ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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|
33-0864902
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
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|
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4695 MacArthur Court, 8
th
Floor
Newport Beach, California
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92660
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Class of Common Stock
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Outstanding at May 6, 2016
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|
Common stock, Class A, par value $0.01
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27,856,010
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Common stock, Class B, par value $0.01
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3,813,884
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Page
No.
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Item 1.
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Financial Statements as of March 31, 2016, and for the three months ended March 31, 2016 and 2015 (Unaudited)
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 1.
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Financial Statements
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March 31,
2016 |
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December 31,
2015 |
||||
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(unaudited)
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|
||||
ASSETS
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|
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|
||||
Cash and cash equivalents — Note 1
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$
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35,798
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$
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50,203
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Restricted cash — Note 1
|
505
|
|
|
504
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Receivables
|
6,124
|
|
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14,838
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Escrow proceeds receivable
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3,024
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|
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3,041
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Real estate inventories — Note 5
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1,753,315
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1,675,106
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Investment in joint ventures — Note 3
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6,414
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5,413
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Goodwill
|
66,902
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66,902
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Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015
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6,700
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6,700
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Deferred income taxes, net
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79,631
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|
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79,726
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Other assets, net
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20,622
|
|
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21,017
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Total assets
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$
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1,979,035
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|
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$
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1,923,450
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LIABILITIES AND EQUITY
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|
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|
||||
Accounts payable
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$
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78,854
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$
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75,881
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Accrued expenses
|
71,576
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|
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70,324
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Notes payable — Note 6
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185,817
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|
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175,181
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Subordinated amortizing notes — Note 6
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12,390
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14,066
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5
3
/
4
% Senior Notes due April 15, 2019 — Note 6
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148,429
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148,295
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8
1
/
2
% Senior Notes due November 15, 2020 — Note 6
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422,887
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|
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422,896
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7% Senior Notes due August 15, 2022 — Note 6
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345,474
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|
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345,338
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|
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1,265,427
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|
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1,251,981
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Commitments and contingencies — Note 12
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Equity:
|
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|
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William Lyon Homes stockholders’ equity
|
|
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|
||||
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively
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—
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|
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—
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Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 28,964,219 and 28,363,879 shares issued, 27,856,010 and 27,657,435 outstanding at March 31, 2016 and December 31, 2015, respectively
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290
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|
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284
|
|
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Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 3,813,884 shares issued and outstanding at March 31, 2016 and December 31, 2015
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38
|
|
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38
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Additional paid-in capital
