
%
Add: interest in cost of sales
3,416


2.0
%

2,026


1.8
%
Add: impairment and abandonment charges
146


0.1
%

173


0.1
%
Adjusted Gross Margin(1)
$
34,112


19.8
%

$
28,304


19.5
%
Consolidated Gross margin percentage
17.8
%




18.0
%



Consolidated Adjusted gross margin percentage
19.8
%




19.5
%















Homebuilding Adjusted Gross Margin











Homebuilding revenue
$
163,705


100.0
%

$
110,542


100.0
%
Cost of home sales
134,744


82.3
%

91,721


83.0
%
Homebuilding gross margin
28,961


17.7
%

18,821


17.0
%
Add: interest in cost of home sales
3,367


2.1
%

2,023


1.8
%
Add: impairment and abandonment charges
119


%



%
Adjusted homebuilding gross margin(1)
$
32,328


19.7
%

$
20,844


18.9
%
Homebuilding gross margin percentage
17.7
%




17.0
%



Adjusted homebuilding gross margin percentage
19.7
%




18.9
%















Land Development Adjusted Gross Margin











Land development revenue
$
3,156


100.0
%

$
32,513


100.0
%
Cost of land development
2,264


71.7
%

25,466


78.3
%
Land development gross margin
892


28.3
%

7,047


21.7
%
Add: interest in cost of land development
49


1.6
%

3


%
Add: Impairment and abandonment charges
146


4.6
%

173


0.5
%
Adjusted land development gross margin(1)
$
1,087


34.4
%

$
7,223


22.2
%
Land development gross margin percentage
28.3
%




21.7
%



Adjusted land development gross margin percentage
34.4
%




22.2
%















Other Revenue Gross and Adjusted Margin











Revenue
$
5,060


100.0
%

$
1,918


100.0
%
Cost of revenue
4,363


86.2
%

1,681


87.6
%
Other revenue gross and adjusted margin
$
697


13.8
%

$
237


12.4
%
Other revenue gross and adjusted margin percentage
13.8
%




12.4
%




* Percentages may not add due to rounding.
(1) 
Consolidated adjusted gross margin percentage, homebuilding adjusted gross margin percentage and land development adjusted gross margin percentage are non-U.S. GAAP financial measures. Adjusted gross margin is defined as gross margin plus capitalized interest, impairment and abandonment charges. We use adjusted gross margin information as a supplemental measure when evaluating our operating performance. We believe this information is meaningful, because it isolates the impact that leverage and non-cash impairment and abandonment charges have on gross margin. However, because adjusted gross margin information excludes interest expense and impairment and abandonment charges, all of which have real economic effects and could materially impact our results, the utility of adjusted gross margin information as a measure of our operating performance is limited. In addition, other companies may not calculate gross margin information in the same manner that we do. Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance. The table above provides a reconciliation of adjusted gross margin numbers to the most comparable U.S. GAAP financial measure.

12



Debt-to-Capital Ratio and Net Debt-to-Capital Ratio
 
At September 30, 2015

At December 31, 2014
Debt
$
170,150


$
135,451

Equity
209,658


211,267

Total capital
$
379,808


$
346,718

Ratio of debt-to-capital
44.8
%

39.1
%
Debt
$
170,150


$
135,451

Less: cash and cash equivalents
22,606


42,033

Net debt
147,544


93,418

Equity
209,658


211,267

Total capital
$
357,202


$
304,685

Ratio of net debt-to-capital(1)
41.3
%

30.7
%

    
(1) The ratio of net debt-to-capital is computed as the quotient obtained by dividing net debt (which is debt less cash and cash equivalents) by the sum of net debt plus stockholders’ and member's equity. The most directly comparable U.S. GAAP financial measure is the ratio of debt-to-capital. We believe the ratio of net debt-to-capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. We reconcile this non-U.S. GAAP financial measure to the ratio of debt-to-capital in the table above. The Company’s calculation of net debt-to-capital ratio might not be comparable with other issuers or issuers in other industries.



13