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Century Communities, Inc. - Quarter Report: 2016 March (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2016



or





 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission File Number 001-36491



Century Communities, Inc.

(Exact name of registrant as specified in its charter)









 

 

Delaware

 

68-0521411

(State of other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
identification No.)



 

8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado

 

80111

(Address of principal executive offices)

 

(Zip code)



(Registrant’s telephone number, including area code): (303) 770-8300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





 

 

 

 

 

 



 

 

 

 

 

 

Large accelerated filer

 

 

Accelerated filer

 



 

 

 

Non-accelerated filer

 

   (Do not check if a smaller reporting company)

 

Smaller reporting company

 



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

On April 29,  2016,  21,100,880 shares of common stock, par value 0.01 per share, were outstanding.  

 


 

Table of Contents

 

 

CENTURY COMMUNITIES, INC.

FORM 10-Q

For the three  months ended March 31, 2016



Index

 

 



Page No.

PART I

Item 1. Unaudited Condensed Consolidated Financial Statements

 

Unaudited Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015

3

Unaudited Condensed Consolidated Statements of Operations for the Three Months ended March  31, 2016  and 2015

4

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2016 and, 2015

5

Notes to Unaudited Condensed Consolidated Financial Statements  March 31, 2016

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 3. Quantitative and Qualitative Disclosures About Market Risk

28

Item 4. Controls and Procedures

28

PART II

Item 1. Legal Proceedings

29

Item 1A. Risk Factors

29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 3. Defaults Upon Senior Securities

29

Item 4. Mine Safety Disclosures

29

Item 5. Other Information

29

Item 6. Exhibits

30

Signatures

31



 





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PART I

ITEM 1.     FINANCIAL STATEMENTS.





Century Communities, Inc.

Unaudited Condensed Consolidated Balance Sheets

As of March 31, 2016 and December 31, 2015

(in thousands, except share amounts)







 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2016

 

2015

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,437 

 

$

29,287 

Accounts receivable

 

 

17,192 

 

 

17,058 

Inventories

 

 

867,357 

 

 

810,137 

Prepaid expenses and other assets

 

 

26,147 

 

 

26,735 

Property and equipment, net

 

 

9,983 

 

 

8,375 

Amortizable intangible assets, net

 

 

4,140 

 

 

4,784 

Goodwill

 

 

21,365 

 

 

21,365 

Total assets

 

$

957,621 

 

$

917,741 

Liabilities and stockholders' equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

13,538 

 

$

10,967 

Accrued expenses and other liabilities

 

 

112,092 

 

 

106,777 

Deferred tax liability, net

 

 

411 

 

 

275 

Notes payable and revolving line of credit

 

 

415,051 

 

 

390,243 

Total liabilities

 

 

541,092 

 

 

508,262 

Stockholders' equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized, none outstanding

 

 

 —

 

 

 —

Common stock, $0.01 par value, 100,000,000 shares authorized, 21,101,574 and 21,303,702 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively

 

 

211 

 

 

213 

Additional paid-in capital

 

 

340,022 

 

 

340,953 

Retained earnings

 

 

76,296 

 

 

68,313 

Total stockholders' equity

 

 

416,529 

 

 

409,479 

Total liabilities and stockholders' equity

 

$

957,621 

 

$

917,741 

See Notes to Unaudited Condensed Consolidated Financial Statements





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Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2016 and 2015

(in thousands, except share and per share amounts)













 

 

 

 

 

 



 

Three Months Ended



 

March 31,



 

2016

 

2015

Revenue

 

 

 

 

 

 

Home sales revenues

 

$

181,081 

 

$

154,335 

Land sales revenues

 

 

1,970 

 

 

 —

Golf course and other revenue

 

 

1,045 

 

 

2,103 

Total revenue

 

 

184,096 

 

 

156,438 

Costs and expenses

 

 

 

 

 

 

Cost of home sales revenues

 

 

144,353 

 

 

124,806 

Cost of land sales revenues

 

 

1,826 

 

 

 —

Cost of golf course and other revenue

 

 

716 

 

 

1,506 

Selling, general, and administrative

 

 

25,185 

 

 

20,932 

Total operating costs and expenses

 

 

172,080 

 

 

147,244 

Operating income

 

 

12,016 

 

 

9,194 

Other income (expense):

 

 

 

 

 

 

Interest income

 

 

40 

 

 

16 

Interest expense

 

 

(2)

 

 

(3)

Acquisition expense

 

 

(169)

 

 

 —

Other income

 

 

324 

 

 

317 

Gain on disposition of assets

 

 

220 

 

 

 —

Income before income tax expense

 

 

12,429 

 

 

9,524 

Income tax expense

 

 

4,446 

 

 

3,173 

Net income

 

$

7,983 

 

$

6,351 



 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

Basic and diluted

 

$

0.38 

 

$

0.30 

Weighted average common shares outstanding:

 

 

 

 

 

 

Basic

 

 

20,626,451 

 

 

20,509,679 

Diluted

 

 

20,645,247 

 

 

20,509,679 



See Notes to Unaudited Condensed Consolidated Financial Statements





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Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2016 and 2015

(in thousands)











 

 

 

 

 

 



 

 

 

 

 

 



 

Three Months Ended



 

March 31,



 

2016

 

2015

Operating activities

 

 

 

 

 

 

Net income

 

$

7,983 

 

$

6,351 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

1,404 

 

 

988 

Stock-based compensation expense

 

 

1,715 

 

 

1,056 

Deferred income taxes

 

 

137 

 

 

(453)

Gain on disposition of assets

 

 

(220)

 

 

 —

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(134)

 

 

(5,005)

Inventories

 

 

(51,637)

 

 

(43,583)

Prepaid expenses and other assets

 

 

347 

 

 

872 

Accounts payable

 

 

2,571 

 

 

(7,653)

Accrued expenses and other liabilities

 

 

270 

 

 

9,654 

Net cash used in operating activities

 

 

(37,564)

 

 

(37,773)

Investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(2,784)

 

 

(1,215)

Proceeds from sale of assets

 

 

636 

 

 

 —

Principal payments on notes receivable

 

 

24 

 

 

 —

Net cash used in investing activities

 

 

(2,124)

 

 

(1,215)

Financing activities

 

 

 

 

 

 

Borrowings under revolving credit facilities

 

 

50,000 

 

 

35,000 

Payments on revolving credit facilities

 

 

(25,000)

 

 

 —

Principal payments from notes payable

 

 

(515)

 

 

(2,442)

Debt issuance costs

 

 

 —

 

 

(385)

Repurchases of common stock upon vesting of restricted stock awards

 

 

(254)

 

 

 —

Repurchases of common stock under our stock repurchase program

 

 

(2,393)

 

 

 —

Net cash provided by financing activities

 

 

21,838 

 

 

32,173 

Net decrease in cash and cash equivalents

 

$

(17,850)

 

$

(6,815)

Cash and cash equivalents

 

 

 

 

 

 

Beginning of period

 

 

29,287 

 

 

33,462 

End of period

 

$

11,437 

 

$

26,647 

Supplemental cash flow disclosure

 

 

 

 

 

 

Cash paid for income taxes

 

$

582 

 

$

3,483 



See Notes to Unaudited Condensed Consolidated Financial Statements

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Century Communities, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2016



1. Basis of Presentation

Century Communities, Inc. (which we refer to as “we,” “CCS” or the “Company”) is engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in metropolitan areas in Colorado, Austin and San Antonio, Texas (which we refer to as “Central Texas”), Houston, Texas, Las Vegas, Nevada, and Atlanta, Georgia.  Our homebuilding operations are organized into the following five operating segments based on the geographic markets in which we operate: Atlanta, Central Texas, Colorado, Houston and Nevada.  In many of our projects, in addition to building homes, we are responsible for the entitlement and development of the underlying land.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (which we refer to as “GAAP”) for interim financial statements and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of its financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2015,  which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that was filed with the SEC on February 19, 2016.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, as well as all subsidiaries in which we have a controlling interest, and variable interest entities for which the Company is deemed to be the primary beneficiary.  All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Accordingly, actual results could differ from those estimates.

Recently Issued Accounting Standards

In August 2015, the Financial Accounting Standards Board (which we refer to as “FASB”) issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606).” ASU 2015-14 defers the effective date of ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” for public entities by one year to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact ASU 2015-14 will have on our consolidated financial statements. We do not intend to adopt ASU 2015-14 early.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).”  ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP.  ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods.  We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements.



In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.”  ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods.  Early adoption is permitted in any interim or annual period.  We are currently evaluating the impact ASU 2016-09 will have on our consolidated financial statements.



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2. Reporting Segments

Our homebuilding operations are organized into the following five operating segments based on the geographic markets in which we operate: Atlanta, Central Texas, Colorado, Houston and Nevada.  Our Corporate operations are a non-operating segment, as it serves to support our homebuilding operations through functions such as our executive, finance, treasury, human resources, and accounting departments.  In addition, our Corporate operations include certain assets and income produced from residential rental property in Colorado.  Our homebuilding reportable segments are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes.

The following table summarizes total revenue and income before income tax expense by operating segment (in thousands):







 

 

 

 

 

 



 

Three Months Ended



 

March 31,



 

2016

 

2015



 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

Atlanta

 

$

64,522 

 

$

56,640 

Central Texas

 

 

29,124 

 

 

17,036 

Colorado

 

 

68,846 

 

 

55,819 

Houston

 

 

7,475 

 

 

10,405 

Nevada

 

 

14,129 

 

 

16,538 

Total revenue

 

$

184,096 

 

$

156,438 



 

 

 

 

 

 

Income before income tax expense:

 

 

 

 

 

 

Atlanta

 

$

5,250 

 

$

3,213 

Central Texas

 

 

2,176 

 

 

2,161 

Colorado

 

 

10,843 

 

 

7,895 

Houston

 

 

(794)

 

 

(415)

Nevada

 

 

867 

 

 

1,817 

Corporate

 

 

(5,913)

 

 

(5,147)

Total income before income tax expense

 

$

12,429 

 

$

9,524 



The following table summarizes total assets by operating segment (in thousands):



 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2016

 

2015

Atlanta

 

$

216,729 

 

$

185,331 

Central Texas

 

 

121,748 

 

 

117,037 

Colorado

 

 

320,822 

 

 

313,653 

Houston

 

 

48,513 

 

 

51,534 

Nevada

 

 

236,330 

 

 

220,209 

Corporate

 

 

13,479 

 

 

29,977 

Total assets

 

$

957,621 

 

$

917,741 

Corporate assets include certain cash and cash equivalents, prepaid insurance, deferred financing costs, and certain property and equipment.

