x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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Delaware
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23-1739078
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(State or other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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8601 N. Scottsdale Rd., Suite 225, Scottsdale, Arizona
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85253
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(Address of Principal Executive Offices)
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(Zip Code
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Title of each class
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Name of exchange on which registered
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Common Stock, $1.00 Par Value
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The NASDAQ Stock Market
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Preferred Share Purchase Rights
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The NASDAQ Stock Market
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Larger Accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if smaller reporting company)
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Smaller reporting company
o
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•
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employment and income levels;
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•
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availability of financing for homebuyers;
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•
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short and long term interest rates;
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•
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consumer confidence;
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•
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labor availability;
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•
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levels of new and existing homes for sale or rent;
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•
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housing demand from various sources, including population growth and demographic changes; and
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•
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the supply of developable land in our markets and the United States generally.
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incur additional indebtedness and guarantee indebtedness;
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pay dividends or make other distributions or repurchase or redeem our capital stock;
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prepay, redeem or repurchase certain debt;
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•
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issue certain preferred stock or similar equity securities;
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make loans and investments;
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sell assets;
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•
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incur liens;
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•
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enter into transactions with affiliates;
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•
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alter the business we conduct;
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•
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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consolidate, merge or sell all or substantially all of our assets.
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limited in how we conduct our business;
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unable to raise additional debt or equity financing to operating during general economic or business downturns; or
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•
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unable to compete effectively or to take advantage of new business opportunities.
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Name
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Age
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Office and Business Experience
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Roger A. Cregg
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59
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Mr. Cregg has served as our President, Chief Executive Officer, and member of our Board of Directors since December 2012. Prior to this, Mr. Cregg served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company, from August 2011 through November 2012. He served as Executive Vice President of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.), a national homebuilding company, from May 2003 to May 2011 and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2011. He served as Senior Vice President of PulteGroup, Inc. from January 1998 to May 2003. He has served as a director of Comerica Incorporated since 2006. He was a director of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009 and served as Chair from January to December 2006.
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Michael S. Burnett
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48
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Mr. Burnett has served as our Executive Vice President and Chief Financial Officer since October 2013. Prior to this, Mr. Burnett served as Group Vice President, Finance, Treasury and Investor Relations for JDA Software Group, Inc., a leading global software provider offering supply chain management solutions, from November 2009 to October 2013. Previously, he served as Chief Financial Officer for American Traffic Solutions, Inc., a leading provider of technology and business solutions for traffic safety and electronic toll collection programs worldwide. He also served as Senior Vice President and Treasurer and held various financial roles for Allied Waste Industries, Inc. from 1998 to 2008. Mr. Burnett began his career as a certified public accountant with Arthur Andersen LLP, from 1990 to 1998, providing audit and business advisory services.
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Joseph C. Mulac III
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54
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Mr. Mulac has served as our Executive Vice President since October 2010. Beginning in April 2009, Mr. Mulac served as Chief Executive Officer of Joseph Carl Homes, LLC (n/k/a AV Homes of Arizona, LLC), which became our wholly-owned subsidiary in October 2010. From March 2003 to April 2009, Mr. Mulac held the position of Division President and then Group President for the Engle Homes division of Technical Olympic USA. He served as Division President for Standard Pacific from 1998 to March 2003. Mr. Mulac held various manager positions with UDC Homes from 1988 to 1998.
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S. Gary Shullaw
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37
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Mr. Shullaw has served as our Executive Vice President, General Counsel and Corporate Secretary since November 2014. From November 2009 through November 2014, he worked for ON Semiconductor Corporation, a semiconductor manufacturing company, where he served as Senior Corporate Counsel. From 2008 to 2009, Mr. Shullaw was a corporate and securities associate at the law firm of DLA Piper and from 2005 to 2008 he was a corporate associate at Quarles & Brady, LLP.
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2015
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2014
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||||
Quarter Ended
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High
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Low
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High
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Low
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March 31
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$16.64
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$12.93
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$20.69
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$17.44
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June 30
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$17.44
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$14.19
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$18.47
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$16.35
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September 30
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$15.24
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$11.58
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$16.32
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$14.60
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December 31
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$14.86
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$12.02
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$15.54
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$13.28
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2010
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2011
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2012
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2013
|
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2014
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2015
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AV Homes
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100.00
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36.23
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71.75
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91.68
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73.51
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64.63
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S&P 500 Index
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100.00
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100.00
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113.40
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146.97
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163.71
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162.52
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Dow Jones Home Construction Index
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100.00
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96.12
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174.64
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191.72
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205.81
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225.19
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Years Ended December 31
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||||||||||||||||||
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2015
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2014
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2013
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2012
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2011
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||||||||||
Operations Data:
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||||||||||
Revenues
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$
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517,766
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$
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285,913
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$
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141,482
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$
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107,487
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$
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88,982
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||||||||||
Income (loss) before income taxes
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$
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12,386
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$
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(1,603
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)
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$
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(8,272
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)
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$
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(87,683
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)
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$
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(165,704
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)
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Income tax expense
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(436
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)
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—
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—
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—
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(473
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)
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|||||
Net income (loss) (including net income (loss) attributable to non-controlling interests)
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11,950
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(1,603
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)
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(8,272
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)
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(87,683
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)
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(166,177
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)
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|||||
Net income (loss) attributable to non-controlling interests in consolidated entities
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—
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329
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1,205
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2,552
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(296
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)
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|||||
Net income (loss) attributable to AV Homes stockholders
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$
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11,950
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$
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(1,932
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)
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$
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(9,477
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)
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$
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(90,235
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)
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$
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(165,881
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)
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||||||||||
Per Share Data:
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Basic and diluted earnings (loss) per share (1)
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$
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0.54
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$
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(0.09
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)
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$
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(1.34
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)
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$
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(7.19
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)
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$
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(13.33
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)
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||||||||||
Balance Sheet Data:
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Cash and cash equivalents
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$
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46,898
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$
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180,334
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$
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144,727
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$
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79,815
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$
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124,316
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Restricted cash
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26,948
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16,447
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3,956
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4,682
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7,872
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|||||
Land and other inventories
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582,531
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383,184
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240,078
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171,044
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180,067
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|||||
Total assets
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742,016
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668,886
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466,728
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337,871
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409,056
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|||||
Notes payable
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326,723
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299,956
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105,402
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105,402
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105,402
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|
|||||
Stockholders' equity (2)
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301,681
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286,740
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286,101
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166,172
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|
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254,197
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|||||
Shares outstanding
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22,333,154
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22,072,098
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21,986,378
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12,827,283
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|
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12,942,502
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|
|||||
Stockholders' equity per share
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$
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13.51
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$
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12.99
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|
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$
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13.01
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|
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$
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12.95
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|
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$
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19.64
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|||||||||
Other Data:
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||||||||||
Contracts signed, net
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2,035
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994
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463
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393
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229
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|||||
Closings
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1,750
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|
953
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|
|
481
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306
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|
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174
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|||||
Backlog units
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799
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|
|
331
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|
|
167
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|
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185
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|
|
98
|
|
|||||
Backlog value
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$
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243,947
|
|
|
$
|
85,753
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|
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$
|
39,862
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|
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$
|
43,064
|
|
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$
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21,540
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(1)
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The deemed dividend related to the beneficial conversion feature of $11,894 had an impact of ($0.75) per share on earnings for the year ended December 31, 2013.
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(2)
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These figures exclude cumulative non-controlling interests for the years ended December 31, 2013, 2012 and 2011, which are classified in consolidated stockholders' equity in accordance with authoritative accounting guidance. These non-controlling interests represent our partners’ equity in limited liability companies that we consolidate for financial reporting purposes.