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414,226
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413,810
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Retained earnings
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226,977
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217,963
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Total William Lyon Homes stockholders’ equity
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641,531
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632,095
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Noncontrolling interests — Note 2
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72,077
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|
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39,374
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Total equity
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713,608
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|
|
671,469
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Total liabilities and equity
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$
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1,979,035
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|
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$
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1,923,450
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|
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Three
Months Ended March 31, 2016 |
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Three
Months Ended March 31, 2015 |
||||
Operating revenue
|
|
|
|
||||
Home sales
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$
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261,295
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$
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189,715
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Construction services — Note 1
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3,130
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7,453
|
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264,425
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197,168
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|
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Operating costs
|
|
|
|
||||
Cost of sales — homes
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(215,171
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)
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(154,081
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)
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Construction services — Note 1
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(2,824
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)
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(6,029
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)
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Sales and marketing
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(14,993
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)
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(12,224
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)
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General and administrative
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(17,834
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)
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(13,948
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)
|
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Amortization of intangible assets
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—
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|
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(203
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)
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Other
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(323
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)
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(536
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)
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||
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(251,145
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)
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(187,021
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)
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Operating income
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13,280
|
|
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10,147
|
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Equity in income of unconsolidated joint ventures
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1,181
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248
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Other income, net
|
525
|
|
|
781
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Income before provision for income taxes
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14,986
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11,176
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|
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Provision for income taxes — Note 9
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(5,045
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)
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(3,570
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)
|
||
Net income
|
9,941
|
|
|
7,606
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|
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Less: Net income attributable to noncontrolling interests
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(927
|
)
|
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(924
|
)
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Net income available to common stockholders
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$
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9,014
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|
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$
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6,682
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Income per common share:
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|
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Basic
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$
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0.25
|
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$
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0.18
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Diluted
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$
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0.24
|
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$
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0.18
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Weighted average common shares outstanding:
|
|
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|
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Basic
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36,651,846
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36,463,995
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Diluted
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38,303,861
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37,633,831
