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8-K - 8-K - UCP, Inc.ucpq42014results.htm
                                                                    

Exhibit 99.1

UCP REPORTS FOURTH QUARTER AND YEAR END 2014 RESULTS

- Homebuilding Revenue Increased 114% to $155.4 Million in Full Year 2014 -
- New Home Deliveries More than Doubled to 432 in Full Year 2014 -
- Increased Owned and Controlled Lots to 6,368 as of the End of 2014 -


San Jose, Calif.--(BUSINESS WIRE)--March 16, 2015. UCP, Inc. (NYSE: UCP) today announced its results of operations for the year and three months ended December 31, 2014.

Fourth Quarter 2014 Highlights Compared to Fourth Quarter 2013
Total consolidated revenue grew 56.2% to $46.2 million
Revenue from homebuilding operations increased 73.2% to $44.9 million
New homes deliveries grew 101.5% to 131 units
Net new home orders improved 285.0% to 154 units
Unit backlog increased 160.0% to 91 units
Consolidated gross margin of 15.6%, compared to 20.0%
Consolidated net loss of $4.2 million

Full Year 2014 Highlights Compared to Full Year 2013
Total consolidated revenue grew 106.2% to $191.2 million
Revenue from homebuilding operations grew 114.3% to $155.4 million
New home deliveries improved 120.4% to 432 units
New home orders improved 130.7% to 473 units
Selling, general and administrative (SG&A) expense as a percentage of total revenue improved 660 basis points to 21.5%, compared to 28.1%
Consolidated gross margin of 17.4%, compared to 23.1%
Lots owned and controlled increased to 6,368

“During 2014 we significantly expanded our homebuilding operations which resulted in higher revenues and deliveries throughout the year,” stated Dustin Bogue, President and Chief Executive Officer of UCP. “The ongoing integration of our Southeast operations meaningfully contributed to our growth which offset the more moderate performance in our West coast operations, largely due to a relatively tepid market environment. As we move into 2015, our primary focus will be on improving our profitability as we look to meet our growth objectives. We have put initiatives in place that should lead to stabilization of our gross margin and further leverage our SG&A as we progress through the year in our efforts to generate value for shareholders.”

Fourth Quarter 2014 Operating Results

Total consolidated revenues including homebuilding, land development and other revenues, for the fourth quarter 2014 increased 56.2% to $46.2 million, compared to $29.6 million in the prior year period, largely attributable to a higher number of homes delivered.

Revenue from homebuilding operations in the fourth quarter 2014 increased 73.2% to $44.9 million, compared to $25.9 million for the prior year period. The improvement was primarily the result of an increase in the number of homes delivered to 131 during the fourth quarter, compared to 65 homes during the prior year period. The primary driver of growth in deliveries was an increase in the number of average selling communities to 20 in the fourth quarter, compared to an average of nine selling communities in the prior year period. The average selling price for home sales was approximately $343,000 during the fourth quarter of 2014, compared to approximately $398,000 during the prior year period. The decrease in average selling price was primarily a result of geographic mix.

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Consolidated gross margin in the fourth quarter 2014 was 15.6%, compared to 20.0% in the prior year period. Homebuilding gross margin during the fourth quarter was 15.6%, compared to 18.9% in the prior year period, due to a shift in product and regional mix of the homes sold.

Sales and marketing expense for the fourth quarter 2014 was $3.9 million, compared to $1.9 million in the same prior year period; due to the significant increase in homes delivered and the number of selling communities being marketed. As a percentage of total revenue, sales and marketing expense increased to 8.5% in the fourth quarter, compared to 6.4% in the prior year period, primarily as a result of higher marketing costs associated with new communities.

General and administrative expense for the current quarter was $7.5 million, compared to $6.1 million in prior year period. As a percentage of total revenue, general and administrative expense improved to 16.2% for the fourth quarter, compared to 20.5% for the prior year period, as a result of higher total revenue and favorable operating leverage on the Company’s fixed cost base which more than offset increased headcount and personnel costs to support higher sales.

The consolidated net loss for the fourth quarter of 2014 was $4.2 million, compared to a net loss of $2.0 million, in the prior year period, primarily due to a lower consolidated gross margin.

Net new home orders in the quarter increased 285% to154 from 40 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 91, compared to 35 at the end of prior year period and backlog on a dollar basis increased to $32.5 million, compared to $17.1 million at the end of prior year period.

Total lots owned and controlled increased to 6,368 at December 31, 2014, compared to 5,380 at December 31, 2013. The Company continues to actively pursue opportunities to acquire land in desirable and high growth areas in its attractive markets.


Full Year 2014 Operating Results

Total consolidated revenue for the year ended December 31, 2014 increased by $98.5 million or 106.2%, to $191.2 million, compared to $92.7 million for the year ended December 31, 2013. Revenue growth was primarily the result of an increase in the number of homes delivered.

