☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
61-1763235
|
(State or other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
x
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
|
Page
Number
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Item 1.
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Financial Statements
|
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March 31, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
148,782
|
|
|
$
|
277,696
|
|
Receivables
|
58,234
|
|
|
51,592
|
|
||
Real estate inventories
|
3,242,678
|
|
|
3,216,059
|
|
||
Investments in unconsolidated entities
|
4,191
|
|
|
5,410
|
|
||
Goodwill and other intangible assets, net
|
160,293
|
|
|
160,427
|
|
||
Deferred tax assets, net
|
67,761
|
|
|
67,768
|
|
||
Other assets
|
173,956
|
|
|
105,251
|
|
||
Total assets
|
$
|
3,855,895
|
|
|
$
|
3,884,203
|
|
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
66,605
|
|
|
$
|
81,313
|
|
Accrued expenses and other liabilities
|
319,791
|
|
|
335,149
|
|
||
Senior notes, net
|
1,412,463
|
|
|
1,410,804
|
|
||
Total liabilities
|
1,798,859
|
|
|
1,827,266
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
||||
|
|
|
|
||||
Equity
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no
shares issued and outstanding as of March 31, 2019 and
December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 500,000,000 shares authorized;
142,210,147 and 141,661,713 shares issued and outstanding at
March 31, 2019 and December 31, 2018, respectively
|
1,422
|
|
|
1,417
|
|
||
Additional paid-in capital
|
658,743
|
|
|
658,720
|
|
||
Retained earnings
|
1,396,858
|
|
|
1,396,787
|
|
||
Total stockholders’ equity
|
2,057,023
|
|
|
2,056,924
|
|
||
Noncontrolling interests
|
13
|
|
|
13
|
|
||
Total equity
|
2,057,036
|
|
|
2,056,937
|
|
||
Total liabilities and equity
|
$
|
3,855,895
|
|
|
$
|
3,884,203
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Homebuilding:
|
|
|
|
||||
Home sales revenue
|
$
|
492,703
|
|
|
$
|
582,572
|
|
Land and lot sales revenue
|
1,029
|
|
|
223
|
|
||
Other operations revenue
|
598
|
|
|
598
|
|
||
Total revenues
|
494,330
|
|
|
583,393
|
|
||
Cost of home sales
|
421,536
|
|
|
450,502
|
|
||
Cost of land and lot sales
|
1,495
|
|
|
503
|
|
||
Other operations expense
|
590
|
|
|
602
|
|
||
Sales and marketing
|
38,989
|
|
|
38,283
|
|
||
General and administrative
|
38,597
|
|
|
36,814
|
|
||
Homebuilding (loss) income from operations
|
(6,877
|
)
|
|
56,689
|
|
||
Equity in loss of unconsolidated entities
|
(25
|
)
|
|
(468
|
)
|
||
Other income, net
|
6,241
|
|
|
171
|
|
||
Homebuilding (loss) income before income taxes
|
(661
|
)
|
|
56,392
|
|
||
Financial Services:
|
|
|
|
||||
Revenues
|
302
|
|
|
283
|
|
||
Expenses
|
321
|
|
|
137
|
|
||
Equity in income of unconsolidated entities
|
775
|
|
|
1,002
|
|
||
Financial services income before income taxes
|
756
|
|
|
1,148
|
|
||
Income before income taxes
|
95
|
|
|
57,540
|
|
||
Provision for income taxes
|
(24
|
)
|
|
(14,660
|
)
|
||
Net income
|
$
|
71
|
|
|
$
|
42,880
|
|
Earnings per share
|
|
|
|
|
|
||
Basic
|
$
|
0.00
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
0.00
|
|
|
$
|
0.28
|
|
Weighted average shares outstanding
|
|
|
|
||||
Basic
|
141,865,270
|
|
|
151,464,547
|
|
||
Diluted
|
142,390,163
|
|
|
152,775,851
|
|
|
Number of
Shares of Common
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||
Balance at December 31, 2018
|
141,661,713
|
|
|
$
|
1,417
|
|
|
$
|
658,720
|
|
|
$
|
1,396,787
|
|
|
$
|
2,056,924
|
|
|
$
|
13
|
|
|
$
|
2,056,937
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||||
Shares issued under share-based awards
|
548,434
|
|
|
5
|
|
|
193
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
||||||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
—
|
|
|
—
|
|
|
(3,605
|
)
|
|
—
|
|
|
(3,605
|
)
|
|
—
|
|
|
(3,605
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,435
|
|
|
—
|
|
|
3,435
|
|
|
—
|
|
|
3,435
|
|
||||||
Balance at March 31, 2019
|
142,210,147
|
|
|
$
|
1,422
|
|
|
$
|
658,743
|
|
|
$
|
1,396,858
|
|
|
$
|
2,057,023
|
|
|
$
|
13
|
|
|
$
|
2,057,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2017
|
151,162,999
|
|
|
$
|
1,512
|
|
|
$
|
793,980
|
|
|
$
|
1,134,230
|
|
|
$
|
1,929,722
|
|
|
$
|
605
|
|
|
$
|
1,930,327
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,354
|
)
|
|
(7,354
|
)
|
|
—
|
|
|
(7,354
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
42,880
|
|
|
42,880
|
|
|
—
|
|
|
42,880
|
|
||||||
Shares issued under share-based awards
|
759,460
|
|
|
7
|
|
|
968
|
|
|
—
|
|
|
975
|
|
|
—
|
|
|
975
|
|
||||||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
—
|
|
|
—
|
|
|
(6,049
|
)
|
|
—
|
|
|
(6,049
|
)
|
|
—
|
|
|
(6,049
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,470
|
|
|
—
|
|
|
3,470
|
|
|
—
|
|
|
3,470
|
|
||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Balance at March 31, 2018
|
151,922,459
|
|
|
$
|
1,519
|
|
|
$
|
792,369
|
|
|
$
|
1,169,756
|
|
|
$
|
1,963,644
|
|
|
$
|
604
|
|
|
$
|
1,964,248
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
71
|
|
|
$
|
42,880
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,085
|
|
|
5,488
|
|
||
Equity in income of unconsolidated entities, net
|
(750
|
)
|
|
(534
|
)
|
||
Deferred income taxes, net
|
7
|
|
|
5,024
|
|
||
Amortization of stock-based compensation
|
3,435
|
|
|
3,470
|
|
||
Charges for impairments and lot option abandonments
|
5,202
|
|
|
248
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Real estate inventories
|
(29,695
|
)
|
|
(87,107
|
)
|
||
Receivables
|
(6,642
|
)
|
|
70,351
|
|
||
Other assets
|
(5,476
|
)
|
|
2,308
|
|
||
Accounts payable
|
(14,708
|
)
|
|
3,379
|
|
||
Accrued expenses and other liabilities
|
(73,446
|
)
|
|
2,165
|
|
||
Returns on investments in unconsolidated entities, net
|
1,992
|
|
|
2,214
|
|
||
Net cash (used in) provided by operating activities
|
(114,925
|
)
|
|
49,886
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(7,224
|
)
|
|
(2,170
|
)
|
||
Proceeds from sale of property and equipment
|
7
|
|
|
—
|
|
||
Investments in unconsolidated entities
|
(231
|
)
|
|
(947
|
)
|
||
Net cash used in investing activities
|
(7,448
|
)
|
|
(3,117
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of debt
|
(10
|
)
|
|
—
|
|
||
Debt issuance costs
|
(3,124
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
—
|
|
|
(1
|
)
|
||
Proceeds from issuance of common stock under share-based awards
|
198
|
|
|
975
|
|
||
Minimum tax withholding paid on behalf of employees for share-based awards
|
(3,605
|
)
|
|
(6,049
|
)
|
||
Net cash used in financing activities
|
(6,541
|
)
|
|
(5,075
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(128,914
|
)
|
|
41,694
|
|
||
Cash and cash equivalents–beginning of period
|
277,696
|
|
|
282,914
|
|
||
Cash and cash equivalents–end of period
|
$
|
148,782
|
|
|
$
|
324,608
|
|
1.
|
Organization, Basis of Presentation and Summary of Significant Accounting Policies
|
2.
|
Segment Information
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Maracay
|
$
|
39,561
|
|
|
$
|
58,455
|
|
Pardee Homes
|
134,863
|
|
|
180,470
|
|
||
Quadrant Homes
|
43,871
|
|
|
61,903
|
|
||
Trendmaker Homes
|
70,821
|
|
|
41,408
|
|
||
TRI Pointe Homes
|
171,791
|
|
|
190,420
|
|
||
Winchester Homes
|
33,423
|
|
|
50,737
|
|
||
Total homebuilding revenues
|
494,330
|
|
|
583,393
|
|
||
Financial services
|
302
|
|
|
283
|
|
||
Total
|
$
|
494,632
|
|
|
$
|
583,676
|
|
|
|
|
|
||||
Income (loss) before income taxes
|
|
|
|
||||
Maracay
|
$
|
1,190
|
|
|
$
|
4,391
|
|
Pardee Homes
|
(791
|
)
|
|
39,191
|
|
||
Quadrant Homes
|
(2,639
|
)
|
|
8,140
|
|
||
Trendmaker Homes
|
(1,598
|
)
|
|
370
|
|
||
TRI Pointe Homes
|
10,209
|
|
|
14,531
|
|
||
Winchester Homes
|
(766
|
)
|
|
1,607
|
|
||
Corporate
|
(6,266
|
)
|
|
(11,838
|
)
|
||
Total homebuilding (loss) income before income taxes
|
(661
|
)
|
|
56,392
|
|
||
Financial services
|
756
|
|
|
1,148
|
|
||
Total
|
$
|
95
|
|
|
$
|
57,540
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Real estate inventories
|
|
|
|
||||
Maracay
|
$
|
320,459
|
|
|
$
|
293,217
|
|
Pardee Homes
|
1,300,853
|
|
|
1,286,877
|
|
||
Quadrant Homes
|
273,621
|
|
|
279,486
|
|
||
Trendmaker Homes
|
284,734
|
|
|
271,061
|
|
||
TRI Pointe Homes
|
780,568
|
|
|
812,799
|
|
||
Winchester Homes
|
282,443
|
|
|
272,619
|
|
||
Total
|
$
|
3,242,678
|
|
|
$
|
3,216,059
|
|
|
|
|
|
||||
Total assets
|
|
|
|
||||
Maracay
|
$
|
352,968
|
|
|
$
|
318,703
|
|
Pardee Homes
|
1,404,466
|
|
|
1,391,503
|
|
||
Quadrant Homes
|
346,697
|
|
|
313,947
|
|
||
Trendmaker Homes
|
315,713
|
|
|
325,943
|
|
||
TRI Pointe Homes
|
966,252
|
|
|
987,610
|
|
||
Winchester Homes
|
312,636
|
|
|
298,602
|
|
||
Corporate
|
136,689
|
|
|
228,010
|
|
||
Total homebuilding assets
|
3,835,421
|
|
|
3,864,318
|
|
||
Financial services
|
20,474
|
|
|
19,885
|
|
||
Total
|
$
|
3,855,895
|
|
|
$
|
3,884,203
|
|
3.
|
Earnings Per Share
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
|
||
Net income
|
$
|
71
|
|
|
$
|
42,880
|
|
Denominator:
|
|
|
|
|
|
||
Basic weighted-average shares outstanding
|
141,865,270
|
|
|
151,464,547
|
|
||
Effect of dilutive shares:
|
|
|
|
|
|||
Stock options and unvested restricted stock units
|
524,893
|
|
|
1,311,304
|
|
||
Diluted weighted-average shares outstanding
|
142,390,163
|
|
|
152,775,851
|
|
||
Earnings per share
|
|
|
|
|
|
||
Basic
|
$
|
0.00
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
0.00
|
|
|
$
|
0.28
|
|
Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share
|
2,864,509
|
|
|
1,248,483
|
|
4.
|
Receivables
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Escrow proceeds and other accounts receivable, net
|
$
|
20,715
|
|
|
$
|
13,995
|
|
Warranty insurance receivable (Note 13)
|
37,519
|
|
|
37,597
|
|
||
Total receivables
|
$
|
58,234
|
|
|
$
|
51,592
|
|
5.