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William Lyon Homes Stockholders
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|||||||||||||||||
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Common Stock
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Additional
Paid-In
|
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Non-
Controlling
|
|
|
|||||||||||||
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Shares
|
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Amount
|
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Capital
|
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Retained Earnings
|
|
Interests
|
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Total
|
|||||||||||
Balance - December 31, 2015
|
32,178
|
|
|
$
|
322
|
|
|
$
|
413,810
|
|
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$
|
217,963
|
|
|
$
|
39,374
|
|
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$
|
671,469
|
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Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,014
|
|
|
927
|
|
|
9,941
|
|
|||||
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,241
|
|
|
33,241
|
|
|||||
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,465
|
)
|
|
(1,465
|
)
|
|||||
Shares remitted to Company to satisfy employee tax obligations
|
(70
|
)
|
|
(1
|
)
|
|
(843
|
)
|
|
—
|
|
|
—
|
|
|
(844
|
)
|
|||||
Stock based compensation expense
|
670
|
|
|
7
|
|
|
1,485
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
|||||
Reversal of excess income tax benefit from stock based awards
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|||||
Balance - March 31, 2016
|
32,778
|
|
|
$
|
328
|
|
|
$
|
414,226
|
|
|
$
|
226,977
|
|
|
$
|
72,077
|
|
|
$
|
713,608
|
|
|
Three
Months Ended March 31, 2016 |
|
Three
Months Ended March 31, 2015 |
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
9,941
|
|
|
$
|
7,606
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
498
|
|
|
557
|
|
||
Net change in deferred income taxes
|
95
|
|
|
(322
|
)
|
||
Stock based compensation expense
|
1,492
|
|
|
1,351
|
|
||
Equity in earnings of unconsolidated joint ventures
|
(1,181
|
)
|
|
(248
|
)
|
||
Distributions from unconsolidated joint ventures
|
324
|
|
|
76
|
|
||
Net changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
(1
|
)
|
|
—
|
|
||
Receivables
|
2,382
|
|
|
11
|
|
||
Escrow proceeds receivable
|
17
|
|
|
(4,278
|
)
|
||
Real estate inventories
|
(77,662
|
)
|
|
(63,101
|
)
|
||
Other assets
|
317
|
|
|
978
|
|
||
Accounts payable
|
2,973
|
|
|
7,439
|
|
||
Accrued expenses
|
1,269
|
|
|
(11,165
|
)
|
||
Net cash used in operating activities
|
(59,536
|
)
|
|
(61,096
|
)
|
||
Investing activities
|
|
|
|
||||
Investments in and advances to unconsolidated joint ventures
|
—
|
|
|
(1,000
|
)
|
||
Collection of related party note receivable
|
6,188
|
|
|
—
|
|
||
Purchases of property and equipment
|
(526
|
)
|
|
(150
|
)
|
||
Net cash provided by (used in) investing activities
|
5,662
|
|
|
(1,150
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from borrowings on notes payable
|
53,162
|
|
|
6,148
|
|
||
Principal payments on notes payable
|
(26,526
|
)
|
|
(6,962
|
)
|
||
Proceeds from borrowings on Revolver
|
55,000
|
|
|
89,000
|
|
||
Payments on Revolver
|
(71,000
|
)
|
|
(40,000
|
)
|
||
Principal payments on subordinated amortizing notes
|
(1,676
|
)
|
|
(1,760
|
)
|
||
Payment of deferred loan costs
|
(197
|
)
|
|
(561
|
)
|
||
Proceeds from stock options exercised
|
—
|
|
|
106
|
|
||
Shares remitted to, or withheld by the Company for employee tax withholding
|
(844
|
)
|
|
(1,632
|
)
|
||
Excess income tax benefit from stock based awards
|
(226
|
)
|
|
—
|
|
||
Noncontrolling interest contributions
|
33,241
|
|
|
—
|
|
||
Noncontrolling interest distributions
|
(1,465
|
)
|
|
(5,414
|
)
|
||
Net cash provided by financing activities
|
39,469
|
|
|
38,925
|
|
||
Net decrease in cash and cash equivalents
|
(14,405
|
)
|
|
(23,321
|
)
|
||
Cash and cash equivalents — beginning of period
|
50,203
|
|
|
52,771
|
|
||
Cash and cash equivalents — end of period
|
$
|
35,798
|
|
|
$
|
29,450
|
|
|
|
|
|
||||
Cash paid during the year for income taxes
|
$
|
100
|
|
|
$
|
6,229
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
||||
Issuance of note payable related to land acquisition
|
$
|
—
|
|
|
$
|
9,500
|
|
|
Three
Months Ended March 31, 2016 |
|
Three
Months Ended March 31, 2015 |
||||
Warranty liability, beginning of period
|
$
|
18,117
|
|
|
$
|
18,155
|
|
Warranty provision during period
|
1,429
|
|
|
1,391
|
|
||
Warranty payments during period
|
(3,290
|
)
|
|
(2,011
|
)
|
||
Warranty charges related to construction services projects
|
103
|
|
|
180
|
|
||
Warranty liability, end of period
|
$
|
16,359
|
|
|
$
|
17,715
|
|
|
Three
Months Ended March 31, 2016 |
|
Three
Months Ended March 31, 2015 |
||||
Interest incurred
|
$
|
20,261
|
|
|
$
|
18,033
|
|
Less: Interest capitalized
|
20,261
|
|
|
18,033
|
|
||
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
14,911
|
|
|
$
|
11,700
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||
Revenues
|
$
|
3,967
|
|
|
$
|
706
|
|
Cost of sales
|
(1,925
|
)
|
|
(382
|
)
|
||
Income of unconsolidated joint ventures
|
$
|
2,042
|
|
|
$
|
324
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
|
||||||
|
Cash
|
|
$
|
7,037
|
|
|
$
|
6,340
|
|
|
|
Loans held for sale
|
|
30,294
|
|
|
29,312
|
|
|||
|
Accounts receivable
|
|
159
|
|
|
309
|
|
|||
|
Other assets
|
|
61
|
|
|
390
|
|
|||
|
|
Total Assets
|
|
$
|
37,551
|
|
|
$
|
36,351
|
|
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||||
|
Accounts payable
|
|
$
|
326
|
|
|
$
|
651
|
|
|
|
Accrued expenses
|
835
|
|
|
774
|
|
||||
|
Credit lines payable
|
27,613
|
|
|
27,350
|
|
||||
|
Other liabilities
|
21
|
|
|
515
|
|
||||
|
Members equity
|
8,756
|
|
|
7,061
|
|
||||
|
|
Total Liabilities and Equity
|
$
|
37,551
|
|
|
$
|
36,351
|
|
|
Three
Months Ended March 31, 2016 |
|
Three
Months Ended March 31, 2015 |
||||
Operating revenue:
|
|
|
|
||||
California
(1)
|
$
|
95,884
|
|
|
$
|
86,793
|
|
Arizona
|
21,047
|
|
|
7,186
|
|
||
Nevada
|
30,741
|
|
|
27,242
|
|
||
Colorado
|
26,393
|
|
|
18,189
|
|
||
Washington
|
32,901
|
|
|
31,280
|
|
||
Oregon
|
57,459
|
|
|
26,478
|
|
||
Total operating revenue
|
$
|
264,425
|
|
|
$
|
197,168
|
|
|
|
|
|
||||
(1)
Operating revenue in the California segment includes construction services revenue.
|
|||||||
|
Three
Months Ended March 31, 2016 |
|
Three
Months Ended March 31, 2015 |
||||
Income before provision for income taxes
|
|
|
|
||||
California
|
$
|
9,923
|
|
|
$
|
9,312
|
|
Arizona
|
1,499
|
|
|
304
|
|
||
Nevada
|
2,558
|
|
|
3,362
|
|
||
Colorado
|
429
|
|
|
(170
|
)
|
||
Washington
|
1,423
|
|
|
2,573
|
|
||
Oregon
|
6,958
|
|
|
2,245
|
|
||
Corporate
|
(7,804
|
)
|
|
(6,450
|
)
|
||
Income before provision for income taxes
|
$
|
14,986
|
|
|
$
|
11,176
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Homebuilding assets:
|
|
|
|
||||
California
|
$
|
705,240
|
|
|
$
|
721,066
|
|
Arizona
|
203,202
|
|
|
197,828
|
|
||
Nevada
|
206,081
|
|
|
183,019
|
|
||
Colorado
|
118,789
|
|
|
118,307
|
|
||
Washington
|
324,574
|
|
|
249,615
|
|
||
Oregon
|
231,654
|
|
|
228,183
|
|
||
Corporate (1)
|
189,495
|
|
|
225,432
|
|
||
Total homebuilding assets
|
$
|
1,979,035
|
|
|
$
|
1,923,450
|
|
(1)
|
Comprised primarily of cash and cash equivalents, deferred income taxes, receivables, and other assets.