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For the Year Ended
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||||||||||
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2015
|
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2014
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|
2013
|
||||||
Operating income (loss):
|
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||||||
Florida
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|
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|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
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300,260
|
|
|
$
|
193,218
|
|
|
$
|
81,440
|
|
Amenity and other
|
12,385
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|
|
10,140
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|
|
9,786
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|
|||
Land sales
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6,466
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18,158
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|
|
9,257
|
|
|||
Total revenues
|
319,111
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|
|
221,516
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|
|
100,483
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|
|||
Expenses:
|
|
|
|
|
|
||||||
Homebuilding
|
239,001
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|
|
156,439
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|
|
64,726
|
|
|||
Homebuilding selling, general and administrative
|
38,500
|
|
|
24,388
|
|
|
14,004
|
|
|||
Amenity and other
|
10,587
|
|
|
10,524
|
|
|
11,663
|
|
|||
Land sales
|
823
|
|
|
10,316
|
|
|
5,369
|
|
|||
Segment operating income
|
$
|
30,200
|
|
|
$
|
19,849
|
|
|
$
|
4,721
|
|
|
|
|
|
|
|
||||||
Arizona
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
84,378
|
|
|
$
|
48,665
|
|
|
$
|
33,533
|
|
Amenity and other
|
—
|
|
|
6
|
|
|
420
|
|
|||
Land sales
|
—
|
|
|
14,438
|
|
|
7,046
|
|
|||
Total revenues
|
84,378
|
|
|
63,109
|
|
|
40,999
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Homebuilding
|
71,305
|
|
|
41,261
|
|
|
27,073
|
|
|||
Homebuilding selling, general and administrative
|
11,981
|
|
|
7,747
|
|
|
5,561
|
|
|||
Amenity and other
|
115
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|
|
425
|
|
|
2,110
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|
|||
Land sales
|
—
|
|
|
11,688
|
|
|
2,744
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|
|||
Segment operating income
|
$
|
977
|
|
|
$
|
1,988
|
|
|
$
|
3,511
|
|
|
|
|
|
|
|
||||||
Carolinas
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|
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|
||||||
Revenues:
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|
|
|
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|
||||||
Homebuilding
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$
|
114,277
|
|
|
$
|
1,288
|
|
|
$
|
—
|
|
Total revenues
|
114,277
|
|
|
1,288
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Homebuilding
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95,232
|
|
|
1,183
|
|
|
—
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|
|||
Homebuilding selling, general and administrative
|
12,205
|
|
|
2,230
|
|
|
97
|
|
|||
Segment operating income (loss)
|
$
|
6,840
|
|
|
$
|
(2,125
|
)
|
|
$
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(97
|
)
|
|
|
|
|
|
|
||||||
Total operating income
|
$
|
38,017
|
|
|
$
|
19,712
|
|
|
$
|
8,135
|
|
|
|
|
|
|
|
Unallocated income (expense):
|
|
|
|
|
|
||||||
Interest income and other
|
154
|
|
|
447
|
|
|
2,499
|
|
|||
Equity in earnings (loss) from unconsolidated entities
|
154
|
|
|
(16
|
)
|
|
(101
|
)
|
|||
Corporate general and administrative expenses
|
(16,900
|
)
|
|
(15,941
|
)
|
|
(15,975
|
)
|
|||
Interest expense
|
(9,039
|
)
|
|
(5,805
|
)
|
|
(2,830
|
)
|
|||
Income (loss) before income taxes
|
12,386
|
|
|
(1,603
|
)
|
|
(8,272
|
)
|
|||
Income tax expense
|
(436
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to non-controlling interests
|
—
|
|
|
329
|
|
|
1,205
|
|
|||
Net income (loss) attributable to AV Homes
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(9,477
|
)
|
Years ended December 31,
|
Number of Units
|
|
Revenues
|
|
Average Price
Per Unit
|
|||||
2015
|
|
|
|
|
|
|||||
Florida
|
1,124
|
|
|
$
|
300,260
|
|
|
$
|
267
|
|
Arizona
|
298
|
|
|
84,378
|
|
|
283
|
|
||
Carolinas
|
328
|
|
|
114,277
|
|
|
348
|
|
||
Total
|
1,750
|
|
|
$
|
498,915
|
|
|
285
|
|
|
|
|
|
|
|
|
|
|
|
||
2014
|
|
|
|
|
|
|
|
|
||
Florida
|
755
|
|
|
$
|
193,218
|
|
|
$
|
256
|
|
Arizona
|
193
|
|
|
48,665
|
|
|
252
|
|
||
Carolinas
|
5
|
|
|
1,288
|
|
|
258
|
|
||
Total
|
953
|
|
|
$
|
243,171
|
|
|
255
|
|
|
|
|
|
|
|
|
|
|
|
||
2013
|
|
|
|
|
|
|
|
|
||
Florida
|
349
|
|
|
$
|
81,440
|
|
|
$
|
233
|
|
Arizona
|
132
|
|
|
33,533
|
|
|
254
|
|
||
Carolinas
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
481
|
|
|
$
|
114,973
|
|
|
239
|
|
Years ended December 31,
|
Gross Number
of Contracts
Signed
|
|
Cancellations |
|
Contracts
Signed, Net of Cancellations |
|
Dollar Value
|
|
Average
Price Per Unit |
|||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||
Florida
|
1,509
|
|
|
(242
|
)
|
|
1,267
|
|
|
$
|
344,171
|
|
|
$
|
272
|
|
Arizona
|
590
|
|
|
(111
|
)
|
|
479
|
|
|
142,004
|
|
|
296
|
|
||
Carolinas
|
331
|
|
|
(42
|
)
|
|
289
|
|
|
102,851
|
|
|
356
|
|
||
Total
|
2,430
|
|
|
(395
|
)
|
|
2,035
|
|
|
$
|
589,026
|
|
|
289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Florida
|
929
|
|
|
(121
|
)
|
|
808
|
|
|
$
|
206,503
|
|
|
$
|
256
|
|
Arizona
|
216
|
|
|
(41
|
)
|
|
175
|
|
|
45,012
|
|
|
257
|
|
||
Carolinas
|
13
|
|
|
(2
|
)
|
|
11
|
|
|
3,212
|
|
|
292
|
|
||
Total
|
1,158
|
|
|
(164
|
)
|
|
994
|
|
|
$
|
254,727
|
|
|
256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Florida
|
412
|
|
|
(97
|
)
|
|
315
|
|
|
$
|
75,895
|
|
|
$
|
241
|
|
Arizona
|
178
|
|
|
(30
|
)
|
|
148
|
|
|
34,471
|
|
|
233
|
|
||
Carolinas
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
590
|
|
|
(127
|
)
|
|
463
|
|
|
$
|
110,366
|
|
|
238
|
|
As of December 31,
|
Number of
Units |
|
Dollar
Volume |
|
Average Price
Per Unit |
|||||
2015
|
|
|
|
|
|
|||||
Florida
|
416
|
|
|
$
|
116,061
|
|
|
$
|
279
|
|
Arizona
|
233
|
|
|
71,459
|
|
|
307
|
|
||
Carolinas
|
150
|
|
|
56,427
|
|
|
376
|
|
||
Total
|
799
|
|
|
$
|
243,947
|
|
|
305
|
|
|
|
|
|
|
|
|
|
|
|
||
2014
|
|
|
|
|
|
|
|
|
||
Florida
|
273
|
|
|
$
|
70,194
|
|
|
$
|
257
|
|
Arizona
|
52
|
|
|
13,635
|
|
|
262
|
|
||
Carolinas
|
6
|
|
|
1,924
|
|
|
321
|
|
||
Total
|
331
|
|
|
$
|
85,753
|
|
|
259
|
|
|
|
|
|
|
|
|
|
|
|
||
2013
|
|
|
|
|
|
|
|
|
||
Florida
|
97
|
|
|
$
|
23,113
|
|
|
$
|
238
|
|
Arizona
|
70
|
|
|
16,749
|
|
|
239
|
|
||
Carolinas
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
167
|
|
|
$
|
39,862
|
|
|
239
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Developed Lots
|
|
Partially Developed Lots
|
|
Raw Lots
|
|
Total Remaining Lots
|
|
Developed Lots
|
|
Partially Developed Lots
|
|
Raw Lots
|
|
Total Remaining Lots
|
||||||||
Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Active adult
|
737
|
|
|
143
|
|
|
5,898
|
|
|
6,778
|
|
|
588
|
|
|
897
|
|
|
5,817
|
|
|
7,302
|
|
Primary residential
|
2,111
|
|
|
637
|
|
|
1,040
|
|
|
3,788
|
|
|
1,651
|
|
|
1,195
|
|
|
1,233
|
|
|
4,079
|
|
|
2,848
|
|
|
780
|
|
|
6,938
|
|
|
10,566
|
|
|
2,239
|
|
|
2,092
|
|
|
7,050
|
|
|
11,381
|
|
Arizona
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Active adult
|
432
|
|
|
1,238
|
|
|
452
|
|
|
2,122
|
|
|
304
|
|
|
288
|
|
|
1,691
|
|
|
2,283
|
|
Primary residential
|
550
|
|
|
—
|
|
|
345
|
|
|
895
|
|
|
593
|
|
|
95
|
|
|
345
|
|
|
1,033
|
|
|
982
|
|
|
1,238
|
|
|
797
|
|
|
3,017
|
|
|
897
|
|
|
383
|
|
|
2,036
|
|
|
3,316
|
|
Carolinas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Active adult
|
148
|
|
|
79
|
|
|
408
|
