☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
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61-1763235
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(State or other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
TPH
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
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|
Smaller reporting company
|
☐
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Emerging growth company
|
☐
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Page
Number
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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Item 16.
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•
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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;
|
•
|
the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such parcels;
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•
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access to adequate capital on acceptable terms;
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•
|
geographic concentration of our operations, particularly within California;
|
•
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levels of competition;
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•
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the successful execution of our internal performance plans, including restructuring and cost reduction initiatives;
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•
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raw material and labor prices and availability;
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•
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oil and other energy prices;
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•
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the effect of U.S. trade policies, including the imposition of tariffs and duties on homebuilding products and retaliatory measures taken by other countries;
|
•
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the effect of weather, including the re-occurrence of drought conditions in California;
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•
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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;
|
•
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transportation costs;
|
•
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federal and state tax policies;
|
•
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the effect of land use, environment and other governmental laws and regulations;
|
•
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legal proceedings or disputes and the adequacy of reserves;
|
•
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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;
|
•
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changes in accounting principles;
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•
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risks related to unauthorized access to our computer systems, theft of our homebuyers’ confidential information or other forms of cyber attack; and
|
•
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other factors described in “Risk Factors.”
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Item 1.
|
Business
|
•
|
Maracay in Arizona;
|
•
|
Pardee Homes in California and Nevada;
|
•
|
Quadrant Homes in Washington;
|
•
|
Trendmaker Homes in Texas;
|
•
|
TRI Pointe Homes in California, Colorado and the Carolinas; and
|
•
|
Winchester Homes in Maryland and Virginia.
|
|
Lots
Owned
|
|
Lots
Controlled (1)
|
|
Lots
Owned or
Controlled
|
|||
Maracay
|
2,099
|
|
|
1,631
|
|
|
3,730
|
|
Pardee Homes
|
13,126
|
|
|
141
|
|
|
13,267
|
|
Quadrant Homes
|
977
|
|
|
126
|
|
|
1,103
|
|
Trendmaker Homes
|
2,852
|
|
|
1,182
|
|
|
4,034
|
|
TRI Pointe Homes
|
2,771
|
|
|
3,399
|
|
|
6,170
|
|
Winchester Homes
|
1,020
|
|
|
705
|
|
|
1,725
|
|
Total
|
22,845
|
|
|
7,184
|
|
|
30,029
|
|
(1)
|
Lots controlled for Trendmaker Homes include 135 lots, which represent our expected share of lots owned by an unconsolidated land development joint venture that was formed during the year ended December 31, 2019.
|
County, Project, City
|
Year of
First
Delivery(1)
|
|
Total
Number of Lots(2)
|
|
Cumulative
Homes Delivered as of December 31, 2019 |
|
Lots
Owned as of December 31, 2019(3) |
|
Backlog as of
December 31,2019(4)(5) |
|
Homes
Delivered for the Twelve Months Ended December 31, 2019 |
|
Sales Price
Range(in thousands)(6)
|
|||||
Phoenix, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
City of Buckeye:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Arroyo Seco
|
2020
|
|
44
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
$406 - $470
|
City of Chandler:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mission Estates
|
2019
|
|
26
|
|
|
12
|
|
|
14
|
|
|
14
|
|
|
12
|
|
|
$537 - $598
|
Windermere Ranch
|
2019
|
|
91
|
|
|
20
|
|
|
71
|
|
|
21
|
|
|
20
|
|
|
$508 - $548
|
Canopy North
|
2020
|
|
129
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
$453 - $522
|
Canopy South
|
2020
|
|
112
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
$534 - $558
|
City of Gilbert:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marathon Ranch
|
2018
|
|
63
|
|
|
59
|
|
|
4
|
|
|
3
|
|
|
50
|
|
|
$520 - $563
|
Lakes At Annecy
|
2019
|
|
216
|
|
|
36
|
|
|
180
|
|
|
36
|
|
|
36
|
|
|
$267 - $355
|
Annecy P3
|
2021
|
|
250
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
$226 - $301
|
Lakeview Trails
|
2019
|
|
92
|
|
|
41
|
|
|
51
|
|
|
27
|
|
|
41
|
|
|
$557 - $642
|
Lakeview Trails II
|
2020
|
|
68
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
$557 - $642
|
Copper Bend
|
2020
|
|
38
|
|
|
—
|
|
|
38
|
|
|
9
|
|
|
—
|
|
|
$484 - $503
|
Waterston
|
2020
|
|
331
|
|
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
$487 - $775
|
City of Goodyear:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Villages at Rio Paseo
|
2018
|
|
117
|
|
|
61
|
|
|
56
|
|
|
16
|
|
|
43
|
|
|
$193 - $224
|
Cottages at Rio Paseo
|
2018
|
|
93
|
|
|
81
|
|
|
12
|
|
|
3
|
|
|
50
|
|
|
$231 - $252
|
Sedella
|
2021
|
|
75
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
$441 - $520
|
City of Mesa:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electron at Eastmark
|
2019
|
|
53
|
|
|
38
|
|
|
15
|
|
|
15
|
|
|
38
|
|
|
$364 - $441
|
Cadence
|
2021
|
|
127
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
$386 - $466
|
City of Peoria:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Legacy at The Meadows
|
2017
|
|
74
|
|
|
68
|
|
|
6
|
|
|
—
|
|
|
2
|
|
|
$425 - $451
|
Estates at The Meadows
|
2017
|
|
272
|
|
|
162
|
|
|
110
|
|
|
28
|
|
|
62
|
|
|
$510 - $599
|
Enclave at The Meadows
|
2018
|
|
126
|
|
|
70
|
|
|
56
|
|
|
31
|
|
|
41
|
|
|
$402 - $497
|
Deseo
|
2019
|
|
94
|
|
|
6
|
|
|
88
|
|
|
26
|
|
|
6
|
|
|
$507 - $601
|
City of Phoenix:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Navarro Groves
|
2018
|
|
54
|
|
|
53
|
|
|
1
|
|
|
—
|
|
|
29
|
|
|
$439 - $484
|
Loma @ Avance
|
2019
|
|
124
|
|
|
22
|
|
|
102
|
|
|
30
|
|
|
22
|
|
|
$379 - $438
|
Ranger @ Avance
|
2019
|
|
145
|
|
|
2
|
|
|
143
|
|
|
34
|
|
|
2
|
|
|
$416 - $488
|
Piedmont @ Avance
|
2019
|
|
99
|
|
|
2
|
|
|
97
|
|
|
31
|
|
|
2
|
|
|
$503 - $518
|
Alta @ Avance
|
2020
|
|
26
|
|
|
—
|
|
|
26
|
|
|
6
|
|
|
—
|
|
|
$611 - $640
|
Town of Queen Creek:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pathfinder South At Spur Cross
|
2020
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
$474 - $494
|
Pathfinder North At Spur Cross
|
2020
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
$563 - $577
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
|
Phoenix, Arizona Total
|
|
|
3,057
|
|
|
733
|
|
|
2,097
|
|
|
330
|
|
|
511
|
|
|
|
Tucson, Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oro Valley:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Desert Crest - Center Pointe Vistoso
|
2016
|
|
103
|
|
|
101
|
|
|
2
|
|
|
—
|
|
|
14
|
|
|
$262 - $307
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
Tucson, Arizona Total
|
|
|
103
|
|
|
101
|
|
|
2
|
|
|
—
|
|
|
19
|
|
|
|
Maracay Total
|
|
|
3,160
|
|
|
834
|
|
|
2,099
|
|
|
330
|
|
|
530
|
|
|
|
County, Project, City
|
Year of
First
Delivery(1)
|
|
Total
Number of Lots(2)
|
|
Cumulative
Homes Delivered as of December 31, 2019 |
|
Lots
Owned as of December 31, 2019(3) |
|
Backlog as of
December 31,2019(4)(5) |
|
Homes
Delivered for the Twelve Months Ended December 31, 2019 |
|
Sales Price
Range(in thousands)(6)
|
|||||
California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
San Diego County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vista Santa Fe
|
2019
|
|
44
|
|
|
18
|
|
|
26
|
|
|
8
|
|
|
18
|
|
|
$1,858 - $1,970
|
Sendero
|
2019
|
|
112
|
|
|
61
|
|
|
51
|
|
|
29
|
|
|
61
|
|
|
$1,350 - $1,440
|
Terraza
|
2019
|
|
81
|
|
|
46
|
|
|
35
|
|
|
25
|
|
|
46
|
|
|
$1,350 - $1,430
|
Carmel
|
2019
|
|
105
|
|
|
47
|
|
|
58
|
|
|
8
|
|
|
47
|
|
|
$1,420 - $1,530
|
Vista Del Mar
|
2019
|
|
79
|
|
|
33
|
|
|
46
|
|
|
7
|
|
|
33
|
|
|
$1,580 - $1,730
|
Pacific Highlands Ranch Future
|
2020
|
|
115
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Lake Ridge
|
2018
|
|
129
|
|
|
77
|
|
|
52
|
|
|
14
|
|
|
43
|
|
|
$710 - $840
|
Veraz
|
2018
|
|
111
|
|
|
46
|
|
|
65
|
|
|
1
|
|
|
36
|
|
|
$390 - $475
|
Marea
|
2020
|
|
143
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
$365 - $435
|
Solmar
|
2019
|
|
74
|
|
|
9
|
|
|
65
|
|
|
6
|
|
|
9
|
|
|
$380 - $470
|
Solmar Sur
|
2020
|
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
$380 - $470
|
PA61 Townhomes
|
2021
|
|
170
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Meadowood
|
2021
|
|
844
|
|
|
—
|
|
|
844
|
|
|
—
|
|
|
—
|
|
|
$390 - $630
|
South Otay Mesa
|
TBD
|
|
893
|
|
|
—
|
|
|
893
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Los Angeles County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Verano
|
2017
|
|
95
|
|
|
55
|
|
|
40
|
|
|
5
|
|
|
18
|
|
|
$575 - $670
|
Arista
|
2017
|
|
143
|
|
|
91
|
|
|
52
|
|
|
11
|
|
|
23
|
|
|
$725 - $795
|
Cresta
|
2018
|
|
67
|
|
|
34
|
|
|
33
|
|
|
7
|
|
|
24
|
|
|
$800 - $890
|
Lyra
|
2019
|
|
141
|
|
|
33
|
|
|
108
|
|
|
15
|
|
|
33
|
|
|
$650 - $720
|
Sola
|
2019
|
|
189
|
|
|
61
|
|
|
128
|
|
|
24
|
|
|
61
|
|
|
$550 - $600
|
Luna
|
2020
|
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
$610 - $660
|
Skyline Ranch Future
|
TBD
|
|
626
|
|
|
—
|
|
|
626
|
|
|
—
|
|
|
—
|
|
|
$550 - $810
|
Riverside County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Starling
|
2017
|
|
68
|
|
|
66
|
|
|
2
|
|
|
2
|
|
|
26
|
|
|
$425 - $440
|
Canyon Hills Future 70 x 115
|
TBD
|
|
125
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Westlake
|
2020
|
|
163
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
$310 - $325
|
Elara
|
2016
|
|
260
|
|
|
257
|
|
|
3
|
|
|
2
|
|
|
55
|
|
|
$310 - $345
|
Daybreak
|
2017
|
|
159
|
|
|
123
|
|
|
36
|
|
|
12
|
|
|
49
|
|
|
$360 - $385
|
Cascade
|
2017
|
|
194
|
|
|
158
|
|
|
36
|
|
|
4
|
|
|
58
|
|
|
$335 - $355
|
Abrio
|
2018
|
|
113
|
|
|
70
|
|
|
43
|
|
|
14
|
|
|
38
|
|
|
$410 - $445
|
Beacon
|
2018
|
|
106
|
|
|
71
|
|
|
35
|
|
|
13
|
|
|
53
|
|
|
$490 - $525
|
Alisio
|
2019
|
|
84
|
|
|
51
|
|
|
33
|
|
|
7
|
|
|
51
|
|
|
$300 - $335
|
Vita
|
2019
|
|
114
|
|
|
28
|
|
|
86
|
|
|
6
|
|
|
28
|
|
|
$310 - $335
|
Avid
|
2019
|
|
69
|
|
|
17
|
|
|
52
|
|
|
2
|
|
|
17
|
|
|
$340 - $365
|
Elan
|
2019
|
|
100
|
|
|
12
|
|
|
88
|
|
|
14
|
|
|
12
|
|
|
$400 - $420
|
Mira
|
2019
|
|
91
|
|
|
10
|
|
|
81
|
|
|
7
|
|
|
10
|
|
|
$365 - $395
|
Sundance Future Active Adult
|
TBD
|
|
330
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Avena
|
2018
|
|
84
|
|
|
52
|
|
|
32
|
|
|
12
|
|
|
27
|
|
|
$450 - $480
|
Tamarack
|
2018
|
|
84
|
|
|
78
|
|
|
6
|
|
|
5
|
|
|
23
|
|
|
$480 - $520
|
Braeburn
|
2018
|
|
82
|
|
|
45
|
|
|
37
|
|
|
16
|
|
|
37
|
|
|
$410 - $440
|
Spencers Crossing 35/36/37
|
2020
|
|
85
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
$485 - $515
|
Canvas
|
2018
|
|
89
|
|
|
58
|
|
|
31
|
|
|
17
|
|
|
50
|
|
|
$395 - $415
|
Kadence
|
2018
|
|
85
|
|
|
49
|
|
|
36
|
|
|
15
|
|
|
41
|
|
|
$415 - $430
|
Newpark
|
2018
|
|
93
|
|
|
42
|
|
|
51
|
|
|
9
|
|
|
34
|
|
|
$440 - $485
|
Easton
|
2018
|
|
92
|
|
|
34
|
|
|
58
|
|
|
6
|
|
|
29
|
|
|
$465 - $525
|
Audie Murphy Ranch
|
2020
|
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
$450 - $510
|
Tournament Hills Future
|
TBD
|
|
268
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Arroyo
|
2020
|
|
110
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
$340 - $365
|
Cienega
|
2020
|
|
106
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
$315 - $345
|
Centerstone
|
2020
|
|
120
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
$315 - $335
|
Landmark
|
2020
|
|
86
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
$360 - $390
|
Horizon
|
2020
|
|
57
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
$405 - $430
|
Atwell Future
|
2020
|
|
3,874
|
|
|
—
|
|
|
3,874
|
|
|
—
|
|
|
—
|
|
|
TBD
|
San Joaquin County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bear Creek
|
TBD
|
|
1,252
|
|
|
—
|
|
|
1,252
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Closed Communities
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
|
California Total
|
|
|
12,978
|
|
|
1,832
|
|
|
11,146
|
|
|
323
|
|
|
1,173
|
|
|
|
Nevada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Clark County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Strada
|
2017
|
|
83
|
|
|
79
|
|
|
4
|
|
|
3
|
|
|
20
|
|
|
$425 - $490
|
Strada 2.0
|
2019
|
|
92
|
|
|
5
|
|
|
87
|
|
|
13
|
|
|
5
|
|
|
$450 - $550
|
Linea
|
2018
|
|
123
|
|
|
108
|
|
|
15
|
|
|
12
|
|
|
60
|
|
|
$370 - $410
|
Arden
|
2020
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
$360 - $400
|
Capri
|
2020
|
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Arden 2.0
|
2021
|
|
154
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
$370 - $400
|
Capri 2.0
|
2021
|
|
214
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
$300 - $325
|
Pebble Estate Future
|
TBD
|
|
8
|
|
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
TBD
|
|
Evolve
|
2019
|
|
74
|
|
|
25
|
|
|
49
|
|
|
18
|
|
|
25
|
|
|
$300 - $330
|
Corterra
|
2018
|
|
53
|
|
|
34
|
|
|
19
|
|
|
5
|
|
|
31
|
|
|
$450 - $545
|
Highline
|
2020
|
|
59
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
$454 - $555
|
Cobalt
|
2017
|
|
107
|
|
|
74
|
|
|
33
|
|
|
3
|
|
|
28
|
|
|
$380 - $455
|
Onyx
|
2018
|
|
88
|
|
|
52
|
|
|
36
|
|
|
14
|
|
|
38
|
|
|
$465 - $500
|
Axis
|
2017
|
|
52
|
|
|
50
|
|
|
2
|
|
|
—
|
|
|
17
|
|
|
$860 - $1,125
|
Axis at the Canyons
|
2019
|
|
26
|
|
|
12
|
|
|
14
|
|
|
4
|
|
|
12
|
|
|
$790 - $915
|
Midnight Ridge
|
2020
|
|
104
|
|
|
—
|
|
|
104
|
|
|
15
|
|
|
—
|
|
|
$515 - $640
|
Pivot
|
2017
|
|
88
|
|
|
86
|
|
|
2
|
|
|
—
|
|
|
42
|
|
|
$405 - $470
|
Nova Ridge
|
2017
|
|
81
|
|
|
69
|
|
|
12
|
|
|
1
|
|
|
30
|
|
|
$680 - $840
|
Nova Ridge at the Cliffs
|
2019
|
|
27
|
|
|
3
|
|
|
24
|
|
|
5
|
|
|
3
|
|
|
$680 - $840
|
Tera Luna
|
2018
|
|
116
|
|
|
29
|
|
|
87
|
|
|
8
|
|
|
25
|
|
|
$550 - $665
|
Indogo
|
2018
|
|
202
|
|
|
77
|
|
|
125
|
|
|
16
|
|
|
55
|
|
|
$300 - $360
|
Larimar
|
2018
|
|
106
|