|
Real Estate Inventories
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Real estate inventories owned:
|
|
|
|
||||
Homes completed or under construction
|
$
|
1,037,271
|
|
|
$
|
959,911
|
|
Land under development
|
1,668,075
|
|
|
1,743,537
|
|
||
Land held for future development
|
203,476
|
|
|
201,874
|
|
||
Model homes
|
258,545
|
|
|
238,828
|
|
||
Total real estate inventories owned
|
3,167,367
|
|
|
3,144,150
|
|
||
Real estate inventories not owned:
|
|
|
|
||||
Land purchase and land option deposits
|
75,311
|
|
|
71,909
|
|
||
Total real estate inventories not owned
|
75,311
|
|
|
71,909
|
|
||
Total real estate inventories
|
$
|
3,242,678
|
|
|
$
|
3,216,059
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Interest incurred
|
$
|
23,373
|
|
|
$
|
21,520
|
|
Interest capitalized
|
(23,373
|
)
|
|
(21,520
|
)
|
||
Interest expensed
|
$
|
—
|
|
|
$
|
—
|
|
Capitalized interest in beginning inventory
|
$
|
184,400
|
|
|
$
|
176,348
|
|
Interest capitalized as a cost of inventory
|
23,373
|
|
|
21,520
|
|
||
Interest previously capitalized as a cost of
inventory, included in cost of sales
|
(14,333
|
)
|
|
(14,242
|
)
|
||
Capitalized interest in ending inventory
|
$
|
193,440
|
|
|
$
|
183,626
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Real estate inventory impairments
|
$
|
—
|
|
|
$
|
—
|
|
Land and lot option abandonments and pre-acquisition charges
|
5,202
|
|
|
248
|
|
||
Total
|
$
|
5,202
|
|
|
$
|
248
|
|
6.
|
Investments in Unconsolidated Entities
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
10,261
|
|
|
$
|
13,337
|
|
Receivables
|
3,358
|
|
|
4,674
|
|
||
Real estate inventories
|
100,986
|
|
|
99,864
|
|
||
Other assets
|
746
|
|
|
811
|
|
||
Total assets
|
$
|
115,351
|
|
|
$
|
118,686
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
6,930
|
|
|
$
|
11,631
|
|
Company’s equity
|
4,191
|
|
|
5,410
|
|
||
Outside interests’ equity
|
104,230
|
|
|
101,645
|
|
||
Total liabilities and equity
|
$
|
115,351
|
|
|
$
|
118,686
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
4,111
|
|
|
$
|
4,390
|
|
Other operating expense
|
(2,752
|
)
|
|
(3,287
|
)
|
||
Other income
|
8
|
|
|
63
|
|
||
Net income
|
$
|
1,367
|
|
|
$
|
1,166
|
|
Company’s equity in income of unconsolidated entities
|
$
|
750
|
|
|
$
|
534
|
|
7.
|
Variable Interest Entities
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Deposits
|
|
Remaining
Purchase
Price
|
|
Consolidated
Inventory
Held by VIEs
|
|
Deposits
|
|
Remaining
Purchase
Price
|
|
Consolidated
Inventory
Held by VIEs
|
||||||||||||
Consolidated VIEs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unconsolidated VIEs
|
49,589
|
|
|
390,757
|
|
|
N/A
|
|
|
41,198
|
|
|
433,720
|
|
|
N/A
|
|
||||||
Other land option agreements
|
25,722
|
|
|
271,299
|
|
|
N/A
|
|
|
30,711
|
|
|
307,498
|
|
|
N/A
|
|
||||||
Total
|
$
|
75,311
|
|
|
$
|
662,056
|
|
|
$
|
—
|
|
|
$
|
71,909
|
|
|
$
|
741,218
|
|
|
$
|
—
|
|
8.
|
Goodwill and Other Intangible Assets
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Goodwill
|
$
|
139,304
|
|
|
$
|
—
|
|
|
$
|
139,304
|
|
|
$
|
139,304
|
|
|
$
|
—
|
|
|
$
|
139,304
|
|
Trade names
|
27,979
|
|
|
(6,990
|
)
|
|
20,989
|
|
|
27,979
|
|
|
(6,856
|
)
|
|
21,123
|
|
||||||
Total
|
$
|
167,283
|
|
|
$
|
(6,990
|
)
|
|
$
|
160,293
|
|
|
$
|
167,283
|
|
|
$
|
(6,856
|
)
|
|
$
|
160,427
|
|
9.
|
Other Assets
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Prepaid expenses
|
$
|
30,414
|
|
|
$
|
31,983
|
|
Refundable fees and other deposits
|
18,071
|
|
|
12,376
|
|
||
Development rights, held for future use or sale
|
2,288
|
|
|
845
|
|
||
Deferred loan costs–loans payable
|
5,298
|
|
|
2,424
|
|
||
Operating properties and equipment, net
|
56,462
|
|
|
54,198
|
|
||
Lease right-of-use assets
|
58,088
|
|
|
—
|
|
||
Other
|
3,335
|
|
|
3,425
|
|
||
Total
|
$
|
173,956
|
|
|
$
|
105,251
|
|
10.
|
Accrued Expenses and Other Liabilities
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accrued payroll and related costs
|
$
|
17,458
|
|
|
$
|
44,010
|
|
Warranty reserves
(Note 13)
|
70,947
|
|
|
71,836
|
|
||
Estimated cost for completion of real estate inventories
|
77,533
|
|
|
114,928
|
|
||
Customer deposits
|
21,051
|
|
|
17,464
|
|
||
Income tax liability to Weyerhaeuser
|
577
|
|
|
6,577
|
|
||
Accrued income taxes payable
|
10,853
|
|
|
8,335
|
|
||
Liability for uncertain tax positions (Note 15)
|
972
|
|
|
972
|
|
||
Accrued interest
|
24,345
|
|
|
12,572
|
|
||
Other tax liability
|
21,171
|
|
|
21,892
|
|
||
Lease liabilities
|
61,284
|
|
|
3,196
|
|
||
Other
|
13,600
|
|
|
33,367
|
|
||
Total
|
$
|
319,791
|
|
|
$
|
335,149
|
|
11.
|
Senior Notes and Loans Payable
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
4.375% Senior Notes due June 15, 2019
|
$
|
381,885
|
|
|
$
|
381,895
|
|
4.875% Senior Notes due July 1, 2021
|
300,000
|
|
|
300,000
|
|
||
5.875% Senior Notes due June 15, 2024
|
450,000
|
|
|
450,000
|
|
||
5.250% Senior Notes due June 1, 2027
|
300,000
|
|
|
300,000
|
|
||
Discount and deferred loan costs
|
(19,422
|
)
|
|
(21,091
|
)
|
||
Total
|
$
|
1,412,463
|
|
|
$
|
1,410,804
|
|
12.
|
Fair Value Disclosures
|
•
|
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
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Hierarchy
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
||||||||
Senior Notes
(1)
|
Level 2
|
|
$
|
1,425,892
|
|
|
$
|
1,395,794
|
|
|
$
|
1,425,397
|
|
|
$
|
1,308,826
|
|
(1)
|
The book value of the Senior Notes is net of discounts, excluding deferred loan costs of
$13.4 million
and
$14.6 million
as of
March 31, 2019
and
December 31, 2018
, respectively. The estimated fair value of the Senior Notes at
March 31, 2019
and
December 31, 2018
is based on quoted market prices.
|
13.
|
Commitments and Contingencies
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Warranty reserves, beginning of period
|
$
|
71,836
|
|
|
$
|
69,373
|
|
Warranty reserves accrued
|
4,270
|
|
|
4,746
|
|
||
Warranty expenditures
|
(5,159
|
)
|
|
(3,637
|
)
|
||
Warranty reserves, end of period
|
$
|
70,947
|
|
|
$
|
70,482
|
|
|
Three Months Ended March 31, 2019
|
||
Lease cost
|
|
||
Operating lease cost (included in SG&A expense)
|
$
|
2,044
|
|
Ground lease cost (included in other operations expense)
|
590
|
|
|
Sublease income, ground leases (included in other operations revenue)
|
(598
|
)
|
|
Net lease cost
|
$
|
2,036
|
|
|
|
||
Other information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating lease cash flows (included in operating cash flows)
|
$
|
1,609
|
|
Ground lease cash flows (included in operating cash flows)
|
$
|
608
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
1,707
|
|
|
March 31, 2019
|
|
Weighted-average discount rate:
|
|
|
Operating leases
|
6.0
|
%
|
Ground leases
|
10.2
|
%
|
Weighted-average remaining lease term (in years):
|
|
|
Operating leases
|
6.3
|
|
Ground leases
|
49.2
|
|
|
Property, Equipment and Other Leases
|
|
Ground Leases
(1)
|
||||
Remaining in 2019
|
$
|
6,347
|
|
|
$
|
2,238
|
|
2020
|
8,322
|
|
|
2,984
|
|
||
2021
|
7,048
|
|
|
2,984
|
|
||
2022
|
5,453
|
|
|
2,984
|
|
||
2023
|
4,349
|
|
|
2,984
|
|
||
Thereafter
|
8,799
|
|
|
84,266
|
|
||
|
$
|
40,318
|
|
|
$
|
98,440
|
|
14.
|
Stock-Based Compensation
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Total stock-based compensation
|
$
|
3,435
|
|
|
$
|
3,470
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
Per Share
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
||||||
Options outstanding at December 31, 2018
|
953,905
|
|
|
$
|
14.58
|
|
|
4.2
|
|
|
$
|
296
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(32,486
|
)
|
|
$
|
6.50
|
|
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
Options outstanding at March 31, 2019
|
921,419
|
|
|
$
|
14.87
|
|
|
4.1
|
|
|
$
|
350
|
|
Options exercisable at March 31, 2019
|
921,419
|
|
|
$
|
14.87
|
|
|
4.1
|
|
|
$
|
350
|
|
|
Restricted
Stock
Units
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Nonvested RSUs at December 31, 2018
|
3,341,848
|
|
|
$
|
11.05
|
|
|
$
|
36,526
|
|
Granted
|
1,593,747
|
|
|
$
|
12.10
|
|
|
—
|
|
|
Vested
|
(795,528
|
)
|
|
$
|
12.70
|
|
|
—
|
|
|
Forfeited
|
(745,756
|
)
|
|
$
|
5.20
|
|
|
—
|
|
|
Nonvested RSUs at March 31, 2019
|
3,394,311
|
|
|
$
|
12.45
|
|
|
$
|
42,904
|
|
15.
|
Income Taxes
|
16.
|
Related Party Transactions
|
17.
|
Supplemental Disclosure to Consolidated Statements of Cash Flows
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid (capitalized), net
|
$
|
(13,697
|
)
|
|
$
|
(13,858
|
)
|
Income taxes paid (refunded), net
|
$
|
(2,538
|
)
|
|
$
|
30
|
|
Supplemental disclosures of noncash activities:
|
|
|
|
||||
Amortization of senior note discount capitalized to real estate inventory
|
$
|
505
|
|
|
$
|
531
|
|
Amortization of deferred loan costs capitalized to real estate inventory
|
$
|
1,415
|
|
|
$
|
1,492
|
|
Increase in other assets related to adoption of ASC 606
|
$
|
—
|
|
|
$
|
39,534
|
|
18.