Revenue from homebuilding operations in 2014 rose by $82.9 million or 114.3%, to $155.4 million, compared to $72.5 million in 2013. The improvement was primarily the result of an increase in the number of homes delivered to 432 during 2014, compared to 196 homes during 2013 partially offset by the decrease in the average selling price of homes to approximately $360,000 during 2014, compared to approximately $370,000 during 2013.

Revenue from land sales in 2014 increased by $12.3 million, or 60.8%, to $32.5 million, compared to $20.2 million in 2013.

Consolidated gross margins in 2014 were 17.4%, compared to 23.1% in 2013. Homebuilding gross margins 2014 were 16.6%, compared to 20.7% in 2013, due to an increase in the cost of sales, primarily attributable to a higher cost basis in the homes sold. Land development gross margins were 21.7% in 2014, compared to 31.6% in 2013, due to a difference in regional mix of lots sold.

Sales and marketing expense for 2014 was $13.7 million, compared to $6.6 million in 2013, primarily due to the significant increase in the number of selling communities and homes delivered during the year. As a percentage of total revenue, sales and marketing expense was constant at 7.2% for both years as a result of higher revenues in 2014 period relative to increase in sales and marketing costs.

General and administrative expense in 2014 was $27.4 million, compared to $19.4 million in 2013. The increase of $8.0 million was largely a result of increased payroll costs associated with a higher headcount and an increase of $1.4 million

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in stock-based compensation expense. As a percentage of total revenue, general and administrative expense was 14.3% in 2014, compared to 20.9% in 2013.

The consolidated net loss for 2014 was $7.7 million, compared to a consolidated net loss of $4.3 million in 2013.

Net new home orders for 2014 increased to 473 from 205 in 2013, primarily as the result of an increase in average active selling communities to 16 from seven in the prior year.


Financing Activity

In October 2014, the Company completed a private offering of $75.0 million in aggregate principal amount of 8.5% Senior Notes due 2017. The net proceeds from the offering were approximately $72.5 million, which is available to the Company for the construction of homes, acquisition of entitled land, development of lots and other general corporate purposes.


Webcast and Conference Call

The Company will host a conference call for investors and other interested parties on Monday, March 16, 2015, 12:00 p.m. Eastern Time, 9:00 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 Fourth Quarter 2014 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 April 16, 2015, by dialing 1-877-870-5176 for domestic participants or 1-858-384-5517 for international participants and entering the pass code 13602638. 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.

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.


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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.






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UCP, INC.
CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and per share data)

 
December 31, 2014
 
December 31, 2013
Assets
 
 
 
Cash and cash equivalents
$
42,033

 
$
87,503

Restricted cash
250

 

Real estate inventories
321,693

 
176,848

Fixed assets, net
1,571

 
1,028

Intangible assets, net
586

 

Goodwill
4,223

 

Receivables
1,291

 
785

Other assets
5,804

 
1,156

Total assets
$
377,451

 
$
267,320

 
 
 
 
Liabilities and equity
 
 
 
Accounts payable and accrued liabilities
$
30,733

 
$
18,654

Notes payable
60,901

 
30,950

Senior notes, net
74,550

 

Total liabilities
166,184

 
49,604

 
 
 
 
Commitments and contingencies (Note 14)
 
 
 
 
 
 
 
Shareholders’ Equity
 
 
 
Preferred stock, par value $0.01 per share, 50,000,000 authorized, no shares issued and outstanding at December 31, 2014; no shares issued and outstanding at December 31, 2013

 

Class A common stock, $0.01 par value; 500,000,000 authorized, 7,922,216 issued and outstanding at December 31, 2014; 7,750,000 issued and outstanding at December 31, 2013
79

 
78

Class B common stock, $0.01 par value; 1,000,000 authorized, 100 issued and outstanding at December 31, 2014; 100 issued and outstanding at December 31, 2013

 

Additional paid-in capital
94,110

 
93,117

Accumulated deficit
(6,934
)
 
(1,941
)
Total UCP, Inc. stockholders’ equity
87,255

 
91,254

Noncontrolling interest
124,012

 
126,462

Total stockholders’ equity
211,267

 
217,716

Total liabilities and equity
$
377,451

 
$
267,320


 

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UCP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME OR LOSS

(In thousands, except shares and per share data)
 

 
Year Ended
 
December 31,
2014
 
December 31,
2013
 
December 31,
2012
REVENUE:
 
 
 
 
 
Homebuilding
$
155,417

 
$
72,511

 
$
14,060

Land development
32,513

 
20,215

 
44,066

Other revenue
3,253

 

 

Total revenue:
191,183

 
92,726

 
58,126

 
 
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
        Cost of sales - homebuilding
129,577