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3. Inventories

Inventories included the following (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2016

 

2015

Homes under construction

 

$

469,355 

 

$

374,274 

Land and land development

 

 

373,156 

 

 

414,330 

Capitalized interest

 

 

24,846 

 

 

21,533 

Total inventories

 

$

867,357 

 

$

810,137 

 

 



4. Prepaid Expenses and Other Assets

Prepaid expenses and other assets included the following (in thousands):







 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2016

 

2015

Prepaid insurance

 

$

4,827 

 

$

5,696 

Lot option and escrow deposits

 

 

4,991 

 

 

4,634 

Performance deposits

 

 

1,412 

 

 

1,404 

Deferred financing costs, net

 

 

2,137 

 

 

2,318 

Restricted cash

 

 

1,200 

 

 

360 

Secured note receivable

 

 

2,923 

 

 

2,947 

Assets held for sale

 

 

5,839 

 

 

5,797 

Other

 

 

2,818 

 

 

3,579 

Total prepaid expenses and other assets

 

$

26,147 

 

$

26,735 

 



5. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities included the following (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2016

 

2015

Earnest money deposits

 

$

8,424 

 

$

6,717 

Warranty reserve

 

 

2,542 

 

 

2,622 

Accrued compensation costs

 

 

3,773 

 

 

8,114 

Land development and home construction accruals

 

 

84,121 

 

 

83,322 

Accrued interest

 

 

7,267 

 

 

2,651 

Income taxes payable

 

 

2,863 

 

 

374 

Liabilities related to assets held for sale

 

 

298 

 

 

223 

Other

 

 

2,804 

 

 

2,754 

Total accrued expenses and other liabilities

 

$

112,092 

 

$

106,777 



 



6. Warranty Reserve



Estimated future direct warranty costs are accrued and charged to cost of home sales revenues in the period when the related home sales revenues are recognized. Amounts accrued, which are included in accrued expenses and other liabilities on the consolidated balance sheets, are based upon historical experience rates. We subsequently assess the adequacy of our warranty accrual on a quarterly basis through an internal model that incorporates historical payment trends and adjust the amounts recorded if necessary. Based on favorable warranty payment trends relative to our estimates at the time of home closing, we reduced our warranty reserve by $0.4 million during the three months ended March 31, 2016,  which is included as a reduction to cost of homes sales revenues on our consolidated statement of operations.

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The following table summarizes the changes in our warranty accrual (in thousands):





 

 

 

 

 

 



 

Three Months Ended



 

March 31,



 

2016

 

2015

Beginning balance

 

$

2,622 

 

$

2,194 

Warranty expense provisions

 

 

570 

 

 

575 

Payments

 

 

(265)

 

 

(242)

Warranty adjustment

 

 

(385)

 

 

 —

Ending balance

 

$

2,542 

 

$

2,527 

 



7. Notes Payable and Revolving Line of Credit

Notes payable and revolving line of credit included the following (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2016

 

2015

6.875% senior notes

 

$

252,139 

 

$

251,815 

Revolving line of credit

 

 

160,000 

 

 

135,000 

Land development notes

 

 

2,369 

 

 

2,677 

Insurance premium notes

 

 

543 

 

 

751 

Total notes payable and revolving line of credit

 

$

415,051 

 

$

390,243 







6.875% senior notes

In May 2014, we completed a private offering of $200.0 million in aggregate principal amount of senior unsecured notes due 2022 (which we refer to as the “Initial Senior Notes”) in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”).  The Initial Senior Notes were issued at a price equal to 99.239% of their principal amount, and we received net proceeds of approximately $193.3 million.  In February 2015, we completed an offer to exchange $200.0 million in aggregate principal amount of our 6.875% senior notes due 2022, which are registered under the Securities Act (which we refer to as the “Initial Exchange Notes”), for all of the Initial Senior Notes.  The terms of the Initial Exchange Notes are identical in all material respects to the Initial Senior Notes, except that the Initial Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Initial Senior Notes do not apply to the Initial Exchange Notes. 

In April 2015, we completed a private offering of an additional $60 million in aggregate principal amount of our 6.875% senior notes due 2022 (which we refer to as the “Additional Senior Notes”) in reliance on Rule 144A and Regulation S under the Securities Act.  The Additional Senior Notes were issued at a price equal to 98.26% of their principal amount, and we received net proceeds of approximately $58.5 million.  The Additional Senior Notes are additional notes issued under the indenture pursuant to which the initial $200 million in aggregate principal amount of Initial Senior Notes were issued.  In October 2015, we completed an offer to exchange $60.0 million in aggregate principal amount of our 6.875% senior notes due 2022, which are registered under the Securities Act (which we refer to as the “Additional Exchange Notes”), for all of the Additional Senior Notes.  The terms of the Additional Exchange Notes are identical in all material respects to the Additional Senior Notes, except that the Additional Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Additional Senior Notes do not apply to the Additional Exchange Notes. 

The Initial Exchange Notes and the Additional Exchange Notes bear the same CUSIP number, are fungible with each other, and are treated as a single series of notes under the indenture.  We refer to the Initial Exchange Notes and the Additional Exchange Notes, collectively, as the “Senior Notes.”  The Senior Notes carry a coupon of 6.875% per annum.  The Senior Notes are unsecured senior obligations which are guaranteed on an unsecured senior basis by certain of our current and future subsidiaries. The Senior Notes contain certain restrictive covenants on issuing future secured debt and other transactions.  The aggregate principal balance of the Senior Notes is due May 2022, with interest only payments due semi-annually in May and November of each year.

Revolving line of credit 

On October 21, 2014, we entered into a credit agreement with Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and the lenders from time to time party thereto (which, as modified as described below, we refer to as the “Credit

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Agreement”). The Credit Agreement provided us with a revolving line of credit of up to $120 million (which, as modified as described below, we refer to as the “Revolving Credit Facility”).  

Under the terms of the Credit Agreement, we were entitled to request an increase in the size of the Revolving Credit Facility by an amount not exceeding $80 million. If the existing lenders elect not to provide the full amount of a requested increase, we may invite one or more other lender(s) to become a party to the Credit Agreement, subject to the approval of the Administrative Agent and L/C Issuer. The Credit Agreement includes a letter of credit sublimit of $20 million. The obligations under the Revolving Credit Facility were guaranteed by certain of our subsidiaries.

On July 31, 2015, we entered into a First Modification Agreement with Texas Capital Bank, National Association, as Administrative Agent, the lenders party thereto, and our subsidiary guarantors party thereto, which modified the Credit Agreement.  The First Modification Agreement, among other things, (i) increased the Revolving Credit Facility from $120 million to $200 million, (ii) extended the maturity date of the Revolving Credit Facility from October 21, 2017 to October 21, 2018, (iii) admitted Bank of America, N.A. as a new lender under the Revolving Credit Facility, and ( iv) increased the amount of the increase in the size of the Revolving Credit Facility that we had the option to request, from time to time, from an amount not exceeding $80 million to an amount not exceeding $100 million, subject to the terms and conditions of the First Modification Agreement and the Credit Agreement.  

On December 22, 2015, we entered into a Second Modification Agreement with Texas Capital Bank, National Association, as Administrative Agent, the lenders party thereto, and our subsidiary guarantors party thereto, which further modified the Credit Agreement.  The Second Modification Agreement, among other things, (i) increased the Revolving Credit Facility from $200 million to $300 million, and (ii) admitted Compass Bank, an Alabama Banking Corporation, and U.S. Bank National Association as new lenders under the Revolving Credit Facility.

Unless terminated earlier, the principal amount under the Revolving Credit Facility, together with all accrued unpaid interest and other amounts owing thereunder, if any, will be payable in full on October 21, 2018, the maturity date of the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a floating rate equal to the London Interbank Offered Rate plus an applicable margin between 2.75% and 3.25% per annum, or, in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.75% and 2.25% per annum. The “applicable margins” described above are determined by a schedule based on our leverage ratio, as defined in the Credit Agreement. The Credit Agreement also provides for fronting fees and letter of credit fees payable to the L/C Issuer and commitment fees payable to the Administrative Agent equal to 0.20% of the unused portion of the Revolving Credit Facility.

The Credit Agreement contains customary affirmative and negative covenants (including limitations on our ability to grant liens, incur additional debt, pay dividends, redeem our common stock, make certain investments, and engage in certain merger, consolidation or asset sale transactions), as well as customary events of default. The Credit Agreement also requires us to maintain (i) a leverage ratio of not more than 1.50 to 1.0 as of the last day of any fiscal quarter, based upon our and our subsidiaries’ (on a consolidated basis) ratio of debt to tangible net worth, (ii) an interest coverage ratio of not less than 1.50 to 1.0 for any four fiscal quarter period, based upon our and our subsidiaries’ (on a consolidated basis) ratio of EBITDA to cash interest expense, (iii) a consolidated tangible net worth of not less than the sum of $250 million, plus 50% of the net proceeds of any issuances of equity interests by us and the guarantors of the Revolving Credit Facility, plus 50% of the amount of our and our subsidiaries’ consolidated net income, (iv) liquidity of not less than $25 million, and (v) a risk asset ratio of not more than 1.25 to 1.0, based upon the ratio of the book value of all risk assets owned by us and our subsidiaries to our tangible net worth.  As of March 31, 2016, we were in compliance with all covenants under the Credit Agreement.