|
|
31
|
|
|
75
|
|
|
8
|
|
|
27
|
|
|
$350 - $410
|
Blackstone
|
2018
|
|
105
|
|
|
49
|
|
|
56
|
|
|
5
|
|
|
44
|
|
|
$420 - $500
|
35 x 90 Product
|
TBD
|
|
140
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Cirrus
|
2019
|
|
54
|
|
|
7
|
|
|
47
|
|
|
4
|
|
|
7
|
|
|
$360 - $395
|
Silverado Entry-Level
|
2021
|
|
96
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
$400 - $450
|
Silverado Move-Up
|
2021
|
|
93
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
$440 - $490
|
Silverado Courtyard Townhome
|
2021
|
|
116
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
$300 - $320
|
Sandalwood
|
2020
|
|
116
|
|
|
—
|
|
|
116
|
|
|
3
|
|
|
—
|
|
|
$735 - $885
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
|
Nevada Total
|
|
|
2,770
|
|
|
790
|
|
|
1,980
|
|
|
137
|
|
|
502
|
|
|
|
Pardee Total
|
|
|
15,748
|
|
|
2,622
|
|
|
13,126
|
|
|
460
|
|
|
1,675
|
|
|
|
County, Project, City
|
Year of
First
Delivery(1)
|
|
Total
Number of Lots(2)
|
|
Cumulative
Homes Delivered as of December 31, 2019 |
|
Lots
Owned as of December 31, 2019(3) |
|
Backlog as of
December 31,2019(4)(5) |
|
Homes
Delivered for the Twelve Months Ended December 31, 2019 |
|
Sales Price
Range(in thousands)(6)
|
|||||
Washington
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Snohomish County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grove North, Bothell
|
2019
|
|
43
|
|
|
11
|
|
|
32
|
|
|
14
|
|
|
11
|
|
|
$795 - $900
|
Grove South, Bothell
|
2019
|
|
9
|
|
|
8
|
|
|
1
|
|
|
1
|
|
|
8
|
|
|
$820
|
Trailside at Meadowdale Beach, Edmonds
|
2021
|
|
38
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
$730 - $780
|
Perrinville Townhomes, Lynnwood
|
2021
|
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
$535 - $655
|
King County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vareze, Kirkland
|
2020
|
|
82
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
$705 - $850
|
Cedar Landing, North Bend
|
2019
|
|
138
|
|
|
24
|
|
|
114
|
|
|
28
|
|
|
24
|
|
|
$755 - $890
|
Monarch Ridge, Sammamish
|
2019
|
|
59
|
|
|
13
|
|
|
46
|
|
|
16
|
|
|
13
|
|
|
$990 - $1,265
|
Overlook at Summit Park, Maple Valley
|
2019
|
|
126
|
|
|
29
|
|
|
97
|
|
|
8
|
|
|
29
|
|
|
$570 - $750
|
Aurea, Sammamish
|
2019
|
|
41
|
|
|
9
|
|
|
32
|
|
|
3
|
|
|
9
|
|
|
$665 - $808
|
Aldea, Newcastle
|
2019
|
|
129
|
|
|
38
|
|
|
91
|
|
|
19
|
|
|
38
|
|
|
$685 - $900
|
Lario, Bellevue
|
2020
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
$815 - $1,100
|
Lakeview Crest, Renton
|
2020
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
$1,450 - $1,620
|
Eagles Glen, Sammamish
|
2020
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
$1,100 - $1,700
|
Willows 124
|
2023
|
|
173
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
$680 - $890
|
Finn Meadows, Kirkland
|
2020
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
$880 - $1,100
|
Hazelwood Gardens, Newcastle
|
2021
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
$1,100 - $1,260
|
Kitsap County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Blue Heron, Poulsbo
|
2022
|
|
85
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
$489 - $664
|
Poulsbo Meadows, Poulsbo
|
2021
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
$494 - $530
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
N/A
|
Washington Total
|
|
|
1,109
|
|
|
132
|
|
|
977
|
|
|
89
|
|
|
257
|
|
|
|
Quadrant Homes Total
|
|
|
1,109
|
|
|
132
|
|
|
977
|
|
|
89
|
|
|
257
|
|
|
|
County, Project, City
|
Year of
First
Delivery(1)
|
|
Total
Number of Lots(2)
|
|
Cumulative
Homes Delivered as of December 31, 2019 |
|
Lots
Owned as of December 31, 2019(3) |
|
Backlog as of
December 31,2019(4)(5) |
|
Homes
Delivered for the Twelve Months Ended December 31, 2019 |
|
Sales Price
Range(in thousands)(6)
|
|||||
Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brazoria County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rise Meridiana
|
2016
|
|
47
|
|
|
43
|
|
|
4
|
|
|
1
|
|
|
13
|
|
|
$292 - $352
|
Fort Bend County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cross Creek Ranch 60’, Fulshear
|
2013
|
|
48
|
|
|
12
|
|
|
36
|
|
|
12
|
|
|
11
|
|
|
$420 - $490
|
Cross Creek Ranch 65’, Fulshear
|
2013
|
|
89
|
|
|
59
|
|
|
30
|
|
|
3
|
|
|
19
|
|
|
$455 - $550
|
Cross Creek Ranch 70’, Fulshear
|
2013
|
|
97
|
|
|
71
|
|
|
26
|
|
|
13
|
|
|
19
|
|
|
$473 - $612
|
Cross Creek Ranch 80’, Fulshear
|
2013
|
|
71
|
|
|
49
|
|
|
22
|
|
|
16
|
|
|
21
|
|
|
$552 - $696
|
Cross Creek Ranch 90’, Fulshear
|
2013
|
|
44
|
|
|
34
|
|
|
10
|
|
|
5
|
|
|
2
|
|
|
$695 - $846
|
Fulshear Run 1/2 Acre, Richmond
|
2016
|
|
145
|
|
|
50
|
|
|
95
|
|
|
—
|
|
|
19
|
|
|
$593 - $730
|
Harvest Green 75’, Richmond
|
2015
|
|
63
|
|
|
43
|
|
|
20
|
|
|
7
|
|
|
8
|
|
|
$499 - $524
|
Sienna Plantation 85’, Missouri City
|
2015
|
|
54
|
|
|
36
|
|
|
18
|
|
|
3
|
|
|
6
|
|
|
$563 - $625
|
Grayson Woods 60’
|
2019
|
|
31
|
|
|
1
|
|
|
30
|
|
|
3
|
|
|
1
|
|
|
$400 - $491
|
Grayson Woods 70’
|
2019
|
|
14
|
|
|
2
|
|
|
12
|
|
|
7
|
|
|
2
|
|
|
$485 - $577
|
Katy Gaston
|
TBD
|
|
129
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Harris County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Groves, Humble
|
2015
|
|
117
|
|
|
90
|
|
|
27
|
|
|
4
|
|
|
18
|
|
|
$310 - $365
|
Lakes of Creekside
|
2016
|
|
17
|
|
|
9
|
|
|
8
|
|
|
6
|
|
|
14
|
|
|
$460 - $637
|
Balmoral 50’
|
2019
|
|
46
|
|
|
7
|
|
|
39
|
|
|
3
|
|
|
7
|
|
|
$255 - $328
|
Bridgeland ‘80, Cypress
|
2015
|
|
130
|
|
|
108
|
|
|
22
|
|
|
13
|
|
|
25
|
|
|
$552 - $690
|
Bridgeland 70’
|
2018
|
|
41
|
|
|
17
|
|
|
24
|
|
|
7
|
|
|
10
|
|
|
$488 - $585
|
Villas at Bridgeland 50’
|
2018
|
|
48
|
|
|
16
|
|
|
32
|
|
|
—
|
|
|
14
|
|
|
$356 - $395
|
Falls at Dry Creek
|
2019
|
|
17
|
|
|
3
|
|
|
14
|
|
|
3
|
|
|
3
|
|
|
$495 - $602
|
Grant-Cyp-Rosehill
|
TBD
|
|
428
|
|
|
—
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Hidden Arbor, Cypress
|
TBD
|
|
156
|
|
|
129
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Clear Lake, Houston
|
2015
|
|
722
|
|
|
546
|
|
|
176
|
|
|
47
|
|
|
110
|
|
|
$370 - $700
|
Montgomery County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Northgrove, Tomball
|
TBD
|
|
25
|
|
|
7
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
TBD
|
The Woodlands, Creekside Park
|
2015
|
|
131
|
|
|
117
|
|
|
14
|
|
|
12
|
|
|
47
|
|
|
$423 - $668
|
Grand Central Park
|
TBD
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Rodriguez
|
TBD
|
|
336
|
|
|
—
|
|
|
336
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Royal Brook, Porter
|
2019
|
|
26
|
|
|
2
|
|
|
24
|
|
|
1
|
|
|
3
|
|
|
$373 - $396
|
Waller County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LakeHouse
|
2019
|
|
350
|
|
|
31
|
|
|
319
|
|
|
24
|
|
|
31
|
|
|
$263 - $575
|
Williamson County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Crystal Falls - Lots for Sale
|
2016
|
|
29
|
|
|
25
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Rancho Sienna 60’
|
2016
|
|
51
|
|
|
33
|
|
|
18
|
|
|
4
|
|
|
15
|
|
|
$339 - $426
|
Highlands at Mayfield Ranch 50’
|
2018
|
|
56
|
|
|
30
|
|
|
26
|
|
|
10
|
|
|
22
|
|
|
$282 - $340
|
Highlands at Mayfield Ranch 60’
|
2018
|
|
46
|
|
|
14
|
|
|
32
|
|
|
10
|
|
|
13
|
|
|
$335 - $410
|
Meyer Ranch
|
TBD
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
$336 - $340
|
Rancho Sienna 50’
|
2019
|
|
46
|
|
|
8
|
|
|
38
|
|
|
5
|
|
|
8
|
|
|
$291 - $354
|
Palmera Ridge
|
2019
|
|
39
|
|
|
16
|
|
|
23
|
|
|
17
|
|
|
16
|
|
|
$272 - $278
|
Hays County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
6 Creeks 50’ Section 1 & 2
|
2020
|
|
35
|
|
|
—
|
|
|
35
|
|
|
6
|
|
|
—
|
|
|
$260 - $399
|
6 Creeks 60’ Section 1 & 2
|
2020
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
$305 - $362
|
Travis County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lakes Edge 70’
|
2018
|
|
45
|
|
|
44
|
|
|
1
|
|
|
1
|
|
|
31
|
|
|
$710 - $821
|
Lakes Edge 80’
|
2018
|
|
14
|
|
|
10
|
|
|
4
|
|
|
4
|
|
|
6
|
|
|
$630 - $826
|
Turner’s Crossing (Land)
|
TBD
|
|
324
|
|
|
—
|
|
|
324
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Collin County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Creeks of Legacy, Celina
|
2020
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
$349 - $379
|
Miramonte, Frisco
|
2016
|
|
62
|
|
|
52
|
|
|
10
|
|
|
3
|
|
|
16
|
|
|
$475 - $560
|
Retreat at Craig Ranch, McKinney
|
2012
|
|
165
|
|
|
154
|
|
|
11
|
|
|
2
|
|
|
11
|
|
|
$375 - $415
|
Dallas County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vineyards, Rowlett
|
2017
|
|
40
|
|
|
28
|
|
|
12
|
|
|
7
|
|
|
16
|
|
|
$368 - $480
|
Denton County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Glenview, Frisco
|
2017
|
|
50
|
|
|
32
|
|
|
18
|
|
|
7
|
|
|
24
|
|
|
$345 - $485
|
Paloma Creek, Little Elm
|
2015
|
|
267
|
|
|
177
|
|
|
90
|
|
|
15
|
|
|
33
|
|
|
$275 - $390
|
Parks at Legacy, Prosper
|
2017
|
|
55
|
|
|
32
|
|
|
23
|
|
|
8
|
|
|
18
|
|
|
$384 - $495
|
Valencia, Little Elm
|
2016
|
|
82
|
|
|
57
|
|
|
25
|
|
|
4
|
|
|
20
|
|
|
$350 - $444
|
Villages of Carmel, Denton
|
2017
|
|
96
|
|
|
80
|
|
|
16
|
|
|
10
|
|
|
38
|
|
|
$290 - $360
|
Rockwall County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Heath Golf and Yacht, Heath
|
2016
|
|
112
|
|
|
74
|
|
|
38
|
|
|
8
|
|
|
17
|
|
|
$294 - $490
|
Woodcreek, Fate
|
2017
|
|
137
|
|
|
88
|
|
|
49
|
|
|
11
|
|
|
26
|
|
|
$267 - $330
|
Tarrant County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chisholm Trail Ranch, Fort Worth
|
2017
|
|
93
|
|
|
64
|
|
|
29
|
|
|
8
|
|
|
20
|
|
|
$270 - $375
|
Lakes of River Trails, Fort Worth
|
2011
|
|
159
|
|
|
154
|
|
|
5
|
|
|
4
|
|
|
33
|
|
|
$317 - $416
|
Ventana, Benbrook
|
2017
|
|
86
|
|
|
55
|
|
|
31
|
|
|
11
|
|
|
26
|
|
|
$318 - $430
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
|
Texas Total
|
|
|
5,561
|
|
|
2,709
|
|
|
2,852
|
|
|
345
|
|
|
882
|
|
|
|
Trendmaker Homes Total
|
|
|
5,561
|
|
|
2,709
|
|
|
2,852
|
|
|
345
|
|
|
882
|
|
|
|
County, Project, City
|
Year of
First
Delivery(1)
|
|
Total
Number of Lots(2)
|
|
Cumulative
Homes Delivered as of December 31, 2019 |
|
Lots
Owned as of December 31, 2019(3) |
|
Backlog as of
December 31,2019(4)(5) |
|
Homes
Delivered for the Twelve Months Ended December 31, 2019 |
|
Sales Price
Range(in thousands)(6)
|
|||||
Southern California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Orange County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Viridian
|
2018
|
|
72
|
|
|
51
|
|
|
21
|
|
|
15
|
|
|
34
|
|
|
$895 - $985
|
Varenna at Orchard Hills, Irvine
|
2016
|
|
118
|
|
|
101
|
|
|
17
|
|
|
5
|
|
|
28
|
|
|
$1,208 - $1,293
|
Lyric
|
2019
|
|
70
|
|
|
41
|
|
|
29
|
|
|
3
|
|
|
41
|
|
|
$810 - $946
|
Windbourne
|
2019
|
|
25
|
|
|
6
|
|
|
19
|
|
|
20
|
|
|
6
|
|
|
$1,069 - $1,201
|
Cerise
|
2020
|
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
$795 - $838
|
Violet
|
2020
|
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
$545 - $735
|
Claret
|
2020
|
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
$560 - $667
|
San Diego County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Prism at Weston
|
2018
|
|
142
|
|
|
91
|
|
|
51
|
|
|
21
|
|
|
57
|
|
|
$574 - $632
|
Talus at Weston
|
2018
|
|
63
|
|
|
60
|
|
|
3
|
|
|
2
|
|
|
28
|
|
|
$680 - $730
|
Riverside County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cassis at Rancho Soleo
|
2020
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
$492 - $507
|
Citron at Bedford
|
2019
|
|
101
|
|
|
46
|
|
|
55
|
|
|
7
|
|
|
46
|
|
|
$370 - $398
|
Cava at Rancho Soleo
|
2020
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
$401 - $425
|
Cerro at Rancho Soleo
|
2020
|
|
103
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
$375 - $430
|
Los Angeles County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tierno at Aliento
|
2017
|
|
63
|
|
|
49
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
$667 - $695
|
Tierno II at Aliento
|
2018
|
|
63
|
|
|
31
|
|
|
32
|
|
|
8
|
|
|
21
|
|
|
$642 - $697
|
Paloma at West Creek
|
2018
|
|
155
|
|
|
132
|
|
|
23
|
|
|
13
|
|
|
82
|
|
|
$469 - $545
|
Mystral
|
2019
|
|
78
|
|
|
48
|
|
|
30
|
|
|
3
|
|
|
48
|
|
|
$629 - $681
|
Celestia
|
2019
|
|
72
|
|
|
50
|
|
|
22
|
|
|
5
|
|
|
50
|
|
|
$597 - $628
|
San Bernardino County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
St. James at Park Place, Ontario
|
2015
|
|
125
|
|
|
122
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
$522 - $560
|
Ivy at The Preserve
|
2019
|
|
113
|
|
|
5
|
|
|
108
|
|
|
5
|
|
|
5
|
|
|
$355 - $420
|
Hazel at The Preserve
|
2020
|
|
133
|
|
|
—
|
|
|
133
|
|
|
23
|
|
|
—
|
|
|
$360 - $426
|
Tempo at The Resort
|
2020
|
|
80
|
|
|
—
|
|
|
80
|
|
|
3
|
|
|
—
|
|
|
$548 - $587
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
|
Southern California Total
|
|
|
1,786
|
|
|
833
|
|
|
953
|
|
|
136
|
|
|
567
|
|
|
|
Northern California
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Contra Costa County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Greyson Place
|
2019
|
|
44
|
|
|
16
|
|
|
28
|
|
|
7
|
|
|
16
|
|
|
$815 - $925
|
Santa Clara County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Madison Gate
|
2018
|
|
65
|
|
|
47
|
|
|
18
|
|
|
3
|
|
|
23
|
|
|
$729 - $1,134
|
Blanc at Glen Loma
|
2019
|
|
49
|
|
|
5
|
|
|
44
|
|
|
2
|
|
|
5
|
|
|
$715 - $765
|
Noir at Glen Loma
|
2019
|
|
64
|
|
|
9
|
|
|
55
|
|
|
1
|
|
|
9
|
|
|
$810 - $860
|
Lotus at Urban Oak
|
2022
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
$940 - $1,064
|
Solano County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bloom at Green Valley, Fairfield
|
2018
|
|
91
|
|
|
75
|
|
|
16
|
|
|
7
|
|
|
44
|
|
|
$557 - $597
|
Harvest at Green Valley, Fairfield
|
2018
|
|
56
|
|
|
54
|
|
|
2
|
|
|
2
|
|
|
26
|
|
|
$550 - $630
|
Lantana, Fairfield
|
2019
|
|
133
|
|
|
55
|
|
|
78
|
|
|
12
|
|
|
55
|
|
|
$483 - $528
|
San Joaquin County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sundance, Mountain House
|
2015
|
|
113
|
|
|
108
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
$653 - $731
|
Sundance II, Mountain House
|
2017
|
|
138
|
|
|
99
|
|
|
39
|
|
|
12
|
|
|
40
|
|
|
$653 - $731
|
River Islands
|
2022
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Alameda County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Onyx at Jordan Ranch, Dublin
|
2017
|
|
105
|
|
|
80
|
|
|
25
|
|
|
7
|
|
|
26
|
|
|
$914 - $966
|
Apex, Fremont
|
2018
|
|
77
|
|
|
57
|
|
|
20
|
|
|
4
|
|
|
18
|
|
|
$734 - $966
|
Palm, Fremont
|
2019
|
|
31
|
|
|
8
|
|
|
23
|
|
|
7
|
|
|
8
|
|
|
$2,250 - $2,392
|
Ellis at Central Station, Oakland
|
2020
|
|
128
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
$745 - $815
|
Sacramento County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natomas
|
TBD
|
|
94
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
$350 - $402
|
Mangini - Brookstone
|
2020
|
|
50
|
|
|
—
|
|
|
50
|
|
|
3
|
|
|
—
|
|
|
$589 - $653
|
Mangini - Waterstone
|
2020
|
|
37
|
|
|
—
|
|
|
37
|
|
|
9
|
|
|
—
|
|
|
$648 - $719
|
Placer County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
La Madera
|
2019
|
|
102
|
|
|
10
|
|
|
92
|
|
|
17
|
|
|
10
|
|
|
$451 - $545
|
San Francisco County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cambridge Street (SFA)
|
2020
|
|
54
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
$1,145 - $1,388
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