|
|
635
|
|
|
—
|
|
|
166
|
|
|
487
|
|
|
653
|
|
Primary residential
|
533
|
|
|
886
|
|
|
478
|
|
|
1,897
|
|
|
96
|
|
|
15
|
|
|
375
|
|
|
486
|
|
|
681
|
|
|
965
|
|
|
886
|
|
|
2,532
|
|
|
96
|
|
|
181
|
|
|
862
|
|
|
1,139
|
|
Total principal communities
|
4,511
|
|
|
2,983
|
|
|
8,621
|
|
|
16,115
|
|
|
3,232
|
|
|
2,656
|
|
|
9,948
|
|
|
15,836
|
|
|
Payments Due by Period
|
|
|
||||||||||||||||
|
Less than 1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
Long-term debt obligations (1)
|
$
|
46,793
|
|
|
$
|
—
|
|
|
$
|
280,000
|
|
|
$
|
—
|
|
|
$
|
326,793
|
|
Interest obligations on long-term debt
|
22,239
|
|
|
43,600
|
|
|
15,700
|
|
|
—
|
|
|
81,539
|
|
|||||
Operating lease obligations
|
1,493
|
|
|
2,128
|
|
|
609
|
|
|
71
|
|
|
4,301
|
|
|||||
Capital lease obligations
|
612
|
|
|
624
|
|
|
24
|
|
|
—
|
|
|
1,260
|
|
|||||
Purchase obligations - residential development (2)
|
120,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,371
|
|
|||||
Other long-term liabilities (3)
|
2,418
|
|
|
1,851
|
|
|
721
|
|
|
32,051
|
|
|
37,041
|
|
|||||
Total
|
$
|
193,926
|
|
|
$
|
48,203
|
|
|
$
|
297,054
|
|
|
$
|
32,122
|
|
|
$
|
571,305
|
|
•
|
Management, having the authority to approve the action, commits to a plan to sell the asset;
|
•
|
The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets;
|
•
|
An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated;
|
•
|
The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year;
|
•
|
The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and
|
•
|
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
46,898
|
|
|
$
|
180,334
|
|
Restricted cash
|
26,948
|
|
|
16,447
|
|
||
Land and other inventories
|
582,531
|
|
|
383,184
|
|
||
Receivables
|
7,178
|
|
|
2,906
|
|
||
Property and equipment, net
|
34,973
|
|
|
36,922
|
|
||
Investments in unconsolidated entities
|
1,172
|
|
|
17,991
|
|
||
Prepaid expenses and other assets
|
23,021
|
|
|
20,980
|
|
||
Assets held for sale
|
—
|
|
|
4,051
|
|
||
Goodwill
|
19,295
|
|
|
6,071
|
|
||
Total assets
|
$
|
742,016
|
|
|
$
|
668,886
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
33,606
|
|
|
$
|
16,087
|
|
Accrued and other liabilities
|
38,826
|
|
|
28,134
|
|
||
Customer deposits
|
8,629
|
|
|
4,966
|
|
||
Estimated development liability
|
32,551
|
|
|
33,003
|
|
||
Notes payable
|
326,723
|
|
|
299,956
|
|
||
Total liabilities
|
440,335
|
|
|
382,146
|
|
||
|
|
|
|
||||
Stockholders' equity
|
|
|
|
|
|||
Common stock, par value $1 per share
|
|
|
|
|
|||
Authorized: 50,000,000 shares
|
|
|
|
|
|||
Issued: 22,444,028 shares outstanding as of December 31, 2015
|
|
|
|
||||
22,182,972 shares outstanding as of December 31, 2014
|
22,444
|
|
|
22,183
|
|
||
Additional paid-in capital
|
399,719
|
|
|
396,989
|
|
||
Accumulated deficit
|
(117,463
|
)
|
|
(129,413
|
)
|
||
|
304,700
|
|
|
289,759
|
|
||
Treasury stock, at cost, 110,874 shares as of December 31, 2015 and 2014, respectively
|
(3,019
|
)
|
|
(3,019
|
)
|
||
Total stockholders’ equity
|
301,681
|
|
|
286,740
|
|
||
Total liabilities and stockholders' equity
|
$
|
742,016
|
|
|
$
|
668,886
|
|
|
For the Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
498,915
|
|
|
$
|
243,171
|
|
|
$
|
114,973
|
|
Amenity and other
|
12,385
|
|
|
10,146
|
|
|
10,206
|
|
|||
Land sales
|
6,466
|
|
|
32,596
|
|
|
16,303
|
|
|||
Total revenues
|
517,766
|
|
|
285,913
|
|
|
141,482
|
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Homebuilding
|
468,224
|
|
|
233,249
|
|
|
111,182
|
|
|||
Amenity and other
|
10,702
|
|
|
10,949
|
|
|
13,773
|
|
|||
Land sales
|
823
|
|
|
22,003
|
|
|
8,111
|
|
|||
Total real estate expenses
|
479,749
|
|
|
266,201
|
|
|
133,066
|
|
|||
General and administrative expenses
|
16,900
|
|
|
15,941
|
|
|
15,975
|
|
|||
Interest income and other
|
(154
|
)
|
|
(447
|
)
|
|
(2,218
|
)
|
|||
Interest expense
|
9,039
|
|
|
5,805
|
|
|
2,830
|
|
|||
Total expenses
|
505,534
|
|
|
287,500
|
|
|
149,653
|
|
|||
Equity in earnings (loss) from unconsolidated entities
|
154
|
|
|
(16
|
)
|
|
(101
|
)
|
|||
Income (loss) before income taxes
|
12,386
|
|
|
(1,603
|
)
|
|
(8,272
|
)
|
|||
Income tax expense
|
(436
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) and comprehensive income (loss)
|
11,950
|
|
|
(1,603
|
)
|
|
(8,272
|
)
|
|||
Net income attributable to non-controlling interests in consolidated entities
|
—
|
|
|
329
|
|
|
1,205
|
|
|||
Net income (loss) and comprehensive income (loss) attributable to AV Homes stockholders
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(9,477
|
)
|
|
|
|
|
|
|
||||||
Reconciliation of net income (loss) to income (loss) attributable to common stockholders:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(9,477
|
)
|
Deemed dividend related to beneficial conversion feature of convertible preferred stock (Note 1)
|
—
|
|
|
—
|
|
|
(11,894
|
)
|
|||
Net income (loss) attributable to AV Homes common stockholders
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(21,371
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted income (loss) per share
|
$
|
0.54
|
|
|
$
|
(0.09
|
)
|
|
$
|
(1.34
|
)
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
|
|
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in
Capital |
|
Accumulated Deficit
|
|
Shares
|
|
Amount
|
|
Total AV Homes Stockholders' Equity
|
|
Non-controlling Interest
|
|
Total Stockholders' Equity
|
||||||||||||||||
Balance as of December 31, 2012
|
12,938,157
|
|
|
$
|
12,938
|
|
|
$
|
262,363
|
|
|
$
|
(106,110
|
)
|
|
(110,874
|
)
|
|
$
|
(3,019
|
)
|
|
$
|
166,172
|
|
|
$
|
13,704
|
|
|
$
|
179,876
|
|
Issuance of common stock
|
9,215,017
|
|
|
9,215
|
|
|
118,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,834
|
|
|
—
|
|
|
127,834
|
|
|||||||
Issuances of restricted stock and stock units
|
96,372
|
|
|
96
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Forfeiture of restricted stock
|
(147,833
|
)
|
|
(148
|
)
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares repurchased to satisfy tax obligations
|
(4,461
|
)
|
|
(4
|
)
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,648
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,648
|
|
|
—
|
|
|
1,648
|
|
|||||||
Beneficial conversion feature
|
—
|
|
|
—
|
|
|
11,894
|
|
|
(11,894
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
724
|
|
|
724
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,477
|
)
|
|
—
|
|
|
—
|
|
|
(9,477
|
)
|
|
1,205
|
|
|
(8,272
|
)
|
|||||||
Balance as of December 31, 2013
|
22,097,252
|
|
|
$
|
22,097
|
|
|
$
|
394,504
|
|
|
$
|
(127,481
|
)
|
|
(110,874
|
)
|
|
$
|
(3,019
|
)
|
|
$
|
286,101
|
|
|
$
|
15,633
|
|
|
301,734
|
|
|
Issuances of restricted stock and stock units
|
127,518
|
|
|
128
|
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Forfeiture of restricted stock
|
(30,164
|
)
|
|
(30
|
)
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares repurchased to satisfy tax obligations
|
(13,179
|
)
|
|
(14
|
)
|
|
(213
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|
—
|
|
|
(227
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,770
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
|
—
|
|
|
2,770
|
|
|||||||
Conversion of 7.50% Exchange Notes
|
1,545
|
|
|
2
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
193
|
|
|||||||
Deconsolidation of non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,826
|
)
|
|
(15,826
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,932
|
)
|
|
—
|
|
|
—
|
|
|
(1,932
|
)
|
|
—
|
|
|
(1,932
|
)
|
|||||||
Balance as of December 31, 2014
|
22,182,972
|
|
|
$
|
22,183
|
|
|
$
|
396,989
|
|
|
$
|
(129,413
|
)
|
|
(110,874)
|
|
|
$
|
(3,019
|
)
|
|
$
|
286,740
|
|
|
$
|
—
|
|
|
286,740
|
|
|
Issuances of restricted stock and stock units
|
291,075
|
|
|
291
|
|
|
(291
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Forfeiture of restricted stock
|
(20,973
|
)
|
|
(21
|