|
Supplemental Guarantor Information
|
|
March 31, 2019
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
55,854
|
|
|
$
|
92,928
|
|
|
$
|
—
|
|
|
$
|
148,782
|
|
Receivables
|
20,616
|
|
|
37,618
|
|
|
—
|
|
|
58,234
|
|
||||
Intercompany receivables
|
858,286
|
|
|
—
|
|
|
(858,286
|
)
|
|
—
|
|
||||
Real estate inventories
|
780,568
|
|
|
2,462,110
|
|
|
—
|
|
|
3,242,678
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
4,191
|
|
|
—
|
|
|
4,191
|
|
||||
Goodwill and other intangible assets, net
|
156,603
|
|
|
3,690
|
|
|
—
|
|
|
160,293
|
|
||||
Investments in subsidiaries
|
1,668,464
|
|
|
—
|
|
|
(1,668,464
|
)
|
|
—
|
|
||||
Deferred tax assets, net
|
14,822
|
|
|
52,939
|
|
|
—
|
|
|
67,761
|
|
||||
Other assets
|
20,894
|
|
|
153,062
|
|
|
—
|
|
|
173,956
|
|
||||
Total assets
|
$
|
3,576,107
|
|
|
$
|
2,806,538
|
|
|
$
|
(2,526,750
|
)
|
|
$
|
3,855,895
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
11,973
|
|
|
$
|
54,632
|
|
|
$
|
—
|
|
|
$
|
66,605
|
|
Intercompany payables
|
—
|
|
|
858,286
|
|
|
(858,286
|
)
|
|
—
|
|
||||
Accrued expenses and other liabilities
|
94,648
|
|
|
225,143
|
|
|
—
|
|
|
319,791
|
|
||||
Senior notes
|
1,412,463
|
|
|
—
|
|
|
—
|
|
|
1,412,463
|
|
||||
Total liabilities
|
1,519,084
|
|
|
1,138,061
|
|
|
(858,286
|
)
|
|
1,798,859
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
2,057,023
|
|
|
1,668,464
|
|
|
(1,668,464
|
)
|
|
2,057,023
|
|
||||
Noncontrolling interests
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Total equity
|
2,057,023
|
|
|
1,668,477
|
|
|
(1,668,464
|
)
|
|
2,057,036
|
|
||||
Total liabilities and equity
|
$
|
3,576,107
|
|
|
$
|
2,806,538
|
|
|
$
|
(2,526,750
|
)
|
|
$
|
3,855,895
|
|
|
December 31, 2018
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
148,129
|
|
|
$
|
129,567
|
|
|
$
|
—
|
|
|
$
|
277,696
|
|
Receivables
|
16,589
|
|
|
35,003
|
|
|
—
|
|
|
51,592
|
|
||||
Intercompany receivables
|
758,501
|
|
|
—
|
|
|
(758,501
|
)
|
|
—
|
|
||||
Real estate inventories
|
812,799
|
|
|
2,403,260
|
|
|
—
|
|
|
3,216,059
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
5,410
|
|
|
—
|
|
|
5,410
|
|
||||
Goodwill and other intangible assets, net
|
156,604
|
|
|
3,823
|
|
|
—
|
|
|
160,427
|
|
||||
Investments in subsidiaries
|
1,672,635
|
|
|
—
|
|
|
(1,672,635
|
)
|
|
—
|
|
||||
Deferred tax assets, net
|
14,822
|
|
|
52,946
|
|
|
—
|
|
|
67,768
|
|
||||
Other assets
|
12,984
|
|
|
92,267
|
|
|
—
|
|
|
105,251
|
|
||||
Total assets
|
$
|
3,593,063
|
|
|
$
|
2,722,276
|
|
|
$
|
(2,431,136
|
)
|
|
$
|
3,884,203
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
13,433
|
|
|
$
|
67,880
|
|
|
$
|
—
|
|
|
$
|
81,313
|
|
Intercompany payables
|
—
|
|
|
758,501
|
|
|
(758,501
|
)
|
|
—
|
|
||||
Accrued expenses and other liabilities
|
111,902
|
|
|
223,247
|
|
|
—
|
|
|
335,149
|
|
||||
Senior notes
|
1,410,804
|
|
|
—
|
|
|
—
|
|
|
1,410,804
|
|
||||
Total liabilities
|
1,536,139
|
|
|
1,049,628
|
|
|
(758,501
|
)
|
|
1,827,266
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
2,056,924
|
|
|
1,672,635
|
|
|
(1,672,635
|
)
|
|
2,056,924
|
|
||||
Noncontrolling interests
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Total equity
|
2,056,924
|
|
|
1,672,648
|
|
|
(1,672,635
|
)
|
|
2,056,937
|
|
||||
Total liabilities and equity
|
$
|
3,593,063
|
|
|
$
|
2,722,276
|
|
|
$
|
(2,431,136
|
)
|
|
$
|
3,884,203
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Homebuilding:
|
|
|
|
|
|
|
|
||||||||
Home sales revenue
|
$
|
171,791
|
|
|
$
|
320,912
|
|
|
$
|
—
|
|
|
$
|
492,703
|
|
Land and lot sales revenue
|
—
|
|
|
1,029
|
|
|
—
|
|
|
1,029
|
|
||||
Other operations revenue
|
—
|
|
|
598
|
|
|
—
|
|
|
598
|
|
||||
Total revenues
|
171,791
|
|
|
322,539
|
|
|
—
|
|
|
494,330
|
|
||||
Cost of home sales
|
145,075
|
|
|
276,461
|
|
|
—
|
|
|
421,536
|
|
||||
Cost of land and lot sales
|
—
|
|
|
1,495
|
|
|
—
|
|
|
1,495
|
|
||||
Other operations expense
|
—
|
|
|
590
|
|
|
—
|
|
|
590
|
|
||||
Sales and marketing
|
9,299
|
|
|
29,690
|
|
|
—
|
|
|
38,989
|
|
||||
General and administrative
|
19,479
|
|
|
19,118
|
|
|
—
|
|
|
38,597
|
|
||||
Homebuilding loss from operations
|
(2,062
|
)
|
|
(4,815
|
)
|
|
—
|
|
|
(6,877
|
)
|
||||
Equity in loss of unconsolidated entities
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Other income, net
|
6,140
|
|
|
101
|
|
|
—
|
|
|
6,241
|
|
||||
Homebuilding income (loss) before income taxes
|
4,078
|
|
|
(4,739
|
)
|
|
—
|
|
|
(661
|
)
|
||||
Financial Services:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
—
|
|
|
302
|
|
|
—
|
|
|
302
|
|
||||
Expenses
|
—
|
|
|
321
|
|
|
—
|
|
|
321
|
|
||||
Equity in income of unconsolidated entities
|
—
|
|
|
775
|
|
|
—
|
|
|
775
|
|
||||
Financial services income before income taxes
|
—
|
|
|
756
|
|
|
—
|
|
|
756
|
|
||||
Income (loss) before income taxes
|
4,078
|
|
|
(3,983
|
)
|
|
—
|
|
|
95
|
|
||||
Equity of net (loss) of subsidiaries
|
(4,007
|
)
|
|
—
|
|
|
4,007
|
|
|
—
|
|
||||
Provision for income taxes
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
||||
Net income (loss)
|
$
|
71
|
|
|
$
|
(4,007
|
)
|
|
$
|
4,007
|
|
|
$
|
71
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Homebuilding:
|
|
|
|
|
|
|
|
||||||||
Home sales revenue
|
$
|
190,420
|
|
|
$
|
392,152
|
|
|
$
|
—
|
|
|
$
|
582,572
|
|
Land and lot sales revenue
|
—
|
|
|
223
|
|
|
—
|
|
|
223
|
|
||||
Other operations revenue
|
—
|
|
|
598
|
|
|
—
|
|
|
598
|
|
||||
Total revenues
|
190,420
|
|
|
392,973
|
|
|
—
|
|
|
583,393
|
|
||||
Cost of home sales
|
159,055
|
|
|
291,447
|
|
|
—
|
|
|
450,502
|
|
||||
Cost of land and lot sales
|
—
|
|
|
503
|
|
|
—
|
|
|
503
|
|
||||
Other operations expense
|
—
|
|
|
602
|
|
|
—
|
|
|
602
|
|
||||
Sales and marketing
|
10,517
|
|
|
27,766
|
|
|
—
|
|
|
38,283
|
|
||||
General and administrative
|
18,159
|
|
|
18,655
|
|
|
—
|
|
|
36,814
|
|
||||
Homebuilding income from operations
|
2,689
|
|
|
54,000
|
|
|
—
|
|
|
56,689
|
|
||||
Equity in loss of unconsolidated entities
|
—
|
|
|
(468
|
)
|
|
—
|
|
|
(468
|
)
|
||||
Other income, net
|
139
|
|
|
32
|
|
|
—
|
|
|
171
|
|
||||
Homebuilding income before income taxes
|
2,828
|
|
|
53,564
|
|
|
—
|
|
|
56,392
|
|
||||
Financial Services:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
—
|
|
|
283
|
|
|
—
|
|
|
283
|
|
||||
Expenses
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
||||
Equity in income of unconsolidated entities
|
—
|
|
|
1,002
|
|
|
—
|
|
|
1,002
|
|
||||
Financial services income before income taxes
|
—
|
|
|
1,148
|
|
|
—
|
|
|
1,148
|
|
||||
Income before income taxes
|
2,828
|
|
|
54,712
|
|
|
—
|
|
|
57,540
|
|
||||
Equity of net income of subsidiaries
|
40,052
|
|
|
—
|
|
|
(40,052
|
)
|
|
—
|
|
||||
Provision for income taxes
|
—
|
|
|
(14,660
|
)
|
|
—
|
|
|
(14,660
|
)
|
||||
Net income
|
$
|
42,880
|
|
|
$
|
40,052
|
|
|
$
|
(40,052
|
)
|
|
$
|
42,880
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
15,054
|
|
|
$
|
(129,979
|
)
|
|
$
|
—
|
|
|
$
|
(114,925
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(2,065
|
)
|
|
(5,159
|
)
|
|
—
|
|
|
(7,224
|
)
|
||||
Proceeds from sale of property and equipment
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
(231
|
)
|
|
—
|
|
|
(231
|
)
|
||||
Intercompany
|
(98,723
|
)
|
|
—
|
|
|
98,723
|
|
|
—
|
|
||||
Net cash (used in) provided by investing activities
|
(100,788
|
)
|
|
(5,383
|
)
|
|
98,723
|
|
|
(7,448
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Repayment of debt
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||
Debt issuance costs
|
(3,124
|
)
|
|
—
|
|
|
—
|
|
|
(3,124
|
)
|
||||
Proceeds from issuance of common stock under
share-based awards
|
198
|
|
|
—
|
|
|
—
|
|
|
198
|
|
||||
Minimum tax withholding paid on behalf of employees for
restricted stock units
|
(3,605
|
)
|
|
—
|
|
|
—
|
|
|
(3,605
|
)
|
||||
Intercompany
|
—
|
|
|
98,723
|
|
|
(98,723
|
)
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(6,541
|
)
|
|
98,723
|
|
|
(98,723
|
)
|
|
(6,541
|
)
|
||||
Net decrease in cash and cash equivalents
|
(92,275
|
)
|
|
(36,639
|
)
|
|
—
|
|
|
(128,914
|
)
|
||||
Cash and cash equivalents–beginning of period
|
148,129
|
|
|
129,567
|
|
|
—
|
|
|
277,696
|
|
||||
Cash and cash equivalents–end of period
|
$
|
55,854
|
|
|
$
|
92,928
|
|
|
$
|
—
|
|
|
$
|
148,782
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
52,793
|
|
|
$
|
(2,907
|
)
|
|
$
|
—
|
|
|
$
|
49,886
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(419
|
)
|
|
(1,751
|
)
|
|
—
|
|
|
(2,170
|
)
|
||||
Proceeds from sale of property and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
(947
|
)
|
|
—
|
|
|
(947
|
)
|
||||
Intercompany
|
(18,449
|
)
|
|
—
|
|
|
18,449
|
|
|
—
|
|
||||
Net cash used in investing activities
|
(18,868
|
)
|
|
(2,698
|
)
|
|
18,449
|
|
|
(3,117
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Proceeds from issuance of common stock under
share-based awards
|
975
|
|
|
—
|
|
|
—
|
|
|
975
|
|
||||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
(6,049
|
)
|
|
—
|
|
|
—
|
|
|
(6,049
|
)
|
||||
Intercompany
|
—
|
|
|
18,449
|
|
|
(18,449
|
)
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(5,074
|
)
|
|
18,448
|
|
|
(18,449
|
)
|
|
(5,075
|
)
|
||||
Net increase in cash and cash equivalents
|
28,851
|
|
|
12,843
|
|
|
—
|
|
|
41,694
|
|
||||
Cash and cash equivalents–beginning of period
|
176,684
|
|
|
106,230
|
|
|
—
|
|
|
282,914
|
|
||||
Cash and cash equivalents–end of period
|
$
|
205,535
|
|
|
$
|
119,073
|
|
|
$
|
—
|
|
|
$
|
324,608
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages and strength of the U.S. dollar;
|
•
|
market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;
|
•
|
levels of competition;
|
•
|
the successful execution of our internal performance plans, including restructuring and cost reduction initiatives;
|
•
|
global economic conditions;
|
•
|
raw material and labor prices and availability;
|
•
|
oil and other energy prices;
|
•
|
the effect of weather, including the re-occurrence of drought conditions in California;
|
•
|
the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, and shortages and price increases in labor or materials associated with such natural disasters;
|
•
|
transportation costs;
|
•
|
federal and state tax policies;
|
•
|
the effect of land use, environment and other governmental laws and regulations;
|
•
|
legal proceedings or disputes and the adequacy of reserves;
|
•
|
risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects;
|
•
|
changes in accounting principles;
|
•
|
risks related to unauthorized access to our computer systems, theft of our homebuyers’ confidential information or other forms of cyber-attack; and
|
•
|
other factors described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2018 and in other filings we make with the Securities and Exchange Commission (“SEC”).
