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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2019

 

WILLIAM LYON HOMES

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-31625

 

33-0864902

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4695 MacArthur Court, 8th Floor

Newport Beach, California 92660

(Address of principal executive offices and zip code)

(949) 833-3600

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value

 

WLH

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 2.02. Results of Operations and Financial Conditions.

On November 6, 2019, William Lyon Homes (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2019. A copy of the press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liability under that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Items.

On November 6, 2019, the Company and Taylor Morrison Home Corporation, a Delaware corporation (“Taylor Morrison”), issued a joint press release (the “Press Release”) announcing the entry by the Company, Taylor Morrison and Tower Merger Sub, Inc., a Delaware corporation, into an Agreement and Plan of Merger. A copy of the Press Release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.

   

Description

         
 

99.1

   

Press Release issued November 6, 2019 announcing financial results for the three months ended September 30, 2019.

         
 

99.2

   

Press Release, dated November 6, 2019.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * *

Forward-Looking Statements

Some of the statements in this communication are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. securities laws. These include statements using the words “believe,” “target,” “outlook,” “may,” “will,” “should,” “could,” “estimate,” “continue,” “expect,” “intend,” “plan,” “predict,” “potential,” “project,” “intend,” “estimate,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “seek,” “would,” “upside,” “increases,” “goal,” “guidance” and “anticipate,” and similar statements and the negative of such words and phrases, which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of the Company or Taylor Morrison, and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to the Company or Taylor Morrison or persons acting on their behalf, and are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks and uncertainties that could cause actual results to differ from forward-looking statements include,


among other things: the inherent uncertainty associated with financial or other projections, including anticipated synergies; the integration of the Company and Taylor Morrison and the ability to recognize the anticipated benefits from the combination of the Company and Taylor Morrison, and the amount of time it may take to realize those benefits, if at all; the risks associated with the Company’s and Taylor Morrison’s ability to satisfy the conditions to closing the consummation of the merger, including obtaining the requisite stockholder approvals, and the timing of the closing of the merger; the failure of the merger to close for any other reason; the outcome of any legal proceedings that may be instituted against the parties and others related to the merger; any unanticipated difficulties or expenditures relating to the merger; the effect of the announcement and pendency of the merger on the respective business relationships or operating results of the Company, Taylor Morrison, or the combined company; risks relating to the value of the Taylor Morrison common stock to be issued in connection with the merger, and the value of the combined company’s common stock after the merger is consummated; the anticipated size of the markets and continued demand for the Company’s and Taylor Morrison’s homes and the impact of competitive responses to the announcement and pendency of the merger; the diversion of attention of management of the Company or Taylor Morrison from ongoing business concerns during the pendency of the merger; and the access to available financing on a timely basis, and the terms of any such financing. Additional risks and uncertainties are described in the Company’s and Taylor Morrison’s respective filings with the U.S. Securities and Exchange Commission (the “SEC”), including as described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019, in Taylor Morrison’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 20, 2019, and in their respective subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required by law, neither the Company nor Taylor Morrison has any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

Important Additional Information and Where to Find it

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In connection with the proposed merger between the Company and Taylor Morrison, Taylor Morrison will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of the Company and Taylor Morrison that also constitutes a prospectus of Taylor Morrison (the “Joint Proxy Statement/Prospectus”). The Company and Taylor Morrison plan to mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND TAYLOR MORRISON ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, TAYLOR MORRISON, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by the Company and Taylor Morrison through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by the Company in the Investor Relations section of the Company’s website at www.lyonhomes.com or by contacting the Company’s Investor Relations at WLH@finprofiles.com or by calling (310) 622-8223, and will be able to obtain free copies of the documents filed with the SEC by Taylor Morrison in the Investor Relations section of Taylor Morrison’s website at http://investors.taylormorrison.com or by contacting Taylor Morrison’s Investor Relations at investor@taylormorrison.com or by calling (480) 734-2060.


Participants in the Merger Solicitation

The Company, Taylor Morrison and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company and Taylor Morrison in connection with the merger, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus described above when it is filed with the SEC. Additional information regarding the Company’s directors and executive officers is also included in the Company’s proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on March 29, 2019, and information regarding Taylor Morrison’s directors and executive officers is also included in Taylor Morrison’s proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 16, 2019. These documents are available free of charge as described above.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2019

WILLIAM LYON HOMES

     

By:

 

/s/ JASON R. LILJESTROM

Name:

 

Jason R. Liljestrom

Its:

 

Senior Vice President, General Counsel
and Corporate Secretary

Exhibit 99.1

 

LOGO

WILLIAM LYON HOMES REPORTS THIRD QUARTER 2019 RESULTS

NEWPORT BEACH, CA— November 6, 2019 — William Lyon Homes (NYSE: WLH), a leading homebuilder in the Western U.S., announced results for its third quarter ended September 30, 2019.