)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares repurchased to satisfy tax obligations
|
(9,046
|
)
|
|
(9
|
)
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,113
|
|
|
—
|
|
|
3,113
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
11,950
|
|
|
—
|
|
|
—
|
|
|
11,950
|
|
|
—
|
|
|
11,950
|
|
|||||||
Balance as of December 31, 2015
|
22,444,028
|
|
|
$
|
22,444
|
|
|
$
|
399,719
|
|
|
$
|
(117,463
|
)
|
|
(110,874
|
)
|
|
$
|
(3,019
|
)
|
|
$
|
301,681
|
|
|
$
|
—
|
|
|
$
|
301,681
|
|
|
For the Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss) including net income attributable to non-controlling interests
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(8,272
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,693
|
|
|
3,267
|
|
|
2,804
|
|
|||
Amortization of share-based compensation
|
3,113
|
|
|
2,770
|
|
|
1,648
|
|
|||
Change in fair value of contingent consideration
|
(116
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment charges, net
|
—
|
|
|
—
|
|
|
(248
|
)
|
|||
Equity in loss (income) from unconsolidated entities
|
(154
|
)
|
|
16
|
|
|
101
|
|
|||
Loss (gain) from disposal of assets
|
(31
|
)
|
|
—
|
|
|
36
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
(10,501
|
)
|
|
(12,491
|
)
|
|
726
|
|
|||
Land and other inventories
|
(83,804
|
)
|
|
(111,667
|
)
|
|
(68,787
|
)
|
|||
Receivables, net
|
(3,698
|
)
|
|
987
|
|
|
2,837
|
|
|||
Income tax receivable
|
—
|
|
|
—
|
|
|
1,293
|
|
|||
Assets held for sale
|
—
|
|
|
19,811
|
|
|
(1,213
|
)
|
|||
Prepaid expenses and other assets
|
1,510
|
|
|
398
|
|
|
(361
|
)
|
|||
Accounts payable, estimated development liability, and accrued and other liabilities
|
17,248
|
|
|
15,643
|
|
|
6,661
|
|
|||
Customer deposits
|
1,813
|
|
|
1,789
|
|
|
338
|
|
|||
NET CASH USED IN OPERATING ACTIVITIES
|
(58,977
|
)
|
|
(81,409
|
)
|
|
(62,437
|
)
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|||||
Investment in property and equipment
|
(1,209
|
)
|
|
(1,815
|
)
|
|
(1,023
|
)
|
|||
Proceeds from sales of property and equipment
|
31
|
|
|
12
|
|
|
—
|
|
|||
Business acquisitions
|
(93,760
|
)
|
|
(62,684
|
)
|
|
—
|
|
|||
Investment in unconsolidated entities
|
(2,887
|
)
|
|
(3,644
|
)
|
|
(111
|
)
|
|||
Return of capital from unconsolidated entities
|
—
|
|
|
33
|
|
|
—
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(97,825
|
)
|
|
(68,098
|
)
|
|
(1,134
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|||||
Proceeds from issuance of debt
|
79,930
|
|
|
200,000
|
|
|
—
|
|
|||
Gross proceeds from Senior Secured Credit Facility
|
40,000
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(2,072
|
)
|
|
(9,220
|
)
|
|
—
|
|
|||
Principal payments of notes
|
(53,163
|
)
|
|
(5,446
|
)
|
|
—
|
|
|||
Payments of Senior Secured Credit Facility
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of common shares
|
—
|
|
|
—
|
|
|
35,805
|
|
|||
Issuance of preferred shares
|
—
|
|
|
—
|
|
|
92,030
|
|
|||
Other financing activities, net
|
(1,329
|
)
|
|
(220
|
)
|
|
648
|
|
|||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
23,366
|
|
|
185,114
|
|
|
128,483
|
|
|||
|
|
|
|
|
|
||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(133,436
|
)
|
|
35,607
|
|
|
64,912
|
|
|||
Cash and cash equivalents at beginning of year
|
180,334
|
|
|
144,727
|
|
|
79,815
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
46,898
|
|
|
$
|
180,334
|
|
|
$
|
144,727
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Transfer from assets held for sale to land and other inventories and property and equipment
|
$
|
4,051
|
|
|
$
|
—
|
|
|
$
|
13,767
|
|
Distribution of land from unconsolidated joint venture
|
$
|
19,860
|
|
|
$
|
13,418
|
|
|
$
|
—
|
|
Beneficial conversion feature (deemed dividend)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,894
|
|
Common stock issued for conversion of preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,030
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Accrued warranty reserve, beginning of period
|
$
|
1,528
|
|
|
$
|
638
|
|
|
$
|
549
|
|
Reserve provided
|
3,974
|
|
|
1,495
|
|
|
578
|
|
|||
Payments
|
(2,169
|
)
|
|
(605
|
)
|
|
(489
|
)
|
|||
Accrued warranty reserve, end of period
|
$
|
3,333
|
|
|
$
|
1,528
|
|
|
$
|
638
|
|
|
For the Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(9,477
|
)
|
Deemed dividend related to the beneficial conversion feature
|
—
|
|
|
—
|
|
|
(11,894
|
)
|
|||
Net income (loss) attributable to common stockholders
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(21,371
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
22,010,201
|
|
|
21,945,491
|
|
|
15,935,701
|
|
|||
Diluted weighted average shares outstanding
|
22,130,384
|
|
|
21,945,491
|
|
|
15,935,701
|
|
Calculation of purchase price consideration
|
|
|
||
|
|
|
||
Cash paid for Bonterra Builders net assets
|
|
$
|
40,818
|
|
Contingent consideration (earn-out)
|
|
6,000
|
|
|
Debt repaid at closing
|
|
52,941
|
|
|
Total consideration
|
|
$
|
99,759
|
|
|
|
|
||
Assets acquired and liabilities assumed
|
|
|
||
Assets
|
|
|
||
Receivables and other current assets
|
|
$
|
574
|
|
Land and other inventories
|
|
91,632
|
|
|
Property and equipment
|
|
14
|
|
|
Trade name
|
|
1,400
|
|
|
Non-compete intangible asset
|
|
600
|
|
|
Goodwill
|
|
13,223
|
|
|
Total assets acquired
|
|
107,443
|
|
|
|
|
|
||
Liabilities
|
|
|
||
Accounts payable
|
|
5,071
|
|
|
Accrued and other liabilities
|
|
763
|
|
|
Customer deposits
|
|
1,850
|
|
|
Total liabilities assumed
|
|
7,684
|
|
|
Total net assets acquired
|
|
$
|
99,759
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue
|
$
|
588,533
|
|
|
$
|
397,695
|
|
Net income
|
$
|
17,158
|
|
|
$
|
1,674
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land held for future development
|
$
|
21,403
|
|
|
$
|
20,844
|
|
Land developed and in process of development
|
348,648
|
|
|
269,764
|
|
||
Homes completed or under construction
|
212,480
|
|
|
92,576
|
|
||
Total
|
$
|
582,531
|
|
|
$
|
383,184
|
|
|
For the Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest incurred
|
$
|
28,207
|
|
|
$
|
18,107
|
|
|
$
|
9,296
|
|
Interest capitalized
|
(19,168
|
)
|
|
(12,302
|
)
|
|
(6,466
|
)
|
|||
Interest expense
|
$
|
9,039
|
|
|
$
|
5,805
|
|
|
$
|
2,830
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land improvements
|
$
|
21,966
|
|
|
$
|
21,816
|
|
Building
|
39,209
|
|
|
39,050
|
|
||
Equipment
|
5,117
|
|
|
6,698
|
|
||
Motor vehicles
|
598
|
|
|
603
|
|
||
Furniture and fixtures
|
3,937
|
|
|
4,017
|
|
||
Capitalized software
|
2,099
|
|
|
1,962
|
|
||
Gross property and equipment
|
72,926
|
|
|
74,146
|
|
||
Less: accumulated depreciation
|
(37,953
|
)
|
|
(37,224
|
)
|
||
Property and equipment, net
|
$
|
34,973
|
|
|
$
|
36,922
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
7.50% Senior Convertible Notes due 2016
|
$
|
46,793
|
|
|
$
|
55,481
|
|
7.50% Senior Exchange Convertible Notes due 2016
|
—
|
|
|
44,475
|
|
||
8.50% Senior Notes due 2019
|
200,000
|
|
|
200,000
|
|
||
6.00% Senior Convertible Notes due 2020, net of discount
|
79,930
|
|
|
—
|
|
||
Senior Secured Credit Facility
|
—
|
|
|
—
|
|
||
Total
|
$
|
326,723
|
|
|
$
|
299,956
|
|
|
Total
|
||
2016
|
$
|
46,793
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019
|
200,000
|
|
|
2020
|
79,930
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
326,723
|
|
|
Payments Due By Period
|
|
|
||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Noncancelable operating leases
|
$
|
1,443
|
|
|
$
|
1,289
|
|
|
$
|
839
|
|
|
$
|
438
|
|
|
$
|
171
|
|
|
$
|
71
|
|
|
$
|
4,251
|
|
Capital lease obligations
|
612
|
|
|
507
|
|
|
117
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
1,260
|
|
|||||||
Leased model homes
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||||
Total
|
$
|
2,105
|
|
|
$
|
1,796
|
|
|
$
|
956
|
|
|
$
|
462
|
|
|
$
|
171
|
|
|
$
|
71
|
|
|
$
|
5,561
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Accrued interest
|
$
|
12,253