As of March 31, 2016, we had $160.0 million outstanding under the Credit Agreement.

Other financing obligations

As of March 31, 2016, the Company has three land development notes, two of which mature in May 2016 and one in December 2017, and one insurance premium note which matures in March 2017.  These notes bear interest at rates ranging from 0.5% to 5.0%.  As of March 31, 2016 and December 31, 2015, we had $2.9 million and $3.4 million, respectively, of outstanding land development notes and insurance premium notes.



8. Interest

Interest is capitalized to inventories while the related communities are being actively developed and until homes are completed.  As our qualifying assets exceeded our outstanding debt during the three months ended March  31, 2016 and 2015, we capitalized all interest costs incurred during these periods, except for interest incurred on capital leases of equipment related to our golf course operations.

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Our interest costs are as follows (in thousands):





 

 

 

 

 

 



 

Three Months Ended



 

March 31,



 

2016

 

2015

Interest capitalized beginning of period

 

$

21,533 

 

$

11,302 

Interest capitalized during period

 

 

6,380 

 

 

3,919 

Less: capitalized interest in cost of sales

 

 

(3,067)

 

 

(1,621)

Interest capitalized end of period

 

$

24,846 

 

$

13,600 









9. Income Taxes

At the end of each interim period we are required to estimate our annual effective tax rate for the fiscal year, and to use that rate to provide for income taxes for the current year-to-date reporting period. Accordingly, we recorded income tax expense of $4.4 million and $3.2 million for the three months ended March 31, 2016 and 2015, respectively. Our income tax expense for the three months ended March 31, 2016 is based on our estimated annual effective tax rate of approximately 34.5% and a discrete item related to vesting of restricted stock awardsOur effective tax rate is driven by our blended federal and state statutory rate of 37.2% Our blended federal and state statutory tax rate is reflective of the states in which we operate, including Nevada and Texas which generally do not have corporate income tax.  Our blended federal and state statutory tax rate is partially offset by benefits from additional deductions for tax related to domestic production activities allowed for under Section 199 of the Internal Revenue Code.  

10. Fair Value Disclosures

Accounting Standards Codification Topic 820, Fair Value Measurement, defines fair value as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:

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.

The following table presents carrying values and estimated fair values of financial instruments (in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

March 31, 2016

 

December 31, 2015



 

Hierarchy 

 

Carrying 

 

Fair Value

 

Carrying 

 

Fair Value

Secured note receivable(1)

 

Level 2

 

$

2,923 

 

$

2,962 

 

$

2,947 

 

$

2,926 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.875% Senior Notes(2)

 

Level 2

 

$

252,139 

 

$

242,492 

 

$

251,815 

 

$

232,503 

Revolving Credit Facility(3)

 

Level 2

 

 

160,000 

 

 

160,000 

 

 

135,000 

 

 

135,000 

Land development notes(4)

 

Level 2

 

 

2,369 

 

 

2,437 

 

 

2,677 

 

 

2,672 

Insurance premium notes(3)

 

Level 2

 

 

543 

 

 

543 

 

 

751 

 

 

751 

Total notes payable and revolving line of credit

 

 

 

$

415,051 

 

$

405,472 

 

$

390,243 

 

$

370,926 

(1)

The estimated fair value of the secured note received in connection with the disposition of the golf course in our Tuscany community in our Nevada operating segment as of March 31, 2016 was based on a cash flow model discounted at market interest rates that considered the underlying risks of the note.

(2)

Estimated fair value of the Senior Notes at March 31, 2016 and December 31, 2015 incorporated recent trading activity in inactive markets.

(3)

Carrying amount approximates fair value due to short-term nature and interest rate terms.

(4)

The estimated fair values of the land development notes at March 31, 2016 and December 31, 2015 were based on cash flow models discounted at market interest rates that considered underlying risks of the debt.

The carrying amount of cash and cash equivalents approximates fair value. Non-financial assets and liabilities include items such as inventory and long-lived assets that are measured at fair value when acquired and resulting from impairment, if deemed necessary.

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11. Stock-Based Compensation

Our authorized capital stock consists of 100.0 million shares of common stock, par value $0.01 per share, and 50.0 million shares of preferred stock, par value $0.01 per share. As of March 31, 2016 and December 31, 2015, there were 20.6 million and 20.6 million shares of common stock issued and outstanding, respectively,  exclusive of the restricted common stock issued. During the three months ended March 31, 2016 we repurchased 0.2 million shares of our common stock at a weighted average price of $15.03 per share.  We also issued 0.2 million shares of common stock related to the vesting of restricted stock awards during the same period.  We had reserved a total of 1.8 million shares of our common stock for issuance under our First Amended & Restated 2013 Long-Term Incentive Plan, of which, as of March 31, 2016, 0.6 million shares remain available for issuance.

During the three months ended March 31, 2016, we granted 0.5 million shares of restricted stock units with a weighted average grant date fair value of $14.17 per share. Such restricted stock units vest over a three year period from the grant date.  Previously, we had issued awards of restricted common stock under our First Amended & Restated 2013 Long-Term Inventive Plan.

A summary of our outstanding awards of restricted common stock and restricted stock units are as follows (in thousands, except years):





 

 

 

 

 



 

 

As of



 

 

March 31, 2016



 

 

Restricted Common Stock

 

Restricted Stock Units

Unvested shares/units

 

 

517 

 

492 

Unrecognized compensation cost

 

 

$6,805 

 

$6,648 

Period to recognize compensation cost

 

 

1.6 years

 

2.9 years

During the three months ended March 31, 2016 and 2015, we recognized stock-based compensation expense of $1.7 million and $1.1 million, respectively. Stock-based compensation expense is included in selling, general, and administrative on our consolidated statements of operations.

12. Earnings Per Share

We use the two-class method of calculating earnings per share (which we refer to as “EPS”) as our non-vested restricted stock awards have non-forfeitable rights to dividends and, accordingly, represent a participating security. The two-class method is an earnings allocation method under which EPS is calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings as if all such earnings had been distributed during the period.  We use the treasury stock method to calculate the dilutive effect of our restricted stock units as the restricted stock units do not have participating rights.

The following table sets forth the computation of basic and diluted EPS for the three months ended March 31, 2016 and 2015 (in thousands, except share and per share information):



 

 

 

 

 

 



 

Three Months Ended



 

March 31,



 

2016

 

2015

Numerator

 

 

 

 

 

 

Net income

 

$

7,983 

 

$

6,351 

Less: Undistributed earnings allocated to participating securities

 

 

(232)

 

 

(185)

Net income allocable to common stockholders

 

$

7,751 

 

$

6,166 

Denominator

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

 

20,626,451 

 

 

20,509,679 

Dilutive effect of restricted stock units

 

 

18,796 

 

 

 —

Weighted average common shares outstanding - diluted

 

 

20,645,247 

 

 

20,509,679 

Earnings per share:

 

 

 

 

 

 

Basic and diluted

 

$

0.38 

 

$

0.30 













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13. Commitments and Contingencies

Letters of Credit and Performance Bonds

In the normal course of business, the Company posts letters of credit and performance bonds related to our land development performance obligations with local municipalities. As of March 31, 2016 and December 31, 2015, we had $63.7 million and $63.6 million, respectively, in letters of credit and performance bonds issued and outstanding.

Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business, which consist primarily of construction defect claims. It is the opinion of our management that if the claims have merit, parties other than the Company would be, at least in part, liable for the claims, and eventual outcome of these claims will not have a material adverse effect upon our consolidated financial condition, results of operations, or cash flows. When we believe that a loss is probable and estimable, we record a charge to selling, general, and administrative on our consolidated statements of operations for our estimated loss.

We do not believe that the ultimate resolution of any claims and lawsuits will have a material adverse effect upon our consolidated financial position, results of operations, or cash flow.







14. Disposition of Golf Courses

On May 26, 2015, we disposed of the operations of the golf course in our Tuscany community in our Nevada operating segment for total consideration of $4.0 million, which included $1.0 million in cash and a $3.0 million secured note, and resulted in a gain on sale of $2.0 thousand. The secured note accrues interest at rates ranging from 4.5% to 5.5% per annum and requires monthly payments of principal and interest with a balloon payment of $2.5 million of principal in May of 2020.  

On May 19, 2015, we initiated our rights under a fixed price put option to dispose of the golf course in our Rhodes Ranch community in our Nevada operating segment for $5.9 million. The fixed price put option requires closing to occur on or before June 1, 2016. Accordingly, the assets and liabilities of the Rhodes Ranch golf course have been classified as held for sale and presented in prepaid expenses and other assets and accrued expenses and other liabilities on the consolidated balance sheet as of March 31, 2016. 

15. Supplemental Guarantor Information

In May 2014, we completed a private offering of $200.0 million in aggregate principal amount of our 6.875% senior notes due 2022 (which we refer to as the “Initial Senior Notes”).  In February 2015, we completed an offer to exchange $200.0 million in aggregate principal amount of our 6.875% senior notes due 2022, which are registered under the Securities Act (which we refer to as the “Initial Exchange Notes”), for all of the Initial Senior Notes sold and issued in the May 2014 private offering.  The terms of the Initial Exchange Notes are identical in all material respects to the Initial Senior Notes, except that the Initial Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Initial Senior Notes do not apply to the Initial Exchange Notes.    

In April 2015, we completed a private offering of an additional $60 million in aggregate principal amount of our 6.875% senior notes due 2022 (which we refer to as the “Additional Senior Notes”).  In October 2015, we completed an offer to exchange $60.0 million in aggregate principal amount of our 6.875% senior notes due 2022, which are registered under the Securities Act (which we refer to as the “Additional Exchange Notes”), for all of the Additional Senior Notes.  The terms of the Additional Exchange Notes are identical in all material respects to the Additional Senior Notes, except that the Additional Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Additional Senior Notes do not apply to the Additional Exchange Notes. 