2019 Third Quarter Highlights

 

   

Net income available to common stockholders of $9.5 million, or $0.24 per diluted share compared to $26.6 million, or $0.68 per diluted share in the prior year

 

   

Adjusted net income available to common stockholders of $16.1 million, or $0.41 per diluted share compared to $26.6 million, or $0.68 per diluted share in the prior year; adjusted for

 

   

$1.4 million loss on extinguishment of debt (net of tax)

 

   

$5.2 million one-time inventory charge (net of tax)

 

   

Pre-tax income of $22.3 million and adjusted pre-tax income of $30.8 million

 

   

Home sales revenue of $464.8 million, down 13%

 

   

New home deliveries of 995 homes, down 6%

 

   

Homebuilding gross margin percentage of 15.1%

 

   

Gross margin percentage, excluding one-time inventory charge, of 16.5%

 

   

Adjusted gross margin percentage, excluding capitalized interest, of 20.6%

 

   

Average sales price (ASP) of new homes delivered of $467,100, compared to $506,700

 

   

Net new home orders of 940, down 6%

 

   

Average sales locations of 114

 

   

Units in backlog of 1,368

 

   

SG&A percentage of 11.9%, compared to 11.0%

 

   

Adjusted EBITDA of $41.7 million

Matthew R. Zaist, President and Chief Executive Officer, stated, “We are pleased with our financial results for the quarter with adjusted net income of $16.1 million, or $0.41 per diluted share. Our strong bottom line results were driven by our homebuilding gross margins, excluding the one-time inventory charge, of 16.5%,


and the profitability of our ancillary operations.” Mr. Zaist continued, “Income from our financial services segment was $3.7 million, above our expectations, as the team performed exceptionally well at fully integrating our wholly-owned mortgage platform. Additionally, we recorded our first multi-family apartment sale from our recently launched mixed-use redevelopment platform, which we closed on in the third quarter for a profit of $4.3 million.”

Operating Results

Home sales revenue for the third quarter of 2019 was $464.8 million, as compared to $533.5 million in the year-ago period, a decrease of 13%. The decrease was driven by a 6% decrease in the number of homes closed in 2019, as compared to the prior year period, as well as a decrease in ASP from $506,700 in the third quarter of 2018, to approximately $467,100 in 2019.

Net new home orders for the quarter were 940, a decrease of 6% from 1,001 in the third quarter of 2018. Our average community count decreased 2% to 114 averages sales location during the third quarter of 2019, compared to 116 during the third quarter of 2018. Overall, our monthly absorption rate for the quarter was 2.7 sales per community, compared to 2.9 sales per community in the third quarter of last year. Our monthly absorption pace during the quarter was 2.8 in July, 2.5 in August and 2.8 in September.

Adjusted gross margin percentage was 20.6% during the quarter, excluding capitalized interest and a one-time inventory charge of $6.6 million ($5.2 million, net of tax), related to costs associated with certain previously closed out projects.

Sales and marketing expense during the third quarter of 2019 was 5.4% of homebuilding revenue. This was consistent with the prior year quarter and reflected 10 basis points of sequential improvement from the second quarter. General and administrative expenses increased to 6.5% of homebuilding revenue, compared to 5.6% in the year-ago quarter. The increase in general and administrative expense percentage over the prior year is primarily due to lower revenue as our general and administrative dollars were consistent with the prior year.

Pre-tax income was $22.3 million and adjusted pre-tax income was $30.8 million. Provision for income tax was $4.8 million, for an effective tax rate of 21.5%, compared to a provision of $9.0 million, or 22.0%, in the prior year. Net income attributable to non-controlling interest was $8.0 million during the third quarter, as compared to $5.3 million in the prior year.


Financial Services

In July 2019, we announced the formation of ClosingMark Financial Group, LLC, a wholly-owned subsidiary operating a full suite of financial services offerings, including title agency, settlement, and mortgage services for our homebuyers and other retail customers, which operates as ClosingMark Home Loans. During the third quarter, we completed the integration of our previous mortgage joint venture operations and loan pipeline into this platform under the ClosingMark Home Loans brand.

During the quarter, our wholly-owned financial services operations recorded income of $3.4 million and our unconsolidated mortgage joint ventures recorded income of $0.3 million. Going forward, we have ceased further business operations out of our unconsolidated mortgage joint ventures and would expect to benefit from improved financial performance out of the financial services segment for the fourth quarter based on operating efficiencies and earnings capture on an exclusively wholly-owned basis.

Senior Notes Issuance

On July 9, 2019, we closed on a $300 million Senior Notes offering at a coupon of 6.625%. The proceeds from the offering were used to redeem the majority of the $350 million 7% Senior Notes due 2022 on August 15, 2019. In conjunction with the transaction, the company recorded a loss on extinguishment of debt, net, of $1.4 million.

Balance Sheet Update

At quarter end, cash and cash equivalents totaled $42.1 million, owned real estate inventories totaled $2.3 billion, total assets were $3.0 billion and total equity was $1.0 billion. Total debt to book capitalization was 57.7%, and net debt to net book capitalization was 56.9% at September 30, 2019, compared to 56.6% and 55.9% at December 31, 2018, respectively.


Conference Call Postponement

The Company is postponing its previously scheduled conference call, which was scheduled for today, Wednesday, November 6, 2019 due to a forthcoming announcement. It now expects to hold the conference call to discuss its third quarter 2019 results on a later date to be announced.