|
Northern California Total
|
|
|
1,500
|
|
|
623
|
|
|
877
|
|
|
93
|
|
|
318
|
|
|
|
California Total
|
|
|
3,286
|
|
|
1,456
|
|
|
1,830
|
|
|
229
|
|
|
885
|
|
|
|
Colorado
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Douglas County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Terrain Ravenwood Village (3500)
|
2018
|
|
157
|
|
|
88
|
|
|
69
|
|
|
19
|
|
|
54
|
|
|
$375 - $427
|
Terrain Ravenwood Village (4000)
|
2018
|
|
100
|
|
|
70
|
|
|
30
|
|
|
16
|
|
|
37
|
|
|
$403 - $481
|
Trails at Crowfoot
|
2020
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Sterling Ranch
|
2020
|
|
80
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Sterling Ranch TH
|
2020
|
|
46
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
TBD
|
The Canyons
|
2020
|
|
89
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Terrain Sunstone
|
2020
|
|
74
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Jefferson County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Candelas 4020 Series, Arvada
|
2019
|
|
98
|
|
|
46
|
|
|
52
|
|
|
21
|
|
|
46
|
|
|
$458 - $520
|
Crown Point, Westminster
|
2019
|
|
64
|
|
|
31
|
|
|
33
|
|
|
25
|
|
|
31
|
|
|
$430 - $499
|
Cadelas TH, Arvada
|
2020
|
|
92
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Arapahoe County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Whispering Pines, Aurora
|
2016
|
|
115
|
|
|
95
|
|
|
20
|
|
|
12
|
|
|
31
|
|
|
$605 - $681
|
Adonea 3500, Aurora
|
2020
|
|
71
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Adams County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amber Creek, Thornton
|
2017
|
|
121
|
|
|
112
|
|
|
9
|
|
|
7
|
|
|
44
|
|
|
$398 - $490
|
Reunion Alley
|
2020
|
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
|
Colorado Total
|
|
|
1,257
|
|
|
442
|
|
|
815
|
|
|
100
|
|
|
278
|
|
|
|
North Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wake County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lakeview Townhomes, Raleigh, NC
|
2020
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
$335
|
Mecklenburg County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mayes Hall, Davidson, NC
|
2020
|
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
$335 - $406
|
North Carolina Total
|
|
|
73
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
|
South Carolina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
York County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Garrison Estates, Rock Hill, SC
|
2020
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
$279 - $297
|
South Carolina Total
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
|
TRI Pointe Total
|
|
|
4,669
|
|
|
1,898
|
|
|
2,771
|
|
|
329
|
|
|
1,163
|
|
|
|
County, Project, City
|
Year of
First
Delivery(1)
|
|
Total
Number of Lots(2)
|
|
Cumulative
Homes Delivered as of December 31, 2019 |
|
Lots
Owned as of December 31, 2019(3) |
|
Backlog as of
December 31,2019(4)(5) |
|
Homes
Delivered for the Twelve Months Ended December 31, 2019 |
|
Sales Price
Range(in thousands)(6)
|
|||||
Maryland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Anne Arundel County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Two Rivers Townhomes, Crofton
|
2017
|
|
132
|
|
|
65
|
|
|
67
|
|
|
11
|
|
|
26
|
|
|
$450 - $530
|
Two Rivers Cascades SFD, Crofton
|
2018
|
|
43
|
|
|
25
|
|
|
18
|
|
|
6
|
|
|
9
|
|
|
$520 - $590
|
Watson’s Glen, Millersville
|
2015
|
|
103
|
|
|
4
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
$362 - $375
|
Frederick County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Landsdale, Monrovia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Landsdale SFD
|
2015
|
|
222
|
|
|
160
|
|
|
62
|
|
|
21
|
|
|
35
|
|
|
$499 - $602
|
Landsdale Townhomes
|
2015
|
|
100
|
|
|
97
|
|
|
3
|
|
|
1
|
|
|
21
|
|
|
$330 - $383
|
Landsdale TND Neo SFD
|
2015
|
|
77
|
|
|
59
|
|
|
18
|
|
|
9
|
|
|
15
|
|
|
$440 - $473
|
Montgomery County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cabin Branch, Clarksburg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cabin Branch SFD
|
2014
|
|
359
|
|
|
237
|
|
|
122
|
|
|
25
|
|
|
33
|
|
|
$555 - $775
|
Cabin Branch Avenue Townhomes
|
2017
|
|
86
|
|
|
82
|
|
|
4
|
|
|
3
|
|
|
30
|
|
|
$420 - $488
|
Cabin Branch Crossings Townhomes
|
2019
|
|
97
|
|
|
—
|
|
|
97
|
|
|
7
|
|
|
1
|
|
|
$420 - $490
|
Cabin Branch Manor Townhomes
|
2014
|
|
444
|
|
|
351
|
|
|
93
|
|
|
3
|
|
|
52
|
|
|
$393 - $474
|
Preserve at Stoney Spring - Lots for Sale
|
TBD
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
|
|
TBD
|
|
Glenmont MetroCenter, Silver Spring
|
2016
|
|
171
|
|
|
131
|
|
|
40
|
|
|
19
|
|
|
56
|
|
|
$435 - $518
|
Chapman Row, Rockville
|
2019
|
|
61
|
|
|
10
|
|
|
51
|
|
|
5
|
|
|
10
|
|
|
$650 - $750
|
North Quarter, North Bethesda
|
2020
|
|
104
|
|
|
—
|
|
|
104
|
|
|
7
|
|
|
—
|
|
|
$620 - $670
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
Maryland Total
|
|
|
2,002
|
|
|
1,221
|
|
|
781
|
|
|
117
|
|
|
289
|
|
|
|
Virginia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fairfax County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stuart Mill, Oakton - Lots for Sale
|
TBD
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|
|
TBD
|
|
Westgrove, Fairfax
|
2018
|
|
24
|
|
|
19
|
|
|
5
|
|
|
4
|
|
|
18
|
|
|
$1,001 - $1,107
|
West Oaks Corner, Fairfax
|
2019
|
|
188
|
|
|
26
|
|
|
162
|
|
|
33
|
|
|
26
|
|
|
$690 - $810
|
Bren Pointe SFA, Alexandria
|
2020
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
TBD
|
Loudoun County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brambleton, Ashburn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
West Park SFD
|
2018
|
|
53
|
|
|
49
|
|
|
4
|
|
|
4
|
|
|
29
|
|
|
$700 - $724
|
Birchwood Bungalows AA
|
2018
|
|
50
|
|
|
33
|
|
|
17
|
|
|
10
|
|
|
24
|
|
|
$577 - $634
|
Birchwood Carriages AA
|
2019
|
|
23
|
|
|
1
|
|
|
22
|
|
|
22
|
|
|
1
|
|
|
$529 - $558
|
Willowsford Grant II, Aldie
|
2017
|
|
55
|
|
|
38
|
|
|
17
|
|
|
9
|
|
|
15
|
|
|
$950 - $1,245
|
Closed Communities
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
|
Virginia Total
|
|
|
405
|
|
|
166
|
|
|
239
|
|
|
82
|
|
|
125
|
|
|
|
Winchester Total
|
|
|
2,407
|
|
|
1,387
|
|
|
1,020
|
|
|
199
|
|
|
414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Combined Company Total
|
|
|
32,654
|
|
|
9,582
|
|
|
22,845
|
|
|
1,752
|
|
|
4,921
|
|
|
|
(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 December 31, 2019 include owned lots in backlog as of December 31, 2019.
|
(4)
|
Backlog consists of homes under sales contracts that had not yet been delivered, and there can be no assurance that delivery of sold homes will occur. See “Backlog” below.
|
(5)
|
Of the total homes in backlog as of December 31, 2019, 1,164 homes are under construction, 166 homes have completed construction, and 422 homes have not started construction.
|
(6)
|
Sales price range reflects base price only and excludes any lot premium, homebuyer incentives and homebuyer-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.
|
•
|
review of the status of entitlements and other governmental processing, including title reviews;
|
•
|
limitation on the size of an acquisition to minimize investment levels in any one project;
|
•
|
completion of due diligence on the land parcel prior to committing to the acquisition;
|
•
|
preparation of detailed budgets for all cost categories;
|
•
|
completion of environmental reviews and third-party market studies;
|
•
|
utilization of options, joint ventures, land banking and other land acquisition arrangements, if necessary; and
|
•
|
employment of centralized control of approval over all acquisitions through a land committee process.
|
Item 1A.
|
Risk Factors
|
•
|
short- and long-term interest rates;
|
•
|
the availability and cost of financing for real estate industry participants, including financing for acquisitions, construction and permanent mortgages;
|
•
|
unanticipated increases in expenses, including, without limitation, insurance costs, labor and materials costs, development costs, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies;
|
•
|
enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, labor, employment, zoning, privacy and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990;
|
•
|
consumer confidence generally and the confidence of potential homebuyers and others in the real estate industry in particular;
|
•
|
financial conditions of buyers and sellers of properties, particularly residential homes and land suitable for development of residential homes;
|
•
|
the ability of existing homeowners to sell their existing homes at prices that are acceptable to them;
|
•
|
the U.S. and global financial systems and credit markets, including stock market and credit market volatility;
|
•
|
private and federal mortgage financing programs and federal and state regulation of lending practices;
|
•
|
the availability and cost of construction, labor and materials;
|
•
|
federal and state income tax provisions, including provisions for the deduction of mortgage interest payments; the deduction of state and local tax, including real estate tax; and capital gain tax rates;
|
•
|
housing demand from population growth, household formation and demographic changes (including immigration levels and trends in urban and suburban migration);
|
•
|
the supply of available new or existing homes and other housing alternatives, such as condominiums, apartments and other residential rental property;
|
•
|
competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds;
|
•
|
employment levels and job and personal income growth and household debt-to-income levels;
|
•
|
the rate of inflation;
|
•
|
real estate taxes; and
|
•
|
the supply of, and demand for, developable land in our current and expected markets.
|
•
|
severe weather;
|
•
|
natural disasters (such as earthquakes, hurricanes, floods or fires);
|
•
|
shortages in the availability of, or increased costs in obtaining, land, equipment, labor or building supplies;
|
•
|
changes to the population growth rates and, therefore, the demand for homes in these regions;
|
•
|
changes in foreign buyer demand; and
|
•
|
changes in the regulatory and fiscal environment.
|
•
|
it may be more difficult for us to satisfy our obligations with respect to our debt or to our other creditors;
|
•
|
our cash flow from operations may be insufficient to make required payments of principal of and interest on our debt, which is likely to result in acceleration of our debt;
|
•
|
our debt may increase our vulnerability to adverse economic and industry conditions, including fluctuations in market interest rates, with no assurance that investment yields will increase with higher financing cost, particularly in the case of debt with a floating interest rate;
|
•
|
our debt may limit our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited;
|
•
|
we may be required to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations and capital expenditures, future investment opportunities or other purposes;
|
•
|
in the case of secured indebtedness, we could lose our ownership interests in our land parcels or other assets because defaults thereunder may result in foreclosure actions initiated by lenders;
|
•
|
our debt may limit our ability to buy back our common stock or pay cash dividends;
|
•
|
our debt may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, thereby limiting our ability to compete with companies that are not as highly leveraged; and
|
•
|
the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.
|
•
|
general market conditions;
|
•
|
the market’s perception of our growth potential, including relative to other opportunities;
|
•
|
with respect to acquisition and/or development financing, the market’s perception of the value of the land parcels to be acquired and/or developed;
|
•
|
our corporate credit rating and ratings of our senior notes;
|
•
|
our current debt levels;
|
•
|
our current and expected future earnings;
|
•
|
our cash flow;
|
•
|
pending litigation and claims; and
|
•
|
the market price per share of our common stock.
|
•
|
incur or guarantee additional indebtedness;
|
•
|
make certain investments;
|
•
|
reduce liquidity below certain levels;
|
•
|
pay dividends or make distributions on our capital stock;
|
•
|
sell assets, including capital stock of restricted subsidiaries;
|
•
|
agree to payment restrictions affecting our restricted subsidiaries;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
enter into transactions with our affiliates;
|
•
|
incur liens;
|
•
|
engage in sale-leaseback transactions; and
|
•
|
designate any of our subsidiaries as unrestricted subsidiaries.
|
•
|
authorize our board of directors, without further action by the stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series and establish the rights and other terms of that series;
|
•
|
require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors or our chief executive officer (or if there is no chief executive officer, the president);
|
•
|
establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting;
|
•
|
provide that our bylaws may be amended by our board of directors without stockholder approval;
|
•
|
allow our directors to establish the size of our board of directors by action of our board, subject to a minimum of three members;
|
•
|
provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a majority of directors then in office, even though less than a quorum;
|
•
|
do not give the holders of our common stock cumulative voting rights with respect to the election of directors; and
|
•
|
prohibit us from engaging in certain business combinations with any “interested stockholder” unless specified conditions are satisfied as described below.
|
•
|
prior to the time that person became an interested stockholder, our board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares; or
|
•
|
at or subsequent to the time the person became an interested stockholder, the business combination is approved by our board of directors and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced program
|
|
Approximate dollar value of shares that may yet be purchased under the program
|
||||||
October 1, 2019 to October 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
58,265,017
|
|
November 1, 2019 to November 30, 2019
|
|
1,723,702
|
|
|
$
|
15.25
|
|
|
1,723,702
|
|
|
$
|
31,986,649
|
|
December 1, 2019 to December 31, 2019
|
|
1,376,500
|
|
|
$
|
15.41
|
|
|
1,376,500
|
|
|
$
|
60,777,398
|
|
Total
|
|
3,100,202
|
|
|
$
|
15.32
|
|
|
3,100,202
|
|
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statement of Operations Data:
|
(dollars in thousands, except per share amounts)
|
||||||||||||||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales revenue
|
$
|
3,069,375
|
|
|
$
|
3,244,087
|
|
|
$
|
2,732,299
|
|
|
$
|
2,329,336
|
|
|
$
|
2,291,264
|
|
Land and lot sales revenue
|
7,176
|
|
|
8,758
|
|
|
74,269
|
|
|
72,272
|
|
|
101,284
|
|
|||||
Other operations revenue
|
2,470
|
|
|
8,164
|
|
|
2,333
|
|
|
2,314
|
|
|
7,601
|
|
|||||
Total revenues
|
3,079,021
|
|
|
3,261,009
|
|
|
2,808,901
|
|
|
2,403,922
|
|
|
2,400,149
|
|
|||||
Cost of home sales
|
2,462,708
|
|
|
2,536,899
|
|
|
2,173,251
|
|
|
1,836,327
|
|
|
1,808,776
|
|
|||||
Cost of land and lot sales
|
7,711
|
|
|
25,435
|
|
|
14,888
|
|
|
17,367