The Additional Senior Notes and the Additional Exchange Notes are additional notes issued under the indenture pursuant to which the Initial Senior Notes and Initial Exchange Notes were issued.  The Initial Exchange Notes and the Additional Exchange Notes bear the same CUSIP number, are fungible with each other, and are treated as a single series of notes under the indenture.  We refer to the Initial Exchange Notes and the Additional Exchange Notes, collectively, as the “Senior Notes.”

The Senior Notes are our unsecured senior obligations, and are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by substantially all of our direct and indirect wholly-owned operating subsidiaries (which we refer to as “Guarantors”).

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The Indenture governing the Senior Notes provides that the guarantees of a Guarantor will be automatically and unconditionally released and discharged: (1) upon any sale, transfer, exchange or other disposition (by merger, consolidation or otherwise) of all of the equity interests of such Guarantor after which the applicable Guarantor is no longer a “Restricted Subsidiary” (as defined in the Indenture), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the Indenture) or is made in compliance with applicable provisions of the Indenture; (2) upon any sale, transfer, exchange or other disposition (by merger, consolidation or otherwise) of all of the assets of such Guarantor, which sale, transfer, exchange or other disposition does not constitute an Asset Sale or is made in compliance with applicable provisions of the Indenture; provided, that after such sale, transfer, exchange or other disposition, such Guarantor is an “Immaterial Subsidiary” (as defined in the Indenture); (3) unless a default has occurred and is continuing, upon the release or discharge of such Guarantor from its guarantee of any indebtedness for borrowed money of the Company and the Guarantors so long as such Guarantor would not then otherwise be required to provide a guarantee pursuant to the Indenture; provided that if such Guarantor has incurred any indebtedness in reliance on its status as a Guarantor in compliance with applicable provisions of the Indenture, such Guarantor’s obligations under such indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Guarantor) in compliance with applicable provisions of the Indenture; (4) upon the designation of such Guarantor as an “Unrestricted Subsidiary” (as defined in the Indenture), in accordance with the Indenture; (5) if the Company exercises its legal defeasance option or covenant defeasance option under the Indenture or if the obligations of the Company and the Guarantors are discharged in compliance with applicable provisions of the Indenture, upon such exercise or discharge; or (6) in connection with the dissolution of such Guarantor under applicable law in accordance with the Indenture.

As the guarantees were made in connection with the February 2015 exchange offer for the Initial Exchange Notes and the October 2015 exchange offer for the Additional Exchange Notes, the Guarantors’ condensed financial information is presented as if the guarantees existed during the periods presented. If any Guarantors are released from the guarantees in future periods, the changes are reflected prospectively.

We have determined that separate, full financial statements of the Guarantors would not be material to investors and, accordingly, supplemental financial information is presented below:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Supplemental Condensed Consolidated Balance Sheet



 

As of March 31, 2016  (in thousands)  



 

 

 

 

Guarantor

 

Non Guarantor

 

Elimination

 

Consolidated



 

CCS

 

Subsidiaries

 

Subsidiaries

 

Entries

 

CCS

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,986 

 

$

3,451 

 

$

 —

 

$

 —

 

$

11,437 

Accounts receivable

 

 

 

 

17,189 

 

 

 —

 

 

 —

 

 

17,192 

Investment in subsidiaries

 

 

829,122 

 

 

 —

 

 

 —

 

 

(829,122)

 

 

 —

Inventories

 

 

 —

 

 

867,357 

 

 

 —

 

 

 —

 

 

867,357 

Prepaid expenses and other assets

 

 

3,170 

 

 

22,977 

 

 

 —

 

 

 —

 

 

26,147 

Property and equipment, net

 

 

1,003 

 

 

8,980 

 

 

 —

 

 

 —

 

 

9,983 

Amortizable intangible assets, net

 

 

 —

 

 

4,140 

 

 

 —

 

 

 —

 

 

4,140 

Goodwill

 

 

 —

 

 

21,365 

 

 

 —

 

 

 —

 

 

21,365 

Total assets

 

$

841,284 

 

$

945,459 

 

$

 —

 

$

(829,122)

 

$

957,621 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 —

 

$

13,538 

 

$

 —

 

$

 —

 

$

13,538 

Accrued expenses and other liabilities

 

 

12,206 

 

 

99,886 

 

 

 —

 

 

 —

 

 

112,092 

Deferred tax liability, net

 

 

411 

 

 

 —

 

 

 —

 

 

 —

 

 

411 

Notes payable and revolving line of credit

 

 

412,138 

 

 

2,913 

 

 

 —

 

 

 —

 

 

415,051 

Total liabilities

 

 

424,755 

 

 

116,337 

 

 

 —

 

 

 —

 

 

541,092 

Stockholders’ equity:

 

 

416,529 

 

 

829,122 

 

 

 —

 

 

(829,122)

 

 

416,529 

Total liabilities and stockholders’ equity

 

$

841,284 

 

$

945,459 

 

$

 —

 

$

(829,122)

 

$

957,621 



14 

 


 

Table of Contents

 

 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Supplemental Condensed Consolidated Balance Sheet



 

As of December 31, 2015  (in thousands)  



 

 

 

 

Guarantor

 

Non Guarantor

 

Elimination

 

Consolidated



 

CCS

 

Subsidiaries

 

Subsidiaries

 

Entries

 

CCS

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

22,002 

 

$

7,285 

 

$

 —

 

$

 —

 

$

29,287 

Accounts receivable

 

 

1,239 

 

 

15,819 

 

 

 —

 

 

 —

 

 

17,058 

Investment in subsidiaries

 

 

777,898 

 

 

 —

 

 

 —

 

 

(777,898)

 

 

 —

Inventories

 

 

 —

 

 

810,137 

 

 

 —

 

 

 —

 

 

810,137 

Prepaid expenses and other assets

 

 

3,727 

 

 

23,008 

 

 

 —

 

 

 —

 

 

26,735 

Property and equipment, net

 

 

857 

 

 

7,518 

 

 

 —

 

 

 —

 

 

8,375 

Amortizable intangible assets, net

 

 

 —

 

 

4,784 

 

 

 —

 

 

 —

 

 

4,784 

Goodwill

 

 

 —

 

 

21,365 

 

 

 —

 

 

 —

 

 

21,365 

Total assets

 

$

805,723 

 

$

889,916 

 

$

 —

 

$

(777,898)

 

$

917,741 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 —

 

$

10,967 

 

$

 —

 

$

 —

 

$

10,967 

Accrued expenses and other liabilities

 

 

9,154 

 

 

97,623 

 

 

 —

 

 

 —

 

 

106,777 

Deferred tax liability, net

 

 

275 

 

 

 —

 

 

 —

 

 

 —

 

 

275 

Notes payable and revolving line of credit

 

 

386,815 

 

 

3,428 

 

 

 —

 

 

 —

 

 

390,243 

Total liabilities

 

 

396,244 

 

 

112,018 

 

 

 —

 

 

 —

 

 

508,262 

Stockholders’ equity:

 

 

409,479 

 

 

777,898 

 

 

 —

 

 

(777,898)

 

 

409,479 

Total liabilities and stockholders’ equity

 

$

805,723 

 

$

889,916 

 

$

 —

 

$

(777,898)

 

$

917,741 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Supplemental Condensed Consolidated Statement of Operations



For the Three Months Ended March 31, 2016 (in thousands)



 

 

 

 

Guarantor

 

Non Guarantor

 

Elimination

 

Consolidated



 

CCS

 

Subsidiaries

 

Subsidiaries

 

Entries

 

CCS

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenues

 

$

 —

 

$

181,081 

 

$

 —

 

$

 —

 

$

181,081 

Land sales revenues

 

 

 —

 

 

1,970 

 

 

 —

 

 

 —

 

 

1,970 

Golf course and other revenue

 

 

 —

 

 

1,045 

 

 

 —

 

 

 —

 

 

1,045 

Total revenue

 

 

 —

 

 

184,096 

 

 

 —

 

 

 —

 

 

184,096 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of homes sales revenues

 

 

 —

 

 

144,353 

 

 

 —

 

 

 —

 

 

144,353 

Cost of land sales revenues

 

 

 —

 

 

1,826 

 

 

 —

 

 

 —

 

 

1,826 

Cost of golf course and other revenue

 

 

 —

 

 

716 

 

 

 —

 

 

 —

 

 

716 

Selling, general and administrative

 

 

5,392 

 

 

19,793 

 

 

 —

 

 

 —

 

 

25,185 

Total operating costs and expenses

 

 

5,392 

 

 

166,688 

 

 

 —

 

 

 —

 

 

172,080 

Operating income (loss)

 

 

(5,392)

 

 

17,408 

 

 

 —

 

 

 —

 

 

12,016 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings from consolidated subsidiaries

 

 

11,689 

 

 

 —

 

 

 —

 

 

(11,689)

 

 

 —

Interest income

 

 

 

 

33 

 

 

 —

 

 

 —

 

 

40 

Interest expense

 

 

 —

 

 

(2)

 

 

 —

 

 

 —

 

 

(2)

Acquisition expense

 

 

(169)

 

 

 —

 

 

 —

 

 

 —

 

 

(169)

Other income

 

 

 —

 

 

324 

 

 

 —

 

 

 —

 

 

324 

Loss on disposition of assets

 

 

 —

 

 

220 

 

 

 —

 

 

 —

 

 

220 

Income before income tax expense

 

 

6,135 

 

 

17,983 

 

 

 —

 

 

(11,689)

 

 

12,429 

Income tax expense

 

 

(1,848)

 

 

6,294 

 

 

 —

 

 

 —

 

 

4,446 

Net income

 

$

7,983 

 

$

11,689 

 

$

 —

 

$

(11,689)

 

$

7,983 







15 

 


 

Table of Contents

 

 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Supplemental Condensed Consolidated Statement of Operations



 

For the Three Months Ended March 31, 2015 (in thousands)



 

 

 

 

Guarantor

 

Non Guarantor

 

Elimination

 

Consolidated



 