About William Lyon Homes

William Lyon Homes is one of the largest Western U.S. regional homebuilders. Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada, Colorado, Washington, Oregon and Texas. Its core markets include Orange County, Los Angeles, San Diego, Riverside, San Bernardino, the South and East Bay Areas of San Francisco, Phoenix, Las Vegas, Denver, Fort Collins, Portland, Seattle, Houston, Austin and San Antonio. The Company has a distinguished legacy of more than 60 years of homebuilding operations, over which time it has sold in excess of 111,000 homes. The Company markets and sells its homes under the William Lyon Homes brand in all of its markets except for Washington and Oregon, where the Company operates under the Polygon Northwest brand.


Forward-Looking Statements

Certain statements contained in this release and the accompanying comments during our conference call that are not historical information may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, but not limited to, forward-looking statements related to: anticipated deliveries and revenue, gross margin performance, backlog conversion rates, operating and financial results for the third quarter of 2019 and full year 2019, community count growth and project performance, market and industry trends, average sale price of homes to be closed in various periods, SG&A percentage, future cash needs and liquidity, minority interest from our homebuilding joint ventures, leverage ratios and reduction strategies, land acquisitions, financial services and ancillary business performance and strategies. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company makes no commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect future events or changes in these expectations. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others: changes in mortgage and other interest rates; affordability pressures; adverse weather conditions; the availability of labor and homebuilding materials and increased construction cycle times; our financial leverage and level of indebtedness and any inability to comply with financial and other covenants under our debt instruments; continued volatility and worsening in general economic conditions either internationally, nationally or in regions in which we operate; increased housing supply in our markets; increased outside broker costs; increased costs of homebuilding materials; changes in governmental laws and regulations and compliance, increased costs, fees and delays associated therewith; government actions, policies, programs and regulations directed at or affecting the housing market (including the Tax Cuts and Jobs Act (“TCJA”), the Dodd-Frank Act, tax benefits associated with purchasing and owning a home, and the standards, fees and size limits applicable to the purchase or insuring of mortgage loans by government-sponsored enterprises and government agencies), the homebuilding industry, or construction activities; changes in existing tax laws or enacted corporate income tax rates, including pursuant to the TCJA; worsening in markets for residential housing; the impact of construction defect, product liability and home warranty claims, including the adequacy of self-insurance accruals, and the applicability and sufficiency of our insurance coverage; defects in manufactured products or other homebuilding materials; decline in real estate values resulting in impairment of our real estate assets; volatility in the banking industry, credit and capital markets; restraints on foreign investment; terrorism or other hostilities involving the United States and other geopolitical risk as well as restrictive policies such as tariffs or capital investment restrictions; building moratorium or “slow-growth” or “no-growth” initiatives that could be implemented in states in which we operate; conditions in the capital, credit and financial markets, including mortgage lending standards and the availability and timing of mortgage financing; changes in generally accepted accounting principles or interpretations of those principles; competition for home sales from other sellers of new and resale homes; cancellations and our ability to realize our backlog; the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements; limitations on our ability to utilize our tax attributes; whether an ownership change occurred that could, under certain circumstances, have resulted in the limitation of our ability to offset prior years’ taxable income with net operating losses; the timing of receipt of regulatory approvals and the opening of projects; the availability and cost of land for future development; and additional factors discussed under the sections captioned “Risk Factors” included in our annual and quarterly reports filed with the Securities and Exchange Commission. The foregoing list is not exhaustive. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business.

Investor/Media Contacts:

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

WLH@finprofiles.com


WILLIAM LYON HOMES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except number of shares and per share data)

(unaudited)

 

     Three Months Ended     Nine Months Ended  
     September 30,
2019
    September 30,
2018
    September 30,
2019
    September 30,
2018
 

Operating revenue

        

Home sales

   $ 464,765     $ 533,514     $ 1,382,057     $ 1,424,331  

Construction services

     2,124       1,190       6,165       3,193  
  

 

 

   

 

 

   

 

 

   

 

 

 
     466,889       534,704       1,388,222       1,427,524  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs

        

Cost of sales — homes

     (394,658     (436,311     (1,165,185     (1,169,191

Construction services

     (1,978     (1,121     (5,732     (3,063

Sales and marketing

     (25,244     (28,879     (75,887     (80,420

General and administrative

     (30,292     (30,039     (88,890     (83,067

Transaction expenses

     —         —         —         (3,907

Other

     (600     (591     (1,639     (1,510
  

 

 

   

 

 

   

 

 

   

 

 

 
     (452,772     (496,941     (1,337,333     (1,341,158
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     14,117       37,763       50,889       86,366  

Financial services

        

Equity in income of unconsolidated joint ventures

     353       531       2,643       1,996  

Income (loss) from financial services operations

     3,390       —         2,168       —    

Transaction expenses

     —         —         (990     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial services income (loss)

     3,743       531       3,821       1,996  

Other (expense) income, net

     6,261       2,510       7,345       2,856  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before extinguishment of debt

     24,121       40,804       62,055       91,218  

(Loss) gain on extinguishment of debt

     (1,816     —         (1,433     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before provision for income taxes

     22,305       40,804       60,622       91,218  

Provision for income taxes

     (4,795     (8,990     (13,548     (19,580
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     17,510       31,814       47,074       71,638  

Less: Net income attributable to noncontrolling interests

     (8,030     (5,256     (19,024     (14,297
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common stockholders

   $ 9,480     $ 26,558     $ 28,050     $ 57,341  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income per common share:

        