 
57,500

 
9,832

        Cost of sales - land development
25,466

 
13,820

 
32,876

        Cost of sales - other revenue
2,828

 

 

Sales and Marketing
13,748

 
6,647

 
2,875

General and Administrative
27,406

 
19,368

 
10,103

Total costs and expenses
199,025

 
97,335

 
55,686

(Loss) income from operations
(7,842
)
 
(4,609
)
 
2,440

Other Income, net
121

 
322

 
578

Net (loss) income before income taxes
(7,721
)
 
(4,287
)
 
3,018

Provision for income taxes

 

 

Net (loss) income
$
(7,721
)
 
$
(4,287
)
 
$
3,018

Net (loss) income attributable to noncontrolling interest
$
(2,728
)
 
$
(2,346
)
 
$
3,018

Net (loss) income attributable to shareholders of UCP, Inc.
(4,993
)
 
(1,941
)
 

Other comprehensive (loss) income, net of tax

 

 

Comprehensive (loss) income
$
(7,721
)
 
$
(4,287
)
 
$
3,018

Comprehensive (loss) income attributable to noncontrolling interest
$
(2,728
)
 
$
(2,346
)
 
$
3,018

Comprehensive loss attributable to shareholders of UCP, Inc.
$
(4,993
)
 
$
(1,941
)
 
$

 
 
 
 
 
 
 
December 31,
2014
 
IPO to December 31,
2013
 
December 31,
2012
Weighted average common shares:
 
 
 
 
 
Basic and diluted shares outstanding
7,870,269

 
7,750,000

 
 
 
 
 
 
 
 
Basic and diluted loss per share
$
(0.63
)
 
$
(0.25
)
 
 


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UCP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Year Ended December 31,
 
2014
 
2013
 
2012
Operating activities:
 
 
 
 
 
Net (loss) income
$
(7,721
)
 
$
(4,287
)
 
$
3,018

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
 
 
 
 
Stock-based compensation
3,565

 
2,165

 

Abandonment charges
173

 
309

 
665

Depreciation and amortization
599

 
271

 
147

Fair value adjustment of contingent consideration
(377
)
 
 
Changes in operating assets and liabilities:
 
 
 
 
 
Real estate inventories
(131,045
)
 
(45,137
)
 
735

Receivables
(444
)
 
(542
)
 
641

Other assets
(2,293
)
 
(236
)
 
29

Accounts payable and accrued liabilities
7,045

 
12,547

 
3,562

Net cash (used in) provided by operating activities
(130,498
)
 
(34,910
)
 
8,797

Investing activities
 
 
 
 
 
Purchases of fixed assets
(1,004
)
 
(619
)
 
(712
)
Citizens acquisition
(14,006
)
 

 

Restricted cash
(250
)
 

 

Net cash used in investing activities
(15,260
)
 
(619
)
 
(712
)
Financing activities
 
 
 
 
 
Cash contributions from member

 
37,512

 
41,005

Cash distributions to member

 
(25,443
)
 
(34,700
)
Distribution - Noncontrolling Interest
(674
)
 

 

Proceeds from notes payable
78,313

 
33,637

 
7,392

    Proceeds from senior notes, net of discount
74,550

 

 

Repayment of notes payable
(48,362
)
 
(38,452
)
 
(13,734
)
Proceeds from IPO (net of offering costs)

 
105,454

 

Debt issuance costs
(1,920
)
 

 

Repurchase of Class A common stock for settlement of employee withholding taxes
(1,619
)
 

 

Net cash provided by (used in) by financing activities
100,288

 
112,708

 
(37
)
Net (decrease) increase in cash and cash equivalents
(45,470
)
 
77,179

 
8,048

Cash and cash equivalents – beginning of period
87,503

 
10,324

 
2,276

Cash and cash equivalents – end of period
$
42,033

 
$
87,503

 
$
10,324

 
 
 
 
 
 
Supplemental disclosure of noncash transactions
 
 
 
 
 
Debt incurred to acquire real estate inventories
$

 
$
6,653

 
$
5,420

Accrued debt issuance costs
$
473

 
$

 
$

Non-cash investing and financing activity
 
 
 
 
 
Exercise of land purchase options acquired with acquisition of business
$
141

 
$

 
$

Fair value of assets acquired from the acquisition of business
$
19,418

 
$

 
$

Cash paid for the acquisition of business
$
(14,006
)
 
$

 
$

Contingent consideration and liabilities assumed from the acquisition of business
$
5,412

 
$

 
$

Issuance of Class A common stock for vested restricted stock units
$
3,999

 
$

 
$


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UCP, INC.
QUARTERLY FINANCIAL DATA
(Unaudited)
(In thousands, except per share data)
 