CCS

 

Subsidiaries

 

Subsidiaries

 

Entries

 

CCS



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenues

 

$

 —

 

$

154,335 

 

$

 —

 

$

 —

 

$

154,335 

Golf course and other revenue

 

 

 —

 

 

2,103 

 

 

 —

 

 

 —

 

 

2,103 

Total revenue

 

 

 —

 

 

156,438 

 

 

 —

 

 

 —

 

 

156,438 

Cost of home sale revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of homes sales revenues

 

 

 —

 

 

124,806 

 

 

 —

 

 

 —

 

 

124,806 

Cost of golf course and other revenue

 

 

 —

 

 

1,506 

 

 

 —

 

 

 —

 

 

1,506 

Selling, general and administrative

 

 

4,884 

 

 

16,048 

 

 

 —

 

 

 —

 

 

20,932 

Total operating costs and expenses

 

 

4,884 

 

 

142,360 

 

 

 —

 

 

 —

 

 

147,244 

Operating income

 

 

(4,884)

 

 

14,078 

 

 

 —

 

 

 —

 

 

9,194 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings from consolidated subsidiaries

 

 

9,356 

 

 

 —

 

 

 —

 

 

(9,356)

 

 

 —

Interest income

 

 

14 

 

 

 

 

 —

 

 

 —

 

 

16 

Interest expense

 

 

 —

 

 

(3)

 

 

 —

 

 

 —

 

 

(3)

Acquisition expense

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Other income

 

 

 —

 

 

317 

 

 

 —

 

 

 —

 

 

317 

Income before income tax expense

 

 

4,486 

 

 

14,394 

 

 

 —

 

 

(9,356)

 

 

9,524 

Income tax expense

 

 

(1,865)

 

 

5,038 

 

 

 —

 

 

 —

 

 

3,173 

Net income

 

$

6,351 

 

$

9,356 

 

$

 —

 

$

(9,356)

 

$

6,351 









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Supplemental Condensed Consolidated Statement of Cash Flows



 

For the Three Months Ended March 31, 2016 (in thousands)  



 

 

 

 

Guarantor

 

Non Guarantor

 

Elimination

 

Consolidated



 

CCS

 

Subsidiaries

 

Subsidiaries

 

Entries

 

CCS

Net cash provided by/(used in) operating activities

 

$

2,837 

 

$

(40,401)

 

$

 —

 

$

 —

 

$

(37,564)

Net cash used in investing activities

 

$

(39,206)

 

$

(1,915)

 

$

 —

 

$

38,997 

 

$

(2,124)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under revolving credit facilities

 

$

50,000 

 

$

 —

 

$

 —

 

$

 —

 

$

50,000 

Payments on revolving credit facilities

 

 

(25,000)

 

 

 —

 

 

 —

 

 

 —

 

 

(25,000)

Principal payments from notes payable

 

 

 —

 

 

(515)

 

 

 —

 

 

 —

 

 

(515)

Repurchases of common stock under our stock repurchase program

 

 

(2,393)

 

 

 —

 

 

 —

 

 

 —

 

 

(2,393)

Repurchases of common stock upon vesting of restricted stock awards

 

 

(254)

 

 

 —

 

 

 —

 

 

 —

 

 

(254)

Payments from (and advances to) parent/subsidiary

 

 

 —

 

 

38,997 

 

 

 —

 

 

(38,997)

 

 

 —

Net cash provided by financing activities

 

$

22,353 

 

$

38,482 

 

$

 —

 

$

(38,997)

 

$

21,838 

Net decrease in cash and cash equivalents

 

$

(14,016)

 

$

(3,834)

 

$

 —

 

$

 —

 

$

(17,850)

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

$

22,002 

 

$

7,285 

 

$

 —

 

$

 

 

$

29,287 

End of period

 

$

7,986 

 

$

3,451 

 

$

 —

 

$

 —

 

$

11,437 



16 

 


 

Table of Contents

 

 











 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Supplemental Condensed Consolidated Statement of Cash Flows



 

For the Three Months Ended March 31, 2015 (in thousands)



 

 

 

 

Guarantor

 

Non Guarantor

 

Elimination

 

Consolidated



 

CCS

 

Subsidiaries

 

Subsidiaries

 

Entries

 

CCS



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(1,270)

 

$

(36,503)

 

$

 —

 

$

 —

 

$

(37,773)

Net cash used in investing activities

 

$

(41,677)

 

$

(1,069)

 

$

 —

 

$

41,531 

 

$

(1,215)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under revolving credit facilities

 

$

35,000 

 

$

 —

 

$

 —

 

$

 —

 

$

35,000 

Principal payments on notes payable

 

 

 —

 

 

(2,442)

 

 

 —

 

 

 —

 

 

(2,442)

Debt issuance costs

 

 

(385)

 

 

 —

 

 

 —

 

 

 —

 

 

(385)

Payments from (and advances to) parent/subsidiary

 

 

 —

 

 

41,531 

 

 

 —

 

 

(41,531)

 

 

 —

Net cash provided by financing activities

 

$

34,615 

 

$

39,089 

 

$

 —

 

$

(41,531)

 

$

32,173 

Net increase (decrease) in cash and cash equivalents

 

$

(8,332)

 

$

1,517 

 

$

 —

 

$

 —

 

$

(6,815)

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

22,710 

 

 

10,752 

 

 

 —

 

 

 —

 

 

33,462 

End of period

 

$

14,378 

 

$

12,269 

 

$

 —

 

$

 —

 

$

26,647 

      





















 



17 

 


 

Table of Contents

 

 

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Some of the statements included in this Quarterly Report on Form 10-Q (which we refer to as this “Form 10-Q”) constitute forward-looking statements within the meaning of the federal securities laws.  Forward-looking statements relate to expectations, beliefs, projections, forecasts, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  These statements are only predictions.  We caution that forward-looking statements are not guarantees.  Actual events and results of operations could differ materially from those expressed or implied in the forward-looking statements.  Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.  You can also identify forward-looking statements by discussions of strategy, plans or intentions.  Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors.

The forward-looking statements included in this Form 10-Q reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement.  Statements regarding the following subjects, among others, may be forward-looking:

·

economic changes either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation;

·

continued or increased downturn in the homebuilding industry;

·

changes in assumptions used to make industry forecasts;

·

continued volatility and uncertainty in the credit markets and broader financial markets;

·

our future operating results and financial condition;

·

our business operations;

·

changes in our business and investment strategy;

·

availability of land to acquire and our ability to acquire such land on favorable terms or at all;

·

availability, terms and deployment of capital;

·

continued or increased disruption in the availability of mortgage financing or the number of foreclosures in the market;

·

shortages of or increased prices for labor, land or raw materials used in housing construction;

·

delays in land development or home construction resulting from adverse weather conditions or other events outside our control;

·

changes in, or the failure or inability to comply with, governmental laws and regulations;

·

the timing of receipt of regulatory approvals and the opening of projects;

·

the degree and nature of our competition;

·

our leverage and debt service obligations; and

·

availability of qualified personnel and our ability to retain our key personnel.





The forward-looking statements are based on our beliefs, assumptions and expectations of future events, taking into account all information currently available to us.  Forward-looking statements are not guarantees of future events or of our performance.  These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us.  Some of these events and factors are described in “Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in “Part II, Item 1A.  Risk Factors” in this Form 10-Q, and other risks and uncertainties detailed in this and our other reports and filings with the SEC.  If a change occurs, our business, financial condition, liquidity, cash flows and results of operations may vary materially from those expressed in or implied by our forward-looking statements.  New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us.  Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Therefore, you should not rely on these forward-looking statements as of any date subsequent to the date of this Form 10-Q.

As used in this Form 10-Q, references to “we,” “us,” “our” or the “Company” refer to Century Communities, Inc., a Delaware corporation, and, unless the context otherwise requires, its subsidiaries and affiliates.

18 

 


 

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Overview

We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in metropolitan areas in Colorado, Austin and San Antonio, Texas (which we refer to as “Central Texas”), Houston, Texas, Las Vegas, Nevada and Atlanta, Georgia.  Our homebuilding operations are organized into the following five operating segments based on the geographic markets in which we operate: Atlanta, Central Texas, Colorado, Houston and Nevada.  In many of our projects, in addition to building homes, we are responsible for the entitlement and development of the underlying land.

In May 2016, we commenced operations in Utah with the acquisition of 47 finished lots in Salt Lake City.

We build and sell an extensive range of home types across a variety of price points. Our emphasis is on acquiring well-located land positions and offering quality homes with innovative design elements.

Results of Operations

During the three months ended March 31, 2016, we delivered 539 homes, with an average sales price of $336.0 thousand. During the same period, we generated approximately $181.1 million in home sales revenues, approximately $12.4 million in income before income tax expense, and approximately $8.0 million in net income. For the three months ended March 31, 2016, our net new home contracts totaled 794  a 12.5% increase over the same period in 2015. As of March 31, 2016, we had a backlog of 969 sold but unclosed homes, a 5.3% increase over the same period in 2015, consisting of approximately $361.3 million in sales value, a  17.3% increase over the same period in 2015. 

19 

 


 

Table of Contents

 

 

The following table summarizes our results of operation for the three months ended March 31, 2016 and 2015. 