Basic

   $ 0.25     $ 0.70     $ 0.74     $ 1.51  

Diluted

   $ 0.24     $ 0.68     $ 0.72     $ 1.45  

Weighted average common shares outstanding:

        

Basic

     37,836,265       37,847,743       37,755,879       37,931,764  

Diluted

     39,171,746       39,160,894       38,944,008       39,581,986  


WILLIAM LYON HOMES

CONSOLIDATED BALANCE SHEETS

(in thousands except number of shares and per share data)

(unaudited)

 

     September 30,      December 31,  
     2019      2018  
     (unaudited)         
ASSETS      

Cash and cash equivalents

   $ 42,118      $ 33,779  

Receivables

     12,569        13,502  

Escrow proceeds receivable

     2,764        —    

Real estate inventories

     

Owned

     2,327,582        2,333,207  

Not owned

     215,541        315,576  

Investment in unconsolidated joint ventures

     1,552        5,542  

Goodwill

     123,695        123,695  

Intangibles, net of accumulated amortization of $4,640 as of September 30, 2019 and December 31, 2018

     6,700        6,700  

Deferred income taxes

     46,254        47,241  

Lease right-of-use assets

     37,000        13,561  

Financial services assets

     168,093        —    

Other assets, net

     35,136        36,971  
  

 

 

    

 

 

 

Total assets

   $ 3,019,004      $ 2,929,774  
  

 

 

    

 

 

 
LIABILITIES AND EQUITY      

Accounts payable

   $ 114,810      $ 128,371  

Accrued expenses

     102,263        150,155  

Financial services liabilities

     146,836        —    

Liabilities from inventories not owned

     215,541        315,576  

Revolving credit facility

     150,000        45,000  

Construction notes payable

     1,252        1,231  

Joint venture notes payable

     137,729        151,788  

7% Senior Notes due August 15, 2022

     49,762        347,456  

6% Senior Notes due September 1, 2023

     344,654        343,878  

5.875% Senior Notes due January 31, 2025

     429,121        431,992  

6.625% Senior Notes due July 15, 2027

     294,673        —    
  

 

 

    

 

 

 
     1,986,641        1,915,447  
  

 

 

    

 

 

 

Commitments and contingencies

     

Equity:

     

William Lyon Homes stockholders’ equity

     

Preferred stock, par value $0.01 per share; 10,000,000 shares authorized and no shares issued and outstanding at September 30, 2019 and December 31, 2018

     —          —    

Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 33,983,093 and 33,904,972 shares issued, 33,029,026 and 32,690,378 shares outstanding at September 30, 2019 and December 31, 2018, respectively

     340        339  

Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 4,817,394 shares issued and outstanding at September 30, 2019 and December 31, 2018

     48        48  

Additional paid-in capital

     450,137        445,545  

Retained earnings

     445,440        417,390  
  

 

 

    

 

 

 

Total William Lyon Homes stockholders’ equity

     895,965        863,322  

Noncontrolling interests

     136,398        151,005  
  

 

 

    

 

 

 

Total equity

     1,032,363        1,014,327  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 3,019,004      $ 2,929,774  
  

 

 

    

 

 

 


WILLIAM LYON HOMES

SELECTED FINANCIAL AND OPERATING INFORMATION

(unaudited)

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2019     2018     % Chg      2019     2018     % Chg  

Selected Financial Information

             

(dollars in thousands)

             

Homes closed

     995       1,053       (6%)        2,977       2,875       4%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Home sales revenue

   $ 464,765     $ 533,514       (13%)      $ 1,382,057     $ 1,424,331       (3%)  

Cost of sales (excluding interest, purchase accounting adjustments, and one-time inventory charge)

     (368,878     (410,908     (10%)        (1,098,944     (1,096,535     0%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Adjusted homebuilding gross margin (1)

   $ 95,887     $ 122,606       (22%)      $ 283,113     $ 327,796       (14%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Adjusted homebuilding gross margin percentage (1)

     20.6     23.0     (10%)        20.5     23.0     (11%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Interest in cost of sales

     (19,149     (21,548     (11%)        (59,610     (62,681     (5%)  

Purchase accounting adjustments

     —         (3,855     (100%)        —         (9,975     (100%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Gross margin, exlcuding one-time inventory charge

   $ 76,738     $ 97,203       (21%)      $ 223,503     $ 255,140       (12%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Gross margin percentage, excluding one-time inventory charge

     16.5     18.2     (9%)        16.2     17.9     (10%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

One-time inventory charge

   $ (6,631     —         —        $ (6,631     —         —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Gross margin

   $ 70,107     $ 97,203       (28%)      $ 216,872     $ 255,140       (15%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Gross margin percentage

     15.1     18.2     (17%)        15.7     17.9     (12%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Number of homes closed

             

California

     292       301       (3%)        860       779       10%  

Arizona

     128       108       19%        322       336       (4%)  

Nevada

     78       80       (3%)        219       245       (11%)  

Colorado

     92       124       (26%)        376       362       4%  

Washington

     90       118       (24%)        242       350       (31%)  

Oregon

     110       159       (31%)        313       403       (22%)  

Texas

     205       163       26%        645       400       61%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     995       1,053       (6%)        2,977       2,875       4%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Average sales price of homes closed

             

