Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - Century Communities, Inc. | ccs-20150127x8ka.htm |
| EX-23.1 - EX-23.1 - Century Communities, Inc. | ccs-20150127ex231528f95.htm |
| EX-99.1 - EX-99.1 - Century Communities, Inc. | ccs-20150127ex9913883e2.htm |
| EX-99.3 - EX-99.3 - Century Communities, Inc. | ccs-20150127ex993f8c69f.htm |
Exhibit 99.2
Peachtree Communities Group, Inc.
and Subsidiaries
Contents
|
Unaudited Condensed Consolidated and Combined Financial Statements |
|
|
Balance Sheets |
1 |
|
Statements of Income |
2 |
|
Statements of Stockholder’s Equity |
3 |
|
Statements of Cash Flows |
4 |
|
Notes to Unaudited Condensed Consolidated and Combined Financial Statements |
5-6 |
Peachtree Communities Group, Inc.
and Subsidiaries
Unaudited Condensed Consolidated and Combined Balance Sheets
(amounts in thousands, except share information)
|
September 30, |
December 31, |
||||
|
2014 |
2013 |
||||
|
Assets |
|||||
|
Cash and Cash Equivalents |
$ |
9,252 |
$ |
10,768 | |
|
Accounts Receivable |
18 | 12 | |||
|
Real Estate Inventories, at Cost |
54,796 | 49,251 | |||
|
Other Assets |
815 | 446 | |||
|
$ |
64,881 |
$ |
60,477 | ||
|
Liabilities and Stockholder's Equity |
|||||
|
Construction Loans |
$ |
47,100 |
$ |
44,600 | |
|
Accounts Payable and Accrued Expenses |
15,715 | 13,431 | |||
|
Payable to Affiliates |
— |
241 | |||
|
Interest Payable |
— |
724 | |||
|
Total Liabilities |
62,815 | 58,996 | |||
|
Stockholder's Equity |
|||||
|
Common stock, no par value, 1,000 shares authorized, |
|||||
|
issued and outstanding at September 30, 2014 |
|||||
|
and December 31, 2013 |
1 | 1 | |||
|
Retained earnings |
2,065 | 1,480 | |||
|
Total Stockholder's Equity |
2,066 | 1,481 | |||
|
$ |
64,881 |
$ |
60,477 | ||
See accompanying notes to unaudited condensed consolidated and combined financial statements.
1
Peachtree Communities Group, Inc.
and Subsidiaries
Unaudited Condensed Consolidated and Combined Statements of Income
(amounts in thousands)
|
Nine Months Ended September 30, |
2014 |
2013 |
|||
|
Revenues |
|||||
|
Sales of homes |
$ |
166,606 |
$ |
111,129 | |
|
Cost of Completed Homes Sold |
140,820 | 91,170 | |||
|
Gross Profit |
25,786 | 19,959 | |||
|
Operating Expenses |
|||||
|
Selling expenses |
10,065 | 6,778 | |||
|
General and administrative expenses |
4,338 | 3,140 | |||
|
Income from Operations |
11,383 | 10,041 | |||
|
Nonoperating Expenses (Income) |
|||||
|
Interest expense |
4,691 | 5,163 | |||
|
Other income, net |
(50) | (209) | |||
|
Total Nonoperating Expenses, Net |
4,641 | 4,954 | |||
|
Net Income |
$ |
6,742 |
$ |
5,087 | |
See accompanying notes to unaudited condensed consolidated and combined financial statements.
2
Peachtree Communities Group, Inc.
and Subsidiaries
Unaudited Condensed Consolidated and Combined Statements of Cash Flows
(amounts in thousands)
|
Nine Months Ended September 30, |
2014 |
2013 |
|||
|
Cash Flows from Operating Activities |
|||||
|
Net income |
$ |
6,742 |
$ |
5,087 | |
|
Adjustments to reconcile net income to net cash |
|||||
|
provided by operating activities: |
|||||
|
Changes in operating assets and liabilities: |
|||||
|
Developed lots |
202 |
— |
|||
|
Completed homes and homes under |
|||||
|
construction |
(5,747) | (12,229) | |||
|
Accounts Receivable |
(6) | (132) | |||
|
Other assets |
(369) | (335) | |||
|
Accounts payable and accrued expenses |
2,284 | 4,230 | |||
|
Interest payable |
(724) | 268 | |||
|
Net cash provided by (used in) operating activities |
2,382 | (3,111) | |||
|
Cash Flows from Financing Activities |
|||||
|
Net borrowings on construction loans |
2,500 | 11,450 | |||
|
Distributions to stockholder |
(6,157) | (5,649) | |||
|
(Decrease) increase in payables to affiliates |
(241) | (1,308) | |||
|
Net cash (used in) provided by financing activities |
(3,898) | 4,493 | |||
|
Net (Decrease) Increase in Cash and Cash Equivalents |
(1,516) | 1,382 | |||
|
Cash and Cash Equivalents, beginning of year |
10,768 | 4,105 | |||
|
Cash and Cash Equivalents, end of period |
$ |
9,252 |
$ |
5,487 | |
|
Supplemental Disclosure of Cash Flow Information |
|||||
|
Cash paid for interest, net of amount capitalized |
$ |
1,349 |
$ |
325 | |
See accompanying notes to unaudited condensed consolidated and combined financial statements.