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Homebuilding:
|
|
|
|
|
|
||
Home sales revenue
|
$
|
492,703
|
|
|
$
|
582,572
|
|
Land and lot sales revenue
|
1,029
|
|
|
223
|
|
||
Other operations revenue
|
598
|
|
|
598
|
|
||
Total revenues
|
494,330
|
|
|
583,393
|
|
||
Cost of home sales
|
421,536
|
|
|
450,502
|
|
||
Cost of land and lot sales
|
1,495
|
|
|
503
|
|
||
Other operations expense
|
590
|
|
|
602
|
|
||
Sales and marketing
|
38,989
|
|
|
38,283
|
|
||
General and administrative
|
38,597
|
|
|
36,814
|
|
||
Homebuilding (loss) income from operations
|
(6,877
|
)
|
|
56,689
|
|
||
Equity in loss of unconsolidated entities
|
(25
|
)
|
|
(468
|
)
|
||
Other income, net
|
6,241
|
|
|
171
|
|
||
Homebuilding (loss) income before income taxes
|
(661
|
)
|
|
56,392
|
|
||
Financial Services:
|
|
|
|
||||
Revenues
|
302
|
|
|
283
|
|
||
Expenses
|
321
|
|
|
137
|
|
||
Equity in income of unconsolidated entities
|
775
|
|
|
1,002
|
|
||
Financial services income before income taxes
|
756
|
|
|
1,148
|
|
||
Income before income taxes
|
95
|
|
|
57,540
|
|
||
Provision for income taxes
|
(24
|
)
|
|
(14,660
|
)
|
||
Net income
|
$
|
71
|
|
|
$
|
42,880
|
|
Earnings per share
|
|
|
|
|
|||
Basic
|
$
|
0.00
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
0.00
|
|
|
$
|
0.28
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
|
Percentage Change
|
|||||||||||||||||||||
|
Net New
Home
Orders
|
|
Average
Selling
Communities
|
|
Monthly
Absorption
Rates
|
|
Net New
Home
Orders
|
|
Average
Selling
Communities
|
|
Monthly
Absorption
Rates
|
|
Net New
Home
Orders
|
|
Average
Selling
Communities
|
|
Monthly
Absorption
Rates
|
|||||||||
Maracay
|
161
|
|
|
11.8
|
|
|
4.5
|
|
|
153
|
|
|
13.2
|
|
|
3.9
|
|
|
5
|
%
|
|
(11
|
)%
|
|
18
|
%
|
Pardee Homes
|
433
|
|
|
44.5
|
|
|
3.2
|
|
|
473
|
|
|
32.5
|
|
|
4.9
|
|
|
(8
|
)%
|
|
37
|
%
|
|
(33
|
)%
|
Quadrant Homes
|
75
|
|
|
7.2
|
|
|
3.5
|
|
|
108
|
|
|
7.0
|
|
|
5.1
|
|
|
(31
|
)%
|
|
3
|
%
|
|
(32
|
)%
|
Trendmaker Homes
|
243
|
|
|
39.3
|
|
|
2.1
|
|
|
155
|
|
|
29.8
|
|
|
1.7
|
|
|
57
|
%
|
|
32
|
%
|
|
19
|
%
|
TRI Pointe Homes
|
295
|
|
|
30.8
|
|
|
3.2
|
|
|
459
|
|
|
33.8
|
|
|
4.5
|
|
|
(36
|
)%
|
|
(9
|
)%
|
|
(29
|
)%
|
Winchester Homes
|
114
|
|
|
14.2
|
|
|
2.7
|
|
|
148
|
|
|
13.5
|
|
|
3.7
|
|
|
(23
|
)%
|
|
5
|
%
|
|
(27
|
)%
|
Total
|
1,321
|
|
|
147.8
|
|
|
3.0
|
|
|
1,496
|
|
|
129.8
|
|
|
3.8
|
|
|
(12
|
)%
|
|
14
|
%
|
|
(22
|
)%
|
|
As of March 31, 2019
|
|
As of March 31, 2018
|
|
Percentage Change
|
|||||||||||||||||||||||||
|
Backlog
Units
|
|
Backlog
Dollar
Value
|
|
Average
Sales
Price
|
|
Backlog
Units
|
|
Backlog
Dollar
Value
|
|
Average
Sales
Price
|
|
Backlog
Units
|
|
Backlog
Dollar
Value
|
|
Average
Sales
Price
|
|||||||||||||
Maracay
|
238
|
|
|
$
|
139,862
|
|
|
$
|
588
|
|
|
245
|
|
|
$
|
123,617
|
|
|
$
|
505
|
|
|
(3
|
)%
|
|
13
|
%
|
|
16
|
%
|
Pardee Homes
|
593
|
|
|
472,729
|
|
|
797
|
|
|
608
|
|
|
408,324
|
|
|
672
|
|
|
(2
|
)%
|
|
16
|
%
|
|
19
|
%
|
||||
Quadrant Homes
|
77
|
|
|
75,599
|
|
|
982
|
|
|
169
|
|
|
138,025
|
|
|
817
|
|
|
(54
|
)%
|
|
(45
|
)%
|
|
20
|
%
|
||||
Trendmaker Homes
|
402
|
|
|
196,256
|
|
|
488
|
|
|
244
|
|
|
134,632
|
|
|
552
|
|
|
65
|
%
|
|
46
|
%
|
|
(12
|
)%
|
||||
TRI Pointe Homes
|
371
|
|
|
247,399
|
|
|
667
|
|
|
667
|
|
|
474,240
|
|
|
711
|
|
|
(44
|
)%
|
|
(48
|
)%
|
|
(6
|
)%
|
||||
Winchester Homes
|
161
|
|
|
105,993
|
|
|
658
|
|
|
210
|
|
|
130,204
|
|
|
620
|
|
|
(23
|
)%
|
|
(19
|
)%
|
|
6
|
%
|
||||
Total
|
1,842
|
|
|
$
|
1,237,838
|
|
|
$
|
672
|
|
|
2,143
|
|
|
$
|
1,409,042
|
|
|
$
|
658
|
|
|
(14
|
)%
|
|
(12
|
)%
|
|
2
|
%
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
|
Percentage Change
|
|||||||||||||||||||||||||
|
New
Homes
Delivered
|
|
Home
Sales
Revenue
|
|
Average
Sales
Price
|
|
New
Homes
Delivered
|
|
Home
Sales
Revenue
|
|
Average
Sales
Price
|
|
New
Homes
Delivered
|
|
Home
Sales
Revenue
|
|
Average
Sales
Price
|
|||||||||||||
Maracay
|
74
|
|
|
$
|
39,561
|
|
|
$
|
535
|
|
|
125
|
|
|
$
|
58,455
|
|
|
$
|
468
|
|
|
(41
|
)%
|
|
(32
|
)%
|
|
14
|
%
|
Pardee Homes
|
242
|
|
|
134,863
|
|
|
557
|
|
|
274
|
|
|
180,470
|
|
|
659
|
|
|
(12
|
)%
|
|
(25
|
)%
|
|
(15
|
)%
|
||||
Quadrant Homes
|
44
|
|
|
43,273
|
|
|
983
|
|
|
83
|
|
|
61,305
|
|
|
739
|
|
|
(47
|
)%
|
|
(29
|
)%
|
|
33
|
%
|
||||
Trendmaker Homes
|
154
|
|
|
70,120
|
|
|
455
|
|
|
84
|
|
|
41,185
|
|
|
490
|
|
|
83
|
%
|
|
70
|
%
|
|
(7
|
)%
|
||||
TRI Pointe Homes
|
242
|
|
|
171,791
|
|
|
710
|
|
|
269
|
|
|
190,420
|
|
|
708
|
|
|
(10
|
)%
|
|
(10
|
)%
|
|
—
|
%
|
||||
Winchester Homes
|
58
|
|
|
33,095
|
|
|
571
|
|
|
89
|
|
|
50,737
|
|
|
570
|
|
|
(35
|
)%
|
|
(35
|
)%
|
|
—
|
%
|
||||
Total
|
814
|
|
|
$
|
492,703
|
|
|
$
|
605
|
|
|
924
|
|
|
$
|
582,572
|
|
|
$
|
630
|
|
|
(12
|
)%
|
|
(15
|
)%
|
|
(4
|
)%
|
|
Three Months Ended March 31,
|
||||||||||||
|
2019
|
|
%
|
|
2018
|
|
%
|
||||||
Home sales revenue
|
$
|
492,703
|
|
|
100.0
|
%
|
|
$
|
582,572
|
|
|
100.0
|
%
|
Cost of home sales
|
421,536
|
|
|
85.6
|
%
|
|
450,502
|
|
|
77.3
|
%
|
||
Homebuilding gross margin
|
71,167
|
|
|
14.4
|
%
|
|
132,070
|
|
|
22.7
|
%
|
||
Add: interest in cost of home sales
|
14,191
|
|
|
2.9
|
%
|
|
14,229
|
|
|
2.4
|
%
|
||
Add: impairments and lot option abandonments
|
5,202
|
|
|
1.1
|
%
|
|
248
|
|
|
0.0
|
%
|
||
Adjusted homebuilding gross margin
(1)
|
$
|
90,560
|
|
|
18.4
|
%
|
|
$
|
146,547
|
|
|
25.2
|
%
|
Homebuilding gross margin percentage
|
14.4
|
%
|
|
|
|
22.7
|
%
|
|
|
||||
Adjusted homebuilding gross margin percentage
(1)
|
18.4
|
%
|
|
|
|
25.2
|
%
|
|
|
(1)
|
Non-GAAP financial measure (as discussed below).
|
|
Three Months Ended March 31,
|
|
As a Percentage of
Home Sales Revenue
|
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Sales and marketing
|
$
|
38,989
|
|
|
$
|
38,283
|
|
|
7.9
|
%
|
|
6.6
|
%
|
General and administrative (G&A)
|
38,597
|
|
|
36,814
|
|
|
7.8
|
%
|
|
6.3
|
%
|
||
Total sales and marketing and G&A
|
$
|
77,586
|
|
|
$
|
75,097
|
|
|
15.7
|
%
|
|
12.9
|
%
|
|
March 31,
|
|
Increase
(Decrease)
|
||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
Lots Owned
|
|
|
|
|
|
|
|
||||
Maracay
|
2,272
|
|
|
1,825
|
|
|
447
|
|
|
24
|
%
|
Pardee Homes
|
13,523
|
|
|
14,814
|
|
|
(1,291
|
)
|
|
(9
|
)%
|
Quadrant Homes
|
854
|
|
|
1,148
|
|
|
(294
|
)
|
|
(26
|
)%
|
Trendmaker Homes
|
1,787
|
|
|
1,503
|
|
|
284
|
|
|
19
|
%
|
TRI Pointe Homes
|
2,914
|
|
|
2,845
|
|
|
69
|
|
|
2
|
%
|
Winchester Homes
|
1,291
|
|
|
1,555
|
|
|
(264
|
)
|
|
(17
|
)%
|
Total
|
22,641
|
|
|
23,690
|
|
|
(1,049
|
)
|
|
(4
|
)%
|
Lots Controlled
(1)
|
|
|
|
|
|
|
|
||||
Maracay
|
738
|
|
|
1,176
|
|
|
(438
|
)
|
|
(37
|
)%
|
Pardee Homes
|
731
|
|
|
799
|
|
|
(68
|
)
|
|
(9
|
)%
|
Quadrant Homes
|
694
|
|
|
625
|
|
|
69
|
|
|
11
|
%
|
Trendmaker Homes
|
611
|
|
|
429
|
|
|
182
|
|
|
42
|
%
|
TRI Pointe Homes
|
927
|
|
|
872
|
|
|
55
|
|
|
6
|
%
|
Winchester Homes
|
359
|
|
|
600
|
|
|
(241
|
)
|
|
(40
|
)%
|
Total
|
4,060
|
|
|
4,501
|
|
|
(441
|
)
|
|
(10
|
)%
|
Total Lots Owned or Controlled
(1)
|
26,701
|
|
|
28,191
|
|
|
(1,490
|
)
|
|
(5
|
)%
|
(1)
|
As of
March 31, 2019
and
2018
, lots controlled represented lots that were under land or lot option contracts or purchase contracts.