California

   $ 614,800     $ 668,800       (8%)      $ 620,300     $ 655,400       (5%)  

Arizona

     352,600       317,500       11%        340,800       312,800       9%  

Nevada

     506,600       622,700       (19%)        510,500       592,700       (14%)  

Colorado

     460,300       440,100       5%        439,600       433,900       1%  

Washington

     665,400       686,300       (3%)        656,600       628,900       4%  

Oregon

     394,000       436,700       (10%)        411,600       452,900       (9%)  

Texas

     268,400       264,400       2%        269,800       259,400       4%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Average

   $ 467,100     $ 506,700       (8%)      $ 464,200     $ 495,400       (6%)  

Number of net new home orders

             

California

     279       295       (5%)        923       915       1%  

Arizona

     125       118       6%        370       344       8%  

Nevada

     90       94       (4%)        250       318       (21%)  

Colorado

     104       100       4%        459       404       14%  

Washington

     64       77       (17%)        277       392       (29%)  

Oregon

     85       145       (41%)        295       553       (47%)  

Texas

     193       172       12%        730       451       62%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     940       1,001       (6%)        3,304       3,377       (2%)  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Average number of sales locations

             

California

     35       36       (3%)        37       29       28%  

Arizona

     9       6       50%        9       6       50%  

Nevada

     13       15       (13%)        13       13       0%  

Colorado

     11       12       (8%)        11       14       (21%)  

Washington

     9       10       (10%)        9       9       0%  

Oregon

     16       15       7%        17       15       13%  

Texas

     21       22       (5%)        22       16       38%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     114       116       (2%)        118       102       16%  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

(1)

Adjusted homebuilding gross margin is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. It is used by management in evaluating operating performance and in making strategic decisions regarding sales pricing, construction and development pace, product mix and other operating decisions. We believe this information is meaningful as it isolates the impact that interest and purchase accounting adjustments have on homebuilding gross margin and allows investors to make better comparisons with our competitors.


WILLIAM LYON HOMES

SELECTED FINANCIAL AND OPERATING INFORMATION

(unaudited)

 

     As of September 30,  
     2019      2018      % Chg  

Backlog of homes sold but not closed at end of period

        

California

     315        451        (30 %) 

Arizona

     206        169        22

Nevada

     125        159        (21 %) 

Colorado

     217        214        1

Washington

     76        133        (43 %) 

Oregon

     110        222        (50 %) 

Texas

     319        248        29
  

 

 

    

 

 

    

 

 

 

Total

     1,368        1,596        (14 %) 
  

 

 

    

 

 

    

 

 

 

Dollar amount of homes sold but not closed at end of period (in thousands)

        

California

   $ 196,367      $ 327,838        (40 %) 

Arizona

     75,075        53,585        40

Nevada

     55,416        94,053        (41 %) 

Colorado

     100,754        92,315        9

Washington

     48,375        83,256        (42 %) 

Oregon

     49,755        81,270        (39 %) 

Texas

     88,192        68,267        29
  

 

 

    

 

 

    

 

 

 

Total

   $ 613,934      $ 800,584        (23 %) 
  

 

 

    

 

 

    

 

 

 

Lots owned and controlled at end of period (1)

        

Lots owned

        

California

     2,886        3,648        (21 %) 

Arizona

     3,331        3,756        (11 %) 

Nevada

     2,407        2,745        (12 %) 

Colorado

     578        1,006        (43 %) 

Washington

     1,391        1,538        (10 %) 

Oregon

     2,588        2,613        (1 %) 

Texas

     4,468        3,199        40
  

 

 

    

 

 

    

 

 

 

Total

     17,649        18,505        (5 %) 
  

 

 

    

 

 

    

 

 

 

Lots controlled

        

California

     1,322        1,709        (23 %) 

Arizona

     660        651        1

Nevada

     629        —          NM  

Colorado

     2,260        2,368        (5 %) 

Washington

     617        710        (13 %) 

Oregon

     1,665        1,307        27

Texas

     4,440        3,885        14
  

 

 

    

 

 

    

 

 

 

Total

     11,593        10,630        9
  

 

 

    

 

 

    

 

 

 

Total lots owned and controlled

        

California

     4,208        5,357        (21 %) 

Arizona

     3,991        4,407        (9 %) 

Nevada

     3,036        2,745        11

Colorado

     2,838        3,374        (16 %) 

Washington

     2,008        2,248        (11 %) 

Oregon

     4,253        3,920        8

Texas

     8,908        7,084        26
  

 

 

    

 

 

    

 

 

 

Total

     29,242        29,135        0
  

 

 

    

 

 

    

 

 

 

 

(1)

Certain lots in California, Texas, Arizona and Washington are consolidated on the Company’s accompanying balance sheet in accordance with FASB ASC Topic 470, Debt (“ASC 470”). Included in lots owned are 425 lots in California, 1,007 lots in Texas, 1,931 lots in Arizona, and 72 lots in Washington that are associated with land banking transactions that are consolidated on the Company’s accompanying balance sheet in accordance with ASC 470.