|
|
|
$
|
11,312
|
|
Accrued compensation
|
5,476
|
|
|
4,052
|
|
||
Warranty reserve
|
3,333
|
|
|
1,528
|
|
||
Infrastructure obligations
|
5,799
|
|
|
4,671
|
|
||
Contingent consideration
|
7,083
|
|
|
2,404
|
|
||
Other
|
4,882
|
|
|
4,167
|
|
||
Total
|
$
|
38,826
|
|
|
$
|
28,134
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Volatility rate
|
38.00
|
%
|
|
42.60
|
%
|
|
52.37%-52.49%
|
|
|||
Risk-free interest rate
|
1.10
|
%
|
|
0.66
|
%
|
|
1.66%-1.86%
|
|
|||
Expected life (years)
|
2.95
|
|
|
2.91
|
|
|
6.25
|
|
|||
Weighted average fair value of units granted
|
$
|
5.95
|
|
|
$
|
9.30
|
|
|
$
|
8.75
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Stock
Options |
|
Weighted
Average
Exercise Price Per Share
|
|
Stock
Options |
|
Weighted
Average
Exercise Price Per Share
|
|
Stock
Options |
|
Weighted
Average
Exercise Price Per Share
|
|||||||||
Outstanding as of beginning of year
|
555,036
|
|
|
$
|
17.00
|
|
|
585,036
|
|
|
$
|
16.99
|
|
|
110,000
|
|
|
$
|
25.00
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585,036
|
|
|
16.99
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(10,000
|
)
|
|
16.80
|
|
|
(30,000
|
)
|
|
16.80
|
|
|
(110,000
|
)
|
|
—
|
|
|||
Outstanding as of end of year
|
545,036
|
|
|
$
|
17.01
|
|
|
555,036
|
|
|
$
|
17.00
|
|
|
585,036
|
|
|
$
|
16.99
|
|
Exercisable as of end of year
|
272,518
|
|
|
$
|
17.01
|
|
|
146,259
|
|
|
$
|
16.99
|
|
|
—
|
|
|
$
|
—
|
|
|
Restricted
Stock and
Stock Units
|
|
Weighted
Average Grant Date Fair Value |
|
Outstanding as of beginning of year
|
145,352
|
|
(1)
|
$16.59
|
Granted
|
291,075
|
|
|
9.32
|
Vested
|
(62,434
|
)
|
|
16.93
|
Expired/forfeited/cancelled
|
(21,655
|
)
|
|
10.95
|
Outstanding as of end of year
|
352,338
|
|
|
$10.87
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
183
|
|
|
—
|
|
|
—
|
|
|||
Total current
|
436
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total income tax expense
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
||||
Tax over book basis of land inventory
|
$
|
15,338
|
|
|
$
|
15,085
|
|
Unrecoverable land development costs
|
5,321
|
|
|
6,222
|
|
||
Executive incentive compensation
|
2,112
|
|
|
1,338
|
|
||
Net operating loss carryforward
|
56,768
|
|
|
61,128
|
|
||
Impairment charges
|
53,103
|
|
|
55,529
|
|
||
Other
|
4,745
|
|
|
4,061
|
|
||
Total deferred income tax assets
|
137,387
|
|
|
143,363
|
|
||
Valuation allowance for deferred tax assets
|
(124,525
|
)
|
|
(129,862
|
)
|
||
Net deferred income tax assets
|
12,862
|
|
|
13,501
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
State tax effect of deferred tax assets
|
(3,139
|
)
|
|
(3,412
|
)
|
||
Book over tax income recognized on sale of the Ocala Property
|
(7,094
|
)
|
|
(7,751
|
)
|
||
Tax over book on 4.50% Convertible Notes
|
(857
|
)
|
|
(960
|
)
|
||
Book over tax basis of depreciable assets
|
(1,772
|
)
|
|
(1,378
|
)
|
||
Total deferred income tax liabilities
|
(12,862
|
)
|
|
(13,501
|
)
|
||
Net deferred income tax liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax (benefit) expense computed at statutory rate
|
$
|
4,320
|
|
|
$
|
(522
|
)
|
|
$
|
(3,317
|
)
|
State income tax (benefit) expense, net of federal benefit
|
1,452
|
|
|
823
|
|
|
(385
|
)
|
|||
Change in valuation allowance on deferred tax assets
|
(5,336
|
)
|
|
(370
|
)
|
|
3,699
|
|
|||
Other
|
—
|
|
|
69
|
|
|
3
|
|
|||
Income tax expense
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Year Ended
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
Florida
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
300,260
|
|
|
$
|
193,218
|
|
|
$
|
81,440
|
|
Amenity and other
|
12,385
|
|
|
10,140
|
|
|
9,786
|
|
|||
Land sales
|
6,466
|
|
|
18,158
|
|
|
9,257
|
|
|||
Total revenues
|
$
|
319,111
|
|
|
$
|
221,516
|
|
|
$
|
100,483
|
|
Expenses:
|
|
|
|
|
|
||||||
Homebuilding
|
239,001
|
|
|
156,439
|
|
|
64,726
|
|
|||
Homebuilding selling, general and administrative
|
38,500
|
|
|
24,388
|
|
|
14,004
|
|
|||
Amenity and other
|
10,587
|
|
|
10,524
|
|
|
11,663
|
|
|||
Land sales
|
823
|
|
|
10,316
|
|
|
5,369
|
|
|||
Segment operating income
|
$
|
30,200
|
|
|
$
|
19,849
|
|
|
$
|
4,721
|
|
|
|
|
|
|
|
||||||
Arizona
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
84,378
|
|
|
$
|
48,665
|
|
|
$
|
33,533
|
|
Amenity and other
|
—
|
|
|
6
|
|
|
420
|
|
|||
Land sales
|
—
|
|
|
14,438
|
|
|
7,046
|
|
|||
Total revenues
|
84,378
|
|
|
63,109
|
|
|
40,999
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Homebuilding
|
71,305
|
|
|
41,261
|
|
|
27,073
|
|
|||
Homebuilding selling, general and administrative
|
11,981
|
|
|
7,747
|
|
|
5,561
|
|
|||
Amenity and other
|
115
|
|
|
425
|
|
|
2,110
|
|
|||
Land sales
|
—
|
|
|
11,688
|
|
|
2,744
|
|
|||
Segment operating income
|
$
|
977
|
|
|
$
|
1,988
|
|
|
$
|
3,511
|
|
|
|
|
|
|
|
||||||
Carolinas
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
114,277
|
|
|
$
|
1,288
|
|
|
$
|
—
|
|
Total revenues
|
114,277
|
|
|
1,288
|
|
|
—
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Homebuilding
|
95,232
|
|
|
1,183
|
|
|
—
|
|
|||
Homebuilding selling, general and administrative
|
12,205
|
|
|
2,230
|
|
|
97
|
|
|||
Segment operating income (loss)
|
$
|
6,840
|
|
|
$
|
(2,125
|
)
|
|
$
|
(97
|
)
|
|
|
|
|
|
|
||||||
Operating income
|
$
|
38,017
|
|
|
$
|
19,712
|
|
|
$
|
8,135
|
|
|
|
|
|
|
|
||||||
Unallocated income (expenses):
|
|
|
|
|
|
||||||
Interest income and other
|
154
|
|
|
447
|
|
|
2,499
|
|
|||
Equity in earnings (loss) from unconsolidated entities
|
154
|
|
|
(16
|
)
|
|
(101
|
)
|
|||
Corporate general and administrative expenses
|
(16,900
|
)
|
|
(15,941
|
)
|
|
(15,975
|
)
|
|||
Interest expense
|
(9,039
|
)
|
|
(5,805
|
)
|
|
(2,830
|
)
|
|||
Income (loss) before income taxes
|
12,386
|
|
|
(1,603
|
)
|
|
(8,272
|
)
|
|||
Income tax expense
|
(436
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to non-controlling interests
|
—
|
|
|
329
|
|
|
1,205
|
|
|||
Net income (loss) attributable to AV Homes
|
$
|
11,950
|
|
|
$
|
(1,932
|
)
|
|
$
|
(9,477
|
)
|
•
|
Our businesses are conducted in the United States.
|
•
|
Identifiable assets by segment are those assets that are used in the operations of each segment.
|
•
|
No significant part of the business is dependent upon a single customer or group of customers.
|
•
|
The caption “Unallocated assets” under the table depicting the segment assets represents the following as of December 31,
2015
and
2014
, respectively: cash, cash equivalents and restricted cash of
$72.9
million and
$196.5
million; land inventories of
$0.0
million and
$4.6
million; property and equipment of
$1.8
million and
$2.7
million; investment in and notes from unconsolidated entities of
$1.2
million and
$1.2
million; receivables of
$0.0
million and
$2.0
million; and prepaid expenses and other assets of
$9.9
million and
$10.1
million. None of the foregoing are directly attributable to a reportable segment in accordance with ASC 280,
Segment Reporting
.
|
•
|
There is no interest expense from the Florida, Arizona and Carolinas segments included in segment operating income (loss) for
2015
,
2014
and
2013
.
|
•
|
Included in segment operating income (loss) for
2015
is depreciation expense (including amortization of assets under capital leases) of
$2.4
million,
$0.0
million,
$0.1
million and
$0.6
million from Florida, Arizona, Carolinas and unallocated corporate general and administrative expenses, respectively. Included in segment operating income (loss) for
2014
is depreciation expense of
$2.4
million,
$0.1
million,
$0.0
million and
$0.6
million from Florida, Arizona, Carolinas and unallocated corporate general and administrative expenses, respectively. Included in segment operating income (loss) for
2013
is depreciation expense of
$2.1
million,
$0.1
million,
$0.5
million and
$0.6
million from Florida, Arizona, Carolinas and unallocated corporate general and administrative expenses, respectively.