|
|
|
35,089
|
|
|||||
Other operations expense
|
2,434
|
|
|
3,174
|
|
|
2,298
|
|
|
2,247
|
|
|
4,360
|
|
|||||
Sales and marketing
|
195,148
|
|
|
187,267
|
|
|
137,066
|
|
|
127,903
|
|
|
116,217
|
|
|||||
General and administrative
|
157,161
|
|
|
155,030
|
|
|
137,764
|
|
|
124,119
|
|
|
120,825
|
|
|||||
Homebuilding income from operations
|
253,859
|
|
|
353,204
|
|
|
343,634
|
|
|
295,959
|
|
|
314,882
|
|
|||||
Equity in (loss) income of unconsolidated entities
|
(52
|
)
|
|
(393
|
)
|
|
(11,433
|
)
|
|
179
|
|
|
1,460
|
|
|||||
Other income (loss), net
|
6,857
|
|
|
(419
|
)
|
|
151
|
|
|
312
|
|
|
858
|
|
|||||
Homebuilding income before income taxes
|
260,664
|
|
|
352,392
|
|
|
332,352
|
|
|
296,450
|
|
|
317,200
|
|
|||||
Financial Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
3,994
|
|
|
1,738
|
|
|
1,371
|
|
|
1,220
|
|
|
1,010
|
|
|||||
Expenses
|
2,887
|
|
|
582
|
|
|
331
|
|
|
253
|
|
|
181
|
|
|||||
Equity in income of unconsolidated entities
|
9,316
|
|
|
8,517
|
|
|
6,426
|
|
|
4,810
|
|
|
1,231
|
|
|||||
Financial services income before income taxes
|
10,423
|
|
|
9,673
|
|
|
7,466
|
|
|
5,777
|
|
|
2,060
|
|
|||||
Income before income taxes
|
271,087
|
|
|
362,065
|
|
|
339,818
|
|
|
302,227
|
|
|
319,260
|
|
|||||
Provision for income taxes
|
(63,900
|
)
|
|
(90,552
|
)
|
|
(152,267
|
)
|
|
(106,094
|
)
|
|
(112,079
|
)
|
|||||
Net income
|
207,187
|
|
|
271,513
|
|
|
187,551
|
|
|
196,133
|
|
|
207,181
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(1,602
|
)
|
|
(360
|
)
|
|
(962
|
)
|
|
(1,720
|
)
|
|||||
Net income available to common stockholders
|
$
|
207,187
|
|
|
$
|
269,911
|
|
|
$
|
187,191
|
|
|
$
|
195,171
|
|
|
$
|
205,461
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.47
|
|
|
$
|
1.82
|
|
|
$
|
1.21
|
|
|
$
|
1.21
|
|
|
$
|
1.27
|
|
Diluted
|
$
|
1.47
|
|
|
$
|
1.81
|
|
|
$
|
1.21
|
|
|
$
|
1.21
|
|
|
$
|
1.27
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating Data-Owned Projects:
|
(dollars in thousands)
|
||||||||||||||||||
Net new home orders
|
5,338
|
|
|
4,686
|
|
|
5,075
|
|
|
4,248
|
|
|
4,181
|
|
|||||
New homes delivered
|
4,921
|
|
|
5,071
|
|
|
4,697
|
|
|
4,211
|
|
|
4,057
|
|
|||||
Average sales price of homes delivered
|
$
|
624
|
|
|
$
|
640
|
|
|
$
|
582
|
|
|
$
|
553
|
|
|
$
|
565
|
|
Cancellation rate
|
15
|
%
|
|
18
|
%
|
|
15
|
%
|
|
15
|
%
|
|
16
|
%
|
|||||
Average selling communities
|
145.7
|
|
|
130.1
|
|
|
127.5
|
|
|
118.3
|
|
|
115.9
|
|
|||||
Selling communities at end of period
|
137
|
|
|
146
|
|
|
130
|
|
|
124
|
|
|
104
|
|
|||||
Backlog at end of period, number of homes
|
1,752
|
|
|
1,335
|
|
|
1,571
|
|
|
1,193
|
|
|
1,156
|
|
|||||
Backlog at end of period, aggregate sales value
|
$
|
1,136,163
|
|
|
$
|
897,343
|
|
|
$
|
1,032,776
|
|
|
$
|
661,146
|
|
|
$
|
697,334
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance Sheet Data (at period end):
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
329,011
|
|
|
$
|
277,696
|
|
|
$
|
282,914
|
|
|
$
|
208,657
|
|
|
$
|
214,485
|
|
Real estate inventories
|
$
|
3,065,436
|
|
|
$
|
3,216,059
|
|
|
$
|
3,105,553
|
|
|
$
|
2,910,627
|
|
|
$
|
2,519,273
|
|
Total assets
|
$
|
3,858,690
|
|
|
$
|
3,884,203
|
|
|
$
|
3,805,381
|
|
|
$
|
3,564,640
|
|
|
$
|
3,138,071
|
|
Total debt, net
|
$
|
1,283,985
|
|
|
$
|
1,410,804
|
|
|
$
|
1,471,302
|
|
|
$
|
1,382,033
|
|
|
$
|
1,170,505
|
|
Total liabilities
|
$
|
1,672,148
|
|
|
$
|
1,827,266
|
|
|
$
|
1,875,054
|
|
|
$
|
1,716,130
|
|
|
$
|
1,451,608
|
|
Total equity
|
$
|
2,186,542
|
|
|
$
|
2,056,937
|
|
|
$
|
1,930,327
|
|
|
$
|
1,848,510
|
|
|
$
|
1,686,463
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Homebuilding:
|
|
|
|
|
|
|
|
|
|||
Home sales revenue
|
$
|
3,069,375
|
|
|
$
|
3,244,087
|
|
|
$
|
2,732,299
|
|
Land and lot sales revenue
|
7,176
|
|
|
8,758
|
|
|
74,269
|
|
|||
Other operations revenue
|
2,470
|
|
|
8,164
|
|
|
2,333
|
|
|||
Total revenues
|
3,079,021
|
|
|
3,261,009
|
|
|
2,808,901
|
|
|||
Cost of home sales
|
2,462,708
|
|
|
2,536,899
|
|
|
2,173,251
|
|
|||
Cost of land and lot sales
|
7,711
|
|
|
25,435
|
|
|
14,888
|
|
|||
Other operations expense
|
2,434
|
|
|
3,174
|
|
|
2,298
|
|
|||
Sales and marketing
|
195,148
|
|
|
187,267
|
|
|
137,066
|
|
|||
General and administrative
|
157,161
|
|
|
155,030
|
|
|
137,764
|
|
|||
Homebuilding income from operations
|
253,859
|
|
|
353,204
|
|
|
343,634
|
|
|||
Equity loss of unconsolidated entities
|
(52
|
)
|
|
(393
|
)
|
|
(11,433
|
)
|
|||
Other income (expense), net
|
6,857
|
|
|
(419
|
)
|
|
151
|
|
|||
Homebuilding income before income taxes
|
260,664
|
|
|
352,392
|
|
|
332,352
|
|
|||
Financial Services:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
3,994
|
|
|
1,738
|
|
|
1,371
|
|
|||
Expenses
|
2,887
|
|
|
582
|
|
|
331
|
|
|||
Equity in income of unconsolidated entities
|
9,316
|
|
|
8,517
|
|
|
6,426
|
|
|||
Financial services income before income taxes
|
10,423
|
|
|
9,673
|
|
|
7,466
|
|
|||
Income before income taxes
|
271,087
|
|
|
362,065
|
|
|
339,818
|
|
|||
Provision for income taxes
|
(63,900
|
)
|
|
(90,552
|
)
|
|
(152,267
|
)
|
|||
Net income
|
207,187
|
|
|
271,513
|
|
|
187,551
|
|
|||
Net income attributable to noncontrolling interests
|
—
|
|
|
(1,602
|
)
|
|
(360
|
)
|
|||
Net income available to common stockholders
|
$
|
207,187
|
|
|
$
|
269,911
|
|
|
$
|
187,191
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.47
|
|
|
$
|
1.82
|
|
|
$
|
1.21
|
|
Diluted
|
$
|
1.47
|
|
|
$
|
1.81
|
|
|
$
|
1.21
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|||
Basic
|
140,851,444
|
|
|
148,183,431
|
|
|
154,134,411
|
|
|||
Diluted
|
141,394,227
|
|
|
149,004,690
|
|
|
155,085,366
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 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
|
709
|
|
|
13.8
|
|
|
4.3
|
|
|
472
|
|
|
12.0
|
|
|
3.3
|
|
|
50
|
%
|
|
15
|
%
|
|
30
|
%
|
Pardee Homes
|
1,733
|
|
|
43.5
|
|
|
3.3
|
|
|
1,575
|
|
|
35.9
|
|
|
3.7
|
|
|
10
|
%
|
|
21
|
%
|
|
(11
|
)%
|
Quadrant Homes
|
300
|
|
|
6.8
|
|
|
3.7
|
|
|
261
|
|
|
6.9
|
|
|
3.2
|
|
|
15
|
%
|
|
(1
|
)%
|
|
16
|
%
|
Trendmaker Homes
|
914
|
|
|
37.1
|
|
|
2.1
|
|
|
601
|
|
|
29.1
|
|
|
1.7
|
|
|
52
|
%
|
|
27
|
%
|
|
24
|
%
|
TRI Pointe Homes
|
1,174
|
|
|
30.0
|
|
|
3.3
|
|
|
1,311
|
|
|
32.1
|
|
|
3.4
|
|
|
(10
|
)%
|
|
(7
|
)%
|
|
(3
|
)%
|
Winchester Homes
|
508
|
|
|
14.5
|
|
|
2.9
|
|
|
466
|
|
|
14.1
|
|
|
2.8
|
|
|
9
|
%
|
|
3
|
%
|
|
4
|
%
|
Total
|
5,338
|
|
|
145.7
|
|
|
3.1
|
|
|
4,686
|
|
|
130.1
|
|
|
3.0
|
|
|
14
|
%
|
|
12
|
%
|
|
3
|
%
|
|
As of December 31, 2019
|
|
As of December 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
|
330
|
|
|
$
|
180,954
|
|
|
$
|
548
|
|
|
151
|
|
|
$
|
91,532
|
|
|
$
|
606
|
|
|
119
|
%
|
|
98
|
%
|
|
(10
|
)%
|
Pardee Homes
|
460
|
|
|
336,837
|
|
|
732
|
|
|
402
|
|
|
309,453
|
|
|
770
|
|
|
14
|
%
|
|
9
|
%
|
|
(5
|
)%
|
||||
Quadrant Homes
|
89
|
|
|
79,789
|
|
|
897
|
|
|
46
|
|
|
47,777
|
|
|
1,039
|
|
|
93
|
%
|
|
67
|
%
|
|
(14
|
)%
|
||||
Trendmaker Homes
|
345
|
|
|
169,946
|
|
|
493
|
|
|
313
|
|
|
159,483
|
|
|
510
|
|
|
10
|
%
|
|
7
|
%
|
|
(3
|
)%
|
||||
TRI Pointe Homes
|
329
|
|
|
234,189
|
|
|
712
|
|
|
318
|
|
|
217,767
|
|
|
685
|
|
|
3
|
%
|
|
8
|
%
|
|
4
|
%
|
||||
Winchester Homes
|
199
|
|
|
134,448
|
|
|
676
|
|
|
105
|
|
|
71,331
|
|
|
679
|
|
|
90
|
%
|
|
88
|
%
|
|
—
|
%
|
||||
Total
|
1,752
|
|
|
$
|
1,136,163
|
|
|
$
|
648
|
|
|
1,335
|
|
|
$
|
897,343
|
|
|
$
|
672
|
|
|
31
|
%
|
|
27
|
%
|
|
(4
|
)%
|
|
Year Ended December 31, 2019
|
|
Year Ended December 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
|
530
|
|
|
$
|
272,723
|
|
|
$
|
515
|
|
|
538
|
|
|
$
|
263,321
|
|
|
$
|
489
|
|
|
(1
|
)%
|
|
4
|
%
|
|
5
|
%
|
Pardee Homes
|
1,675
|
|
|
1,101,580
|
|
|
658
|
|
|
1,582
|
|
|
999,710
|
|
|
632
|
|
|
6
|
%
|
|
10
|
%
|
|
4
|
%
|
||||
Quadrant Homes
|
257
|
|
|
239,704
|
|
|
933
|
|
|
359
|
|
|
305,213
|
|
|
850
|
|
|
(28
|
)%
|
|
(21
|
)%
|
|
10
|
%
|
||||
Trendmaker Homes
|
882
|
|
|
406,471
|
|
|
461
|
|
|
610
|
|
|
306,311
|
|
|
502
|
|
|
45
|
%
|
|
33
|
%
|
|
(8
|
)%
|
||||
TRI Pointe Homes
|
1,163
|
|
|
796,959
|
|
|
685
|
|
|
1,470
|
|
|
1,073,592
|
|
|
730
|
|
|
(21
|
)%
|
|
(26
|
)%
|
|
(6
|
)%
|
||||
Winchester Homes
|
414
|
|
|
251,938
|
|
|
609
|
|
|
512
|
|
|
295,940
|
|
|
578
|
|
|
(19
|
)%
|
|
(15
|
)%
|
|
5
|
%
|
||||
Total
|
4,921
|
|
|
$
|
3,069,375
|
|
|
$
|
624
|
|
|
5,071
|
|
|
$
|
3,244,087
|
|
|
$
|
640
|
|
|
(3
|
)%
|
|
(5
|
)%
|
|
(3
|
)%
|
|
Year Ended December 31,
|
||||||||||||
|
2019
|
|
%
|
|
2018
|
|
%
|
||||||
Home sales revenue
|
$
|
3,069,375
|
|
|
100.0
|
%
|
|
$
|
3,244,087
|
|
|
100.0
|
%
|
Cost of home sales
|
2,462,708
|
|
|
80.2
|
%
|
|
2,536,899
|
|
|
78.2
|
%
|
||
Homebuilding gross margin
|
606,667
|
|
|
19.8
|
%
|
|
707,188
|
|
|
21.8
|
%
|
||
Add: interest in cost of home sales
|
81,567
|
|
|
2.7
|
%
|
|
83,161
|
|
|
2.6
|
%
|
||
Add: impairments and lot option abandonments
|
24,875
|
|
|
0.8
|
%
|
|
5,010
|
|
|
0.2
|
%
|
||
Adjusted homebuilding gross margin(1)
|
$
|
713,109
|
|
|
23.2
|
%
|
|
$
|
795,359
|
|
|
24.5
|
%
|
Homebuilding gross margin percentage
|
19.8
|
%
|
|
|
|
21.8
|
%
|
|
|
||||
Adjusted homebuilding gross margin percentage(1)
|
23.2
|
%
|
|
|
|
24.5
|
%
|
|
|
(1)
|
Non-GAAP financial measure (as discussed below).
|
|
Year Ended
December 31, |
|
As a Percentage of
Home Sales Revenue |
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Sales and marketing
|
$
|
195,148
|
|
|
$
|
187,267
|
|
|
6.4
|
%
|
|
5.8
|
%
|
General and administrative (G&A)
|
157,161
|
|
|
155,030
|
|
|
5.1
|
%
|
|
4.8
|
%
|
||
Total sales and marketing and G&A
|
$
|
352,309
|
|
|
$
|
342,297
|
|
|
11.5
|
%
|
|
10.6
|
%
|
|
|
|
|
|
Increase
|
||||||
|
December 31,
|
|
(Decrease)
|
||||||||
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
Lots Owned
|
|
|
|
|
|
|
|
||||
Maracay
|
2,099
|
|
|
2,346
|
|
|
(247
|
)
|
|
(11
|
)%
|
Pardee Homes
|
13,126
|
|
|
13,700
|
|
|
(574
|
)
|
|
(4
|
)%
|
Quadrant Homes
|
977
|
|
|
883
|
|
|
94
|
|
|
11
|
%
|
Trendmaker Homes
|
2,852
|
|
|
1,661
|
|
|
1,191
|
|
|
72
|
%
|
TRI Pointe Homes
|
2,771
|
|
|
3,150
|
|
|
(379
|
)
|
|
(12
|
)%
|
Winchester Homes
|
1,020
|
|
|
1,317
|
|
|
(297
|
)
|
|
(23
|
)%
|
Total
|
22,845
|
|
|
23,057
|
|
|
(212
|
)
|
|
(1
|
)%
|
Lots Controlled(1)
|
|
|
|
|
|
|
|
|
|||
Maracay
|
1,631
|
|
|
962
|
|
|
669
|
|
|
70
|
%
|
Pardee Homes
|
141
|
|
|
676
|
|
|
(535
|
)
|
|
(79
|
)%
|
Quadrant Homes
|
126
|
|
|
861
|
|
|
(735
|
)
|
|
(85
|
)%
|
Trendmaker Homes
|
1,182
|
|
|
831
|
|
|
351
|
|
|
42
|
%
|
TRI Pointe Homes
|
3,399
|
|
|
945
|
|
|
2,454
|
|
|
260
|
%
|
Winchester Homes
|
705
|
|
|
408
|
|
|
297
|
|
|
73
|
%
|
Total
|
7,184
|
|
|
4,683
|
|
|
2,501
|
|
|
53
|
%
|
Total Lots Owned or Controlled(1)
|
30,029
|
|
|
27,740
|
|
|
2,289
|
|
|
8
|
%
|
(1)
|
As of December 31, 2019 and 2018, lots controlled included lots that were under land option contracts or purchase contracts. As of December 31, 2019, lots controlled for Trendmaker Homes includes 135 lots, which represent our expected share of lots owned by an unconsolidated land development joint venture that was formed during the year ended December 31, 2019.
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
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
|
472
|
|
|
12.0
|
|
|
3.3
|
|
|
597
|
|
|
14.8
|
|
|
3.4
|
|
|
(21
|
)%
|
|
(19
|
)%
|
|
(3
|
)%
|
Pardee Homes
|
1,575
|
|
|
35.9
|
|
|
3.7
|
|
|
1,580
|
|
|
29.9
|
|
|
4.4
|
|
|
—
|
%
|
|
20
|
%
|
|
(16
|
)%
|
Quadrant Homes
|
261
|
|
|
6.9
|
|
|
3.2
|
|
|
395
|
|
|
7.5
|
|
|
4.4
|
|
|
(34
|
)%
|
|
(8
|
)%
|
|
(27
|
)%
|
Trendmaker Homes
|
601
|
|
|
29.1
|
|
|
1.7
|
|
|
516
|
|
|
30.4
|
|
|
1.4
|
|
|
16
|
%
|
|
(4
|
)%
|
|
21
|
%
|
TRI Pointe Homes
|
1,311
|
|
|
32.1
|
|
|
3.4
|
|
|
1,492
|
|
|
32.0
|
|
|
3.9
|
|
|
(12
|
)%
|
|
—
|
%
|
|
(13
|
)%
|
Winchester Homes
|
466
|
|
|
14.1
|
|
|
2.8
|
|
|
495
|
|
|
12.9
|
|
|
3.2
|
|
|
(6
|
)%
|
|
9
|
%
|
|
(13
|
)%
|
Total
|
4,686
|
|
|
130.1
|
|
|
3.0
|
|
|
5,075
|
|
|
127.5
|
|
|
3.3
|
|
|
(8
|
)%
|
|
2
|
%
|
|
(9
|
)%
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
|
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
|
151
|
|
|
$
|
91,532
|
|
|
$
|
606
|
|
|
217
|
|
|
$
|
106,061
|
|
|
$
|
489
|
|
|
(30
|
)%
|
|
(14
|
)%
|
|
24
|
%
|
Pardee Homes
|
402
|
|
|
309,453
|
|
|
770
|
|
|
409
|
|
|
299,083
|
|
|
731
|
|
|
(2
|
)%
|
|
3
|
%
|
|
5
|
%
|
||||
Quadrant Homes
|
46
|
|
|
47,777
|
|
|
1,039
|
|
|
144
|
|
|
107,714
|
|
|
748
|
|
|
(68
|
)%
|
|
(56
|
)%
|
|
39
|
%
|
||||
Trendmaker Homes
|
313
|
|
|
159,483
|
|
|
510
|
|
|
173
|
|
|
93,974
|
|
|
543
|
|
|
81
|
%
|
|
70
|
%
|
|
(6
|
)%
|
||||
TRI Pointe Homes
|
318
|
|
|
217,767
|
|
|
685
|
|
|
477
|
|
|
331,562
|
|
|
695
|
|
|
(33
|
)%
|
|
(34
|
)%
|
|
(1
|
)%
|
||||
Winchester Homes
|
105
|
|
|
71,331
|
|
|
679
|
|
|
151
|
|
|
94,381
|
|
|
625
|
|
|
(30
|
)%
|
|
(24
|
)%
|
|
9
|
%
|
||||
Total
|
1,335
|
|
|
$
|
897,343
|
|
|
$
|
672
|
|
|
1,571
|
|
|
$
|
1,032,775
|
|
|
$
|
657
|
|
|
(15
|
)%
|
|
(13
|
)%
|
|
2
|
%
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
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
|
538
|
|
|
$
|
263,321
|
|
|
$
|
489
|
|
|
628
|
|
|
$
|
296,768
|
|
|
$
|
473
|
|
|
(14
|
)%
|
|
(11
|
)%
|
|
3
|
%
|
Pardee Homes
|
1,582
|
|
|
999,710
|
|
|
632
|
|
|
1,431
|
|
|
756,433
|
|
|
529
|
|
|
11
|
%
|
|
32
|
%
|
|
19
|
%
|
||||
Quadrant Homes
|
359
|
|
|
305,213
|
|
|
850
|
|
|
352
|
|
|
245,507
|
|
|
697
|
|
|
2
|
%
|
|
24
|
%
|
|
22
|
%
|
||||
Trendmaker Homes
|
610
|
|
|
306,311
|
|
|
502
|
|
|
506
|
|
|
250,033
|
|
|
494
|
|
|
21
|
%
|
|
23
|
%
|
|
2
|
%
|
||||
TRI Pointe Homes
|
1,470
|
|
|
1,073,592
|
|
|
730
|
|
|
1,313
|
|
|
927,247
|
|
|
706
|
|
|
12
|
%
|
|
16
|
%
|
|
3
|
%
|
||||
Winchester Homes
|
512
|
|
|
295,940
|
|
|
578
|
|
|
467
|
|
|
256,311
|
|
|
549
|
|
|
10
|
%
|
|
15
|
%
|
|
5
|
%
|
||||
Total
|
5,071
|
|
|
$
|
3,244,087
|
|
|
$
|
640
|
|
|
4,697
|
|
|
$
|
2,732,299
|
|
|
$
|
582
|
|
|
8
|
%
|
|
19
|
%
|
|
10
|
%
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
||||||
Home sales revenue
|
$
|
3,244,087
|
|
|
100.0
|
%
|
|
$
|
2,732,299
|
|
|
100.0
|
%
|
Cost of home sales
|
2,536,899
|
|
|
78.2
|
%
|
|
2,173,251
|
|
|
79.5
|
%
|
||
Homebuilding gross margin
|
707,188
|
|
|
21.8
|
%
|
|
559,048
|
|
|
20.5
|
%
|
||
Add: interest in cost of home sales
|
83,161
|
|
|
2.6
|
%
|
|
64,835
|
|
|
2.4
|
%
|
||
Add: impairments and lot option abandonments
|
5,010
|
|
|
0.2
|
%
|
|
2,020
|
|
|
0.1
|
%
|
||
Adjusted homebuilding gross margin(1)
|
$
|
795,359
|
|
|
24.5
|
%
|
|
$
|
625,903
|
|
|
22.9
|
%
|
Homebuilding gross margin percentage
|
21.8
|
%
|
|
|
|
20.5
|
%
|
|
|
||||
Adjusted homebuilding gross margin percentage(1)
|
24.5
|
%
|
|
|
|
22.9
|
%
|
|
|
(1)
|
Non-GAAP financial measure (as discussed below).
|
|
Year Ended
December 31,
|
|
As a Percentage of
Home Sales Revenue
|
||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
Sales and marketing
|
$
|
187,267
|
|
|
$
|
137,066
|
|
|
5.8
|
%
|
|
5.0
|
%
|
General and administrative (G&A)
|
155,030
|
|
|
137,764
|
|
|
4.8
|
%
|
|
5.1
|
%
|
||
Total sales and marketing and G&A
|
$
|
342,297
|
|
|
$
|
274,830
|
|
|
10.6
|
%
|
|
10.1
|
%
|
(1)
|
As of December 31, 2018 and 2017, lots controlled included lots that were under land option contracts or purchase contracts.