WILLIAM LYON HOMES

SUPPLEMENTAL FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

 

     Three Months Ended     Nine Months Ended  
     September 30,     September 30,     September 30,     September 30,  
     2019     2018     2019     2018  

Net income available to common stockholders

   $ 9,480     $ 26,558     $ 28,050     $ 57,341  

Interest incurred

   $ 25,449     $ 24,725     $ 73,439     $ 66,791  

Adjusted EBITDA (1)

   $ 41,746     $ 66,175     $ 115,373     $ 170,302  

Adjusted EBITDA Margin (2)

     8.9     12.4     8.3     11.9

Ratio of adjusted EBITDA to interest incurred

     1.6       2.7       1.6       2.5  

 

(1)

Adjusted EBITDA means net income available to common stockholders plus (i) provision for income taxes, (ii) interest expense, (iii) amortization of capitalized interest included in cost of sales, (iv) stock based compensation, (v) depreciation and amortization, (vi) non-cash purchase accounting adjustments, (vii) cash distributions of income from unconsolidated joint ventures, (viii) equity in income of unconsolidated joint ventures, (ix) transaction expenses, and (x) (gain) loss on extinguishment of debt. Other companies may calculate adjusted EBITDA differently. Adjusted EBITDA is not a financial measure prepared in accordance with U.S. GAAP. Adjusted EBITDA is presented herein because management believes the presentation of adjusted EBITDA provides useful information to the Company’s investors regarding the Company’s financial condition and results of operations because adjusted EBITDA is a widely utilized indicator of a company’s operating performance. Adjusted EBITDA should not be considered as an alternative for net income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. A reconciliation of net income available to common stockholders to adjusted EBITDA is provided in the following table:

(2)

Calculated as Adjusted EBITDA as a percentage of operating revenue.

 

     Three Months Ended      Nine Months Ended  
     September 30,      September 30,      September 30,      September 30,  
     2019      2018      2019      2018  

Reconciliation of Adjusted EBITDA

           

Net income available to common stockholders

   $ 9,480      $ 26,558      $ 28,050      $ 57,341  

Provision for income taxes

     4,795        8,990        13,548        19,580  

Interest expense

           

Interest incurred

     25,449        24,725        73,439        66,791  

Interest capitalized

     (25,449      (24,725      (73,439      (66,791

Amortization of capitalized interest included in cost of sales

     19,149        22,009        59,610        63,227  

Stock based compensation

     2,233        2,406        6,961        7,593  

Depreciation and amortization

     815        1,807        2,356        5,779  

Non-cash purchase accounting adjustments

     —          3,855        —          9,975  

Cash distributions of income from unconsolidated joint ventures

     3,811        1,081        5,068        4,896  

Equity in income of unconsolidated joint ventures

     (353      (531      (2,643      (1,996

Transaction expenses

     —          —          990        3,907  

Loss (gain) on extinguishment of debt

     1,816        —          1,433        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 41,746      $ 66,175      $ 115,373      $ 170,302  
  

 

 

    

 

 

    

 

 

    

 

 

 


WILLIAM LYON HOMES

SUPPLEMENTAL FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

 

     Three Months Ended      Nine Months Ended  
     September 30,      September 30,      September 30,      September 30,  
     2019      2018      2019      2018  

Reconcilation of Adjusted Net Income:

           

Net income available to common stockholders

   $ 9,480      $ 26,558      $ 28,050      $ 57,341  

Add: Transaction expenses

     —          —          990        3,907  

Add / (Less): Loss (Gain) on extinguishment of debt

     1,816        —          1,433        —    

Add: One-time inventory charge

     6,631        —          6,631     

Add: Costs associated with staff reductions

     —          —          1,173        —    

Less: Income tax (provision) applicable to transaction expenses

     —          —          (221      (840

(Less) / Add: Income tax benefit applicable to loss (gain) on extinguishment of debt

     (390      —          (320      —    

Less: Income tax (provision) applicable to one-time inventory charge

     (1,426      —          (1,482      —    

Less: Income tax (provision) applicable to costs associated with staff reductions

     —          —          (262      —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income, adjusted for transaction expenses, loss (gain) on extinguishment of debt, one-time inventory charge, and costs associated with staff reductions, net of tax benefit (provision)

   $ 16,111      $ 26,558      $ 35,991      $ 60,408  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted weighted average common shares outstanding

     39,171,746        39,160,894        38,944,008        39,581,986  

Adjusted net income per diluted share

   $ 0.41      $ 0.68      $ 0.92      $ 1.53  
     Three Months Ended      Nine Months Ended  
     September 30,      September 30,      September 30,      September 30,  
     2019      2018      2019      2018  

Reconcilation of Adjusted Pre-Tax Income:

           

Income before provision for income taxes

   $ 22,305      $ 40,804      $ 60,622      $ 91,218  

Add / (Less): Transaction expenses

     —          —          990        3,907  

Loss (gain) on extinguishment of debt

     1,816        —          1,433        —    

One-time inventory charge

     6,631        —          6,631        —    

Staff reorganization costs

     —          —          1,173        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Pre-tax income, adjusted for transaction expenses, loss (gain) on extinguishment of debt, and costs associated with staff reductions

   $ 30,752      $ 40,804      $ 70,849      $ 95,125  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance Sheet Data

 

     September 30,     December 31,  
     2019     2018  

Cash and cash equivalents

   $ 42,118     $ 33,779  

Total William Lyon Homes stockholders’ equity

     895,965       863,322  

Noncontrolling interests

     136,398       151,005  

Total debt

     1,407,191       1,321,345  
  

 