|
|
Actual at
March 31, |
|
Covenant
Requirement at March 31, |
||||
Financial Covenants
|
2019
|
|
2019
|
||||
Consolidated Tangible Net Worth
|
$
|
1,896,730
|
|
|
$
|
1,350,036
|
|
(Not less than $1.35 billion plus 50% of net income and
50% of the net proceeds from equity offerings after
December 31, 2018)
|
|
|
|
|
|||
Leverage Test
|
40.5
|
%
|
|
≤55%
|
|
||
(Not to exceed 55%)
|
|
|
|
|
|||
Interest Coverage Test
|
4.9
|
|
|
≥1.5
|
|
||
(Not less than 1.5:1.0)
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Senior Notes
|
$
|
1,412,463
|
|
|
$
|
1,410,804
|
|
Total debt
|
1,412,463
|
|
|
1,410,804
|
|
||
Stockholders’ equity
|
2,057,023
|
|
|
2,056,924
|
|
||
Total capital
|
$
|
3,469,486
|
|
|
$
|
3,467,728
|
|
Ratio of debt-to-capital
(1)
|
40.7
|
%
|
|
40.7
|
%
|
||
|
|
|
|
||||
Total debt
|
$
|
1,412,463
|
|
|
$
|
1,410,804
|
|
Less: Cash and cash equivalents
|
(148,782
|
)
|
|
(277,696
|
)
|
||
Net debt
|
1,263,681
|
|
|
1,133,108
|
|
||
Stockholders’ equity
|
2,057,023
|
|
|
2,056,924
|
|
||
Net capital
|
$
|
3,320,704
|
|
|
$
|
3,190,032
|
|
Ratio of net debt-to-net capital
(2)
|
38.1
|
%
|
|
35.5
|
%
|
(1)
|
The ratio of debt-to-capital is computed as the quotient obtained by dividing total debt by the sum of total debt plus stockholders’ equity.
|
(2)
|
The ratio of net debt-to-net capital is a non-GAAP financial measure and is computed as the quotient obtained by dividing net debt (which is total debt less cash and cash equivalents) by the sum of net debt plus stockholders’ equity. The most directly comparable GAAP financial measure is the ratio of debt-to-capital. We believe the ratio of net debt-to-net capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. See the table above reconciling this non-GAAP financial measure to the ratio of debt-to-capital. Because the ratio of net debt-to-net capital is not calculated in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
|
•
|
Net cash used in operating activities increased by
$164.8 million
to
$114.9 million
for the
three
months ended
March 31, 2019
, from net cash provided of
$49.9 million
for the
three
months ended
March 31, 2018
. The change was comprised of offsetting activity, including (i) a decrease in net income to
$71,000
for the three months ended March 31, 2019 compared to
$42.9 million
in the prior-year period, (ii) a decrease in cash collected to cash used of
$6.6 million
in the three months ended March 31, 2019 compared to cash provided of
$70.4 million
in the prior-year period, and (iii) other offsetting activity, including changes in inventory, other assets, accounts payable and accrued expenses.
|
•
|
Net cash used in investing activities was
$7.4 million
for the
three
months ended
March 31, 2019
, compared to
$3.1 million
for the prior-year period. The increase in cash used in investing activities was due mainly to increased purchases of property and equipment.
|
•
|
Net cash used in financing activities was
$6.5 million
for the
three
months ending
March 31, 2019
, compared to net cash provided by financing activities of
$5.1 million
for the same period in the prior year.
|
County, Project, City
|
Year of
First
Delivery
(1)
|
|
Total
Number of
Lots
(2)
|
|
Cumulative
Homes
Delivered
as of
March 31,
2019
|
|
Lots
Owned as of
March 31, 2019
(3)
|
|
Backlog as of
March 31,
2019
(4)(5)
|
|
Homes
Delivered
for the Three
Months Ended
March 31,
2019
|
|
Sales Price
Range
(in thousands)
(6)
|
|||||
Phoenix, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
City of Buckeye:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Verrado Victory
|
2015
|
|
98
|
|
|
85
|
|
|
13
|
|
|
7
|
|
|
5
|
|
|
$373 - $405
|
Arroyo Seco
|
2020
|
|
44
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
$406 - $458
|
City of Chandler:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hawthorn Manor
|
2017
|
|
84
|
|
|
66
|
|
|
18
|
|
|
14
|
|
|
7
|
|
|
$490 - $564
|
Mission Estates
|
2019
|
|
26
|
|
|
—
|
|
|
26
|
|
|
7
|
|
|
—
|
|
|
$530 - $590
|
Windermere Ranch
|
2019
|
|
91
|
|
|
—
|
|
|
91
|
|
|
7
|
|
|
—
|
|
|
$499 - $539
|
City of Gilbert:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marathon Ranch
|
2018
|
|
63
|
|
|
19
|
|
|
44
|
|
|
27
|
|
|
10
|
|
|
$515 - $558
|
Lakes At Annecy
|
2019
|
|
216
|
|
|
—
|
|
|
216
|
|
|
5
|
|
|
—
|
|
|
$250 - $350
|
Annecy P3
|
2020
|
|
250
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
$226 - $301
|
Lakeview Trails
|
2019
|
|
92
|
|
|
—
|
|
|
92
|
|
|
38
|
|
|
—
|
|
|
$528 - $603
|
Copper Bend
|
2020
|
|
38
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
$451 - $484
|
Hamstra Assemblage
|
2020
|
|
332
|
|
|
—
|
|
|
332
|
|
|
—
|
|
|
—
|
|
|
$470 - $750
|
City of Goodyear:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Villages at Rio Paseo
|
2018
|
|
117
|
|
|
24
|
|
|
93
|
|
|
9
|
|
|
6
|
|
|
$190 - $220
|
Cottages at Rio Paseo
|
2018
|
|
93
|
|
|
38
|
|
|
55
|
|
|
12
|
|
|
7
|
|
|
$231 - $251
|
City of Mesa:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Vista at Granite Crossing
|
2018
|
|
37
|
|
|
31
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
$438 - $513
|
Electron at Eastmark
|
2019
|
|
53
|
|
|
—
|
|
|
53
|
|
|
20
|
|
|
—
|
|
|
$361 - $438
|
City of Peoria:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Legacy at The Meadows
|
2017
|
|
74
|
|
|
68
|
|
|
6
|
|
|
—
|
|
|
2
|
|
|
$425 - $451
|
Estates at The Meadows
|
2017
|
|
272
|
|
|
114
|
|
|
158
|
|
|
46
|
|
|
14
|
|
|
$499 - $576
|
Enclave at The Meadows
|
2018
|
|
126
|
|
|
32
|
|
|
94
|
|
|
21
|
|
|
3
|
|
|
$375 - $470
|
Deseo
|
2019
|
|
94
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
$501 - $583
|
City of Phoenix:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Navarro Groves
|
2018
|
|
54
|
|
|
31
|
|
|
23
|
|
|
18
|
|
|
7
|
|
|
$439 - $484
|
Loma at Avance
|
2019
|
|
124
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
$352 - $412
|
Ranger at Avance
|
2019
|
|
143
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
$398 - $466
|
Piedmont at Avance
|
2019
|
|
101
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
$475 - $495
|
Alta at Avance
|
2019
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
$595 - $625
|
Town of Queen Creek:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Spur Cross
|
2020
|
|
118
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
$454 - $544
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Phoenix, Arizona Total
|
|
|
2,766
|
|
|
508
|
|
|
2,258
|
|
|
237
|
|
|
67
|
|
|
|
Tucson, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oro Valley:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Desert Crest - Center Pointe Vistoso
|
2016
|
|
103
|
|
|
90
|
|
|
13
|
|
|
1
|
|
|
3
|
|
|
$262 - $307
|
The Cove - Center Pointe Vistoso
|
2016
|
|
83
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$345 - $405
|
Summit N & S - Center Pointe Vistoso
|
2016
|
|
88
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
$397 - $432
|
The Pinnacle - Center Pointe Vistoso
|
2016
|
|
69
|
|
|
68
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
$448 - $480
|
Tucson, Arizona Total
|
|
|
343
|
|
|
329
|
|
|
14
|
|
|
1
|
|
|
7
|
|
|
|
Maracay Total
|
|
|
3,109
|
|
|
837
|
|
|
2,272
|
|
|
238
|
|
|
74
|
|
|
|
County, Project, City
|
Year of
First
Delivery
(1)
|
|
Total
Number of
Lots
(2)
|
|
Cumulative
Homes
Delivered
as of
March 31,
2019
|
|
Lots
Owned as of
March 31, 2019
(3)
|
|
Backlog as of
March 31,
2019
(4)(5)
|
|
Homes
Delivered
for the Three
Months Ended
March 31,
2019
|
|
Sales Price
Range
(in thousands)
(6)
|
|||||
California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
San Diego County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Almeria
|
2017
|
|
80
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
$1,440 - $1,560
|
Vista Santa Fe
|
2019
|
|
44
|
|
|
—
|
|
|
44
|
|
|
8
|
|
|
—
|
|
|
$1,760 - $1,900
|
Sendero
|
2019
|
|
112
|
|
|
—
|
|
|
112
|
|
|
56
|
|
|
—
|
|
|
$1,150 - $1,300
|
Terraza
|
2019
|
|
81
|
|
|
—
|
|
|
81
|
|
|
30
|
|
|
—
|
|
|
$1,260 - $1,370
|
Carmel
|
2019
|
|
105
|
|
|
—
|
|
|
105
|
|
|
27
|
|
|
—
|
|
|
$1,380 - $1,490
|
Vista Del Mar
|
2019
|
|
79
|
|
|
—
|
|
|
79
|
|
|
22
|
|
|
—
|
|
|
$1,530 - $1,720
|
Pacific Highlands Ranch Future
|
2020
|
|
115
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
$1,800 - $1,900
|
Sandstone
|
2018
|
|
81
|
|
|
63
|
|
|
18
|
|
|
10
|
|
|
14
|
|
|
$640 - $710
|
Lake Ridge
|
2018
|
|
129
|
|
|
50
|
|
|
79
|
|
|
13
|
|
|
16
|
|
|
$710 - $860
|
Veraz
|
2018
|
|
111
|
|
|
15
|
|
|
96
|
|
|
3
|
|
|
5
|
|
|
$380 - $460
|
Moderna
|
2018
|
|
44
|
|
|
18
|
|
|
26
|
|
|
6
|
|
|
8
|
|
|
$355 - $440
|
Marea
|
2020
|
|
135
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
$370 - $470
|
Solmar
|
2019
|
|
74
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
$365 - $440
|
Solmar Sur
|
2019
|
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
$365 - $440
|
Meadowood
|
TBD
|
|
845
|
|
|
—
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
$290 - $590
|
South Otay Mesa
|
TBD
|
|
893
|
|
|
—
|
|
|
893
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Los Angeles County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Verano
|
2017
|
|
95
|
|
|
45
|
|
|
50
|
|
|
4
|
|
|
8
|
|
|
$565 - $670
|
Arista
|
2017
|
|
143
|
|
|
75
|
|
|
68
|
|
|
3
|
|
|
7
|
|
|
$700 - $785
|
Cresta
|
2018
|
|
67
|
|
|
14
|
|
|
53
|
|
|
10
|
|
|
4
|
|
|
$790 - $890
|
Lyra
|
2019
|
|
84
|
|
|
—
|
|
|
84
|
|
|
10
|
|
|
—
|
|
|
$648 - $720
|
Sola
|
2019
|
|
73
|
|
|
—
|
|
|
73
|
|
|
34
|
|
|
—
|
|
|
$545 - $590
|
Skyline Ranch Future
|
TBD
|
|
913
|
|
|
—
|
|
|
913
|
|
|
—
|
|
|
—
|
|
|
$550 - $810
|
Riverside County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage
|
2016
|
|
101
|
|
|
100
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
$390 - $410
|
Aura
|
2017
|
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
$370 - $385
|
Starling
|
2017
|
|
68
|
|
|
49
|
|
|
19
|
|
|
4
|
|
|
9
|
|
|
$425 - $430
|
Canyon Hills Future 70 x 115
|
TBD
|
|
125
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Westlake
|
2020
|
|
163
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
$318 - $325
|
Elara
|
2016
|
|
260
|
|
|
213
|
|
|
47
|
|
|
14
|
|
|
11
|
|
|
$300 - $330
|
Daybreak
|
2017
|
|
159
|
|
|
83
|
|
|
76
|
|
|
5
|
|
|
9
|
|
|
$360 - $385
|
Cascade
|
2017
|
|
209
|
|
|
118
|
|
|
91
|
|
|
8
|
|
|
18
|
|
|
$325 - $340
|
Abrio
|
2018
|
|
98
|
|
|
37
|
|
|
61
|
|
|
11
|
|
|
5
|
|
|
$400 - $420
|
Beacon
|
2018
|
|