|
|
Actual at
December 31,
|
|
Covenant
Requirement at
December 31,
|
||||
Financial Covenants
|
2019
|
|
2019
|
||||
Consolidated Tangible Net Worth, as defined
|
$
|
2,026,637
|
|
|
$
|
1,453,594
|
|
(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
|
32.6
|
%
|
|
≤55%
|
|
||
(Not to exceed 55%)
|
|
|
|
|
|||
Interest Coverage Test
|
4.7
|
|
|
≥1.5
|
|
||
(Not less than 1.5:1.0)
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Loans payable
|
$
|
250,000
|
|
|
$
|
—
|
|
Senior notes
|
1,033,985
|
|
|
1,410,804
|
|
||
Total debt
|
1,283,985
|
|
|
1,410,804
|
|
||
Stockholders’ equity
|
2,186,530
|
|
|
2,056,924
|
|
||
Total capital
|
$
|
3,470,515
|
|
|
$
|
3,467,728
|
|
Ratio of debt-to-capital(1)
|
37.0
|
%
|
|
40.7
|
%
|
||
Total debt
|
$
|
1,283,985
|
|
|
$
|
1,410,804
|
|
Less: Cash and cash equivalents
|
(329,011
|
)
|
|
(277,696
|
)
|
||
Net debt
|
954,974
|
|
|
1,133,108
|
|
||
Stockholders’ equity
|
2,186,530
|
|
|
2,056,924
|
|
||
Net capital
|
$
|
3,141,504
|
|
|
$
|
3,190,032
|
|
Ratio of net debt-to-net capital(2)
|
30.4
|
%
|
|
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 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.
|
•
|
Net cash provided by operating activities increased by $5.3 million to $316.0 million in 2019 from cash provided of $310.7 million in 2018. The change was primarily composed of a decrease in cash outflow related to real estate inventories of $212.0 million in 2019 as we decreased our land acquisition and development spending. The remaining offsetting activity included (i) a decrease in net income to $207.2 million in 2019 compared to $271.5
|
•
|
Net cash used in investing activities was $37.3 million in 2019 compared to $95.4 million in 2018. The higher cash used in 2018 was due primarily to our acquisition of a Dallas based homebuilder. Cash used in investments in unconsolidated entities increased by $4.7 million and was due primarily to the investment in a joint venture in our Trendmaker division in the fourth quarter of 2019.
|
•
|
Net cash used in financing activities increased to $227.4 million in 2019 from cash used of $220.5 million in 2018. The change was primarily a result of net debt repayments in 2019 of $131.9 million compared to $68.1 million in 2018. This increase was offset by a decrease in cash used for share repurchases of $56.8 million to $89.2 million in 2019 compared to $146.1 million in 2018.
|
•
|
Net cash provided by operating activities increased by $209.0 million to $310.7 million in 2018 from cash provided of $101.7 million in 2017. The change was primarily composed of a decrease in cash outflow related to real estate inventories of $113.5 million in 2018 as we decreased our land acquisition and development spending. Other activity included (i) an increase in net income to $271.5 million in 2018 compared to $187.6 million in 2017 and (ii) other offsetting activity including changes in other assets, receivables, accrued expenses and other liabilities and deferred income taxes.
|
•
|
Net cash used in investing activities was $95.4 million in 2018 compared to $3.6 million in 2017. The increase in cash used in 2018 was due primarily to our acquisition of a Dallas based homebuilder and higher purchases of property and equipment. The large increase in purchases of property and equipment is due to the accounting changes resulting from the adoption of ASC 606 on January 1, 2018. Most model and sales office costs were previously recorded to inventory and were presented as an operating cash flow. Subsequent to the adoption of ASC 606 these purchases are recorded as fixed assets and included as investing cash flows.
|
•
|
Net cash used in financing activities increased to $220.5 million in 2018 from cash used of $23.8 million in 2017. The change was primarily a result of net debt repayments in 2018 of $68.1 million compared to net borrowings of $80.3 million in 2017. In addition, share repurchase activity increased by $33.8 million in 2018 compared to the prior year.
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less Than 1 Year
|
|
1–3 Years
|
|
4–5 Years
|
|
After 5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt principal payments(1)
|
$
|
1,300,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
700,000
|
|
|
$
|
300,000
|
|
Long-term debt interest payments(2)
|
292,366
|
|
|
65,155
|
|
|
115,725
|
|
|
72,112
|
|
|
39,374
|
|
|||||
Operating leases(3)
|
35,045
|
|
|
8,592
|
|
|
12,790
|
|
|
7,260
|
|
|
6,403
|
|
|||||
Ground leases(4)
|
96,202
|
|
|
2,984
|
|
|
5,968
|
|
|
5,968
|
|
|
81,282
|
|
|||||
Purchase obligations(5)
|
799,319
|
|
|
495,997
|
|
|
302,552
|
|
|
770
|
|
|
—
|
|
|||||
Total
|
$
|
2,522,932
|
|
|
$
|
572,728
|
|
|
$
|
737,035
|
|
|
$
|
786,110
|
|
|
$
|
427,059
|
|
(1)
|
For a more detailed description of our long-term debt, please see Note 11, Senior Notes and Loans Payable, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.
|
(2)
|
Includes fixed interest payments on our senior notes and estimated interest payments on our variable rate term loan.
|
(3)
|
Includes leases relating to office space, buildings and equipment. For a more detailed description of our operating leases, see Note 13, Commitments and Contingencies, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.
|
(4)
|
Ground lease obligations have been fully subleased through 2041. Our lease commitment net of sublease income was $31.0 million as of December 31, 2019. For a more detailed description of our ground leases, see Note 13, Commitments and Contingencies, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.
|
(5)
|
Includes $799.3 million (net of deposits) of the remaining purchase price for all land options contracts and purchase contracts as of December 31, 2019. For a more detailed description of our land purchase and option contracts, please see the discussion set forth above in the section entitled “Off-Balance Sheet Arrangements.”
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Expected Maturity Date
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Estimated
|
||||||||||||||||||||||||
December 31,
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Variable rate debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Weighted average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.3
|
%
|
|
|
|
||||||||
Fixed rate debt
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
1,050,000
|
|
|
$
|
1,104,750
|
|
Weighted average interest rate
|
|
|
|
|
4.9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.9
|
%
|
|
5.3
|
%
|
|
5.4
|
%
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this annual report on Form 10-K:
|
(1)
|
Financial Statements:
|
|
Page:
|
(2)
|
Financial Statement Schedules
|
(3)
|
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))
|
|
|
|
|
|
|
|
Specimen Common Stock Certificate of TRI Pointe Group, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed July 7, 2015))
|
|
|
|
|
|
|
|
Registration Rights Agreement, dated as of January 30, 2013, among TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C., and certain TRI Pointe Homes, Inc. stockholders (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S‑4 (filed January 9, 2014))
|
|
|
|
|
|
|
|
First Amendment to Registration Rights Agreement, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C. and certain TRI Pointe Homes, Inc. stockholders (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))
|
|
|
|
|
|
|
|
Indenture, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee (including form of 5.875% Senior Note due 2024) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed June 19, 2014))
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of July 7, 2014, among TRI Pointe Homes, Inc., Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))
|
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of July 7, 2014, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))
|
|
|
|
|
|
|
|
Third Supplemental Indenture, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc. and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))
|
|
|
|
|
|
|
|
Indenture, dated as of May 23, 2016, by and between TRI Pointe Group, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR (filed May 23, 2016))
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of May 26, 2016, among TRI Pointe Group, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 4.875% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed May 26, 2016))
|
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of June 8, 2017, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.250% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8‑K (filed June 8, 2017))
|
|
|
|
|
|
|
Form of 4.875% Senior Note due 2021 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed May 26, 2016))
|
|
|
|
|
|
|
|
Form of 5.25% Senior Note due 2027 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed June 8, 2017))
|
|
|
|
|
|
|
|
Description of the Company’s Securities
|
|
|
|
|
|
|
|
Registration Rights Agreement with respect to 5.875% Senior Notes due 2024, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company, CitiGroup Global Markets, Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8‑K (filed June 19, 2014))
|
|
|
|
|
|
|
|
Issuer Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))
|
|
|
|
|
|
|
|
Guarantor Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))
|
|
|
|
|
|
|
|
Tax Sharing Agreement, dated as of July 7, 2014, among Weyerhaeuser Company, Weyerhaeuser Real Estate Company, and TRI Pointe Homes, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))
|
|
|
|
|
|
|
|
First Amendment to Tax Sharing Agreement, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc., TRI Pointe Holdings, Inc. (f/k/a Weyerhaeuser Real Estate Company) and Weyerhaeuser Company (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))
|
|
|
|
|
|
|
|
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. (f/k/a Weyerhaeuser Real Estate Company) and Weyerhaeuser Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8‑K (filed April 4, 2019))
|
|
|
|
|
|
|
|
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))
|
|
|
|
|
|
|
|
Weyerhaeuser Real Estate Company 2004 Long-Term Incentive Plan (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (filed July 16, 2014))
|
|
|
|
|
|
|
|
Weyerhaeuser Real Estate Company 2013 Long-Term Incentive Plan (filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (filed July 16, 2014))
|
|
|
|
|
|
|
|
2013 Long‑Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S‑1 (Amendment No. 1, filed Jan. 9, 2013))
|
|
|
|
|
|
|
|
Amendment No. 1 to 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed June 23, 2014))
|
|
|
|
|
|
|
|
Amendment No. 2 to 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8‑K (filed June 23, 2014))
|
|
|
|
|
|
|
|
Omnibus Amendment to the TRI Pointe Homes, Inc. 2013 Long-Term Incentive Plan, TRI Pointe Group Short-Term Incentive Plan, Weyerhaeuser Real Estate Company 2004 Long-Term Incentive Plan and the Weyerhaeuser Real Estate Company 2013 Long-Term Incentive Plan and their related stock option, restricted stock unit, cash incentive award agreements and performance share unit agreements, dated as of July 7, 2015 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))
|
|
|
|
|
|
|
Amendment No. 4 to TRI Pointe Homes, Inc. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed August 13, 2015))
|
|
|
|
|
|
|
|
Executive Employment Agreement dated as of March 20, 2019 between TRI Pointe Group, Inc. and Douglas F. Bauer (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (filed July 25, 2019))
|
|
|
|
|
|
|
|
Executive Employment Agreement dated as of March 20, 2019 between TRI Pointe Group, Inc. and Thomas J. Mitchell (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (filed July 25, 2019))
|
|
|
|
|
|
|
|
Executive Employment Agreement dated as of March 20, 2019 between TRI Pointe Group, Inc. and Michael D. Grubbs (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10‑Q (filed July 25, 2019))
|
|
|
|
|
|
|
|
Letter agreement by and between TRI Pointe Group, Inc. and Michael D. Grubbs, dated as of July 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed July 1, 2019))
|
|
|
|
|
|
|
|
Confidential Separation Agreement and General Release of Claims by and between TRI Pointe Group, Inc. and Michael D. Grubbs, dated as of December 31, 2019
|
|
|
|
|
|
|
|
Form of Indemnification Agreement between TRI Pointe Homes, Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S‑1 (filed Dec. 21, 2012))
|
|
|
|
|
|
|
|
Form of Amendment to Indemnification Agreement between TRI Pointe Group, Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))
|
|
|
|
|
|
|
|
2013 Long‑Term Incentive Plan form of Option Award Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10‑K (filed March 28, 2013))
|
|
|
|
|
|
|
|
2013 Long‑Term Incentive Plan form of Non‑Employee Director Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10‑K (filed March 28, 2013))
|
|
|
|
|
|
|
|
Form of Performance-Based Cash Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed February 28, 2017))
|
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (total shareholder return) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed February 28, 2017))
|
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (earnings per share) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (filed February 28, 2017))
|
|
|
|
|
|
|
|
Form of Time-Vested Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (filed February 28, 2017))
|
|
|
|
|
|
|
|
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 March 2, 2016))
|
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (total shareholder return) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed March 2, 2016))
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (total shareholder return) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed March 11, 2015))
|
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (earnings per share) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (filed March 11, 2015))
|
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (stock price) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (filed March 11, 2015))
|
|
|
|
|
|
|
|
Form of Severance and Change in Control Protection Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (filed July 25, 2019))
|
|
|
|
|
|
|
|
Amended and Restated 2013 Long-Term Incentive Plan
|
|
|
|
|
|
|
|
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))
|
|
|
|
|
|
|
|
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))
|
|
|
|
|
|
|
|
Form of Time-Vested Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (filed April 25, 2019))
|
|
|
|
|
|
|
|
Form of Performance-Based Cash Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (filed April 25, 2019))
|
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (earnings per share) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (filed April 25, 2019))
|
|
|
|
|
|
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (total stockholder return) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (filed April 25, 2019))
|
|
|
|
|
|
|
|
List of subsidiaries of TRI Pointe Group, Inc.
|
|
|
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
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 Annual Report on Form 10‑K for the year ended December 31, 2019, formatted in inline 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) Notes to Consolidated Financial Statement.
|
|
|
|
|
104
|
|
|
Cover page from TRI Pointe Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in Inline XBRL (and contained in Exhibit 101)
|
|
|
|
†
|
|
|
Management Contract or Compensatory Plan or Arrangement
|
|
|
Real Estate Inventories
|
Description of the Matter
|
|
At December 31, 2019, the Company’s real estate inventories owned balance was $3.0 billion, which includes $122.8 million for land held for future development.
As discussed in Note 5 to the consolidated financial statements, homes completed or under construction are comprised of costs associated with homes in various stages of construction and include direct construction and related land acquisition and land development costs. Land held for future development principally reflects land acquisition and land development costs related to land where development activity has not yet begun or has been suspended, but management expects to occur in the future. Management performs a quarterly review for indicators of impairment. If there are indicators identified in accordance with Accounting Standards Codification (“ASC”) 360 - Property, Plant, and Equipment, management performs a detailed budget and cash flow review of their real estate assets to determine whether the estimated remaining undiscounted future cash flows of the community are more or less than the asset’s carrying value. If the undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the undiscounted cash flows are less than the asset’s carrying value, the community is deemed impaired and is written down to fair value.
Auditing the Company’s impairment assessment for real estate inventories owned is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indicators of potential impairment and the related assessment of the severity of such indicators in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the asset as well as the significant estimation used in developing prospective financial information. Additionally, for real estate inventories owned where a triggering event has occurred, auditing involves a high degree of auditor judgment and increased extent of audit effort to evaluate management’s estimates underlying community future cash flows which are based on subjective assumptions. The prospective financial information includes specific assumptions related to undiscounted cash flows such as expected sales prices and sales incentives to be offered, expected sales pace and cancellation rates, and costs expected to be incurred to complete the development and home construction. If the community is deemed to be impaired, management applies a discount rate to the prospective financial information in order to write the asset down to fair value. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
|
|
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment assessment process. For example, for real estate inventories owned, we tested controls over management’s process for identifying and evaluating potential impairment indicators and their review of the prospective financial data used in the Company’s impairment analysis.
To test management’s identification and assessment of the severity of indicators of impairment of the Company’s real estate inventories owned, our audit procedures included, among other things, assessing management’s quantitative analyses by testing the underlying data used by the Company. Our audit procedures also included evaluating management’s qualitative analyses for completeness through inquiries outside the accounting function and considering external market data.
We involved a specialist to assist in comparing certain significant assumptions used within management’s undiscounted future cash flows such as expected sales prices, sales pace, and home construction costs to current industry data, economic trends, and other relevant factors. We evaluated whether there were any changes to the Company’s development plans for the project. We also involved a specialist in evaluating the discount rate used by management to determine fair value. For certain other assumptions, we performed analytical procedures over homebuyer-selected options and expenses such as interest and selling costs by developing an expectation based on the Company’s historical financial data as well as current economic trends. Our procedures performed over real estate inventories owned, excluding land held for future development, also included the consideration of contrary or corroborative evidence around management’s assertions by obtaining subsequent sales data to evaluate against the Company’s contracted and projected gross margin by project. Additionally, our procedures performed over land held for future development also included the consideration of contrary or corroborative evidence of management’s assertions by obtaining other market data to evaluate against the Company’s projected gross margin by project.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s warranty insurance receivable and warranty reserves review process. For example, we tested controls over the Company’s review of the significant assumptions and other inputs which included the warranty spend analysis, relevant insurance contracts, completeness and accuracy of the underlying claims data as well as home sale revenues.
We performed audit procedures to test management’s warranty insurance receivable and warranty reserves balances which included, among others, testing the completeness and accuracy of the underlying claims data that management utilizes in its actuarial analysis, and obtaining and reviewing the relevant insurance contracts by policy year to assess the Company’s self-insured retentions, deductibles, and coverage limits. Furthermore, we involved our actuarial specialists to assist in our evaluation of the methodologies within management’s analysis to establish the actuarially determined reserve. We compared the Company’s reserve to a range developed by our actuarial specialists based on assumptions developed by the actuarial analysis. We reviewed the responses provided by Company and external legal counsel for evidence of any matters that may affect the Company’s warranty reserves balance.