 

   

 

 

 

Total capital

   $ 2,439,554     $ 2,335,672  
  

 

 

   

 

 

 

Ratio of debt to total capital

     57.7     56.6

Ratio of net debt to total capital (net of cash)

     56.9     55.9

Exhibit 99.2

 

LOGO       LOGO

Taylor Morrison Announces Agreement to Acquire William Lyon Homes Creating Nation’s

Fifth Largest Homebuilder

Transaction expands company’s footprint into Pacific Northwest and Nevada and deepens market share in Colorado, Arizona, Texas and California

Highlights:

 

   

Creates the nation’s fifth largest homebuilder based on LTM home deliveries

 

   

Top 5 position in 16 of the combined 23 markets

 

   

Entry into Washington, Oregon and Nevada markets

 

   

Significantly increases entry-level product offerings

 

   

Anticipate approximately $80 million in annualized synergies from transaction

 

   

Acquisition price of approximately $2.4 billion yields an attractive purchase multiple of 1x book

SCOTTSDALE, Ariz., Nov. 6, 2019 — Taylor Morrison Home Corporation (NYSE: TMHC), a leading national homebuilder and developer, and William Lyon Homes (NYSE: WLH), one of the nation’s largest homebuilders in the Western United States, today announced they have entered into a definitive agreement pursuant to which Taylor Morrison will acquire all of the outstanding shares of William Lyon Homes common stock for per share consideration of (1) $2.50 in cash and (2) 0.800 shares of Taylor Morrison common stock, implying a company value for William Lyon Homes of $21.45 per share or $2.4 billion including assumption of debt, yielding an attractive purchase price multiple of 1x book. The transaction consideration mix consists of approximately 90 percent Taylor Morrison stock and 10 percent cash. Based on current trading, Taylor Morrison stockholders will own approximately 77 percent of the combined company while William Lyon Homes stockholders will own approximately 23 percent.

The transaction has been unanimously approved by the Boards of Directors of both Taylor Morrison and William Lyon Homes and will be submitted to the stockholders of William Lyon Homes for approval. The issuance of shares of Taylor Morrison common stock in the transaction will also be submitted to the stockholders of Taylor Morrison for approval. The transaction is expected to close late in the first quarter or early in the second quarter of 2020


LOGO       LOGO

 

and the closing is subject to the satisfaction of customary closing conditions. William H. Lyon, executive chairman and chairman of the board and holder of approximately 42 percent of the voting power of William Lyon Homes common stock, has agreed to vote all of the shares of William Lyon Homes common stock controlled by him in support of the transaction.

“The agreement to acquire William Lyon Homes marks a historic day for Taylor Morrison as we continue to grow our business in smart and meaningful ways,” said Sheryl Palmer, Taylor Morrison chairman and CEO. “The combined business provides the unique opportunity to gain increased local scale and expertise within six of our major markets, while expanding Taylor Morrison into Washington, Oregon and Nevada. We’ve long aspired to be in the Pacific Northwest and have looked for the right point of entry at the right time and at the right price—and that’s exactly what this represents. This will be our sixth builder acquisition in seven years and a demonstration of the proven discipline and expertise in M&A that we have developed over the years.”

The strategic combination creates the nation’s fifth largest homebuilder based on the last 12 months (LTM) of closings, and firmly places Taylor Morrison in a Top 5 position in 16 of the combined 23 markets with an estimated 14,200 closings for the pro forma combined company.

“William Lyon Homes’ legacy spans more than six decades of outstanding construction and customer care, and our team of professionals has set a high standard for the homebuilding industry,” said Matthew R. Zaist, William Lyon Homes president and CEO. “The combined business will represent a powerhouse of a builder that can meet the strong demand of entry-level and first-time move-up buyers—consumer segments that represent 85 percent of William Lyon’s closings last year. We are excited to join forces with Taylor Morrison and draw upon their proven track record and greater access to scale efficiencies to meet consumer demand with a reputable, quality product.”

“William Lyon Homes is a family business rooted in strong values and tradition, which makes us delighted to join a company with one of the most recognized and highly regarded cultures in homebuilding,” said William H. Lyon, William Lyon Homes executive chairman and chairman of the board. “The decision to partner with Taylor Morrison was based on shared strategic alignment, likeminded core values, and a long history of integrity. We are confident in the success Taylor Morrison demonstrates through its reputation of leadership, quality construction and unparalleled customer experience and know our teams, our customers and our stockholders will be in good hands.”


LOGO       LOGO

 

Citigroup Global Markets, Inc. served as exclusive financial advisor to Taylor Morrison and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as Taylor Morrison’s legal counsel. J.P. Morgan Securities LLC served as exclusive financial advisor to William Lyon Homes and Latham & Watkins, LLP acted as William Lyon Homes’ legal counsel.

Conference Call

A public webcast to discuss this announcement will be held Wed., Nov. 6 at 8:30 a.m. Eastern time. The participant dial-in is 1 (855) 470-8731 and the passcode is 1196546. A webcast replay will also be available at investors.taylormorrison.com later that day.