106
|
|
|
27
|
|
|
79
|
|
|
21
|
|
|
9
|
|
|
$465 - $520
|
Alisio
|
2019
|
|
84
|
|
|
—
|
|
|
84
|
|
|
28
|
|
|
—
|
|
|
$300 - $330
|
Vita
|
2019
|
|
111
|
|
|
—
|
|
|
111
|
|
|
17
|
|
|
—
|
|
|
$310 - $335
|
Avid
|
2019
|
|
72
|
|
|
—
|
|
|
72
|
|
|
14
|
|
|
—
|
|
|
$340 - $365
|
Elan
|
2019
|
|
101
|
|
|
—
|
|
|
101
|
|
|
6
|
|
|
—
|
|
|
$410 - $440
|
Mira
|
2019
|
|
90
|
|
|
—
|
|
|
90
|
|
|
5
|
|
|
—
|
|
|
$375 - $400
|
Sundance Future Active Adult
|
TBD
|
|
330
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Avena
|
2018
|
|
84
|
|
|
32
|
|
|
52
|
|
|
8
|
|
|
7
|
|
|
$450 - $475
|
Tamarack
|
2018
|
|
84
|
|
|
57
|
|
|
27
|
|
|
6
|
|
|
2
|
|
|
$470 - $520
|
Braeburn
|
2018
|
|
82
|
|
|
14
|
|
|
68
|
|
|
8
|
|
|
6
|
|
|
$420 - $450
|
Canvas
|
2018
|
|
89
|
|
|
12
|
|
|
77
|
|
|
12
|
|
|
4
|
|
|
$400 - $425
|
Kadence
|
2018
|
|
85
|
|
|
10
|
|
|
75
|
|
|
7
|
|
|
2
|
|
|
$420 - $440
|
Newpark
|
2018
|
|
93
|
|
|
11
|
|
|
82
|
|
|
9
|
|
|
3
|
|
|
$450 - $495
|
Easton
|
2018
|
|
92
|
|
|
7
|
|
|
85
|
|
|
8
|
|
|
2
|
|
|
$475 - $530
|
Tournament Hills Future
|
TBD
|
|
268
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Banning
|
2020
|
|
4,344
|
|
|
—
|
|
|
4,344
|
|
|
—
|
|
|
—
|
|
|
TBD
|
San Joaquin County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bear Creek
|
TBD
|
|
1,252
|
|
|
—
|
|
|
1,252
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Closed Communities
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
California Total
|
|
|
13,061
|
|
|
1,230
|
|
|
11,831
|
|
|
427
|
|
|
158
|
|
|
|
Nevada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Clark County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
North Peak
|
2015
|
|
176
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$312 - $370
|
Castle Rock
|
2015
|
|
183
|
|
|
181
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
$365 - $455
|
Escala
|
2016
|
|
64
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$520 - $590
|
Strada
|
2017
|
|
140
|
|
|
59
|
|
|
81
|
|
|
7
|
|
|
—
|
|
|
$425 - $480
|
Linea
|
2018
|
|
123
|
|
|
58
|
|
|
65
|
|
|
33
|
|
|
10
|
|
|
$360 - $400
|
Strada 2.0
|
2019
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
$425 - $480
|
Linea II
|
2020
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
$360 - $400
|
Inspirada Townhomes
|
2020
|
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Meridian
|
2016
|
|
62
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$595 - $690
|
Pebble Estate Future
|
TBD
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Encanto
|
2016
|
|
51
|
|
|
50
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
$475 - $530
|
Luma
|
2018
|
|
63
|
|
|
49
|
|
|
14
|
|
|
10
|
|
|
8
|
|
|
$490 - $530
|
Evolve
|
2019
|
|
74
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
$300
|
Corterra
|
2018
|
|
112
|
|
|
10
|
|
|
102
|
|
|
6
|
|
|
7
|
|
|
$465 - $550
|
Keystone
|
2017
|
|
70
|
|
|
66
|
|
|
4
|
|
|
2
|
|
|
3
|
|
|
$465 - $550
|
Cobalt
|
2017
|
|
124
|
|
|
51
|
|
|
73
|
|
|
8
|
|
|
5
|
|
|
$380 - $455
|
Onyx
|
2018
|
|
71
|
|
|
15
|
|
|
56
|
|
|
14
|
|
|
1
|
|
|
$450 - $485
|
Axis
|
2017
|
|
52
|
|
|
36
|
|
|
16
|
|
|
11
|
|
|
3
|
|
|
$860 - $1,125
|
Axis at the Canyons
|
2019
|
|
26
|
|
|
—
|
|
|
26
|
|
|
2
|
|
|
—
|
|
|
$875 - $905
|
Midnight Ridge
|
2019
|
|
104
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
$540 - $585
|
Pivot
|
2017
|
|
88
|
|
|
54
|
|
|
34
|
|
|
11
|
|
|
10
|
|
|
$405 - $470
|
Strada at Pivot
|
2017
|
|
27
|
|
|
26
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
$450 - $480
|
Nova Ridge
|
2017
|
|
108
|
|
|
44
|
|
|
64
|
|
|
20
|
|
|
5
|
|
|
$680 - $840
|
Tera Luna
|
2018
|
|
116
|
|
|
9
|
|
|
107
|
|
|
6
|
|
|
5
|
|
|
$545 - $660
|
Indogo
|
2018
|
|
202
|
|
|
32
|
|
|
170
|
|
|
10
|
|
|
10
|
|
|
$315 - $360
|
Larimar
|
2018
|
|
170
|
|
|
8
|
|
|
162
|
|
|
5
|
|
|
4
|
|
|
$380 - $420
|
Blackstone
|
2018
|
|
140
|
|
|
11
|
|
|
129
|
|
|
18
|
|
|
6
|
|
|
$405 - $500
|
Cirrus
|
2019
|
|
54
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
$350 - $375
|
Sandalwood
|
2020
|
|
117
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
$685 - $815
|
Nevada Total
|
|
|
2,753
|
|
|
1,061
|
|
|
1,692
|
|
|
166
|
|
|
84
|
|
|
|
Pardee Total
|
|
|
15,814
|
|
|
2,291
|
|
|
13,523
|
|
|
593
|
|
|
242
|
|
|
|
County, Project, City
|
Year of
First
Delivery
(1)
|
|
Total
Number of
Lots
(2)
|
|
Cumulative
Homes
Delivered
as of
March 31,
2019
|
|
Lots
Owned as of
March 31, 2019
(3)
|
|
Backlog as of
March 31,
2019
(4)(5)
|
|
Homes
Delivered
for the Three
Months Ended
March 31,
2019
|
|
Sales Price
Range
(in thousands)
(6)
|
|||||
Washington
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Snohomish County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grove North, Bothell
|
2019
|
|
43
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
$765 - $900
|
Grove South, Bothell
|
2019
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
$785 - $820
|
King County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vareze, Kirkland
|
2019
|
|
82
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
$700 - $900
|
Inglewood Landing, Sammamish
|
2019
|
|
21
|
|
|
1
|
|
|
20
|
|
|
9
|
|
|
1
|
|
|
$1,115 - $1,295
|
Kirkwood Terrace, Sammamish
|
2018
|
|
12
|
|
|
8
|
|
|
4
|
|
|
2
|
|
|
3
|
|
|
$1,800 - $1,900
|
English Landing P1, Redmond
|
2018
|
|
50
|
|
|
44
|
|
|
6
|
|
|
5
|
|
|
7
|
|
|
$1,245
|
Cedar Landing, North Bend
|
2019
|
|
138
|
|
|
—
|
|
|
138
|
|
|
14
|
|
|
—
|
|
|
$740 - $880
|
Monarch Ridge, Sammamish
|
2019
|
|
59
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
$970 - $1,135
|
Overlook at Summit Park, Maple Valley
|
2019
|
|
126
|
|
|
1
|
|
|
125
|
|
|
13
|
|
|
1
|
|
|
$590 - $700
|
Ray Meadows, Redmond
|
2018
|
|
27
|
|
|
14
|
|
|
13
|
|
|
12
|
|
|
4
|
|
|
$1,065
|
Aurea, Sammamish
|
2019
|
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
$710 - $860
|
Aldea, Newcastle
|
2019
|
|
129
|
|
|
11
|
|
|
118
|
|
|
8
|
|
|
11
|
|
|
$695 - $925
|
Lario, Bellevue
|
2019
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
$795 - $1,125
|
Soundview, Federal Way
|
2018
|
|
21
|
|
|
4
|
|
|
17
|
|
|
6
|
|
|
—
|
|
|
$531 - $660
|
Eagles Glen, Sammamish
|
2020
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
$1,100 - $2,000
|
Finn Meadows, Kirkland
|
2020
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
$900 - $1,049
|
Pierce County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Harbor Hill S-5/6, Gig Harbor
|
2017
|
|
72
|
|
|
69
|
|
|
3
|
|
|
3
|
|
|
6
|
|
|
$493
|
Kitsap County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lone Pine, Poulsbo
|
2019
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
$473 - $530
|
Winslow Grove, Bainbridge Island
|
2018
|
|
19
|
|
|
4
|
|
|
15
|
|
|
5
|
|
|
2
|
|
|
$1,042 - $1,142
|
Blue Heron, Poulsbo
|
2021
|
|
85
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
$474 - $649
|
Closed Communities
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
|
Washington Total
|
|
|
1,010
|
|
|
156
|
|
|
854
|
|
|
77
|
|
|
44
|
|
|
|
Quadrant Total
|
|
|
1,010
|
|
|
156
|
|
|
854
|
|
|
77
|
|
|
44
|
|
|
|
County, Project, City
|
Year of
First
Delivery
(1)
|
|
Total
Number of
Lots
(2)
|
|
Cumulative
Homes
Delivered
as of
March 31,
2019
|
|
Lots
Owned as of
March 31, 2019
(3)
|
|
Backlog as of
March 31,
2019
(4)(5)
|
|
Homes
Delivered
for the Three
Months Ended
March 31,
2019
|
|
Sales Price
Range
(in thousands)
(6)
|
|||||
Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brazoria County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pomona, Manvel
|
2015
|
|
49
|
|
|
37
|
|
|
12
|
|
|
3
|
|
|
2
|
|
|
$422 - $489
|
Rise Meridiana
|
2016
|
|
47
|
|
|
31
|
|
|
16
|
|
|
1
|
|
|
1
|
|
|
$292 - $373
|
Fort Bend County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cross Creek Ranch 60', Fulshear
|
2013
|
|
48
|
|
|
31
|
|
|
17
|
|
|
6
|
|
|
—
|
|
|
$399 - $500
|
Cross Creek Ranch 65', Fulshear
|
2013
|
|
89
|
|
|
71
|
|
|
18
|
|
|
7
|
|
|
7
|
|
|
$442 - $557
|
Cross Creek Ranch 70', Fulshear
|
2013
|
|
72
|
|
|
50
|
|
|
22
|
|
|
11
|
|
|
4
|
|
|
$510 - $609
|
Cross Creek Ranch 80', Fulshear
|
2013
|
|
54
|
|
|
30
|
|
|
24
|
|
|
16
|
|
|
3
|
|
|
$600 - $655
|
Cross Creek Ranch 90', Fulshear
|
2013
|
|
37
|
|
|
33
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|
$695 - $759
|
Fulshear Run 1/2 Acre, Richmond
|
2016
|
|
54
|
|
|
33
|
|
|
21
|
|
|
11
|
|
|
2
|
|
|
$573 - $679
|
Harvest Green 75', Richmond
|
2015
|
|
44
|
|
|
37
|
|
|
7
|
|
|
4
|
|
|
2
|
|
|
$446 - $543
|
Sienna Plantation 85', Missouri City
|
2015
|
|
54
|
|
|
32
|
|
|
22
|
|
|
1
|
|
|
2
|
|
|
$546 - $661
|
Grayson Woods 60'
|
TBD
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Grayson Woods 70'
|
TBD
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Harris County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Groves, Humble
|
2015
|
|
117
|
|
|
77
|
|
|
40
|
|
|
5
|
|
|
6
|
|
|
$483 - $511
|
Lakes of Creekside
|
2015
|
|
38
|
|
|
17
|
|
|
21
|
|
|
7
|
|
|
1
|
|
|
$534 - $611
|
Balmoral 50'
|
2019
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Bridgeland '80, Cypress
|
2015
|
|
147
|
|
|
127
|
|
|
20
|
|
|
5
|
|
|
2
|
|
|
$549 - $708
|
Bridgeland 70'
|
2018
|
|
41
|
|
|
8
|
|
|
33
|
|
|
5
|
|
|
1
|
|
|
$511 - $574
|
Villas at Bridgeland 50'
|
2018
|
|
48
|
|
|
4
|
|
|
44
|
|
|
2
|
|
|
2
|
|
|
$370 - $409
|
Elyson 70', Cypress
|
2016
|
|
20
|
|
|
18
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
$463 - $482
|
Falls at Dry Creek
|
2019
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Clear Lake, Houston
|
2015
|
|
778
|
|
|
491
|
|
|
287
|
|
|
52
|
|
|
18
|
|
|
$395 - $717
|
Montgomery County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Northgrove, Tomball
|
2015
|
|
25
|
|
|
7
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Bender's Landing Estates, Spring
|
2014
|
|
104
|
|
|
95
|
|
|
9
|
|
|
5
|
|
|
4
|
|
|
$553 - $596
|
The Woodlands, Creekside Park
|
2015
|
|
126
|
|
|
88
|
|
|
38
|
|
|
13
|
|
|
14
|
|
|
$423 - $699
|
Royal Brook, Porter
|
2019
|
|
25
|
|
|
—
|
|
|
25
|
|
|
2
|
|
|
—
|
|
|
$386 - $479
|
Waller County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LakeHouse
|
TBD
|
|
350
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
$260 - $575
|
Williamson County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Crystal Falls
|
2016
|
|
29
|
|
|
25
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Rancho Sienna 60'
|
2016
|
|
51
|
|
|
22
|
|
|
29
|
|
|
4
|
|
|
4
|
|
|