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
329,011
|
|
|
$
|
277,696
|
|
Receivables
|
69,276
|
|
|
51,592
|
|
||
Real estate inventories
|
3,065,436
|
|
|
3,216,059
|
|
||
Investments in unconsolidated entities
|
11,745
|
|
|
5,410
|
|
||
Goodwill and other intangible assets, net
|
159,893
|
|
|
160,427
|
|
||
Deferred tax assets, net
|
49,904
|
|
|
67,768
|
|
||
Other assets
|
173,425
|
|
|
105,251
|
|
||
Total assets
|
$
|
3,858,690
|
|
|
$
|
3,884,203
|
|
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
66,120
|
|
|
$
|
81,313
|
|
Accrued expenses and other liabilities
|
322,043
|
|
|
335,149
|
|
||
Loans payable
|
250,000
|
|
|
—
|
|
||
Senior notes, net
|
1,033,985
|
|
|
1,410,804
|
|
||
Total liabilities
|
1,672,148
|
|
|
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 December 31, 2019 and 2018, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 500,000,000 shares authorized;
136,149,633 and 141,661,713 shares issued and outstanding at
December 31, 2019 and December 31, 2018, respectively
|
1,361
|
|
|
1,417
|
|
||
Additional paid-in capital
|
581,195
|
|
|
658,720
|
|
||
Retained earnings
|
1,603,974
|
|
|
1,396,787
|
|
||
Total stockholders’ equity
|
2,186,530
|
|
|
2,056,924
|
|
||
Noncontrolling interests
|
12
|
|
|
13
|
|
||
Total equity
|
2,186,542
|
|
|
2,056,937
|
|
||
Total liabilities and equity
|
$
|
3,858,690
|
|
|
$
|
3,884,203
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Homebuilding:
|
|
|
|
|
|
|
|
||||
Home sales revenue
|
$
|
3,069,375
|
|
|
$
|
3,244,087
|
|
|
$
|
2,732,299
|
|
Land and lot sales revenue
|
7,176
|
|
|
8,758
|
|
|
74,269
|
|
|||
Other operations revenue
|
2,470
|
|
|
8,164
|
|
|
2,333
|
|
|||
Total revenues
|
3,079,021
|
|
|
3,261,009
|
|
|
2,808,901
|
|
|||
Cost of home sales
|
2,462,708
|
|
|
2,536,899
|
|
|
2,173,251
|
|
|||
Cost of land and lot sales
|
7,711
|
|
|
25,435
|
|
|
14,888
|
|
|||
Other operations expense
|
2,434
|
|
|
3,174
|
|
|
2,298
|
|
|||
Sales and marketing
|
195,148
|
|
|
187,267
|
|
|
137,066
|
|
|||
General and administrative
|
157,161
|
|
|
155,030
|
|
|
137,764
|
|
|||
Homebuilding income from operations
|
253,859
|
|
|
353,204
|
|
|
343,634
|
|
|||
Equity loss of unconsolidated entities
|
(52
|
)
|
|
(393
|
)
|
|
(11,433
|
)
|
|||
Other income (loss), net
|
6,857
|
|
|
(419
|
)
|
|
151
|
|
|||
Homebuilding income before income taxes
|
260,664
|
|
|
352,392
|
|
|
332,352
|
|
|||
Financial Services:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
3,994
|
|
|
1,738
|
|
|
1,371
|
|
|||
Expenses
|
2,887
|
|
|
582
|
|
|
331
|
|
|||
Equity in income of unconsolidated entities
|
9,316
|
|
|
8,517
|
|
|
6,426
|
|
|||
Financial services income before income taxes
|
10,423
|
|
|
9,673
|
|
|
7,466
|
|
|||
Income before income taxes
|
271,087
|
|
|
362,065
|
|
|
339,818
|
|
|||
Provision for income taxes
|
(63,900
|
)
|
|
(90,552
|
)
|
|
(152,267
|
)
|
|||
Net income
|
207,187
|
|
|
271,513
|
|
|
187,551
|
|
|||
Net income attributable to noncontrolling interests
|
—
|
|
|
(1,602
|
)
|
|
(360
|
)
|
|||
Net income available to common stockholders
|
$
|
207,187
|
|
|
$
|
269,911
|
|
|
$
|
187,191
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.47
|
|
|
$
|
1.82
|
|
|
$
|
1.21
|
|
Diluted
|
$
|
1.47
|
|
|
$
|
1.81
|
|
|
$
|
1.21
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|||
Basic
|
140,851,444
|
|
|
148,183,431
|
|
|
154,134,411
|
|
|||
Diluted
|
141,394,227
|
|
|
149,004,690
|
|
|
155,085,366
|
|
|
Number of
Common
Shares (Note 1)
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||
Balance at December 31, 2016
|
158,626,229
|
|
|
$
|
1,586
|
|
|
$
|
880,822
|
|
|
$
|
947,039
|
|
|
$
|
1,829,447
|
|
|
$
|
19,063
|
|
|
$
|
1,848,510
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
187,191
|
|
|
187,191
|
|
|
360
|
|
|
187,551
|
|
||||||
Shares issued under share-based awards, net
|
1,531,475
|
|
|
16
|
|
|
12,275
|
|
|
—
|
|
|
12,291
|
|
|
—
|
|
|
12,291
|
|
||||||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
—
|
|
|
—
|
|
|
(2,896
|
)
|
|
—
|
|
|
(2,896
|
)
|
|
—
|
|
|
(2,896
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
15,906
|
|
|
—
|
|
|
15,906
|
|
|
—
|
|
|
15,906
|
|
||||||
Share repurchases
|
(8,994,705
|
)
|
|
(90
|
)
|
|
(112,127
|
)
|
|
—
|
|
|
(112,217
|
)
|
|
—
|
|
|
(112,217
|
)
|
||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,333
|
)
|
|
(1,333
|
)
|
||||||
Net effect of consolidations, de-consolidations and other transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,485
|
)
|
|
(17,485
|
)
|
||||||
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 (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,354
|
)
|
|
(7,354
|
)
|
|
—
|
|
|
(7,354
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
269,911
|
|
|
269,911
|
|
|
1,602
|
|
|
271,513
|
|
||||||
Shares issued under share-based
awards
|
891,323
|
|
|
9
|
|
|
1,934
|
|
|
—
|
|
|
1,943
|
|
|
—
|
|
|
1,943
|
|
||||||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
—
|
|
|
—
|
|
|
(6,049
|
)
|
|
—
|
|
|
(6,049
|
)
|
|
—
|
|
|
(6,049
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
14,814
|
|
|
—
|
|
|
14,814
|
|
|
—
|
|
|
14,814
|
|
||||||
Share repurchases
|
(10,392,609
|
)
|
|
(104
|
)
|
|
(145,959
|
)
|
|
—
|
|
|
(146,063
|
)
|
|
—
|
|
|
(146,063
|
)
|
||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,194
|
)
|
|
(2,194
|
)
|
||||||
Balance at December 31, 2018
|
141,661,713
|
|
|
1,417
|
|
|
658,720
|
|
|
1,396,787
|
|
|
2,056,924
|
|
|
13
|
|
|
2,056,937
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
207,187
|
|
|
207,187
|
|
|
—
|
|
|
207,187
|
|
||||||
Shares issued under share-based
awards
|
623,542
|
|
|
6
|
|
|
443
|
|
|
—
|
|
|
449
|
|
|
—
|
|
|
449
|
|
||||||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
—
|
|
|
—
|
|
|
(3,612
|
)
|
|
—
|
|
|
(3,612
|
)
|
|
—
|
|
|
(3,612
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
14,806
|
|
|
—
|
|
|
14,806
|
|
|
—
|
|
|
14,806
|
|
||||||
Share repurchases
|
(6,135,622
|
)
|
|
(62
|
)
|
|
(89,162
|
)
|
|
—
|
|
|
(89,224
|
)
|
|
—
|
|
|
(89,224
|
)
|
||||||
Net effect of consolidations,
de-consolidations and other
transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Balance at December 31, 2019
|
136,149,633
|
|
|
$
|
1,361
|
|
|
$
|
581,195
|
|
|
$
|
1,603,974
|
|
|
$
|
2,186,530
|
|
|
$
|
12
|
|
|
$
|
2,186,542
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
207,187
|
|
|
$
|
271,513
|
|
|
$
|
187,551
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28,396
|
|
|
29,097
|
|
|
3,500
|
|
|||
Equity in (income) loss of unconsolidated entities, net
|
(9,264
|
)
|
|
(8,124
|
)
|
|
5,007
|
|
|||
Deferred income taxes, net
|
17,864
|
|
|
11,074
|
|
|
46,810
|
|
|||
Amortization of stock-based compensation
|
14,806
|
|
|
14,814
|
|
|
15,906
|
|
|||
Charges for impairments and lot option abandonments
|
24,875
|
|
|
5,085
|
|
|
2,053
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Real estate inventories
|
120,272
|
|
|
(91,757
|
)
|
|
(205,229
|
)
|
|||
Receivables
|
(17,684
|
)
|
|
74,545
|
|
|
(44,280
|
)
|
|||
Other assets
|
(12,369
|
)
|
|
(9,895
|
)
|
|
13,487
|
|
|||
Accounts payable
|
(15,193
|
)
|
|
3,222
|
|
|
2,618
|
|
|||
Accrued expenses and other liabilities
|
(52,118
|
)
|
|
1,906
|
|
|
67,036
|
|
|||
Returns on investments in unconsolidated entities, net
|
9,208
|
|
|
9,182
|
|
|
7,215
|
|
|||
Net cash provided by operating activities
|
315,980
|
|
|
310,662
|
|
|
101,674
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(30,282
|
)
|
|
(31,651
|
)
|
|
(2,605
|
)
|
|||
Proceeds from sale of property and equipment
|
46
|
|
|
8
|
|
|
6
|
|
|||
Investments in unconsolidated entities
|
(7,022
|
)
|
|
(2,274
|
)
|
|
(980
|
)
|
|||
Net cash paid for acquisition
|
—
|
|
|
(61,495
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(37,258
|
)
|
|
(95,412
|
)
|
|
(3,579
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings from debt
|
400,000
|
|
|
125,000
|
|
|
500,000
|
|
|||
Repayment of debt
|
(531,895
|
)
|
|
(193,105
|
)
|
|
(413,726
|
)
|
|||
Debt issuance costs
|
(3,125
|
)
|
|
—
|
|
|
(5,957
|
)
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
(2,194
|
)
|
|
(1,333
|
)
|
|||
Proceeds from issuance of common stock under share-based
awards
|
449
|
|
|
1,943
|
|
|
12,291
|
|
|||
Minimum tax withholding paid on behalf of employees for share-based awards
|
(3,612
|
)
|
|
(6,049
|
)
|
|
(2,896
|
)
|
|||
Share repurchases
|
(89,224
|
)
|
|
(146,063
|
)
|
|
(112,217
|
)
|
|||
Net cash used in financing activities
|
(227,407
|
)
|
|
(220,468
|
)
|
|
(23,838
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
51,315
|
|
|
(5,218
|
)
|
|
74,257
|
|
|||
Cash and cash equivalents - beginning of year
|
277,696
|
|
|
282,914
|
|
|
208,657
|
|
|||
Cash and cash equivalents - end of year
|
$
|
329,011
|
|
|
$
|
277,696
|
|
|
$
|
282,914
|
|
1.
|
Organization and Summary of Significant Accounting Policies
|
2.
|
Segment Information
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Maracay
|
$
|
272,723
|
|
|
$
|
263,321
|
|
|
$
|
296,768
|
|
Pardee Homes
|
1,101,580
|
|
|
999,710
|
|
|
826,033
|
|
|||
Quadrant Homes
|
242,174
|
|
|
307,706
|
|
|
247,939
|
|
|||
Trendmaker Homes
|
413,090
|
|
|
310,730
|
|
|
253,825
|
|
|||
TRI Pointe Homes
|
796,958
|
|
|
1,073,592
|
|
|
927,247
|
|
|||
Winchester Homes
|
252,496
|
|
|
305,950
|
|
|
257,089
|
|
|||
Total homebuilding revenues
|
3,079,021
|
|
|
3,261,009
|
|
|
2,808,901
|
|
|||
Financial services
|
3,994
|
|
|
1,738
|
|
|
1,371
|
|
|||
Total
|
$
|
3,083,015
|
|
|
$
|
3,262,747
|
|
|
$
|
2,810,272
|
|
Income (loss) before taxes
|
|
|
|
|
|
|
|
|
|||
Maracay
|
$
|
21,040
|
|
|
$
|
23,281
|
|
|
$
|
23,987
|
|
Pardee Homes
|
198,463
|
|
|
191,793
|
|
|
198,738
|
|
|||
Quadrant Homes
|
3,951
|
|
|
38,366
|
|
|
32,671
|
|
|||
Trendmaker Homes
|
17,133
|
|
|
25,228
|
|
|
16,764
|
|
|||
TRI Pointe Homes
|
49,721
|
|
|
115,632
|
|
|
89,811
|
|
|||
Winchester Homes
|
11,243
|
|
|
23,981
|
|
|
15,472
|
|
|||
Corporate
|
(40,887
|
)
|
|
(65,889
|
)
|
|
(45,091
|
)
|
|||
Total homebuilding income before income taxes
|
260,664
|
|
|
352,392
|
|
|
332,352
|
|
|||
Financial services
|
10,423
|
|
|
9,673
|
|
|
7,466
|
|
|||
Total
|
$
|
271,087
|
|
|
$
|
362,065
|
|
|
$
|
339,818
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Real estate inventories
|
|
|
|
|
|
||
Maracay
|
$
|
338,259
|
|
|
$
|
293,217
|
|
Pardee Homes
|
1,218,384
|
|
|
1,286,877
|
|
||
Quadrant Homes
|
264,437
|
|
|
279,486
|
|
||
Trendmaker Homes
|
268,759
|
|
|
271,061
|
|
||
TRI Pointe Homes
|
737,662
|
|
|
812,799
|
|
||
Winchester Homes
|
237,935
|
|
|
272,619
|
|
||
Total
|
$
|
3,065,436
|
|
|
$
|
3,216,059
|
|
Total assets
|
|
|
|
|
|
||
Maracay
|
$
|
382,262
|
|
|
$
|
318,703
|
|
Pardee Homes
|
1,300,047
|
|
|
1,391,503
|
|
||
Quadrant Homes
|
331,187
|
|
|
313,947
|
|
||
Trendmaker Homes
|
353,610
|
|
|
325,943
|
|
||
TRI Pointe Homes
|
930,348
|
|
|
987,610
|
|
||
Winchester Homes
|
291,456
|
|
|
298,602
|
|
||
Corporate
|
241,357
|
|
|
228,010
|
|
||
Total homebuilding assets
|
3,830,267
|
|
|
3,864,318
|
|
||
Financial services
|
28,423
|
|
|
19,885
|
|
||
Total
|
$
|
3,858,690
|
|
|
$
|
3,884,203
|
|
3.
|
Earnings Per Share
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders
|
$
|
207,187
|
|
|
$
|
269,911
|
|
|
$
|
187,191
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Basic weighted-average shares outstanding
|
140,851,444
|
|
|
148,183,431
|
|
|
154,134,411
|
|
|||
Effect of dilutive shares:
|
|
|
|
|
|
||||||
Stock options and unvested restricted stock units
|
542,783
|
|
|
821,259
|
|
|
950,955
|
|
|||
Diluted weighted-average shares outstanding
|
141,394,227
|
|
|
149,004,690
|
|
|
155,085,366
|
|
|||
Earnings per share
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.47
|
|
|
$
|
1.82
|
|
|
$
|
1.21
|
|
Diluted
|
$
|
1.47
|
|
|
$
|
1.81
|
|
|
$
|
1.21
|
|
Antidilutive stock options not included in diluted earnings per share
|
2,636,982
|
|
|
1,645,816
|
|
|
3,288,340
|
|
4.
|
Receivables, Net
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Escrow proceeds and other accounts receivable, net
|
$
|
29,282
|
|
|
$
|
13,995
|
|
Warranty insurance receivable (Note 13)
|
39,994
|
|
|
37,597
|
|
||
Total receivables
|
$
|
69,276
|
|
|
$
|
51,592
|
|
5.
|
Real Estate Inventories
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Real estate inventories owned:
|
|
|
|
|
|
||
Homes completed or under construction
|
$
|
951,974
|
|
|
$
|
959,911
|
|
Land under development
|
1,641,354
|
|
|
1,743,537
|
|
||
Land held for future development
|
122,847
|
|
|
201,874
|
|
||
Model homes
|
275,204
|
|
|
238,828
|
|
||
Total real estate inventories owned
|
2,991,379
|
|
|
3,144,150
|
|
||
Real estate inventories not owned:
|
|
|
|
|
|
||
Land purchase and land option deposits
|
74,057
|
|
|
71,909
|
|
||
Total real estate inventories not owned
|
74,057
|
|
|
71,909
|
|
||
Total real estate inventories
|
$
|
3,065,436
|
|
|
$
|
3,216,059
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest incurred
|
$
|
89,691
|
|
|
$
|
91,631
|
|
|
$
|
84,264
|
|
Interest capitalized
|
(89,691
|
)
|
|
(91,631
|
)
|
|
(84,264
|
)
|
|||
Interest expensed
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capitalized interest in beginning inventory
|
$
|
184,400
|
|
|
$
|
176,348
|
|
|
$
|
157,329
|
|
Interest capitalized as a cost of inventory
|
89,691
|
|
|
91,631
|
|
|
84,264
|
|
|||
Interest previously capitalized as a cost of inventory, included in
cost of sales
|
(81,735
|
)
|
|
(83,579
|
)
|
|
(65,245
|
)
|
|||
Capitalized interest in ending inventory
|
$
|
192,356
|
|
|
$
|
184,400
|
|
|
$
|
176,348
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Real estate inventory impairments
|
$
|
10,078
|
|
|
$
|
—
|
|
|
$
|
854
|
|
Land and lot option abandonments and pre-acquisition costs
|
14,797
|
|
|
5,085
|
|
|
1,199
|
|
|||
Total
|
$
|
24,875
|
|
|
$
|
5,085
|
|
|
$
|
2,053
|
|
6.
|
Investments in Unconsolidated Entities
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
8,537
|
|
|
$
|
13,337
|
|
Receivables
|
7,393
|
|
|
4,674
|
|
||
Real estate inventories
|
116,760
|
|
|
99,864
|
|
||
Other assets
|
703
|
|
|
811
|
|
||
Total assets
|
$
|
133,393
|
|
|
$
|
118,686
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable and other liabilities
|
$
|
11,009
|
|
|
$
|
11,631
|
|
Company’s equity
|
11,745
|
|
|
5,410
|
|
||
Outside interests’ equity
|
110,639
|
|
|
101,645
|
|
||
Total liabilities and equity
|
$
|
133,393
|
|
|
$
|
118,686
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
30,691
|
|
|
$
|
28,745
|
|
|
$
|
24,247
|
|
Other operating expense
|
(16,981
|
)
|
|
(17,447
|
)
|
|
(13,904
|
)
|
|||
Other income
|
175
|
|
|
97
|
|
|
120
|
|
|||
Net income
|
$
|
13,885
|
|
|
$
|
11,395
|
|
|
$
|
10,463
|
|
Company’s equity in income (loss) of unconsolidated entities
|
$
|
9,264
|
|
|
$
|
8,124
|
|
|
$
|
(5,007
|
)
|
7.
|
Variable Interest Entities
|
|
December 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
|
42,896
|
|
|
440,974
|
|
|
N/A
|
|
|
41,198
|
|
|
433,720
|
|
|
N/A
|
|
||||||
Other land option agreements
|
31,161
|
|
|
358,345
|
|
|
N/A
|
|
|
30,711
|
|
|
307,498
|
|
|
N/A
|
|
||||||
Total
|
$
|
74,057
|
|
|
$
|
799,319
|
|
|
$
|
—
|
|
|
$
|
71,909
|
|
|
$
|
741,218
|
|
|
$
|
—
|
|
8.
|
Goodwill and Other Intangible Assets
|
|
December 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
|
|
|
(7,390
|
)
|
|
20,589
|
|
|
27,979
|
|
|
(6,856
|
)
|
|
21,123
|
|
||||||
Total
|
$
|
167,283
|
|
|
$
|
(7,390
|
)
|
|
$
|
159,893
|
|
|
$
|
167,283
|
|
|
$
|
(6,856
|
)
|
|
$
|
160,427
|
|
2020
|
$
|
534
|
|
2021
|
534
|
|
|
2022
|
534
|
|
|
2023
|
534
|
|
|
2024
|
534
|
|
|
Thereafter
|
619
|
|
|
Total
|
$
|
3,289
|
|
9.
|
Other Assets
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Prepaid expenses
|
$
|
24,070
|
|
|
$
|
31,983
|
|
Refundable fees and other deposits
|
30,242
|
|
|
12,376
|
|
||
Development rights, held for future use or sale
|
2,213
|
|
|
845
|
|
||
Deferred loan costs
|
4,345
|
|
|
2,424
|
|
||
Operating properties and equipment, net
|
57,803
|
|
|
54,198
|
|
||
Lease right-of-use assets
|
50,947
|
|
|
—
|
|
||
Other
|
3,805
|
|
|
3,425
|
|
||
Total
|
$
|
173,425
|
|
|
$
|
105,251
|
|
10.