About Taylor Morrison

Taylor Morrison Home Corporation (NYSE: TMHC) is a leading national homebuilder and developer that has been recognized as the 2016, 2017, 2018 and 2019 America’s Most Trusted® Home Builder by Lifestory Research. Based in Scottsdale, Arizona we operate under two well-established brands, Taylor Morrison and Darling Homes. We serve a wide array of consumer groups from coast to coast, including first-time, move-up, luxury, and 55 plus buyers. In Texas, Darling Homes builds communities with a focus on individuality and custom detail while delivering on the Taylor Morrison standard of excellence.

For more information about Taylor Morrison and Darling Homes please visit www.taylormorrison.com or www.darlinghomes.com.

About William Lyon Homes

William Lyon Homes is one of the largest Western U.S. regional homebuilders. Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada, Colorado, Washington, Oregon and Texas. Its core markets include Orange County, Los Angeles, San Diego, Riverside, San Bernardino, the South and East Bay Areas of San Francisco, Phoenix, Las Vegas, Denver, Fort Collins, Portland, Seattle, Houston, Austin and San Antonio. The Company has a distinguished legacy of more than 65 years of homebuilding operations, over which time it has sold in excess of 110,000 homes. The Company markets and sells its homes under the William Lyon Homes brand in all of its markets except for Washington and Oregon, where the Company operates under the Polygon Northwest brand.


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Forward-Looking Statements

Some of the statements in this communication are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. securities laws. These include statements using the words “believe,” “target,” “outlook,” “may,” “will,” “should,” “could,” “estimate,” “continue,” “expect,” “intend,” “plan,” “predict,” “potential,” “project,” “intend,” “estimate,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “seek,” “would,” “upside,” “increases,” “goal,” “guidance” and “anticipate,” and similar statements and the negative of such words and phrases, which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Taylor Morrison Home Corporation, a Delaware corporation (“Taylor Morrison”), or William Lyon Homes, a Delaware corporation (“William Lyon Homes”), and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to William Lyon Homes or Taylor Morrison or persons acting on their behalf, and are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks and uncertainties that could cause actual results to differ from forward-looking statements include, among other things: the inherent uncertainty associated with financial or other projections, including anticipated synergies; the integration of Taylor Morrison and William Lyon Homes and the ability to recognize the anticipated benefits from the combination of Taylor Morrison and William Lyon Homes, and the amount of time it may take to realize those benefits, if at all; the risks associated with Taylor Morrison’s and William Lyon Homes’ ability to satisfy the conditions to closing the consummation of the merger, including obtaining the requisite stockholder approvals, and the timing of the closing of the merger; the failure of the merger to close for any other reason; the outcome of any legal proceedings that may be instituted against the parties and others related to the merger; any unanticipated difficulties or expenditures relating to the merger; the effect of the announcement and pendency of the merger on the respective business relationships or operating results of Taylor Morrison, William Lyon Homes, or the combined company; risks relating to the value of the Taylor Morrison common stock to be issued in connection with the merger, and the value of the combined company’s common stock after the merger is consummated; the anticipated size of the markets and continued demand for Taylor Morrison’s and William Lyon Homes’ homes and the impact of competitive responses to the announcement and pendency of the merger; the diversion of attention of management of Taylor Morrison or William Lyon Homes from ongoing business concerns during the pendency of the merger; and the access to available financing on a timely basis, and the terms of any such financing. Additional risks and uncertainties are described in Taylor Morrison’s and William Lyon Homes’ respective filings with the U.S. Securities and Exchange Commission (the “SEC”), including as described under the heading “Risk Factors” in Taylor Morrison’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 20, 2019, in William Lyon Homes’ Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 28, 2019, and in their respective subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required by law, neither Taylor Morrison nor William Lyon Homes has any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.


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Important Additional Information and Where to Find it

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In connection with the proposed merger between Taylor Morrison and William Lyon Homes, Taylor Morrison will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Taylor Morrison and William Lyon Homes that also constitutes a prospectus of Taylor Morrison (the “Joint Proxy Statement/Prospectus”). Taylor Morrison and William Lyon Homes plan to mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the merger. INVESTORS AND SECURITY HOLDERS OF TAYLOR MORRISON AND WILLIAM LYON HOMES ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT TAYLOR MORRISON, WILLIAM LYON HOMES, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Taylor Morrison and William Lyon Homes through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by Taylor Morrison in the Investor Relations section of Taylor Morrison’s website at http://investors.taylormorrison.com or by contacting Taylor Morrison’s Investor Relations at investor@taylormorrison.com or by calling (480) 734-2060, and will be able to obtain free copies of the documents filed with the SEC by William Lyon Homes in the Investor Relations section of William Lyon Homes’ website at www.lyonhomes.com or by contacting William Lyon Homes’ Investor Relations at WLH@finprofiles.com or by calling (310) 622-8223.

Participants in the Merger Solicitation

Taylor Morrison, William Lyon Homes and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Taylor Morrison and William Lyon Homes in connection with the merger, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus described above when it is filed with the SEC. Additional information regarding Taylor Morrison’s directors and executive officers is also included in Taylor Morrison’s proxy statement for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 16, 2019, and information regarding William Lyon Homes’ directors and executive officers is also included in William Lyon Homes’ proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on March 29, 2019. These documents are available free of charge as described above.

CONTACT: Investor Relations

Taylor Morrison Home Corporation

(480) 734-2060

investor@taylormorrison.com