 

 

 

 

 

 

 

 



 

Three Months Ended

(in thousands, except per share amounts)

 

March 31,



 

2016

 

2015



 

(unaudited)

Consolidated Statements of Operations:

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

Home sales revenues

 

$

181,081 

 

 

$

154,335 

 

Land sales revenues

 

 

1,970 

 

 

 

 —

 

Golf course and other revenue

 

 

1,045 

 

 

 

2,103 

 

Total revenue

 

 

184,096 

 

 

 

156,438 

 

Costs and expenses

 

 

 

 

 

 

 

 

Cost of home sales revenues

 

 

144,353 

 

 

 

124,806 

 

Cost of land sales revenues

 

 

1,826 

 

 

 

 —

 

Cost of golf course and other revenue

 

 

716 

 

 

 

1,506 

 

Selling, general, and administrative

 

 

25,185 

 

 

 

20,932 

 

Total operating costs and expenses

 

 

172,080 

 

 

 

147,244 

 

Operating income

 

 

12,016 

 

 

 

9,194 

 

Other income (expense)

 

 

413 

 

 

 

330 

 

Income before income tax expense

 

 

12,429 

 

 

 

9,524 

 

Income tax expense

 

 

4,446 

 

 

 

3,173 

 

Net income

 

$

7,983 

 

 

$

6,351 

 

Earnings per share:

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.38 

 

 

$

0.30 

 



 

 

 

 

 

 

 

 

Other Operating Information (dollars in thousands):

 

 

 

 

 

 

 

 

Number of homes delivered

 

 

539 

 

 

 

542 

 

Average sales price of homes delivered

 

$

336.0 

 

 

$

284.8 

 

Homebuilding gross margin percentage

 

 

20.3 

%

 

 

19.1 

%

Adjusted homebuilding gross margin excluding interest and purchase price accounting for acquired work in process inventory (1)

 

 

22.1 

%

 

 

21.5 

%

Cancellation rate

 

 

18 

%

 

 

19 

%

Backlog at end of period, number of homes

 

 

969 

 

 

 

920 

 

Backlog at end of period, aggregate sales value

 

$

361,298 

 

 

$

307,973 

 

Average sales price of homes in backlog

 

$

372.9 

 

 

$

334.8 

 

Net new home contracts

 

 

794 

 

 

 

706 

 

Selling communities at period end

 

 

87 

 

 

 

79 

 

Average selling communities

 

 

87 

 

 

 

75 

 

Total owned and controlled lot inventory

 

 

13,188 

 

 

 

13,160 

 

(1) Non-GAAP financial measure.

20 

 


 

Table of Contents

 

 

Home Sales Revenues and Homes Delivered

The following tables summarize our home deliveries and average sales price for each of our operating segments for the three months ended March 31, 2016 and 2015:







 

 

 

 

 

 

 

 

 

 

 

 

New homes delivered

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 



 

March 31,

 

Increase (Decrease)



 

2016

 

2015

 

Amount 

 

% 

Atlanta

 

 

254 

 

 

255 

 

 

(1)

 

(0.4)

%

Central Texas

 

 

61 

 

 

39 

 

 

22 

 

56.4 

%

Colorado

 

 

157 

 

 

143 

 

 

14 

 

9.8 

%

Houston

 

 

27 

 

 

60 

 

 

(33)

 

(55.0)

%

Nevada

 

 

40 

 

 

45 

 

 

(5)

 

(11.1)

%

Total

 

 

539 

 

 

542 

 

 

(3)

 

(0.6)

%



 

 

 

 

 

 

 

 

 

 

 

 

Average sales price of homes

 

 

 

 

 

 

 

 

 

 

 

 

delivered (in thousands)

 

Three Months Ended

 

 



 

March 31,

 

Increase (Decrease)



 

2016

 

2015

 

Amount 

 

% 

Atlanta

 

$

254.0 

 

$

222.1 

 

$

31.9 

 

14.4 

%

Central Texas

 

$

445.1 

 

$

436.8 

 

$

8.3 

 

1.9 

%

Colorado

 

$

438.5 

 

$

390.3 

 

$

48.2 

 

12.3 

%

Houston

 

$

276.8 

 

$

173.4 

 

$

103.4 

 

59.6 

%

Nevada

 

$

327.1 

 

$

320.8 

 

$

6.3 

 

2.0 

%

Total

 

$

336.0 

 

$

284.8 

 

$

51.2 

 

18.0 

%



We generated $181.1 million in home sales revenues during the three months ended March 31, 2016.  This represents a 17.3% increase as compared to the three months ended March 31, 2015, where we generated $154.3 million in home sales revenues.  The increase in home sales revenues is primarily a result of an increase in our average sales price, as our deliveries remained relatively consistent period over period.  

Our average sales price increased  18.0% to $336.0 thousand for the three months ended March 31, 2016, as compared to the same period in 2015.  The increase is primarily a result of changes in our product mix and price appreciation in all of our markets, in particular our Atlanta and Colorado operating segments, as well as additional deliveries in higher priced communities.  

Cost of Home Sales Revenues

Cost of home sales revenues increased $19.5 million, or 15.7%, for the three months ended March 31, 2016, as compared to the same period in 2015. The increase in cost of home sales revenues correlates with the increase in our average sales price.

Homebuilding Gross Margin

Homebuilding gross margin represents home sales revenues less cost of home sales revenues. Our homebuilding gross margin percentage, which represents homebuilding gross margin divided by home sales revenues, increased during the three months ended March 31, 2016  to 20.3%, as compared to 19.1% for the same period in 2015.  The increase is primarily driven by higher average sales prices in our Atlanta and Colorado operating segments.

21 

 


 

Table of Contents

 

 

In the following table, we calculate our homebuilding gross margin adjusting for interest in cost of sales, and purchase price accounting for acquired work in process inventory.



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended March 31,



 

2016

 

% 

 

2015

 

% 



 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenues

 

$

181,081 

 

100.0 

%

 

$

154,335 

 

100.0 

%

Cost of home sales revenues

 

 

144,353 

 

79.7 

%

 

 

124,806 

 

80.9 

%

Gross margin from home sales

 

 

36,728 

 

20.3 

%

 

 

29,529 

 

19.1 

%

Add: Interest in cost of home sales revenues

 

 

3,067 

 

1.7 

%

 

 

1,621 

 

1.1 

%

Adjusted homebuilding gross margin excluding interest (1)

 

 

39,795 

 

22.0 

%

 

 

31,150 

 

20.2 

%

Add: Purchase price accounting for acquired work in process inventory

 

 

136 

 

0.1 

%

 

 

2,027 

 

1.3 

%

Adjusted homebuilding gross margin excluding interest and purchase price accounting for acquired work in process inventory (1)

 

$

39,931 

 

22.1 

%

 

$

33,177 

 

21.5 

%

 









(1)Non-GAAP financial measure.

 

Excluding interest in cost of home sales revenues and purchase price accounting for acquired work in process inventory, our adjusted homebuilding gross margin percentage was 22.1% for the three months ended March 31, 2016, as compared to 21.5 % for same period in 2015. The increase in adjusted homebuilding gross margin is primarily a result of higher average sales prices in our Atlanta and Colorado operating segments, as well as a mix of closings in higher-margin communities.  We believe the above information is meaningful as it isolates the impact that indebtedness and acquisitions have on homebuilding gross margin and allows for comparability of our homebuilding gross margins to previous periods and our competitors. 

Gross Margin on Land Sales

During the three months ended March 31, 2016, we disposed of land for $2.0 million, which had a carrying basis of $1.8 million.  Land sales were driven by one community in our Central Texas operating segment for which we are the master developer and are developing a portion of the community’s lots for sale to third-party homebuilders. 

Gross Margin on Golf Course and Other

On May 26, 2015, we disposed of the operations of the golf course in our Tuscany community in our Nevada operating segment for total consideration of $4.0 million, which included $1.0 million in cash and a $3.0 million secured note, and resulted in a gain of $2.0 thousand. The secured note accrues interest at rates ranging from 4.5% to 5.5% per annum and requires monthly payments of principal and interest with a balloon payment of $2.5 million of principal in May of 2020.

On May 19, 2015, we initiated our rights under a fixed price put option to dispose of the golf course in our Rhodes Ranch community in our Nevada operating segment for $5.9 million. The fixed price put option requires closing to occur on or before June 1, 2016. Accordingly, the assets and liabilities of the Rhodes Ranch golf course have been classified as held for sale and presented in prepaid expenses and other assets and accrued expenses and other liabilities on the consolidated balance sheet as of March 31, 2016.

We generated approximately $1.0 million and $2.1 million in revenue during the three months ended March 31, 2016 and 2015, respectively, which were partially offset by costs associated with the golf courses of $0.7 million and $1.5 million for the three months ended March 31, 2016 and 2015, respectively. The decrease in revenues and costs were a result of operating one golf course in 2016 as opposed to two golf courses in the previous year.

Selling, General and Administrative Expense 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

 



 

March 31,

 

Increase 



 

2016

 

2015

 

Amount 

 

% 

Selling, general and administrative

 

$

25,185 

 

 

$

20,932 

 

 

$

4,253 

 

 

20.3 

%

As a percentage of homes sales revenue

 

 

13.9 

%

 

 

13.6 

%

 

 

 

 

 

 

 

Our selling, general and administrative costs increased  $4.3 million for the three months ended March 31, 2016 as compared to the same period in 2015. The increase was primarily attributable to the following: (1) an increase of $2.1 million in our compensation-

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related expenses, including incentive compensation, resulting largely from a 15.4% increase in our headcount to 510 employees as of March 31, 2016 compared to 442 employees as of March 31, 2015, (2) an increase of $0.6 million in commission expense resulting from a 17.3% increase in home sales revenues, (3) an increase of $0.5 million related to advertising costs associated with an increased number of active communities, (4) an increase of $0.5 million related to depreciation expense as a result of an increased number of open communities and associated model home furnishings, and (5) moderate increases in feasibility related costs, rent, and travel and entertainment. 

Other Income (Expense)

Other income (expense) increased by $83.0 thousand to income of $413.0 thousand for the three months ended March 31, 2016, from income of $330.0 thousand for same period in 2015. The increase was primarily driven by an increase in gain on disposition of assets, which was partially offset by acquisition expenses of $0.2 million in the first quarter of 2016.  