|
•
|
During fiscal years
2015
, 2014 and 2013, there were no impairment losses recognized.
|
•
|
Goodwill of
$6.1
million and $
13.2
million has been assigned to the Florida and Carolinas segments, respectively.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Notes payable:
|
|
|
|
|
|
|
|
||||||||
7.50% Notes and 7.50% Exchange Notes
|
$
|
46,793
|
|
|
$
|
45,389
|
|
|
$
|
99,956
|
|
|
$
|
99,040
|
|
8.50% Senior Notes
|
200,000
|
|
|
199,000
|
|
|
200,000
|
|
|
193,000
|
|
||||
6.00% Notes
|
79,930
|
|
|
75,368
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration (earn-out)
|
7,083
|
|
|
7,083
|
|
|
2,404
|
|
|
2,404
|
|
|
2015 Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net revenues
|
$
|
58,830
|
|
|
$
|
79,389
|
|
|
$
|
153,827
|
|
|
$
|
225,720
|
|
Expenses
|
63,832
|
|
|
84,026
|
|
|
148,302
|
|
|
209,374
|
|
||||
Equity earnings (losses) from unconsolidated entities
|
(6
|
)
|
|
171
|
|
|
(5
|
)
|
|
(6
|
)
|
||||
Income (loss) before income taxes
|
(5,008
|
)
|
|
(4,466
|
)
|
|
5,520
|
|
|
16,340
|
|
||||
Less: income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
||||
Less: net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to AV Homes
|
$
|
(5,008
|
)
|
|
$
|
(4,466
|
)
|
|
$
|
5,520
|
|
|
$
|
15,904
|
|
Earnings (loss) per share: (1)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.25
|
|
|
$
|
0.72
|
|
Diluted
|
$
|
(0.23
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.25
|
|
|
$
|
0.65
|
|
|
2014 Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net revenues
|
$
|
43,865
|
|
|
$
|
51,447
|
|
|
$
|
86,641
|
|
|
$
|
103,960
|
|
Expenses
|
45,499
|
|
|
53,694
|
|
|
85,958
|
|
|
102,349
|
|
||||
Equity earnings (losses) from unconsolidated entities
|
1
|
|
|
(6
|
)
|
|
(5
|
)
|
|
(6
|
)
|
||||
Income (loss) before income taxes
|
(1,633
|
)
|
|
(2,253
|
)
|
|
678
|
|
|
1,605
|
|
||||
Less: net income attributable to non-controlling interests
|
293
|
|
|
36
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to AV Homes
|
$
|
(1,926
|
)
|
|
$
|
(2,289
|
)
|
|
$
|
678
|
|
|
$
|
1,605
|
|
Earnings (loss) per share: (1)
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.03
|
|
|
$
|
0.07
|
|
(1)
|
Quarterly and year-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not be consistent with the per share amounts for the year.
|
Exhibit Number
|
Reference
|
Description
|
4.5
|
*
|
Rights Agreement, dated as of June 19, 2013, by and between AV Homes, Inc. and Computershare Shareowner Services LLC, as Rights Agent (filed as Exhibit 4.1 to Form 8-K filed on June 20, 2013 (File No. 1-7395), and incorporated herein by reference).
|
4.6
|
*
|
Senior Notes Indenture, dated June 30, 2014, by and among AV Homes, Inc., certain subsidiaries of AV Homes, Inc., and Wilmington Trust, National Association, as Trustee, in respect of 8.500% Senior Notes Due 2019 (filed as Exhibit 4.1 to Form 8-K filed July 1, 2014 (File No. 1-7395), and incorporated herein by reference).
|
4.7
|
*
|
Registration Rights Agreement, dated June 30, 2014, by and among AV Homes, Inc., certain subsidiaries of AV Homes, Inc., and J.P. Morgan Securities LLC (filed as Exhibit 4.2 to Form 8-K filed July 1, 2014 (File No. 1-7395), and incorporated herein by reference).
|
10.1
|
*1
|
Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005 Restatement) (filed as Exhibit 10.1 to Form 8-K filed on May 31, 2005 (File No. 1-7395), and incorporated herein by reference).
|
10.2
|
*1
|
Amendment to Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005 Restatement) (filed as Exhibit 10.1 to Form 8-K filed on June 4, 2007 (File No. 1-7395), and incorporated herein by reference).
|
10.3
|
*1
|
Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) (filed as Exhibit 10.1 to Form 8-K filed on June 7, 2011 (File No. 1-7395), and incorporated herein by reference).
|
10.4
|
*1
|
AV Homes, Inc. 2015 Incentive Compensation Plan (filed as Appendix A to the Proxy Statement for the 2015 Annual Meeting of Stockholders (File No. 1-7355) and incorporated herein by reference).
|
10.5
|
*1
|
Form of Deferred Compensation Agreement for Non-Employee Director’s Fees (filed as Exhibit 10.1 to Form 8-K filed on June 17, 2005 (File No. 1-7395), and incorporated herein by reference).
|
10.6
|
*1
|
Amended and Restated Form of Deferred Compensation Agreement for Non-Employee Director’s Fees (filed as Exhibit 10.97 to Form 10-K for the year ended December 31, 2008 (File No. 1-7395), and incorporated herein by reference).
|
10.7
|
*1
|
Form of Non-Employee Director Amended and Restated Restricted Stock Unit Agreement (filed as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2009 (File No. 1-7395), and incorporated by reference).
|
10.8
|
*1
|
Form of Deferred Compensation Agreement for Non-Employee Director Fees - 2015 Plan (filed as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2015 (File No. 1-7395), and incorporated herein by reference).
|
10.9
|
*1
|
Form of Non-Employee Director Restricted Stock Unit Agreement for Directors under the AV Homes 2015 Incentive Compensation Plan (filed as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2015 (File No. 1-7395), and incorporated herein by reference).
|
10.1
|
*1
|
Form of performance-based Stock Award Agreement for executive officers (filed as Exhibit 10.1 to Form 10-Q/A for the quarter ended March 31, 2013 (File No. 1-7395), and incorporated herein by reference).
|
10.11
|
*1
|
Employment Agreement, dated as of February 5, 2014, by and among AV Homes, Inc. and Roger Cregg (filed as Exhibit 10.40 to Form 10-K filed on March 17, 2014 (File No. 1-7395), and incorporated herein by reference).
|
10.12
|
*1
|
Form of Employment Agreement for non-CEO executive officers (filed as Exhibit 10.10 to Form 10-K for the year ended December 31, 2014 (File No. 1-7395), and incorporated herein by reference).
|
10.13
|
*1
|
Form of Restricted Share Award Agreement for executive officers (filed as Exhibit 10.11 to Form 10-K for the year ended December 31, 2014 (File No. 1-7395), and incorporated herein by reference).
|
10.14
|
*1
|
Form of Performance Share Award Agreement for executive officers (filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2014 (File No. 1-7395), and incorporated herein by reference).
|
10.15
|
1
|
Form of Restricted Share Award Agreement for executive officers - 2015 Incentive Plan (filed herewith).
|
10.16
|
1
|
Form of Performance Share Award Agreement for executive officers - 2015 Incentive Plan (filed herewith).
|
10.17
|
*
|
Registration Rights Agreement, dated as of October 25, 2010, by and among Avatar Holdings Inc., JEN I, L.P. and JEN Residential LP (filed as Exhibit 10.83 to Form 10-K for the year ended December 31, 2010 (File No. 1-7395), and incorporated herein by reference).
|
Exhibit Number
|
Reference
|
Description
|
10.18
|
*
|
First Amendment, dated April 5, 2013, to Registration Rights Agreement, dated October 25, 2010 (filed as Exhibit 10.1 to Form 8-K filed on April 5, 2013 (File No. 1-7395), and incorporated herein by reference).
|
10.19
|
*
|
Securities Purchase Agreement, dated June 19, 2013, by and between AV Homes, Inc. and TPG Aviator, L.P. (filed as Exhibit 10.1 to Form 8-K filed on June 20, 2013 (File No. 1-7395), and incorporated herein by reference).
|
10.20
|
*
|
Stockholders Agreement, dated June 20, 2013, by and between AV Homes, Inc. and TPG Aviator, L.P. (filed as Exhibit 10.2 to Form 8-K filed on June 20, 2013 (File No. 1-7395), and incorporated herein by reference).
|
10.21
|
*
|
Management Services Agreement, dated June 20, 2013, by and between AV Homes, Inc., Avatar Properties Inc. and TPG VI Management, LLC (filed as Exhibit 10.3 to Form 8-K filed on June 20, 2013 (File No. 1-7395), and incorporated herein by reference).
|
10.22
|
*
|
Form of Indemnification Agreement for Directors and Officers (filed as Exhibit 10.4 to Form 8-K filed on June 20, 2013 (File No. 1-7395), and incorporated herein by reference).
|
10.23
|
*
|
Letter Agreement, dated June 19, 2013, by and between AV Homes, Inc. and TPG Aviator, L.P. (filed as Exhibit 10.5 to Form 8-K filed on June 20, 2013 (File No. 1-7395), and incorporated herein by reference).
|
10.24
|
*
|
Credit Agreement, dated April 7, 2014, by and among AV Homes, Inc., JPMorgan Chase Bank, N.A., as Lender, Administrative Agent and Collateral Agent, and the Lenders thereto (filed as Exhibit 10.1 to Form 8-K filed April 11, 2014 (File No. 1-7345), and incorporated herein by reference).
|
10.25
|
*
|
Form of Note Purchase Agreement for 6.00% Senior Convertible Notes due 2020 (filed as Exhibit 10.1 to Form 8-K dated June 17, 2015 (File No. 1-7395), and incorporated herein by reference).
|
12.1
|
|
Ratio of Earnings to Fixed Charges at December 31, 2015 (Filed herewith).
|
21
|
|
Subsidiaries of Registrant (filed herewith).