$335 - $420
|
Rancho Sienna 80'
|
2018
|
|
5
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
$456 - $519
|
Highlands at Mayfield Ranch 50'
|
2018
|
|
36
|
|
|
12
|
|
|
24
|
|
|
8
|
|
|
4
|
|
|
$280 - $330
|
Highlands at Mayfield Ranch 60'
|
2018
|
|
23
|
|
|
5
|
|
|
18
|
|
|
4
|
|
|
4
|
|
|
$340 - $407
|
Rancho Sienna 50'
|
2019
|
|
30
|
|
|
—
|
|
|
30
|
|
|
2
|
|
|
—
|
|
|
$330 - $372
|
Palmera Ridge
|
2019
|
|
30
|
|
|
—
|
|
|
30
|
|
|
12
|
|
|
—
|
|
|
$270 - $326
|
Hays County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Belterra 60', Austin
|
2017
|
|
36
|
|
|
32
|
|
|
4
|
|
|
4
|
|
|
6
|
|
|
$445 - $489
|
Belterra 80', Austin
|
2016
|
|
37
|
|
|
35
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
$600
|
Headwaters, Dripping Springs
|
2017
|
|
30
|
|
|
26
|
|
|
4
|
|
|
4
|
|
|
3
|
|
|
$453 - $485
|
6 Creeks 50' Section 1 & 2
|
2019
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
TBD
|
6 Creeks 60' Section 1 & 2
|
2019
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Travis County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lakes Edge 70'
|
2018
|
|
45
|
|
|
17
|
|
|
28
|
|
|
27
|
|
|
4
|
|
|
$645 - $830
|
Lakes Edge 80'
|
2018
|
|
14
|
|
|
5
|
|
|
9
|
|
|
7
|
|
|
1
|
|
|
$742 - $792
|
Collin County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Miramonte, Frisco
|
2016
|
|
62
|
|
|
40
|
|
|
22
|
|
|
8
|
|
|
4
|
|
|
$475 - $560
|
Retreat at Craig Ranch, McKinney
|
2012
|
|
165
|
|
|
145
|
|
|
20
|
|
|
4
|
|
|
2
|
|
|
$375 - $415
|
Dallas County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vineyards, Rowlett
|
2017
|
|
34
|
|
|
15
|
|
|
19
|
|
|
6
|
|
|
3
|
|
|
$368 - $480
|
Denton County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Glenview, Frisco
|
2017
|
|
50
|
|
|
13
|
|
|
37
|
|
|
7
|
|
|
5
|
|
|
$345 - $485
|
Paloma Creek, Little Elm
|
2015
|
|
267
|
|
|
151
|
|
|
116
|
|
|
16
|
|
|
7
|
|
|
$275 - $390
|
Parks at Legacy, Prosper
|
2017
|
|
49
|
|
|
18
|
|
|
31
|
|
|
8
|
|
|
4
|
|
|
$384 - $495
|
Shadow Creek, Hickory Creek
|
2016
|
|
40
|
|
|
38
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
$360 - $400
|
Valencia, Little Elm
|
2016
|
|
76
|
|
|
42
|
|
|
34
|
|
|
8
|
|
|
5
|
|
|
$350 - $444
|
Villages of Carmel, Denton
|
2017
|
|
94
|
|
|
46
|
|
|
48
|
|
|
33
|
|
|
4
|
|
|
$290 - $360
|
Kaufman County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Park Trails, Forney
|
2015
|
|
85
|
|
|
80
|
|
|
5
|
|
|
2
|
|
|
7
|
|
|
$240 - $280
|
Rockwall County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Heath Golf and Yacht, Heath
|
2016
|
|
91
|
|
|
59
|
|
|
32
|
|
|
9
|
|
|
2
|
|
|
$294 - $490
|
Woodcreek, Fate
|
2017
|
|
83
|
|
|
65
|
|
|
18
|
|
|
13
|
|
|
3
|
|
|
$267 - $330
|
Tarrant County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chisholm Trail Ranch, Fort Worth
|
2017
|
|
70
|
|
|
45
|
|
|
25
|
|
|
15
|
|
|
1
|
|
|
$270 - $375
|
Lakes of River Trails, Fort Worth
|
2011
|
|
143
|
|
|
123
|
|
|
20
|
|
|
20
|
|
|
2
|
|
|
$317 - $416
|
Ventana, Benbrook
|
2017
|
|
61
|
|
|
31
|
|
|
30
|
|
|
17
|
|
|
2
|
|
|
$318 - $430
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
Texas Total
|
|
|
4,196
|
|
|
2,409
|
|
|
1,787
|
|
|
402
|
|
|
154
|
|
|
|
Trendmaker Homes Total
|
|
|
4,196
|
|
|
2,409
|
|
|
1,787
|
|
|
402
|
|
|
154
|
|
|
|
County, Project, City
|
Year of
First
Delivery
(1)
|
|
Total
Number of
Lots
(2)
|
|
Cumulative
Homes
Delivered
as of
March 31,
2019
|
|
Lots
Owned as of
March 31, 2019
(3)
|
|
Backlog as of
March 31,
2019
(4)(5)
|
|
Homes
Delivered
for the Three
Months Ended
March 31,
2019
|
|
Sales Price
Range
(in thousands)
(6)
|
|||||
Southern California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Orange County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aria, Rancho Mission Viejo
|
2016
|
|
151
|
|
|
148
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
$687 - $719
|
Viridian
|
2018
|
|
72
|
|
|
21
|
|
|
51
|
|
|
12
|
|
|
4
|
|
|
$895 - $982
|
Sterling Row Townhomes, Irvine
|
2017
|
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$572 - $779
|
Varenna at Orchard Hills, Irvine
|
2016
|
|
89
|
|
|
79
|
|
|
10
|
|
|
5
|
|
|
6
|
|
|
$1,225 - $1,326
|
Alston, Anaheim
|
2017
|
|
75
|
|
|
72
|
|
|
3
|
|
|
3
|
|
|
12
|
|
|
$828 - $869
|
StrataPointe, Buena Park
|
2017
|
|
149
|
|
|
133
|
|
|
16
|
|
|
15
|
|
|
8
|
|
|
$564 - $720
|
Lyric
|
2019
|
|
70
|
|
|
15
|
|
|
55
|
|
|
10
|
|
|
15
|
|
|
$790 - $937
|
Citron at Bedford
|
2019
|
|
35
|
|
|
7
|
|
|
28
|
|
|
11
|
|
|
7
|
|
|
$383 - $411
|
San Diego County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Prism at Weston
|
2018
|
|
142
|
|
|
42
|
|
|
100
|
|
|
13
|
|
|
8
|
|
|
$574 - $632
|
Talus at Weston
|
2018
|
|
63
|
|
|
37
|
|
|
26
|
|
|
9
|
|
|
5
|
|
|
$680 - $730
|
Riverside County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Terrassa Court, Corona
|
2015
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$421 - $499
|
Terrassa Villas, Corona
|
2015
|
|
52
|
|
|
49
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
$491 - $549
|
Cassis at Rancho Soleo
|
2020
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Cava at Rancho Soleo
|
2020
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Cerro at Rancho Soleo
|
2020
|
|
103
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Los Angeles County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
VuePointe, El Monte
|
2017
|
|
102
|
|
|
98
|
|
|
4
|
|
|
1
|
|
|
11
|
|
|
$479 - $587
|
Bradford at Rosedale, Azusa
|
2017
|
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$816 - $906
|
Lucera at Aliento
|
2017
|
|
67
|
|
|
66
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
$622 - $648
|
Tierno at Aliento
|
2017
|
|
63
|
|
|
49
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
$667 - $695
|
Tierno II at Aliento
|
2018
|
|
63
|
|
|
15
|
|
|
48
|
|
|
7
|
|
|
5
|
|
|
$642 - $703
|
Paloma at West Creek
|
2018
|
|
155
|
|
|
67
|
|
|
88
|
|
|
13
|
|
|
17
|
|
|
$453 - $516
|
Mystral
|
2019
|
|
78
|
|
|
—
|
|
|
78
|
|
|
17
|
|
|
—
|
|
|
$635 - $679
|
Celestia
|
2019
|
|
72
|
|
|
—
|
|
|
72
|
|
|
20
|
|
|
—
|
|
|
$597 - $626
|
San Bernardino County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
St. James at Park Place, Ontario
|
2015
|
|
125
|
|
|
119
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
$509 - $560
|
St. James III at Park Place, Ontario
|
2018
|
|
82
|
|
|
43
|
|
|
39
|
|
|
11
|
|
|
6
|
|
|
$509 - $560
|
Ivy at The Preserve
|
2020
|
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Hazel at The Preserve
|
2020
|
|
133
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Tempo at The Resort
|
2019
|
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Southern California Total
|
|
|
2,518
|
|
|
1,302
|
|
|
1,216
|
|
|
150
|
|
|
116
|
|
|
|
Northern California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Contra Costa County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wynstone at Barrington, Brentwood
|
2017
|
|
92
|
|
|
83
|
|
|
9
|
|
|
5
|
|
|
6
|
|
|
$536 - $675
|
Greyson Place
|
2019
|
|
44
|
|
|
—
|
|
|
44
|
|
|
1
|
|
|
—
|
|
|
$910 - $980
|
Santa Clara County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Madison Gate
|
2018
|
|
65
|
|
|
30
|
|
|
35
|
|
|
—
|
|
|
6
|
|
|
$815 - $1,134
|
Luchessa
|
2019
|
|
49
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
$755 - $799
|
The Grove
|
2019
|
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
$850 - $920
|
The Heights
|
2020
|
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Solano County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bloom at Green Valley, Fairfield
|
2018
|
|
91
|
|
|
38
|
|
|
53
|
|
|
8
|
|
|
7
|
|
|
$530 - $570
|
Harvest at Green Valley, Fairfield
|
2018
|
|
56
|
|
|
33
|
|
|
23
|
|
|
3
|
|
|
5
|
|
|
$550 - $630
|
Lantana, Fairfield
|
2019
|
|
133
|
|
|
—
|
|
|
133
|
|
|
23
|
|
|
—
|
|
|
$455 - $490
|
San Joaquin County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sundance, Mountain House
|
2015
|
|
113
|
|
|
108
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
$648 - $721
|
Sundance II, Mountain House
|
2017
|
|
138
|
|
|
65
|
|
|
73
|
|
|
8
|
|
|
6
|
|
|
$648 - $721
|
Alameda County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial, Alameda Landing
|
2019
|
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
$500
|
Blackstone at the Cannery, Hayward SFA
|
2016
|
|
105
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$666 - $776
|
Slate at Jordan Ranch, Dublin
|
2017
|
|
56
|
|
|
54
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
$1,125 - $1,225
|
Onyx at Jordan Ranch, Dublin
|
2017
|
|
105
|
|
|
61
|
|
|
44
|
|
|
3
|
|
|
7
|
|
|
$899 - $951
|
Quartz at Jordan Ranch, Dublin
|
2018
|
|
45
|
|
|
34
|
|
|
11
|
|
|
6
|
|
|
4
|
|
|
$958 - $1,098
|
Apex, Fremont
|
2018
|
|
77
|
|
|
45
|
|
|
32
|
|
|
2
|
|
|
6
|
|
|
$784 - $1,096
|
Palm, Fremont
|
2019
|
|
31
|
|
|
3
|
|
|
28
|
|
|
5
|
|
|
3
|
|
|
$2,119 - $2,225
|
Ellis at Central Station, Oakland
|
2019
|
|
128
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
$711 - $807
|
Sacramento County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natomas
|
2019
|
|
94
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
$344 - $410
|
Placer County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Twelve Bridges
|
2019
|
|
102
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
$432 - $528
|
San Francisco County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lofton at NOPO, San Francisco
|
2020
|
|
54
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
$995 - $1,237
|
Northern California Total
|
|
|
1,669
|
|
|
659
|
|
|
1,010
|
|
|
68
|
|
|
54
|
|
|
|
California Total
|
|
|
4,187
|
|
|
1,961
|
|
|
2,226
|
|
|
218
|
|
|
170
|
|
|
|
Colorado
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Douglas County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Terrain Ravenwood Village (3500)
|
2018
|
|
157
|
|
|
50
|
|
|
107
|
|
|
26
|
|
|
16
|
|
|
$375 - $427
|
Terrain Ravenwood Village (4000)
|
2018
|
|
100
|
|
|
39
|
|
|
61
|
|
|
20
|
|
|
6
|
|
|
$403 - $471
|
Trails at Crowfoot
|
2020
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Sterling Ranch
|
2020
|
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
TBD
|
The Canyons
|
2020
|
|
89
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Jefferson County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Candelas 6000 Series, Arvada
|
2015
|
|
76
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
$516 - $656
|
Candelas 3500 Series, Arvada