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Real estate inventories:
|
|
|
|
||||
Land deposits
|
$
|
68,885
|
|
|
$
|
61,514
|
|
Land and land under development
|
1,041,612
|
|
|
1,013,650
|
|
||
Homes completed and under construction
|
539,746
|
|
|
495,966
|
|
||
Model homes
|
103,072
|
|
|
103,976
|
|
||
Total
|
$
|
1,753,315
|
|
|
$
|
1,675,106
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Notes payable:
|
|
|
|
||||
Construction notes payable
|
$
|
136,817
|
|
|
$
|
110,181
|
|
Revolving line of credit
|
49,000
|
|
|
65,000
|
|
||
Total notes payable
|
185,817
|
|
|
175,181
|
|
||
|
|
|
|
||||
Subordinated amortizing notes
|
12,390
|
|
|
14,066
|
|
||
|
|
|
|
||||
Senior notes:
|
|
|
|
||||
5
3
/
4
% Senior Notes due April 15, 2019
|
148,429
|
|
|
148,295
|
|
||
8
1
/
2
% Senior Notes due November 15, 2020
|
422,887
|
|
|
422,896
|
|
||
7% Senior Notes due August 15, 2022
|
345,474
|
|
|
345,338
|
|
||
Total senior notes
|
916,790
|
|
|
916,529
|
|
||
|
|
|
|
||||
Total notes payable and senior notes
|
$
|
1,114,997
|
|
|
$
|
1,105,776
|
|
Issuance Date
|
|
Facility Size
|
|
Outstanding
|
|
Maturity
|
|
Current Rate
|
|
|||||
March, 2016
|
|
$
|
33.4
|
|
|
$
|
14.7
|
|
|
September, 2018
|
|
3.44
|
%
|
(1)
|
January, 2016
|
|
35.0
|
|
|
17.6
|
|
|
February, 2019
|
|
3.68
|
%
|
(2)
|
||
November, 2015
|
|
42.5
|
|
|
15.3
|
|
|
November, 2017
|
|
4.50
|
%
|
(1)
|
||
August, 2015
(4)
|
|
14.2
|
|
|
2.8
|
|
|
August, 2017
|
|
4.50
|
%
|
(1)
|
||
August, 2015
(4)
|
|
37.5
|
|
|
10.4
|
|
|
August, 2017
|
|
4.50
|
%
|
(1)
|
||
July, 2015
|
|
22.5
|
|
|
14.9
|
|
|
July, 2018
|
|
4.00
|
%
|
(3)
|
||
April, 2015
|
|
18.5
|
|
|
13.2
|
|
|
October, 2017
|
|
4.00
|
%
|
(3)
|
||
November, 2014
|
|
24.0
|
|
|
17.2
|
|
|
November, 2017
|
|
4.00
|
%
|
(3)
|
||
November, 2014
|
|
22.0
|
|
|
15.5
|
|
|
November, 2017
|
|
4.00
|
%
|
(3)
|
||
March, 2014
|
|
26.0
|
|
|
15.2
|
|
|
October, 2016
|
|
3.43
|
%
|
(1)
|
||
|
|
$
|
275.6
|
|
|
$
|
136.8
|
|
|
|
|
|
|
•
|
a prepaid stock purchase contract (a “purchase contract”); and
|
•
|
a senior subordinated amortizing note (an “amortizing note”).
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
30,178
|
|
|
$
|
194
|
|
|
$
|
5,426
|
|
|
$
|
—
|
|
|
$
|
35,798
|
|
Restricted cash
|
—
|
|
|
505
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
505
|
|
||||||
Receivables
|
—
|
|
|
2,261
|
|
|
624
|
|
|
3,239
|
|
|
—
|
|
|
6,124
|
|
||||||
Escrow proceeds receivable
|
—
|
|
|
—
|
|
|
3,024
|
|
|
—
|
|
|
—
|
|
|
3,024
|
|
||||||
Real estate inventories
|
—
|
|
|
898,212
|
|
|
620,678
|
|
|
234,425
|
|
|
—
|
|
|
1,753,315
|
|
||||||
Investment in unconsolidated joint ventures
|
—
|
|
|
6,264
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
6,414
|
|
||||||
Goodwill
|
—
|
|
|
14,209
|
|
|
52,693
|
|
|
—
|
|
|
—
|
|
|
66,902
|
|
||||||
Intangibles, net
|
—
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
||||||
Deferred income taxes, net
|
—
|
|
|
79,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,631
|
|
||||||
Other assets, net
|
—
|
|
|
18,610
|
|
|
1,708
|
|
|
304
|
|
|
—
|
|
|
20,622
|
|
||||||
Investments in subsidiaries
|
641,531
|
|
|
(25,858
|
)
|
|
(597,916
|
)
|
|
—
|
|
|
(17,757
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
241,527
|
|
|
—
|
|
|
(241,527
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
641,531
|
|
|
$
|
1,024,012
|
|
|
$
|
329,382
|
|
|
$
|
243,394
|
|
|
$
|
(259,284
|
)
|
|
$
|
1,979,035
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
54,077
|
|
|
$
|
21,037
|
|
|
$
|