|
Accrued Expenses and Other Liabilities
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accrued payroll and related costs
|
$
|
42,798
|
|
|
$
|
44,010
|
|
Warranty reserves (Note 13)
|
76,607
|
|
|
71,836
|
|
||
Estimated cost for completion of real estate inventories
|
90,899
|
|
|
114,928
|
|
||
Customer deposits
|
20,390
|
|
|
17,464
|
|
||
Income tax liability to Weyerhaeuser
|
346
|
|
|
6,577
|
|
||
Accrued income taxes payable
|
1,530
|
|
|
8,335
|
|
||
Liability for uncertain tax positions
|
486
|
|
|
972
|
|
||
Accrued interest
|
11,952
|
|
|
12,572
|
|
||
Other tax liabilities
|
8,448
|
|
|
21,892
|
|
||
Lease liabilities
|
56,125
|
|
|
—
|
|
||
Other
|
12,462
|
|
|
36,563
|
|
||
Total
|
$
|
322,043
|
|
|
$
|
335,149
|
|
11.
|
Senior Notes and Loans Payable
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
4.375% Senior Notes due June 15, 2019
|
$
|
—
|
|
|
$
|
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
|
(16,015
|
)
|
|
(21,091
|
)
|
||
Total
|
$
|
1,033,985
|
|
|
$
|
1,410,804
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Term loan facility
|
$
|
250,000
|
|
|
$
|
—
|
|
Unsecured revolving credit facility
|
—
|
|
|
—
|
|
||
Total
|
$
|
250,000
|
|
|
$
|
—
|
|
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
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Hierarchy
|
|
Book Value
|
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
||||||||
Senior Notes (1)
|
Level 2
|
|
$
|
1,045,072
|
|
|
$
|
1,104,750
|
|
|
$
|
1,425,397
|
|
|
$
|
1,308,826
|
|
Term loan (2)
|
Level 2
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The book value of the Senior Notes is net of discounts, excluding deferred loan costs of $11.1 million and $14.6 million as of December 31, 2019 and 2018, respectively. The estimated fair value of our Senior Notes at December 31, 2019 and 2018 is based on quoted market prices.
|
(2)
|
The estimated fair value of the Term Loan Facility as of December 31, 2019 approximated book value due to the variable interest rate terms of these loans.
|
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||
|
Hierarchy
|
|
Impairment
Charge |
|
Fair Value
Net of Impairment |
|
Impairment
Charge |
|
Fair Value
Net of Impairment |
||||||||
Real estate inventories (1)
|
Level 3
|
|
$
|
10,078
|
|
|
$
|
9,735
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Fair value of real estate inventories, net of impairment charges represents only those assets whose carrying values were adjusted to fair value in the respective periods presented.
|
13.
|
Commitments and Contingencies
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Warranty reserves, beginning of period
|
$
|
71,836
|
|
|
$
|
69,373
|
|
|
$
|
83,135
|
|
Warranty reserves accrued
|
27,537
|
|
|
25,340
|
|
|
13,336
|
|
|||
Adjustments to pre-existing reserves
|
(427
|
)
|
|
(4,286
|
)
|
|
(9,354
|
)
|
|||
Warranty expenditures
|
(22,339
|
)
|
|
(18,591
|
)
|
|
(17,744
|
)
|
|||
Warranty reserves, end of period
|
$
|
76,607
|
|
|
$
|
71,836
|
|
|
$
|
69,373
|
|
|
Year Ended December 31, 2019
|
||
Lease Cost
|
|
||
Operating lease cost (included in SG&A expense)
|
$
|
9,228
|
|
Ground lease cost (included in other operations expense)
|
2,434
|
|
|
Sublease income, ground leases (included in other operations revenue)
|
(2,470
|
)
|
|
Net lease cost
|
$
|
9,192
|
|
|
|
||
Other information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating lease cash flows (included in operating cash flows)
|
$
|
6,513
|
|
Ground lease cash flows (included in operating cash flows)
|
$
|
2,434
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
2,473
|
|
|
December 31, 2019
|
|
Weighted-average discount rate:
|
|
|
Operating leases
|
5.9
|
%
|
Ground leases
|
10.2
|
%
|
Weighted-average remaining lease term (in years):
|
|
|
Operating leases
|
6.1
|
|
Ground leases
|
48.1
|
|
|
Property, Equipment and Other Leases
|
|
Ground Leases (1)
|
||||
2020
|
$
|
8,592
|
|
|
$
|
2,984
|
|
2021
|
7,192
|
|
|
2,984
|
|
||
2022
|
5,598
|
|
|
2,984
|
|
||
2023
|
4,492
|
|
|
2,984
|
|
||
2024
|
2,768
|
|
|
2,984
|
|
||
Thereafter
|
6,403
|
|
|
81,282
|
|
||
Total operating lease payments
|
$
|
35,045
|
|
|
$
|
96,202
|
|
Less: Interest
|
5,804
|
|
|
69,318
|
|
||
Present value of operating lease liabilities
|
$
|
29,241
|
|
|
$
|
26,884
|
|
14.
|
Stock-Based Compensation
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total stock-based compensation
|
$
|
14,806
|
|
|
$
|
14,814
|
|
|
$
|
15,906
|
|
|
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
|
(58,937
|
)
|
|
$
|
7.84
|
|
|
|
|
|
|||
Forfeited
|
(3,625
|
)
|
|
$
|
14.29
|
|
|
|
|
|
|||
Options outstanding at December 31, 2019
|
891,343
|
|
|
$
|
15.03
|
|
|
3.4
|
|
|
$
|
994
|
|
Options exercisable at December 31, 2019
|
891,343
|
|
|
$
|
15.03
|
|
|
3.4
|
|
|
$
|
994
|
|
15.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
|
||||
Federal
|
$
|
38,782
|
|
|
$
|
70,098
|
|
|
$
|
95,814
|
|
State
|
7,253
|
|
|
10,941
|
|
|
8,961
|
|
|||
Total current taxes
|
46,035
|
|
|
81,039
|
|
|
104,775
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
9,698
|
|
|
(350
|
)
|
|
37,151
|
|
|||
State
|
8,167
|
|
|
9,863
|
|
|
10,341
|
|
|||
Total deferred taxes
|
17,865
|
|
|
9,513
|
|
|
47,492
|
|
|||
Total income tax expense
|
$
|
63,900
|
|
|
$
|
90,552
|
|
|
$
|
152,267
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Taxes at the U.S. federal statutory rate
|
$
|
56,935
|
|
|
$
|
76,009
|
|
|
$
|
118,936
|
|
State income taxes, net of federal tax impact
|
10,221
|
|
|
13,603
|
|
|
10,712
|
|
|||
Domestic production activities deduction
|
—
|
|
|
—
|
|
|
(7,108
|
)
|
|||
Non-deductible transaction costs
|
145
|
|
|
234
|
|
|
541
|
|
|||
Change in valuation allowance
|
(3
|
)
|
|
—
|
|
|
3,256
|
|
|||
Tax Cuts and Jobs Act
|
—
|
|
|
(740
|
)
|
|
21,961
|
|
|||
Federal energy credits
|
(6,873
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
3,475
|
|
|
1,446
|
|
|
3,969
|
|
|||
Total income tax expense
|
$
|
63,900
|
|
|
$
|
90,552
|
|
|
$
|
152,267
|
|
Effective income tax rate
|
23.6
|
%
|
|
25.0
|
%
|
|
44.8
|
%
|
|
Year Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|||
Impairment and other valuation reserves
|
$
|
31,781
|
|
|
$
|
37,573
|
|
Incentive compensation
|
5,818
|
|
|
5,946
|
|
||
Indirect costs capitalized
|
21,160
|
|
|
20,348
|
|
||
Operating lease liability
|
14,210
|
|
|
—
|
|
||
Net operating loss carryforwards (state)
|
13,254
|
|
|
18,702
|
|
||
State taxes
|
1,315
|
|
|
2,275
|
|
||
Other costs and expenses
|
10,909
|
|
|
10,848
|
|
||
Gross deferred tax assets
|
98,447
|
|
|
95,692
|
|
||
Valuation allowance
|
(3,450
|
)
|
|
(3,449
|
)
|
||
Deferred tax assets, net of valuation allowance
|
94,997
|
|
|
92,243
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Interest capitalized
|
(7,944
|
)
|
|
(7,355
|
)
|
||
Basis difference in inventory
|
(6,982
|
)
|
|
(8,170
|
)
|
||
Fixed assets
|
(10,766
|
)
|
|
(2,473
|
)
|
||
Intangibles
|
(5,062
|
)
|
|
(5,187
|
)
|
||
Operating lease asset
|
(13,131
|
)
|
|
—
|
|
||
Deferred financing costs
|
(757
|
)
|
|
(802
|
)
|
||
Other
|
(451
|
)
|
|
(488
|
)
|
||
Deferred tax liabilities
|
(45,093
|
)
|
|
(24,475
|
)
|
||
Net deferred tax assets
|
$
|
49,904
|
|
|
$
|
67,768
|
|
|
Year Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance at beginning of year
|
$
|
1,014
|
|
|
$
|
1,521
|
|
Increase (decrease) related to prior year tax positions
|
(507
|
)
|
|
(507
|
)
|
||
Balance at end of year
|
$
|
507
|
|
|
$
|
1,014
|
|
16.
|
Related Party Transactions
|
17.
|
Supplemental Disclosure to Consolidated Statement of Cash Flow
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
||||
Interest paid (capitalized), net
|
$
|
(5,660
|
)
|
|
$
|
19,548
|
|
|
$
|
(18,274
|
)
|
Income taxes
|
$
|
154,730
|
|
|
$
|
102,149
|
|
|
$
|
74,388
|
|
Supplemental disclosures of noncash activities:
|
|
|
|
|
|
|
|
|
|||
Accrued liabilities related to the purchase of operating properties
and equipment
|
$
|
—
|
|
|
$
|
685
|
|
|
$
|
—
|
|
Amortization of senior note discount capitalized to real estate
inventory
|
$
|
1,570
|
|
|
$
|
2,112
|
|
|
$
|
2,048
|
|
Amortization of deferred loan costs capitalized to real estate
inventory
|
$
|
4,148
|
|
|
$
|
5,927
|
|
|
$
|
5,578
|
|
Increase in other assets related to adoption of ASC 606
|
$
|
—
|
|
|
$
|
39,534
|
|
|
$
|
—
|
|
Effect of net consolidation and de-consolidation of variable
interest entities:
|
|
|
|
|
|
|
|
|
|||
Decrease in consolidated real estate inventory
not owned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17,485
|
)
|
Increase in noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,485
|
|
18.
|
Supplemental Guarantor Information
|
|
December 31, 2019
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
186,200
|
|
|
$
|
142,811
|
|
|
$
|
—
|
|
|
$
|
329,011
|
|
Receivables
|
26,016
|
|
|
43,260
|
|
|
—
|
|
|
69,276
|
|
||||
Intercompany receivables
|
576,846
|
|
|
—
|
|
|
(576,846
|
)
|
|
—
|
|
||||
Real estate inventories
|
737,662
|
|
|
2,327,774
|
|
|
—
|
|
|
3,065,436
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
11,745
|
|
|
—
|
|
|
11,745
|
|
||||
Goodwill and other intangible assets, net
|
156,604
|
|
|
3,289
|
|
|
—
|
|
|
159,893
|
|
||||
Investments in subsidiaries
|
1,870,885
|
|
|
—
|
|
|
(1,870,885
|
)
|
|
—
|
|
||||
Deferred tax assets, net
|
9,020
|
|
|
40,884
|
|
|
—
|
|
|
49,904
|
|
||||
Other assets
|
14,676
|
|
|
158,749
|
|
|
—
|
|
|
173,425
|
|
||||
Total Assets
|
$
|
3,577,909
|
|
|
$
|
2,728,512
|
|
|
$
|
(2,447,731
|
)
|
|
$
|
3,858,690
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
14,915
|
|
|
$
|
51,205
|
|
|
$
|
—
|
|
|
$
|
66,120
|
|
Intercompany payables
|
—
|
|
|
576,846
|
|
|
(576,846
|
)
|
|
—
|
|
||||
Accrued expenses and other liabilities
|
92,479
|
|
|
229,564
|
|
|
—
|
|
|
322,043
|
|
||||
Loans payable
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||
Senior notes, net
|
1,033,985
|
|
|
—
|
|
|
—
|
|
|
1,033,985
|
|
||||
Total Liabilities
|
1,391,379
|
|
|
857,615
|
|
|
(576,846
|
)
|
|
1,672,148
|
|
||||
Equity
|
|
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
2,186,530
|
|
|
1,870,885
|
|
|
(1,870,885
|
)
|
|
2,186,530
|
|
||||
Noncontrolling interests
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Total Equity
|
2,186,530
|
|
|
1,870,897
|
|
|
(1,870,885
|
)
|
|
2,186,542
|
|
||||
Total Liabilities and Equity
|
$
|
3,577,909
|
|
|
$
|
2,728,512
|
|
|
$
|
(2,447,731
|
)
|
|
$
|
3,858,690
|
|
|
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, net
|
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
|
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Homebuilding:
|
|
|
|
|
|
|
|
||||||||
Home sales revenue
|
$
|
796,959
|
|
|
$
|
2,272,416
|
|
|
$
|
—
|
|
|
$
|
3,069,375
|
|
Land and lot sales revenue
|
—
|
|
|
7,176
|
|
|
—
|
|
|
7,176
|
|
||||
Other operations revenue
|
—
|
|
|
2,470
|
|
|
—
|
|
|
2,470
|
|
||||
Total revenues
|
796,959
|
|
|
2,282,062
|
|
|
—
|
|
|
3,079,021
|
|
||||
Cost of home sales
|
670,545
|
|
|
1,792,163
|
|
|
—
|
|
|
2,462,708
|
|
||||
Cost of land and lot sales
|
—
|
|
|
7,711
|
|
|
—
|
|
|
7,711
|
|
||||
Other operations expense
|
—
|
|
|
2,434
|
|
|
—
|
|
|
2,434
|
|
||||
Sales and marketing
|
42,432
|
|
|
152,716
|
|
|
—
|
|
|
195,148
|
|
||||
General and administrative
|
80,798
|
|
|
76,363
|
|
|
—
|
|
|
157,161
|
|
||||
Homebuilding income from operations
|
3,184
|
|
|
250,675
|
|
|
—
|
|
|
253,859
|
|
||||
Equity in loss of unconsolidated entities
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
||||
Other income, net
|
6,188
|
|
|
669
|
|
|
—
|
|
|
6,857
|
|
||||
Homebuilding income before taxes
|
9,372
|
|
|
251,292
|
|
|
—
|
|
|
260,664
|
|
||||
Financial Services:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
—
|
|
|
3,994
|
|
|
—
|
|
|
3,994
|
|
||||
Expenses
|
—
|
|
|
2,887
|
|
|
—
|
|
|
2,887
|
|
||||
Equity in income of unconsolidated entities
|
—
|
|
|
9,316
|
|
|
—
|
|
|
9,316
|
|
||||
Financial services income before taxes
|
—
|
|
|
10,423
|
|
|
—
|
|
|
10,423
|
|
||||
Income before taxes
|
9,372
|
|
|
261,715
|
|
|
—
|
|
|
271,087
|
|
||||
Provision for income taxes
|
(2,323
|
)
|
|
(61,577
|
)
|
|
—
|
|
|
(63,900
|
)
|
||||
Equity of net income (loss) of subsidiaries
|
200,138
|
|
|
—
|
|
|
(200,138
|
)
|
|
—
|
|
||||
Net income (loss) available to common stockholders
|
$
|
207,187
|
|
|
$
|
200,138
|
|
|
$
|
(200,138
|
)
|
|
$
|
207,187
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Homebuilding:
|
|
|
|
|
|
|
|
||||||||
Home sales revenue
|
$
|
1,073,592
|
|
|
$
|
2,170,495
|
|
|
$
|
—
|
|
|
$
|
3,244,087
|
|
Land and lot sales revenue
|
—
|
|
|
8,758
|
|
|
—
|
|
|
8,758
|
|
||||
Other operations revenue
|
—
|
|
|
8,164
|
|
|
—
|
|
|
8,164
|
|
||||
Total revenues
|
1,073,592
|
|
|
2,187,417
|
|
|
—
|
|
|
3,261,009
|
|
||||
Cost of home sales
|
877,928
|
|
|
1,658,971
|
|
|
—
|
|
|
2,536,899
|
|
||||
Cost of land and lot sales
|
17,500
|
|
|
7,935
|
|
|
—
|
|
|
25,435
|
|
||||
Other operations expense
|
—
|
|
|
3,174
|
|
|
—
|
|
|
3,174
|
|
||||
Sales and marketing
|
48,593
|
|
|
138,674
|
|
|
—
|
|
|
187,267
|
|
||||
General and administrative
|
78,669
|
|
|
76,361
|
|
|
—
|
|
|
155,030
|
|
||||
Homebuilding income from operations
|
50,902
|
|
|
302,302
|
|
|
—
|
|
|
353,204
|
|
||||
Equity in loss of unconsolidated entities
|
—
|
|
|
(393
|
)
|
|
—
|
|
|
(393
|
)
|
||||
Other (loss) income, net
|
(623
|
)
|
|
204
|
|
|
—
|
|
|
(419
|
)
|
||||
Homebuilding income before taxes
|
50,279
|
|
|
302,113
|
|
|
—
|
|
|
352,392
|
|
||||
Financial Services:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
—
|
|
|
1,738
|
|
|
—
|
|
|
1,738
|
|
||||
Expenses
|
—
|
|
|
582
|
|
|
—
|
|
|
582
|
|
||||
Equity in income of unconsolidated entities
|
—
|
|
|
8,517
|
|
|
—
|
|
|
8,517
|
|
||||
Financial services income before taxes
|
—
|
|
|
9,673
|
|
|
—
|
|
|
9,673
|
|
||||
Income before taxes
|
50,279
|
|
|
311,786
|
|
|
—
|
|
|
362,065
|
|
||||
Provision for income taxes
|
(13,084
|
)
|
|
(77,468
|
)
|
|
—
|
|
|
(90,552
|
)
|
||||
Equity of net income (loss) of subsidiaries
|
232,716
|
|
|
—
|
|
|
(232,716
|
)
|
|
—
|
|
||||
Net income (loss)
|
269,911
|
|
|
234,318
|
|
|
(232,716
|
)
|
|
271,513
|
|
||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(1,602
|
)
|
|
—
|
|
|
(1,602
|
)
|
||||
Net income (loss) available to common stockholders
|
$
|
269,911
|
|
|
$
|
232,716
|
|
|
$
|
(232,716
|
)
|
|
$
|
269,911
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Homebuilding:
|
|
|
|
|
|
|
|
||||||||
Home sales revenue
|
$
|
927,247
|
|
|
$
|
1,805,052
|
|
|
$
|
—
|
|
|
$
|
2,732,299
|
|
Land and lot sales revenue
|
—
|
|
|
74,269
|
|
|
—
|
|
|
74,269
|
|
||||
Other operations revenue
|
—
|
|
|
2,333
|
|
|
—
|
|
|
2,333
|
|
||||
Total revenues
|
927,247
|
|
|
1,881,654
|
|
|
—
|
|
|
2,808,901
|
|
||||
Cost of home sales
|
780,732
|
|
|
1,392,519
|
|
|
—
|
|
|
2,173,251
|
|
||||
Cost of land and lot sales
|
—
|
|
|
14,888
|
|
|
—
|
|
|
14,888
|
|
||||
Other operations expense
|
—
|
|
|
2,298
|
|
|
—
|
|
|
2,298
|
|
||||
Sales and marketing
|
34,286
|
|
|
102,780
|
|
|
—
|
|
|
137,066
|
|
||||
General and administrative
|
67,006
|
|
|
70,758
|
|
|
—
|
|
|
137,764
|
|
||||
Homebuilding income from operations
|
45,223
|
|
|
298,411
|
|
|
—
|
|
|
343,634
|
|
||||
Equity in loss of unconsolidated entities
|
—
|
|
|
(11,433
|
)
|
|
—
|
|
|
(11,433
|
)
|
||||
Other income, net
|
38
|
|
|
113
|
|
|
—
|
|
|
151
|
|
||||
Homebuilding income before taxes
|
45,261
|
|
|
287,091
|
|
|
—
|
|
|
332,352
|
|
||||
Financial Services:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
—
|
|
|
1,371
|
|
|
—
|
|
|
1,371
|
|
||||
Expenses
|
—
|
|
|
331
|
|
|
—
|
|
|
331
|
|
||||
Equity in income of unconsolidated entities
|
—
|
|
|
6,426
|
|
|
—
|
|
|
6,426
|
|
||||
Financial services income before taxes
|
—
|
|
|
7,466
|
|
|
—
|
|
|
7,466
|
|
||||
Income before taxes
|
45,261
|
|
|
294,557
|
|
|
—
|
|
|
339,818
|
|
||||
Provision for income taxes
|
(22,501
|
)
|
|
(129,766
|
)
|
|
—
|
|
|
(152,267
|
)
|
||||
Equity of net income (loss) of subsidiaries
|
164,431
|
|
|
—
|
|
|
(164,431
|
)
|
|
—
|
|
||||
Net income (loss)
|
187,191
|
|
|
164,791
|
|
|
(164,431
|
)
|
|
187,551
|
|
||||
Net income attributable to noncontrolling interests
|
—
|
|
|
(360
|
)
|
|
—
|
|
|
(360
|
)
|
||||
Net income (loss) available to common stockholders
|
$
|
187,191
|
|
|
$
|
164,431
|
|
|
$
|
(164,431
|
)
|
|
$
|
187,191
|
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
TRI Pointe Group, Inc. |
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
88,832
|
|
|
$
|
227,148
|
|
|
$
|
—
|
|
|
$
|
315,980
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(9,469
|
)
|
|
(20,813
|
)
|
|
—
|
|
|
(30,282
|
)
|
||||
Proceeds from sale of property and equipment
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
(7,022
|
)
|
|
—
|
|
|
(7,022
|
)
|
||||
Intercompany
|
186,115
|
|
|
—
|
|
|
(186,115
|
)
|
|
—
|
|
||||
Net cash paid for acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net cash provided by (used in) investing activities
|
176,646
|
|
|
(27,789
|
)
|
|
(186,115
|
)
|
|
(37,258
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings from debt
|
400,000
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
||||
Repayment of debt
|
(531,895
|
)
|
|
—
|
|
|
—
|
|
|
(531,895
|
)
|
||||
Debt issuance costs
|
(3,125
|
)
|
|
—
|
|
|
—
|
|
|
(3,125
|
)
|
||||
Proceeds from issuance of common stock under share-based
awards |
449
|
|
|
—
|
|
|
—
|
|
|
449
|
|
||||
Minimum tax withholding paid on behalf of employees for
share-based awards |
(3,612
|
)
|
|
—
|
|
|
—
|
|
|
(3,612
|
)
|
||||
Share repurchases
|
(89,224
|
)
|
|
—
|
|
|
—
|
|
|
(89,224
|
)
|
||||
Intercompany
|
—
|
|
|
(186,115
|
)
|
|
186,115
|
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(227,407
|
)
|
|
(186,115
|
)
|
|
186,115
|
|
|
(227,407
|
)
|
||||
Net increase in cash and cash equivalents
|
38,071
|
|
|
13,244
|
|
|
—
|
|
|
51,315
|
|
||||
Cash and cash equivalents - beginning of year
|
148,129
|
|
|
129,567
|
|
|
—
|
|
|
277,696
|
|
||||
Cash and cash equivalents - end of year
|
$
|
186,200
|
|
|
$
|
142,811
|
|
|
$
|
—
|
|
|
$
|
329,011
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
156,976
|
|
|
$
|
153,686
|
|
|
$
|
—
|
|
|
$
|
310,662
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(8,038
|
)
|
|
(23,613
|
)
|
|
—
|
|
|
(31,651
|
)
|
||||
Proceeds from sale of property and equipment
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
(2,274
|
)
|
|
—
|
|
|
(2,274
|
)
|
||||
Intercompany
|
40,781
|
|
|
—
|
|
|
(40,781
|
)
|
|
—
|
|
||||
Net cash paid for acquisition
|
—
|
|
|
(61,495
|
)
|
|
—
|
|
|
(61,495
|
)
|
||||
Net cash provided by (used in) investing activities
|
32,743
|
|
|
(87,374
|
)
|
|
(40,781
|
)
|
|
(95,412
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings from debt
|
125,000
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
||||