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm (filed herewith).
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
32.1
|
|
Certification of Chief Executive Officer required by 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002) (furnished herewith).
|
32.2
|
|
Certification of Principal Financial Officer required by 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002) (furnished herewith).
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
AV HOMES, INC.
|
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Roger A. Cregg
|
|
|
|
|
Roger A. Cregg, Director, President, and
Chief Executive Officer (Principal Executive Officer)
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Roger A. Cregg
|
|
|
|
|
Roger A. Cregg, Director, President, and
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Michael S. Burnett
|
|
|
|
|
Michael S. Burnett, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Joshua L. Nash
|
|
|
|
|
Joshua L. Nash, Director and Chairman of the Board
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Paul D. Barnett
|
|
|
|
|
Paul D. Barnett, Director
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Roger W. Einiger
|
|
|
|
|
Roger W. Einiger, Director
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Paul Hackwell
|
|
|
|
|
Paul Hackwell, Director
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Jonathan M. Pertchik
|
|
|
|
|
Jonathan M. Pertchik, Director
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Michael F. Profenius
|
|
|
|
|
Michael F. Profenius, Director
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Aaron Ratner
|
|
|
|
|
Aaron Ratner, Director
|
|
|
|
|
|
Dated:
|
March 4, 2016
|
|
By:
|
/s/ Joel M. Simon
|
|
|
|
|
Joel M. Simon, Director
|
Name of Participant: [__________]
|
|
||
Number of Restricted Shares: [______]
|
Grant Date: [_________]
|
|
|
Vesting Schedule: Restricted Shares will vest in the amounts and on the dates shown below if the vesting conditions set forth in the Terms and Conditions are satisfied.
|
|
||
Scheduled Vesting Dates
[______]
|
Number of Restricted Shares That Will Vest
[______]
|
1.
|
Grant of Restricted Shares
. The Company hereby grants to you, as of the Grant Date specified on the cover page of this Agreement and subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Restricted Shares specified on the cover page of this Agreement. Unless and until these Restricted Shares vest as provided in Section 4 below, they are subject to the restrictions specified in Section 3 of this Agreement.
|
2.
|
Delivery of Restricted Shares
. As soon as practicable after the Grant Date, the Company will cause its transfer agent to maintain a book entry account in your name reflecting the issuance of the Restricted Shares. The Secretary of the Company and the Company's transfer agent will cause the Restricted Shares to be maintained in such book entry account until the Restricted Shares either vest as provided in Section 4 or are forfeited as provided in Section 6. The book entry account that reflects the issuance of such Restricted Shares will be subject to stop transfer instructions as provided in Section 10. Your right to receive this Restricted Share Award is conditioned upon your execution and delivery to the Company of any instruments of assignment that may be necessary to permit transfer to the Company of all or a portion of the Restricted Shares if such Restricted Shares are forfeited in whole or in part.
|
(i)
|
dividends and other distributions declared and paid with respect to the Restricted Shares before they vest shall be subject to Section 3(c);
|
(ii)
|
none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered, subjected to a levy or attachment or disposed of before they vest other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or, if and to the extent permitted under the Plan, pursuant to a beneficiary designation submitted to the Company; and
|
(iii)
|
all or a portion of the Restricted Shares may be forfeited in accordance with Section 6.
|
4.
|
Vesting of Restricted Shares
.
|
5.
|
Release of Unrestricted Shares
. Upon the vesting of Restricted Shares and the corresponding lapse of the Restrictions as to those Shares, and after the Company has determined that all conditions to the release of unrestricted shares of Company common stock to you, including Sections 8 and 11 of this Agreement, have been satisfied, it shall release to you such unrestricted shares, as evidenced by issuance to you of a stock certificate without restrictive legend, by electronic delivery of such shares to a brokerage account designated by you, or by an unrestricted book-entry registration of such shares with the Company’s transfer agent.
|
6.
|
Forfeiture of Restricted Shares
.
Subject to Section 4(b), if your employment with the Company and its subsidiaries terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the Restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.
|
7.
|
83(b) Election
. You may make and file with the Internal Revenue Service an election under Section 83(b) of the Internal Revenue Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value (as defined in Section 2(q) of the Plan) of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Company to provide for the timely payment of all applicable withholding taxes.
|
8.
|
Withholding Taxes
.
You hereby authorize the Company (or any Company subsidiary) to retain a portion of the unrestricted shares of Company common stock that would otherwise be released to you upon vesting of the Restricted Shares to satisfy any federal, state or local withholding taxes that may be due as a result of the receipt or vesting of the Restricted Shares, unless you have made other arrangements acceptable to the Company for payment of all such withholding taxes in accordance with the provisions of Section 14 of the Plan.
|
9.
|
Definitions
. For purposes of this Agreement, the following terms shall have the meanings indicated:
|
10.
|
Stop Transfer Instructions
.
In order to ensure compliance with the Restrictions, the Company will issue appropriate “stop transfer” instructions to its transfer agent which will apply to the Restricted Shares until they vest. The Company shall not be required (i) to transfer on its books any Restricted Shares that have purportedly been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to accord the right to vote or receive dividends to any transferee to whom such Restricted Shares shall have been purportedly sold or transferred in violation of any of the provisions of this Agreement.
|
11.
|
Compliance with Applicable Legal Requirements
. No unrestricted shares of Company common stock deliverable pursuant to this Agreement shall be delivered unless the such delivery complies with all applicable legal requirements, including compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of the exchange(s) on which the Company’s common stock may, at the time, be listed. Any stock certificate or book-entry evidencing shares of Company common stock to be delivered pursuant to this Agreement that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction.
|
12.
|
Governing Plan Document
. This Agreement and Restricted Share Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan, as it may be amended from time to time, will govern. You acknowledge that any shares of Company common stock delivered pursuant to this Agreement will be subject to the terms of the Company’s Securities Trading Policy or any successor insider trading policy adopted by the Company from time to time.
|
13.
|
Choice of Law
. This Agreement will be interpreted and enforced under the laws of the state of Delaware (without regard to its conflicts or choice of law principles).
|
14.
|
Binding Effect
. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.
|
15.
|
No Right to Continued Employment
. This Agreement does not give you a right to continued employment with the Company or any of its subsidiaries, and the Company or any such subsidiary may terminate your employment at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.
|
16.
|
Notices
. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company at its office at 8601 N. Scottsdale Road, Suite 225, Scottsdale, Arizona 85253,
|
17.
|
No Waiver; Amendments
. The failure of either party hereto to enforce at any time any provision of this Agreement shall in no way be construed as a waiver of such provision or of any other provision of this Agreement. This Agreement can be modified or amended only by a written agreement signed or otherwise authenticated in a manner approved by the Company by both parties hereto.
|
1.
|
Grant of Performance Shares
. The Company hereby grants to you, as of the Grant Date specified on the cover page of this Agreement and subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Performance Shares specified on the cover page of this Agreement. Unless and until these Performance Shares vest as provided in Section 4 below, they are subject to the restrictions specified in Section 3 of this Agreement.
|
2.
|
Delivery of Performance Shares
. As soon as practicable after the Grant Date, the Company will cause its transfer agent to maintain a book entry account in your name reflecting the issuance of the Performance Shares. The Secretary of the Company and the Company's transfer agent will cause the Performance Shares to be maintained as restricted shares in such book entry account until the Performance Shares either vest as provided in Section 4 or are forfeited as provided in Section 7. The book entry account that reflects the issuance of such Performance Shares will be subject to stop transfer instructions as provided in Section 11. Your right to receive this Performance Share Award is conditioned upon your execution and delivery to the Company of any instruments of assignment that may be necessary to permit transfer to the Company of all or a portion of the Performance Shares if such Performance Shares are forfeited in whole or in part.
|
(i)
|
dividends and other distributions declared and paid with respect to the Performance Shares before they vest shall be subject to Section 3(c);
|
(ii)
|
none of the Performance Shares may be sold, transferred, assigned, pledged or otherwise encumbered, subjected to a levy or attachment or disposed of before they vest other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or, if and to the extent permitted under the Plan, pursuant to a beneficiary designation submitted to the Company; and
|
(iii)
|
all or a portion of the Performance Shares may be forfeited in accordance with Section 7.
|
4.
|
Vesting of Performance Shares
.
|
5.
|
Earned Performance Shares
. Whether and to what degree the Performance Shares subject to this Award will have been earned as of the Scheduled Vesting Date will be determined by whether and to what degree the Company has satisfied the applicable performance objective(s) for the performance period beginning on January 1, 2016 and ending on December 31, 2018 (the “Performance Period”) as set forth in
Appendix A
. Unearned Performance Shares are subject to forfeiture as provided in Section 7.
|
6.
|
Release of Unrestricted Shares
. Upon the vesting of Performance Shares and the corresponding lapse of the Restrictions, and after the Company has determined that all conditions to the release of unrestricted shares of Company common stock to you, including Sections 9 and 12 of this Agreement, have been satisfied, it shall release to you such unrestricted shares, as evidenced by issuance to you of a stock certificate without restrictive legend, by electronic delivery of such shares to a brokerage account designated by you, or by an unrestricted book-entry registration of such shares with the Company’s transfer agent.
|
7.
|
Forfeiture of Performance Shares
.