Three Months Ended
 
December 31,
2014
 
December 31,
2013
Homebuilding revenue
$
44,875

 
$
25,902

Land development revenue

 
3,680

Other revenue
1,335

 

    Total revenue
46,210

 
29,582

Gross margin – homebuilding
7,019

 
4,902

Gross margin – land development

 
1,009

Gross margin- other revenue
188

 

    Gross margin
7,207

 
5,911

 
 
 
 
Sales and marketing expenses
3,941

 
1,900

General and administrative expenses
7,489

 
6,059

  Total expenses
11,430

 
7,959

Other income
18

 
4

Net loss
$
(4,205
)
 
$
(2,044
)
Net loss attributable to stockholders of UCP, Inc.
$
(2,010
)
 
$
(1,926
)
Net loss per common share:
 
 
 
Basic and diluted
$
(0.25
)
 
$
(0.25
)






























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Reconciliation of GAAP and Non-GAAP Measures Appendix A

(A) Gross Margin and Adjusted Gross Margin

 
Year ended December 31.
 
2014
 
%
 
2013
 
%
 
(Dollars in thousands)
 
 
Consolidated Adjusted Gross Margin
 
 
 
 
 
 
 
Revenue
$
191,183

 
100.0
%
 
$
92,726

 
100.0
%
Cost of sales
157,871

 
82.6
%
 
71,320

 
76.9
%
Gross margin
33,312

 
17.4
%
 
21,406

 
23.1
%
Add: interest in cost of sales
2,792

 
1.5
%
 
1,183

 
1.3
%
Add: impairment and abandonment charges
173

 
0.1
%
 
309

 
%
Adjusted gross margin(1)
$
36,277

 
19.0
%
 
$
22,898

 
24.7
%
Consolidated gross margin percentage
17.4
%
 
 
 
23.1
%
 
 
Consolidated adjusted gross margin percentage(1)
19.0
%
 
 
 
24.7
%
 
 
 
 
 
 
 
 
 
 
Homebuilding Adjusted Gross Margin
 
 
 
 
 
 
 
Homebuilding revenue
$
155,417

 
100.0
%
 
$
72,511

 
100.0
%
Cost of home sales
129,577

 
83.4
%
 
57,500

 
79.3
%
Homebuilding gross margin
25,840

 
16.6
%
 
15,011

 
20.7
%
Add: interest in cost of home sales
2,789

 
1.8
%
 
1,174

 
1.6
%
Add: impairment and abandonment charges

 
%
 

 
%
Adjusted homebuilding gross margin(1)
$
28,629

 
18.4
%
 
$
16,185

 
22.3
%
Homebuilding gross margin percentage
16.6
%
 
 
 
20.7
%
 
 
Adjusted homebuilding gross margin percentage(1)
18.4
%
 
 
 
22.3
%
 
 
 
 
 
 
 
 
 
 
Land Development Adjusted Gross Margin
 
 
 
 
 
 
 
Land development revenue
$
32,513

 
100.0
%
 
$
20,215

 
100.0
%
Cost of land development
25,466

 
78.3
%
 
13,820

 
68.4
%
Land development gross margin
7,047

 
21.7
%
 
6,395

 
31.6
%
Add: interest in cost of land development
3

 
%
 
9

 
%
Add: impairment and abandonment charges
173

 
0.5
%
 
309

 
1.6
%
Adjusted land development gross margin(1)
$
7,223

 
22.2
%
 
$
6,713

 
33.2
%
Land development gross margin percentage
21.7
%
 
 
 
31.6
%
 
 
Adjusted land development gross margin percentage(1)
22.2
%
 
 
 
33.2
%
 
 
 
 
 
 
 
 
 
 
Other Revenue Gross and Adjusted Margin
 
 
 
 
 
 
 
Revenue
$
3,253

 
100.0
%
 

 

Cost of revenue
2,828

 
86.9
%
 

 

Other revenue gross and adjusted margin
$
425

 
13.06
%
 

 

Other revenue gross and adjusted margin percentage
13.06
%
 
 
 

 
 

* 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.

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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.



(B) Debt-to-Capital Ratio and Net Debt-to-Capital Ratio
 
At December 31,
 
2014
 
2013
Debt
$
135,451

 
$
30,950

Stockholders’ and member's equity
211,267

 
217,716

Total capital
$
346,718

 
$
248,666

Ratio of debt-to-capital
39.1
%
 
12.4
%
Debt
$
135,451

 
$
30,950

Less: cash and cash equivalents
42,033

 
87,503

Net debt
93,418

 

Stockholders’ and member's equity
211,267

 
217,716

Total capital
$
304,685

 
$
217,716

Ratio of net debt-to-capital (1)
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.
 



Source: UCP, Inc.

UCP, Inc.
Investor Relations:
408-207-9499 Ext. 476
Investorrelations@unioncommunityllc.com

or

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



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