Repayment of debt
|
(193,105
|
)
|
|
—
|
|
|
—
|
|
|
(193,105
|
)
|
||||
Distributions to noncontrolling interests
|
—
|
|
|
(2,194
|
)
|
|
—
|
|
|
(2,194
|
)
|
||||
Proceeds from issuance of common stock under share-based
awards
|
1,943
|
|
|
—
|
|
|
—
|
|
|
1,943
|
|
||||
Minimum tax withholding paid on behalf of employees for
share-based awards
|
(6,049
|
)
|
|
—
|
|
|
—
|
|
|
(6,049
|
)
|
||||
Share repurchases
|
(146,063
|
)
|
|
—
|
|
|
—
|
|
|
(146,063
|
)
|
||||
Intercompany
|
—
|
|
|
(40,781
|
)
|
|
40,781
|
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(218,274
|
)
|
|
(42,975
|
)
|
|
40,781
|
|
|
(220,468
|
)
|
||||
Net decrease in cash and cash equivalents
|
(28,555
|
)
|
|
23,337
|
|
|
—
|
|
|
(5,218
|
)
|
||||
Cash and cash equivalents - beginning of year
|
176,684
|
|
|
106,230
|
|
|
—
|
|
|
282,914
|
|
||||
Cash and cash equivalents - end of year
|
$
|
148,129
|
|
|
$
|
129,567
|
|
|
$
|
—
|
|
|
$
|
277,696
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Consolidated
TRI Pointe
Group, Inc.
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
73,208
|
|
|
$
|
28,466
|
|
|
$
|
—
|
|
|
$
|
101,674
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(1,424
|
)
|
|
(1,181
|
)
|
|
—
|
|
|
(2,605
|
)
|
||||
Proceeds from sale of property and equipment
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Investments in unconsolidated entities
|
—
|
|
|
(980
|
)
|
|
—
|
|
|
(980
|
)
|
||||
Intercompany
|
(14,163
|
)
|
|
—
|
|
|
14,163
|
|
|
—
|
|
||||
Net cash (used in) provided by investing activities
|
(15,587
|
)
|
|
(2,155
|
)
|
|
14,163
|
|
|
(3,579
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Borrowings from debt
|
500,000
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
||||
Repayment of debt
|
(413,726
|
)
|
|
—
|
|
|
—
|
|
|
(413,726
|
)
|
||||
Debt issuance costs
|
(5,957
|
)
|
|
—
|
|
|
—
|
|
|
(5,957
|
)
|
||||
Distributions to Weyerhaeuser
|
—
|
|
|
(1,333
|
)
|
|
—
|
|
|
(1,333
|
)
|
||||
Proceeds from issuance of common stock under share-based awards
|
12,291
|
|
|
—
|
|
|
—
|
|
|
12,291
|
|
||||
Minimum tax withholding paid on behalf of employees for share-based awards
|
(2,896
|
)
|
|
—
|
|
|
—
|
|
|
(2,896
|
)
|
||||
Share repurchases
|
(112,217
|
)
|
|
—
|
|
|
—
|
|
|
(112,217
|
)
|
||||
Intercompany
|
—
|
|
|
14,163
|
|
|
(14,163
|
)
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
(22,505
|
)
|
|
12,830
|
|
|
(14,163
|
)
|
|
(23,838
|
)
|
||||
Net increase in cash and cash equivalents
|
35,116
|
|
|
39,141
|
|
|
—
|
|
|
74,257
|
|
||||
Cash and cash equivalents - beginning of year
|
141,568
|
|
|
67,089
|
|
|
—
|
|
|
208,657
|
|
||||
Cash and cash equivalents - end of year
|
$
|
176,684
|
|
|
$
|
106,230
|
|
|
$
|
—
|
|
|
$
|
282,914
|
|
19.
|
Results of Quarterly Operations (Unaudited)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2019
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
Total revenues(1)
|
$
|
494,632
|
|
|
$
|
698,714
|
|
|
$
|
748,395
|
|
|
$
|
1,141,274
|
|
Cost of homes sales and other(2)
|
423,621
|
|
|
580,873
|
|
|
578,731
|
|
|
889,628
|
|
||||
Gross margin
|
$
|
71,011
|
|
|
$
|
117,841
|
|
|
$
|
169,664
|
|
|
$
|
251,646
|
|
Net income
|
$
|
71
|
|
|
$
|
26,262
|
|
|
$
|
62,861
|
|
|
$
|
117,993
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common stockholders
|
$
|
71
|
|
|
$
|
26,262
|
|
|
$
|
62,861
|
|
|
$
|
117,993
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.45
|
|
|
$
|
0.85
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.44
|
|
|
$
|
0.85
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2018
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
Total revenues(1)
|
$
|
583,676
|
|
|
$
|
771,303
|
|
|
$
|
775,071
|
|
|
$
|
1,132,697
|
|
Cost of homes sales and other(2)
|
451,607
|
|
|
606,111
|
|
|
609,877
|
|
|
897,913
|
|
||||
Gross margin
|
$
|
132,069
|
|
|
$
|
165,192
|
|
|
$
|
165,194
|
|
|
$
|
234,784
|
|
Net income
|
$
|
42,880
|
|
|
$
|
63,680
|
|
|
$
|
63,969
|
|
|
$
|
100,984
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,602
|
)
|
||||
Net income available to common stockholders
|
$
|
42,880
|
|
|
$
|
63,680
|
|
|
$
|
63,969
|
|
|
$
|
99,382
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.28
|
|
|
$
|
0.42
|
|
|
$
|
0.43
|
|
|
$
|
0.70
|
|
Diluted
|
$
|
0.28
|
|
|
$
|
0.42
|
|
|
$
|
0.43
|
|
|
$
|
0.70
|
|
Item 16.
|
Form 10-K Summary
|
|
TRI Pointe Group, Inc.
|
||
|
|
|
|
|
By:
|
|
/s/ Douglas F. Bauer
|
|
|
|
Douglas F. Bauer
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date: February 19, 2020
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Steven J. Gilbert
|
|
Chairman of the Board, Director
|
|
February 19, 2020
|
Steven J. Gilbert
|
|
|
|
|
|
|
|
||
/s/ Douglas F. Bauer
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 19, 2020
|
Douglas F. Bauer
|
|
|
|
|
|
|
|
||
/s/ Glenn J. Keeler
|
|
Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 19, 2020
|
Glenn J. Keeler
|
|
|
|
|
|
|
|
|
|
/s/ Lawrence B. Burrows
|
|
Director
|
|
February 19, 2020
|
Lawrence B. Burrows
|
|
|
|
|
|
|
|
||
/s/ Daniel S. Fulton
|
|
Director
|
|
February 19, 2020
|
Daniel S. Fulton
|
|
|
|
|
|
|
|
||
/s/ Constance B. Moore
|
|
Director
|
|
February 19, 2020
|
Constance B. Moore
|
|
|
|
|
|
|
|
|
|
/s/ Vicki D. McWilliams
|
|
Director
|
|
February 19, 2020
|
Vicki D. McWilliams
|
|
|
|
|
|
|
|
||
/s/ Thomas B. Rogers
|
|
Director
|
|
February 19, 2020
|
Thomas B. Rogers
|
|
|
|
•
|
Voting Rights. Each outstanding share of common stock entitles its holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. There are no cumulative voting rights. Generally, all matters to be voted on by stockholders must be approved by the vote of the holders of stock having a majority of the votes that could be cast by the holders of all stock entitled to vote on such matters that are present in person or by proxy at the meeting, except that (i) in an “uncontested election”, our directors are elected by a majority of the votes cast in the election of directors and (ii) in all director elections other than “uncontested elections”, our directors are elected by a plurality of the votes cast in the election of directors. “Uncontested elections” are defined as any meeting of stockholders at which directors are to be elected where the number of nominees does not exceed the number of directors to be elected. We do not have a classified board of directors.
|
•
|
Dividends. Subject to the rights of the holders of any preferred stock which may be outstanding from time to time, the holders of common stock are entitled to receive dividends as, when and if dividends are declared by our board of directors out of assets legally available for the payment of dividends. We currently intend to retain our future earnings, if any, to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as our board of directors deems relevant.
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•
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Liquidation. In the event of a liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, after payment of liabilities and obligations to creditors and any holders of preferred stock, our remaining assets will be distributed ratably among our stockholders on a per share basis.
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•
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Rights and Preferences. Our common stock has no preemptive, redemption, conversion or subscription rights. The rights, powers, preferences and privileges of our stockholders are subject to, and may be
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•
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Merger. In the event that we merge or consolidate with or into another entity, holders of each share of our common stock will be entitled to receive the same per share consideration.
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authorize our board of directors, without further action by our stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series and establish the rights and other terms of that series;
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•
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require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;
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specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors or our chief executive officer;
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establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a meeting of our stockholders;
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provide that our bylaws may be amended by our board of directors without stockholder approval;
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allow the directors to establish the size of our board of directors by action of the board, subject to a minimum of three members;
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provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of directors may be filled only by a majority of directors then in office, even though less than a quorum;
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do not give our stockholders cumulative voting rights with respect to the election of directors; and
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prohibit us from engaging in certain business combinations with any “interested stockholder” unless specified conditions are satisfied, as described in “—Selected Provisions of Delaware Law.”
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prior to the time that person became an interested stockholder, our board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder;
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upon the consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the Company outstanding at the time the transaction commenced, excluding certain shares; or
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at or subsequent to the time the person became an interested stockholder, the business combination is approved by our board of directors and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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The Employee Retirement Income Security Act of 1974, as amended (as modified below);
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Statutory Provisions Regarding the Confidentiality of AIDS Information – Cal. Health & Safety Code § 120775 et seq.;
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Statutory Provision Regarding California Family and Medical Leave – Cal. Lab. Code § 233;
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Statutory Provisions Regarding California Electronic Monitoring of Employees – Cal. Lab. Code § 435;
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The California Occupational Safety and Health Act, as amended, California Labor Code § 6300 et seq., and any applicable regulations thereunder;
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California Obligations of Investigative Consumer Reporting Agencies Law – Cal. Civ. Code § 1786.10 et seq.;
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California Domestic Violence Victim Employment Leave Law – Cal. Lab. Code § 230.1;
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Los Angeles AIDS-Based Discrimination Ordinance, Los Angeles Municipal Ordinance §45.80 et seq.;
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Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;
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•
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Any Claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
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(a)
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The participant must provide the Company with written notice of his or her intent to retire on a form provided by the Company electing Retirement treatment under this Plan (a “Retirement Notice”) at least 180 days prior to the participant’s anticipated date of Retirement, as stated in the Retirement Notice. During this period, the participant shall remain an at-will employee and must remain in good standing and continue to meet all applicable performance standards, as determined by the Company.
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(b)
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The participant must execute a separation agreement and general release in a form acceptable to the Company.
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(c)
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The participant’s length of service with the Company and its Subsidiaries shall be determined by the Company.
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Cabin Branch Commons, LLC (Maryland)
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Maracay 91, L.L.C. (Arizona)
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Maracay Construction, L.L.C. (Arizona)
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Maracay Homes, L.L.C. (Arizona)
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Maracay Realty, L.L.C. (Arizona)
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Maracay Rio Rancho, L.L.C. (Arizona)
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Maracay VR, LLC (Arizona)
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Maracay WH, L.L.C. (Arizona)
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Pardee Homes (California)
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Pardee Homes of Nevada (Nevada)
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Quadrant Real Estate, LLC (Washington)
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The Quadrant Corporation (Washington)
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Trendmaker Clear Lake, LLC (Texas)
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Trendmaker Homes Active, L.L.C. (Texas)
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Trendmaker Homes DFW, L.L.C. (Texas)
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Trendmaker Homes Holdings, L.L.C. (Texas)
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Trendmaker Homes, Inc. (Texas)
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Trendmaker LAC GP, LLC (Texas)
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Trendmaker LAC LP, LLC (Texas)
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TRI Pointe Advantage Insurance Services, Inc. (Delaware)
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TRI Pointe Assurance, Inc. (Texas)
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TRI Pointe Communities, Inc. (Delaware)
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TRI Pointe Connect, L.L.C. (Delaware)
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TRI Pointe Contractors, LP (Delaware)
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TRI Pointe Holdings, Inc. (Washington)
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TRI Pointe Homes, Inc. (Delaware)
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TRI Pointe Solutions, Inc. (Delaware)
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Winchester Homes Inc. (Delaware)
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1.
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Registration Statement (Form S-8 No. 333-186403, as amended, and Form S-8 No. 333-200185, as amended) pertaining to the 2013 Long-Term Incentive Plan of TRI Pointe Group, Inc., and
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2.
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Registration Statement (Form S-8 No. 333-197461, as amended) pertaining to the Weyerhaeuser Real Estate Company 2004 Long-Term Incentive Plan and the Weyerhaeuser Real Estate Company 2013 Long-Term Incentive Plan;
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(1)
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I have reviewed this annual report on Form 10-K 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;
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(4)
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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(5)
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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):
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a.
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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
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b.
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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.
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Date:
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February 19, 2020
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/s/ Douglas F. Bauer
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Douglas F. Bauer
Chief Executive Officer (Principal Executive Officer)
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(1)
|
I have reviewed this annual report on Form 10-K of TRI Pointe Group, Inc.;
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(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;
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(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;
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(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;
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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;
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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
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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
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(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
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b.
|
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.
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Date:
|
February 19, 2020
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|
/s/ Glenn J. Keeler
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Glenn J. Keeler
Chief Financial Officer (Principal Financial Officer)
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1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
|
February 19, 2020
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|
/s/ Douglas F. Bauer
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Douglas F. Bauer
Chief Executive Officer (Principal Executive Officer)
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1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
|
February 19, 2020
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|
/s/ Glenn J. Keeler
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Glenn J. Keeler
Chief Financial Officer (Principal Financial Officer)
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