Income Tax Expense



At the end of each interim period, we are required to estimate our annual effective tax rate for the fiscal year, and to use that rate to provide for income taxes for the current year-to-date reporting period. Accordingly, we recorded income tax expense of $4.4 million and $3.2 million for the three months ended March 31, 2016 and 2015, respectively. Our income tax expense for the three months ended March 31, 2016 is based on our estimated annual effective tax rate of approximately 34.5%Our effective tax rate is driven by our blended federal and state statutory rate of 37.2%.   Our blended federal and state statutory tax rate is reflective of the states in which we operate, including Nevada and Texas which generally do not have corporate income tax.  Our blended federal and state statutory tax rate is partially offset by benefits from additional deductions for tax related to domestic production activities allowed for under Section 199 of the Internal Revenue Code. 

Segment Assets







 

 

 

 

 

 

 

 

 

 

 

 



 

March 31,

 

December 31,

 

 

Increase (Decrease)



 

2016

 

2015

 

 

Amount

 

Change

Atlanta

 

$

216,729 

 

$

185,331 

 

$

31,398 

 

16.9 

%

Central Texas

 

 

121,748 

 

 

117,037 

 

 

4,711 

 

4.0 

%

Colorado

 

 

320,822 

 

 

313,653 

 

 

7,169 

 

2.3 

%

Houston

 

 

48,513 

 

 

51,534 

 

 

(3,021)

 

(5.9)

%

Nevada

 

 

236,330 

 

 

220,209 

 

 

16,121 

 

7.3 

%

Corporate

 

 

13,479 

 

 

29,977 

 

 

(16,498)

 

(55.0)

%

Total assets

 

$

957,621 

 

$

917,741 

 

$

39,880 

 

4.3 

%







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of March 31,

 

As of December 31,

 

 

 

 

 

 

 

 

 

Lots owned and

 

2016

 

2015

 

% Change

 



 

 

 

 

 

 

controlled

 

Owned

 

Controlled

 

Total

 

Owned

 

Controlled

 

Total

 

Owned

 

Controlled

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Atlanta

 

3,016 

 

2,587 

 

5,603 

 

2,667 

 

2,575 

 

5,242 

 

13.1 

%

 

0.5 

%

 

6.9 

%

Central Texas

 

1,181 

 

462 

 

1,643 

 

1,222 

 

348 

 

1,570 

 

(3.4)

%

 

32.8 

%

 

4.6 

%

Colorado

 

2,901 

 

754 

 

3,655 

 

2,931 

 

1,022 

 

3,953 

 

(1.0)

%

 

(26.2)

%

 

(7.5)

%

Houston

 

248 

 

175 

 

423 

 

271 

 

220 

 

491 

 

(8.5)

%

 

(20.5)

%

 

(13.8)

%

Nevada

 

1,864 

 

 —

 

1,864 

 

1,904 

 

 —

 

1,904 

 

(2.1)

%

 

 

 

(2.1)

%

Total

 

9,210 

 

3,978 

 

13,188 

 

8,995 

 

4,165 

 

13,160 

 

2.4 

%

 

(4.5)

%

 

0.2 

%



Total assets increased by $39.9 million, or 4.3%, to $957.6 million at March 31, 2016. The increase is primarily driven by a 0.2% increase in owned lots from 8,995 at December 31, 2015 to 9,210 at March 31, 2016.  

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Other Homebuilding Operating Data











 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

 

 

 

Net new home contracts

 

March 31,

 

Increase



 

2016

 

2015

 

Amount

 

% Change

Atlanta

 

382 

 

331 

 

51 

 

15.4 

%

Central Texas

 

48 

 

62 

 

(14)

 

(22.6)

%

Colorado

 

236 

 

209 

 

27 

 

12.9 

%

Houston

 

27 

 

27 

 

 —

 

 —

%

Nevada

 

101 

 

77 

 

24 

 

31.2 

%

Total

 

794 

 

706 

 

88 

 

12.5 

%

Net new home contracts (new home contracts net of cancellations) for the three months ended March 31, 2016 increased by 88 homes, or 12.5%, to 794, compared to 706 for the same period in 2015. The increase in net new home orders is a result of increased demand in the majority of our markets and a 10% increase in our community count. 

Our overall “absorption rate” (the rate at which home orders are contracted, net of cancellations) for the three months ended March 31, 2016 was an average of 9.1 per selling community (3.04 monthly) compared to an average of 9.4 per selling community (3.14 monthly) for the same period in 2015. Our cancellation rate of buyers who contracted to buy a home but did not close escrow (as a percentage of overall orders) was approximately 17.5% for the three months ended March 31, 2016, compared to 18.5% for the same period in 2015. The change in our cancellation rate was not due to any one significant factor but was the result of general market activity during this period.





 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Selling communities at period end

 

As of March 31,

 

 

Increase/(Decrease)



 

2016

 

2015

 

 

Amount

 

% Change



 

 

 

 

 

 

 

 

 

 

Atlanta

 

33 

 

28 

 

 

 

17.9 

%

Central Texas

 

13 

 

14 

 

 

(1)

 

(7.1)

%

Colorado

 

25 

 

25 

 

 

 —

 

 —

%

Houston

 

 

 

 

 —

 

 —

%

Nevada

 

 

 

 

 

100.0 

%

Total

 

87 

 

79 

 

 

 

10.1 

%

Our selling communities increased by eight communities, or 10.1%, to 87 communities at March 31, 2016, as compared to March 31, 2015.  The increase is driven by our Atlanta and Nevada operating segments.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of March 31,

Backlog

 

2016

 

2015

 

% Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Homes

 

Dollar Value

 

Average Sales Price

 

Homes

 

Dollar Value

 

Average Sales Price

 

Homes

 

Dollar Value

 

Average Sales Price



 

 

 

 

 

 

Atlanta

 

411 

 

$

113,249 

 

$

275.5 

 

399 

 

$

90,068 

 

$

225.7 

 

3.0 

%

 

25.7 

%

 

22.1 

%

Central Texas

 

96 

 

 

46,451 

 

 

483.9 

 

114 

 

 

55,125 

 

 

483.6 

 

(15.8)

%

 

(15.7)

%

 

0.1 

%

Colorado

 

341 

 

 

158,777 

 

 

465.6 

 

284 

 

 

125,961 

 

 

443.5 

 

20.1 

%

 

26.1 

%

 

5.0 

%

Houston

 

31 

 

 

11,250 

 

 

362.9 

 

58 

 

 

17,474 

 

 

301.3 

 

(46.6)

%

 

(35.6)

%

 

20.4 

%

Nevada

 

90 

 

 

31,571 

 

 

350.8 

 

65 

 

 

19,345 

 

 

297.6 

 

38.5 

%

 

63.2 

%

 

17.9 

%

Total / Weighted Average

 

969 

 

$

361,298 

 

$

372.9 

 

920 

 

$

307,973 

 

$

334.8 

 

5.3 

%

 

17.3 

%

 

11.4 

%



Backlog reflects the number of homes, net of actual cancellations experienced during the period, for which we have entered into a sales contract with a customer but for which we have not yet delivered the home.  At March 31, 2016, we had 969 homes in backlog with a total value of $361.3 million, which represents an increase of 5.3% and 17.3%, respectively, as compared to March 31, 2015.  The increase in backlog and backlog value is primarily attributable to the increase in the number of our selling communities in our Atlanta and Nevada segments as discussed above, as well as an increase in market activity in Colorado, partially offset by declining markets in Texas. 

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The increase in average sales price of homes in backlog is driven by increases across all of our operating segments as a result of pricing strength due to positive market trends as well as product mix towards higher-priced communities. 

Critical Accounting Policies

Critical accounting estimates are those that we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and the estimates included in our financial statements might be impacted if we used different assumptions or conditions. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 19, 2016, in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Accounting Policies.”  We have had no significant changes in our critical accounting policies from those described therein.

Liquidity and Capital Resources

Overview

Our principal uses of capital for the three months ended March 31, 2016 were land purchases, land development, home construction, and the payment of routine liabilities. We used funds generated by operations and available borrowings under our Credit Agreement to meet our short-term working capital requirements.

Cash flows for each of our communities depend on the stage in the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, and construction of model homes, roads, utilities, general landscaping and other amenities. Because these costs are a component of our inventory and not recognized in our statement of operations until a home closes, we incur significant cash outlays prior to our recognition of earnings. In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint, we are currently actively acquiring and developing lots in our markets to maintain and grow our lot supply and active selling communities that are strategically located in our core Colorado markets, and in the greater Austin, San Antonio, and Houston, Texas, Las Vegas, Nevada, and Atlanta, Georgia metropolitan areas. As we continue to expand our business, we expect that cash outlays for land purchases and land development to grow our lot inventory will exceed our cash generated by operations. 

Covenant Compliance

On October 21, 2014, we entered into a credit agreement with Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and the lenders from time to time party thereto (which, as modified as described below, we refer to as the “Credit Agreement”). The Credit Agreement provides the Company with a revolving line of credit (which, as modified as described below, we refer to as the “Revolving Credit Facility”) of up to $120 million. Under the terms of the Credit Agreement, we are entitled to request an increase in the size of the Revolving Credit Facility by an amount not exceeding $80 million. If the existing lenders elect not to provide the full amount of a requested increase, we may invite one or more other lender(s) to become a party to the Credit Agreement, subject to the approval of the Administrative Agent and L/C Issuer. The Credit Agreement includes a letter of credit sublimit of $20 million. The obligations under the Revolving Credit Facility are guaranteed by certain of our subsidiaries.

On July 31, 2015, we entered into a First Modification Agreement with Texas Capital Bank, National Association, as Administrative Agent, the lenders party thereto, and our subsidiary guarantors party thereto, which modified the Credit Agreement.  The First Modification Agreement, among other things, (i) increased the Revolving Credit Facility from $120 million to $200 million, (ii) extended the maturity date of the Revolving Credit Facility from October 21, 2017 to October 21, 2018, (iii) admitted Bank of America, N.A. as a new lender under the Revolving Credit Facility, and (iv) increased the amount of the increase in the size of the Revolving Credit Facility that we had the option to request, from time to time, from an amount not exceeding $80 million to an amount not exceeding $100 million, subject to the terms and conditions of the First Modification Agreement and the Credit Agreement.  