|
2016
|
|
97
|
|
|
92
|
|
|
5
|
|
|
5
|
|
|
11
|
|
|
$408 - $466
|
Candelas 5000 Series, Arvada
|
2017
|
|
62
|
|
|
56
|
|
|
6
|
|
|
3
|
|
|
12
|
|
|
$516 - $584
|
Candelas 4020 Series, Arvada
|
2019
|
|
98
|
|
|
3
|
|
|
95
|
|
|
35
|
|
|
3
|
|
|
$465 - $520
|
Crown Pointe, Westminster
|
2019
|
|
64
|
|
|
2
|
|
|
62
|
|
|
25
|
|
|
2
|
|
|
$430 - $482
|
Arapahoe County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Whispering Pines, Aurora
|
2016
|
|
115
|
|
|
69
|
|
|
46
|
|
|
22
|
|
|
5
|
|
|
$636 - $681
|
Adams County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amber Creek, Thornton
|
2017
|
|
121
|
|
|
84
|
|
|
37
|
|
|
17
|
|
|
16
|
|
|
$398 - $483
|
Colorado Total
|
|
|
1,159
|
|
|
471
|
|
|
688
|
|
|
153
|
|
|
72
|
|
|
|
TRI Pointe Total
|
|
|
5,346
|
|
|
2,432
|
|
|
2,914
|
|
|
371
|
|
|
242
|
|
|
|
County, Project, City
|
Year of
First
Delivery
(1)
|
|
Total
Number of
Lots
(2)
|
|
Cumulative
Homes
Delivered
as of
March 31,
2019
|
|
Lots
Owned as of
March 31, 2019
(3)
|
|
Backlog as of
March 31,
2019
(4)(5)
|
|
Homes
Delivered
for the Three
Months Ended
March 31,
2019
|
|
Sales Price
Range
(in thousands)
(6)
|
|||||
Maryland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Anne Arundel County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Two Rivers Townhomes, Crofton
|
2017
|
|
100
|
|
|
43
|
|
|
57
|
|
|
15
|
|
|
4
|
|
|
$450 - $560
|
Two Rivers Cascades SFD, Crofton
|
2018
|
|
37
|
|
|
16
|
|
|
21
|
|
|
7
|
|
|
—
|
|
|
$540 - $625
|
Watson's Glen, Millersville
|
2015
|
|
103
|
|
|
4
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Frederick County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Landsdale, Monrovia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Landsdale SFD
|
2015
|
|
222
|
|
|
130
|
|
|
92
|
|
|
16
|
|
|
5
|
|
|
$495 - $597
|
Landsdale Townhomes
|
2015
|
|
100
|
|
|
78
|
|
|
22
|
|
|
4
|
|
|
2
|
|
|
$330 - $383
|
Landsdale TND Neo SFD
|
2015
|
|
77
|
|
|
47
|
|
|
30
|
|
|
6
|
|
|
3
|
|
|
$440 - $473
|
Montgomery County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cabin Branch, Clarksburg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cabin Branch SFD
|
2014
|
|
359
|
|
|
210
|
|
|
149
|
|
|
14
|
|
|
6
|
|
|
$510 - $760
|
Cabin Branch Avenue Townhomes
|
2017
|
|
121
|
|
|
59
|
|
|
62
|
|
|
5
|
|
|
7
|
|
|
$420 - $488
|
Cabin Branch Townhomes
|
2014
|
|
507
|
|
|
303
|
|
|
204
|
|
|
11
|
|
|
4
|
|
|
$360 - $458
|
Preserve at Stoney Spring - Lots for Sale
|
N/A
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
N/A
|
Glenmont MetroCenter, Silver Spring
|
2016
|
|
171
|
|
|
81
|
|
|
90
|
|
|
23
|
|
|
6
|
|
|
$435 - $513
|
Chapman Row, Rockville
|
2019
|
|
61
|
|
|
—
|
|
|
61
|
|
|
6
|
|
|
—
|
|
|
$710 - $799
|
Randolph Farms, Rockville
|
2019
|
|
104
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
Maryland Total
|
|
|
1,966
|
|
|
971
|
|
|
995
|
|
|
107
|
|
|
38
|
|
|
|
Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fairfax County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stuart Mill, Oakton - Lots for Sale
|
N/A
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
N/A
|
Westgrove, Fairfax
|
2018
|
|
24
|
|
|
5
|
|
|
19
|
|
|
9
|
|
|
4
|
|
|
$1,001 - $1,107
|
West Oaks Corner, Fairfax
|
2019
|
|
188
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Loudoun County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brambleton, Ashburn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
West Park SFD
|
2018
|
|
48
|
|
|
24
|
|
|
24
|
|
|
14
|
|
|
4
|
|
|
$700 - $724
|
Birchwood AA
|
2018
|
|
37
|
|
|
14
|
|
|
23
|
|
|
15
|
|
|
5
|
|
|
$577 - $634
|
Vistas at Lansdowne, Lansdowne
|
2015
|
|
120
|
|
|
115
|
|
|
5
|
|
|
5
|
|
|
6
|
|
|
$536 - $576
|
Willowsford Grant II, Aldie
|
2016
|
|
55
|
|
|
23
|
|
|
32
|
|
|
11
|
|
|
—
|
|
|
$950 - $1,226
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
Virginia Total
|
|
|
477
|
|
|
181
|
|
|
296
|
|
|
54
|
|
|
20
|
|
|
|
Winchester Total
|
|
|
2,443
|
|
|
1,152
|
|
|
1,291
|
|
|
161
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Combined Company Total
|
|
|
31,918
|
|
|
9,277
|
|
|
22,641
|
|
|
1,842
|
|
|
814
|
|
|
|
(1)
|
Year of first delivery for future periods is based upon management’s estimates and is subject to change.
|
(2)
|
The number of homes to be built at completion is subject to change, and there can be no assurance that we will build these homes.
|
(3)
|
Owned lots as of
March 31, 2019
include owned lots in backlog as of
March 31, 2019
.
|
(4)
|
Backlog consists of homes under sales contracts that have not yet been delivered, and there can be no assurance that delivery of sold homes will occur.
|
(5)
|
Of the total homes subject to pending sales contracts that have not been delivered as of
March 31, 2019
,
1,160
homes are under construction,
317
homes have completed construction, and
365
homes have not started construction.
|
(6)
|
Sales price range reflects base price only and excludes any lot premium, buyer incentives and buyer-selected options, which may vary from project to project. Sales prices for homes required to be sold pursuant to affordable housing requirements are excluded from sales price range. Sales prices reflect current pricing and might not be indicative of past or future pricing.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
Amended and Restated Certificate of Incorporation of TRI Pointe Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed July 7, 2015))
|
|
|
|
|
|
Amended and Restated Bylaws of TRI Pointe Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed October 27, 2016))
|
|
|
|
|
10.1
†
|
|
Amended and Restated 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed February 26, 2019))
|
|
|
|
10.2
†
|
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed February 26, 2019))
|
|
|
|
10.3
†
|
|
Form of Time-Vested Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (filed February 26, 2019))
|
|
|
|
10.4
†
|
|
Form of Time-Vested Restricted Stock Unit Award Agreement
|
|
|
|
10.5
†
|
|
Form of Performance-Based Cash Award Agreement
|
|
|
|
10.6
†
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (earnings per share)
|
|
|
|
10.7
†
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (total stockholder return)
|
|
|
|
|
Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among TRI Pointe Group, Inc., U.S. Bank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed April 4, 2019))
|
|
|
|
|
|
Second Amendment to Tax Sharing Agreement, dated as of March 29, 2019, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc., TRI Pointe Holdings, Inc. and Weyerhaeuser Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed April 4, 2019))
|
|
|
|
|
|
Chief Executive Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Chief Financial Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Chief Executive Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Chief Financial Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101
|
|
The following materials from TRI Pointe Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Cash Flows, and (v) Condensed Notes to Consolidated Financial Statement.
|
|
|
|
†
|
|
Management Contract or Compensatory Plan or Arrangement
|
|
TRI Pointe Group, Inc.
|
|
|
|
|
Date: April 25, 2019
|
By:
|
/s/ Douglas F. Bauer
|
|
|
Douglas F. Bauer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: April 25, 2019
|
By:
|
/s/ Michael D. Grubbs
|
|
|
Michael D. Grubbs
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
|
|
|
|
|
|
2
#
|
|
5.
|
Transfer Restrictions and Investment Representation
.
|
6.
|
Additional Terms and Conditions of Award
.
|
|
3
#
|
|
|
4
#
|
|
|
|
|
|
|
|
|
|
Performance Level
|
|
[PERFORMANCE MEASURE]
|
|
Percentage of Cash Target
Amount That Vests
|
Maximum
|
|
[] or above
|
|
[]%
|
Target
|
|
[]
|
|
[]%
|
Threshold
|
|
[]
|
|
[]%
|
Below Threshold
|
|
Below []
|
|
0%
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
|
|
|
|
|
Performance Level
|
The Company’s Cumulative EPS
|
Percentage of Award That Vests
|
Maximum
|
[]% of Cumulative EPS Plan and above
|
[]%
|
Target
|
[]% of Cumulative EPS Plan
|
[]%
|
Threshold
|
[]% of Cumulative EPS Plan
|
[]%
|
Below Threshold
|
Below []% of Cumulative EPS Plan
|
0%
|
|
|
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
|
|
|
|
|
|
2
|
|
|
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Performance Level
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The Company’s TSR
Percentile on Vesting Date
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Percentage of Award That
Vests
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||
Maximum
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[]th TSR Percentile and above
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[]%
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Target
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[]th TSR Percentile
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[]%
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Threshold
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[]th TSR Percentile
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[]%
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Below Threshold
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Below []th TSR Percentile
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0%
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(1)
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I have reviewed this report on Form 10-Q of TRI Pointe Group, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
a.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 25, 2019
|
/s/ Douglas F. Bauer
|
|
Douglas F. Bauer
|
|
Chief Executive Officer (Principal Executive Officer)
|
(1)
|
I have reviewed this report on Form 10-Q of TRI Pointe Group, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
a.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
a.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
b.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
a.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 25, 2019
|
/s/ Michael D. Grubbs
|
|
Michael D. Grubbs
|
|
Chief Financial Officer (Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 25, 2019
|
/s/ Douglas F. Bauer
|
|
Douglas F. Bauer
|
|
Chief Executive Officer (Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 25, 2019
|
/s/ Michael D. Grubbs
|
|
Michael D. Grubbs
|
|
Chief Financial Officer (Principal Financial Officer)
|