3
Peachtree Communities Group, Inc.
and Subsidiaries
Notes to Unaudited Condensed Consolidated
and Combined Financial Statements (amounts in thousands)
1. Basis of Presentation
Nature of Business and Principles of Consolidation and Combination
Peachtree Communities Group, Inc. and Subsidiaries (the “Company”), a Georgia Corporation, is headquartered in Atlanta, Georgia, and was founded in 2008. The Company constructs for sale single-family detached homes on purchased residential lots. The Company’s principal operations are in Georgia, North Carolina, Alabama and South Carolina. The accompanying consolidated and combined financial statements include the accounts of the following entities (which are referred to herein, collectively and individually, as the Company) which are under common control:
|
Entity Name |
Type of Entity |
Type of Business |
|
Peachtree Communities Group, Inc. |
S-Corporation |
Holding company |
|
Peachtree Communities, LLC |
LLC |
Real estate construction |
|
Peachtree Communities Realty Group, LLC |
LLC |
Real estate brokerage |
|
Builders Finance Group, Inc. |
S-Corporation |
Construction financing |
|
Peachtree Investment Group, LLC |
LLC |
Construction financing |
All intercompany balances and transactions have been eliminated upon consolidation and combination.
Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Actual results could differ from those estimates.
4
Peachtree Communities Group, Inc.
and Subsidiaries
Notes to Unaudited Condensed Consolidated
and Combined Financial Statements (amounts in thousands)
2. Real Estate Inventories
Inventories consisted of the following:
|
September 30, |
December 31, |
||||
|
2014 |
2013 |
||||
|
Completed homes and homes under construction |
$ |
54,796 |
$ |
49,049 | |
|
Developed lots |
— |
202 | |||
|
Total Real Estate Inventories |
$ |
54,796 |
$ |
49,251 | |
Completed homes, homes under construction and developed lots are comprised of costs associated with homes in various stages of construction and include direct construction and related developed lot costs.
3. Capitalized Interest
Capitalized interest for the Company is estimated based on the aging of work in process and lots owned balances throughout the year. Capitalized interest in inventory and interest incurred for the year are estimated as follows:
|
Nine Months Ended September 30, |
2014 |
2013 |
|||
|
Capitalized interest in real estate inventory, beginning of year |
$ |
2,025 |
$ |
2,578 | |
|
Interest incurred and capitalized |
4,534 | 4,644 | |||
|
Capitalized interest amortized to interest expense |
(4,691) | (5,163) | |||
|
Capitalized interest in real estate inventory, end of period |
$ |
1,868 |
$ |
2,059 | |
5
Peachtree Communities Group, Inc.
and Subsidiaries
Notes to Unaudited Condensed Consolidated
and Combined Financial Statements (amounts in thousands)
4. Construction Loans
Home construction is financed by advances received from certain long-term revolving construction loan facilities provided by various investors and investment groups. Funds for each respective project are advanced as necessary at the outset of the subject project. The loans are collateralized by Promissory Notes secured by Security Agreements and Guaranties. The revolving loan facilities are designed for the purpose of re-payment and re-borrowing as set forth in the respective agreements. The term of the facility is ten years, but may be extended upon agreement between the parties. The balance sheet reflects the amounts advanced through each facility; however, additional amounts up to the full commitments are available. The interest rate on construction loans was 15% for the nine months ended September 30, 2014 and for the year ended December 31, 2013. The loan commitments and outstanding balances as of September 30, 2014 and December 31, 2013 were:
|
September 30, 2014 |
December 31, 2013 |
||||||||||||||||
|
Total |
Total |
||||||||||||||||
|
Loan |
Accrued |
Outstanding |
Loan |
Accrued |
Outstanding |
||||||||||||
|
Funding Source |
Facility |
Interest |
Balance |
Facility |
Interest |
Balance |
|||||||||||
|
Third Party |
|||||||||||||||||
|
Investment Groups |
$ |
47,500 |
$ |
— |
$ |
47,100 |
$ |
45,000 |
$ |
— |
$ |
44,600 | |||||
5. Stockholder’s Equity
The Company distributes the majority of the Company’s earnings to the stockholder in the ordinary course of business. The Company paid $6,157 and $5,649 in distributions to the stockholder for the nine months ended September 30, 2014 and 2013, respectively.
6. Related Party Transactions
At December 31, 2013, the Company has outstanding payables due to a company owned by the Company’s stockholder in the amount of $340 which includes accrued interest of $99. These amounts are included in payable to affiliates and interest payable on the accompanying condensed consolidated and combined balance sheet as of December 31, 2013 and have been repaid in January 2014.
7. Commitments and Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. There were no significant pending legal proceedings to which the Company was a party at September 30, 2014 and December 31, 2013.
8. Subsequent Events
On November 13, 2014, Century Communities, Inc. acquired substantially all of the Company’s assets and operations for approximately $55,000 in cash.
6