On December 22, 2015, we entered into a Second Modification Agreement with Texas Capital Bank, National Association, as Administrative Agent, the lenders party thereto, and our subsidiary guarantors party thereto, which further modified the Credit Agreement.  The Second Modification Agreement, among other things, (i) increased the Revolving Credit Facility from $200 million to $300 million, and (ii) admitted Compass Bank, an Alabama Banking Corporation, and U.S. Bank National Association as new lenders under the Revolving Credit Facility.

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The Credit Agreement contains customary affirmative and negative covenants (including limitations on the Company’s ability to grant liens, incur additional debt, pay dividends, redeem its common stock, make certain investments, and engage in certain merger, consolidation or asset sale transactions), as well as customary events of default. The Credit Agreement also requires the Company to maintain (i) a leverage ratio of not more than 1.50 to 1.0 as of the last day of any fiscal quarter, based upon the ratio of debt to tangible net worth of the Company and its subsidiaries on a consolidated basis, (ii) an interest coverage ratio of not less than 1.50 to 1.0 for any four fiscal quarter period, based upon the ratio of EBITDA to cash interest expense of the Company and its subsidiaries on a consolidated basis, (iii) a consolidated tangible net worth of not less than the sum of $250 million, plus 50% of the net proceeds of any issuances of equity interests of the Company and the guarantors of the Revolving Credit Facility, plus 50% of the amount of consolidated net income of the Company and its subsidiaries, (iv) liquidity of not less than $25 million, and (v) a risk asset ratio of not more than 1.25 to 1.0, based upon the ratio of the book value of all risk assets owned by the Company and its subsidiaries [on a consolidated basis] to the Company’s tangible net worth.

As of March 31, 2016, we were in compliance with all covenants under the Credit Agreement.



Cash Flows—Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

For the three months ended March 31, 2016 and 2015, the comparison of cash flows is as follows:

·

Net cash used in operating activities decreased to $37.6 million during the three months ended March 31, 2016 from net cash used of $37.8 million during the three months ended March 31, 2015. The decrease in cash used in operations was primarily a result of a net outflow associated with inventories of $51.6 million during the three months ended March 31, 2016, compared to a net outflow of $43.6 million during the same period in 2015, primarily driven by the increase in land development and homes under construction. We had net cash provided by working capital items including accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities of $3.1 million for the three months ended March 31, 2016, as compared to cash used of $2.1 million for the same period in 2015.   



·

Net cash used in investing activities was $2.1 million during the three months ended March 31, 2016, compared to $1.2 million used during the same period in 2015. The increase relates to increased purchases of property and equipment partially offset by proceeds received from the sale of assets and proceeds from a secured note receivable.



·

Net cash provided by financing activities was $21.8 million during the three months ended March 31, 2016, compared to $32.2 million during the same period in 2015. The decrease in cash provided by financing activities is primarily attributed to a decrease in the net draws on our line of credit of $10.0 million as well as cash used for repurchasing our common stock under our stock repurchase program and upon the vesting of restricted stock awards totaling $2.6 million in 2016.  These were partially offset by a decrease of $2.3 million in principal payments on notes payable during the three months ended March 31, 2016 as compared to the same period in 2015.



As of March 31, 2016, our cash balance was $11.4 million. 

Off-Balance Sheet Arrangements

In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit, and the purchase of land under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. These contracts generally require payment by us of a non-refundable deposit for the right to acquire lots over a specified period of time, or in bulk at a point in time, at pre-determined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and these contracts by forfeiting our cash deposit with no further financial responsibility to the land seller. Our obligations with respect to the option contracts are generally limited to the forfeiture of the related non-refundable cash deposits. As of March 31, 2016, we had outstanding contracts for 3,978 lots totaling $149.5 million, and had $2.7 million of non-refundable cash deposits pertaining to land contracts. 

Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

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We post letters of credit and performance bonds related to our land development performance obligations, with local municipalities. As of March 31, 2016 and December 31, 2015, we had $63.7 million and $63.6 million, respectively, in letters of credit and performance bonds issued and outstanding. We anticipate that the obligations secured by these performance bonds and letters of credit generally will be performed in the ordinary course of business.

Adjusted EBITDA

The following table presents adjusted EBITDA for the three months ended March 31, 2016 and 2015. Adjusted EBITDA is a non-GAAP financial measure we use as a supplemental measure in evaluating operating performance. We define adjusted EBITDA as consolidated net income before (i) income tax expense, (ii) interest in cost of home sales revenues, (iii) other interest expense, (iv) depreciation and amortization expense, and (v) adjustments resulting from the application of purchase accounting for acquired work in process inventory related to business combinations. We believe adjusted EBITDA provides an indicator of general economic performance that is not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization, and items considered to be non-recurring. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period. Adjusted EBITDA should be considered in addition to, and not as a substitute for, consolidated net income in accordance with GAAP as a measure of performance. Our presentation of adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our adjusted EBITDA is limited as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.



 

 

 

 

 

 

 

 

 

 



 

Three Months Ended March 31,



 

2016

 

2015

 

% Change

Net income

 

$

7,983 

 

$

6,351 

 

 

25.7 

%

Income tax expense

 

 

4,446 

 

 

3,173 

 

 

40.1 

%

Interest in cost of home sales revenues

 

 

3,067 

 

 

1,621 

 

 

89.2 

%

Interest expense

 

 

 

 

 

 

(33.3)

%

Depreciation and amortization expense

 

 

1,404 

 

 

988 

 

 

42.1 

%

EBITDA

 

 

16,902 

 

 

12,136 

 

 

39.3 

%

Purchase price accounting for acquired work in process inventory

 

 

136 

 

 

2,027 

 

 

(93.3)

%

Adjusted EBITDA

 

$

17,038 

 

$

14,163 

 

 

20.3 

%








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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rates

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our Credit Agreement, which was entered into on October 21, 2014. Future borrowings under the Credit Agreement bear interest at a floating rate equal to the London Interbank Offered Rate plus an applicable margin between 2.75% and 3.25% per annum, or, in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.75% and 2.25% per annum. The “applicable margins” described above are determined by a schedule based on the leverage ratio of the Company, as defined in the Credit Agreement. The Credit Agreement also provides for fronting fees and letter of credit fees payable to the L/C Issuer and commitment fees payable to the Administrative Agent equal to 0.20% of the unused portion of the Revolving Credit Facility. Under our current policies, we do not use interest rate derivative instruments to manage our exposure to changes in interest rates.

Inflation

Our homebuilding operations can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers. While we attempt to pass on cost increases to customers through increased prices, when weak housing market conditions exist, we are often unable to offset cost increases with higher selling prices.

Seasonality

Historically, the homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity during the spring, although this activity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors. Since it typically takes four to six months to construct a new home, we deliver more homes in the second half of the year as spring and summer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occurs during the second half of the year. We expect this seasonal pattern to continue over the long term, although it may be affected by volatility in the homebuilding industry.



ITEM 4.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”)) as of March 31, 2016, the end of the period covered by this Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2016 in providing reasonable assurance that information required to be disclosed by us in the reports that we file or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 Changes in Internal Control over Financial Reporting

None.





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PART II



ITEM 1.     LEGAL PROCEEDINGS.

Because of the nature of the homebuilding business, we and certain of our subsidiaries and affiliates have been named as defendants in various claims, complaints and other legal actions arising in the ordinary course of business.  In the opinion of our management, the outcome of these ordinary course matters will not have a material adverse effect upon our financial condition, results of operations or cash flows.



ITEM 1A.     RISK FACTORS.

There have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that was filed with the SEC on February 19, 2016.



ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended March 31, 2016, certain of our employees surrendered approximately 17.6 thousand shares of our common stock owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our First Amended & Restated 2013 Long-Term Incentive Plan.  Additionally, during the three months ended March 31, 2016 we repurchased approximately 158.9 thousand shares of our common stock under our stock repurchase programThe following table summarizes the repurchases that occurred during the three months ended March 31, 2016:



 

 

 

 

 

 

 

 

 

 



 

Total number of shares purchased

 

Average price paid per share

 

Total number of shares purchased as part of publicly announced plans or programs

 

Maximum number of shares that may yet be purchased under the plans or programs

January

 

 

 

 

 

 

 

 

 

 

Purchased 1/1 through 1/31

 

 —

 

 

 —

 

N/A

 

 

N/A

February

 

 

 

 

 

 

 

 

 

 

Purchased 2/1 through 2/29

 

104,489 

 

$

14.59 

 

86,860

 

 

1,305,140

March

 

 

 

 

 

 

 

 

 

 

Purchased 3/1 through 3/31

 

71,999 

 

 

15.57 

 

71,999

 

 

1,233,141

Total

 

176,488 

 

$

14.99 

 

 

 

 

 





ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

None.



ITEM 4.     MINE SAFETY DISCLOSURES.

Not applicable.



ITEM 5.     OTHER INFORMATION.

None.

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ITEM 6.     EXHIBITS.

The following exhibits are either filed herewith or incorporated herein by reference:



 

 

 

 

 

 

 

EXHIBIT INDEX

3.1

 

Certificate of Incorporation of the Company, as amended (incorporated by reference herein from Exhibit 3.1 to the initial filing of the Company’s Registration Statement on Form S-1 previously filed with the SEC on May 5, 2014)

3.2

 

Bylaws of the Company (incorporated by reference herein from Exhibit 3.2 to the initial filing of the Company’s Registration Statement on Form S-1 previously filed with the SEC on May 5, 2014)

31.1

 

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

31.2

 

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

32.1

 

Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document



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Table of Contents

 

 

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.







 

 

 



Century Communities, Inc.



 



 

 

 

Date: May 5, 2016

By:

/s/ Dale Francescon

 



 

Dale Francescon

 



 

Chairman of the Board and Co-Chief Executive Officer (Principal Executive Officer)

 



 

 

 



 

 

 



 

 

 

Date: May  5, 2016

By:

/s/ David Messenger

 



 

David Messenger

 



 

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 









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