Subject to Section 4(b), if your employment with the Company and its subsidiaries terminates before all of the Performance Shares have vested, or if you attempt to transfer Performance Shares in a manner contrary to the Restrictions, you will immediately forfeit all unvested Performance Shares. In addition, any Performance Shares that are not earned as of the completion of the Performance Period will immediately be forfeited. Any Performance Shares that are forfeited shall be returned to the Company for cancellation.
|
8.
|
83(b) Election
. You may make and file with the Internal Revenue Service an election under Section 83(b) of the Internal Revenue Code with respect to the grant of the Performance Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value (as defined in Section 2(q) of the Plan) of the Performance Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 9 as are satisfactory to the Company to provide for the timely payment of all applicable withholding taxes.
|
9.
|
Withholding Taxes
.
You hereby authorize the Company (or any Company subsidiary) to retain a portion of the unrestricted shares of Company common stock that would otherwise be released to you upon vesting of the Performance Shares to satisfy any federal, state or local withholding taxes that may be due as a result of the receipt or vesting of the Performance Shares, unless you have made other arrangements acceptable to the Company for payment of all such withholding taxes in accordance with the provisions of Section 14 of the Plan.
|
10.
|
Definitions
. For purposes of this Agreement, the following terms shall have the meanings indicated:
|
11.
|
Stop Transfer Instructions
.
In order to ensure compliance with the Restrictions, the Company will issue appropriate “stop transfer” instructions to its transfer agent which will apply to the Performance Shares until they vest. The Company shall not be required (i) to transfer on its books any Performance Shares that have purportedly been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Performance Shares or to accord the right to vote or receive dividends to any transferee to whom such Performance Shares shall have been purportedly sold or transferred in violation of any of the provisions of this Agreement.
|
12.
|
Compliance with Applicable Legal Requirements
. No unrestricted shares of Company common stock deliverable pursuant to this Agreement shall be delivered unless the such delivery complies with all applicable legal requirements, including compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of the exchange(s) on which the Company’s common stock may, at the time, be listed. Any stock certificate or book-entry evidencing shares of Company common stock to be delivered pursuant to this Agreement that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction.
|
13.
|
Governing Plan Document
. This Agreement and Performance Share Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan, as it may be amended from time to time, will govern. You acknowledge that any shares of Company common stock delivered pursuant to this Agreement will be subject to the terms of the Company’s Securities Trading Policy or any successor insider trading policy adopted by the Company from time to time.
|
14.
|
Choice of Law
. This Agreement will be interpreted and enforced under the laws of the state of Delaware (without regard to its conflicts or choice of law principles).
|
15.
|
Binding Effect
. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.
|
16.
|
No Right to Continued Employment
. This Agreement does not give you a right to continued employment with the Company or any of its subsidiaries, and the Company or any such subsidiary may terminate your employment at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.
|
17.
|
Notices
. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company at its office at 8601 N. Scottsdale Road, Suite 225, Scottsdale, Arizona 85253, Attention: Corporate Secretary, and all notices or communications by the Company to you may be given to you personally or may be mailed or emailed to you at the applicable address indicated in the Company's records as your most recent mailing or email address.
|
18.
|
No Waiver; Amendments
. The failure of either party hereto to enforce at any time any provision of this Agreement shall in no way be construed as a waiver of such provision or of any other provision of this Agreement. This Agreement can be modified or amended only by a written agreement signed or otherwise authenticated in a manner approved by the Company by both parties hereto.
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and effects of changes in accounting principles
|
$
|
(165,704
|
)
|
|
$
|
(87,683
|
)
|
|
$
|
(8,272
|
)
|
|
$
|
(1,603
|
)
|
|
$
|
12,386
|
|
Less:
net income (loss) from non-controlling interests
|
(296
|
)
|
|
2,552
|
|
|
1,205
|
|
|
329
|
|
|
—
|
|
|||||
Plus:
fixed charges
|
10,088
|
|
|
9,266
|
|
|
9,330
|
|
|
18,148
|
|
|
28,277
|
|
|||||
Plus:
amortization of previously capitalized interest
|
273
|
|
|
913
|
|
|
2,455
|
|
|
4,622
|
|
|
11,041
|
|
|||||
Less:
capitalized interest
|
439
|
|
|
1,263
|
|
|
6,466
|
|
|
12,302
|
|
|
19,168
|
|
|||||
Earnings
|
$
|
(155,486
|
)
|
|
$
|
(81,319
|
)
|
|
$
|
(4,158
|
)
|
|
$
|
8,536
|
|
|
$
|
32,536
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
$
|
8,192
|
|
|
$
|
6,658
|
|
|
$
|
7,769
|
|
|
$
|
16,078
|
|
|
$
|
25,590
|
|
Amortization of discount and debt issue costs
|
1,763
|
|
|
2,578
|
|
|
1,527
|
|
|
2,029
|
|
|
2,617
|
|
|||||
Interest portion of rental expense
|
133
|
|
|
30
|
|
|
34
|
|
|
41
|
|
|
70
|
|
|||||
Fixed charges
|
$
|
10,088
|
|
|
$
|
9,266
|
|
|
$
|
9,330
|
|
|
$
|
18,148
|
|
|
$
|
28,277
|
|
Ratio of earnings to fixed charges
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
0.47
|
|
|
1.15
|
|
|||||
Excess (deficiency) amount
|
$
|
(165,574
|
)
|
|
$
|
(90,585
|
)
|
|
$
|
(13,488
|
)
|
|
$
|
(9,612
|
)
|
|
$
|
4,259
|
|
Name
|
Jurisdiction
|
AV Homes Legacy Developers, Inc.
|
Florida
|
AV Homes of Arizona, LLC
|
Arizona
|
Avatar Homes of Arizona, Inc.
|
Arizona
|
Avatar Properties Inc.
|
Florida
|
Avatar Retirement Communities, Inc.
|
Delaware
|
AVH Bethpage, LLC
|
Arizona
|
AVH Carolinas, LLC
|
Arizona
|
AVH EM, LLC
|
Arizona
|
AVH North Florida, LLC
|
Florida
|
AVH Realty, LLC
|
Florida
|
Bonterra Builders, LLC
|
North Carolina
|
EM 646, LLC (JV)
|
Arizona
|
JCH Construction, LLC
|
Arizona
|
JCH Construction, LLC
|
Nevada
|
JCH Group, LLC
|
Delaware
|
JEN Florida II, LLC
|
Florida
|
Joseph Carl Homes, LLC
|
Nevada
|
Rio Rico Properties Inc.
|
Arizona
|
Royal Oak Homes, LLC
|
Florida
|
Solivita at Poinciana, Inc.
|
Florida
|
Solivita at Poinciana Golf Club, Inc.
|
Florida
|
Solivita at Poinciana Recreation, Inc.
|
Florida
|
Vitalia at Tradition, LLC
|
Florida
|
(1)
|
Registration Statements (Form S-8 No. 333-63278, Form S-8 No. 333-125555, Form S-8 No. 333-147263, and Form S-8 No. 333-175066) pertaining to the Amended and Restated 1997 Incentive and Capital Accumulation Plan of Avatar Holdings Inc. and Registration Statement (Form S-8 No. 333-206011) pertaining to the 2015 Incentive Compensation Plan of AV Homes, Inc., and
|
(2)
|
Registration Statement (Form S-3 No. 333-187763) of AV Homes, Inc.
and related Prospectus for the registration of $200,000,000 in common stock, preferred stock, and debt securities;
|
|
/s/ Ernst & Young LLP
|
Date:
|
March 4, 2016
|
|
/s/ Roger A. Cregg
|
|
|
|
Roger A. Cregg
President and Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
March 4, 2016
|
|
/s/ Michael S. Burnett
|
|
|
|
Michael S. Burnett
|
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
the accompanying Report on Form 10-K of the Company for the year ended December 31, 2015 (the “Report”), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Roger A. Cregg
|
|
Roger A. Cregg
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(1)
|
the accompanying Report on Form 10-K of the Company for the year ended December 31, 2015 (the “Report”), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Michael S. Burnett
|
|
Michael S. Burnett
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|