3,740
|
|
|
$
|
—
|
|
|
$
|
78,854
|
|
Accrued expenses
|
—
|
|
|
67,200
|
|
|
4,265
|
|
|
111
|
|
|
—
|
|
|
71,576
|
|
||||||
Notes payable
|
—
|
|
|
62,201
|
|
|
—
|
|
|
123,616
|
|
|
—
|
|
|
185,817
|
|
||||||
Subordinated amortizing notes
|
—
|
|
|
12,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,390
|
|
||||||
5
3
/
4
% Senior Notes
|
—
|
|
|
148,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,429
|
|
||||||
8
1
/
2
% Senior Notes
|
—
|
|
|
422,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422,887
|
|
||||||
7% Senior Notes
|
—
|
|
|
345,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345,474
|
|
||||||
Intercompany payables
|
—
|
|
|
171,819
|
|
|
—
|
|
|
69,708
|
|
|
(241,527
|
)
|
|
—
|
|
||||||
Total liabilities
|
—
|
|
|
1,284,477
|
|
|
25,302
|
|
|
197,175
|
|
|
(241,527
|
)
|
|
1,265,427
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
William Lyon Homes stockholders’ equity (deficit)
|
641,531
|
|
|
(260,465
|
)
|
|
304,080
|
|
|
(25,858
|
)
|
|
(17,757
|
)
|
|
641,531
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
72,077
|
|
|
—
|
|
|
72,077
|
|
||||||
Total liabilities and equity
|
$
|
641,531
|
|
|
$
|
1,024,012
|
|
|
$
|
329,382
|
|
|
$
|
243,394
|
|
|
$
|
(259,284
|
)
|
|
$
|
1,979,035
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon |
|
California
Lyon |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminating
Entries |
|
Consolidated
Company |
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
44,332
|
|
|
$
|
2,723
|
|
|
$
|
3,148
|
|
|
$
|
—
|
|
|
$
|
50,203
|
|
Restricted cash
|
—
|
|
|
504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
504
|
|
||||||
Receivables
|
—
|
|
|
8,986
|
|
|
937
|
|
|
4,915
|
|
|
—
|
|
|
14,838
|
|
||||||
Escrow proceeds receivable
|
—
|
|
|
2,020
|
|
|
1,021
|
|
|
—
|
|
|
—
|
|
|
3,041
|
|
||||||
Real estate inventories
|
—
|
|
|
922,990
|
|
|
589,762
|
|
|
162,354
|
|
|
—
|
|
|
1,675,106
|
|
||||||
Investment in unconsolidated joint ventures
|
—
|
|
|
5,263
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
5,413
|
|
||||||
Goodwill
|
—
|
|
|
14,209
|
|
|
52,693
|
|
|
—
|
|
|
—
|
|
|
66,902
|
|
||||||
Intangibles, net
|
—
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
||||||
Deferred income taxes, net
|
—
|
|
|
79,726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,726
|
|
||||||
Other assets, net
|
—
|
|
|
18,980
|
|
|
1,738
|
|
|
299
|
|
|
—
|
|
|
21,017
|
|
||||||
Investments in subsidiaries
|
632,095
|
|
|
(34,522
|
)
|
|
(561,546
|
)
|
|
—
|
|
|
(36,027
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
239,248
|
|
|
—
|
|
|
(239,248
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
632,095
|
|
|
$
|
1,062,488
|
|
|
$
|
333,426
|
|
|
$
|
170,716
|
|
|
$
|
(275,275
|
)
|
|
$
|
1,923,450
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
45,065
|
|
|
$
|
27,807
|
|
|
$
|
3,009
|
|
|
$
|
—
|
|
|
$
|
75,881
|
|
Accrued expenses
|
—
|
|
|
62,167
|
|
|
8,059
|
|
|
98
|
|
|
—
|
|
|
70,324
|
|
||||||
Notes payable
|
—
|
|
|
80,915
|
|
|
—
|
|
|
94,266
|
|
|
—
|
|
|
175,181
|
|
||||||
Subordinated amortizing notes
|
—
|
|
|
14,066
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,066
|
|
||||||
5
3
/
4
% Senior Notes
|
—
|
|
|
148,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,295
|
|
||||||
8
1
/
2
% Senior Notes
|
—
|
|
|
422,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422,896
|
|
||||||
7% Senior Notes
|
—
|
|
|
345,338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345,338
|
|
||||||
Intercompany payables
|
—
|
|
|
170,757
|
|
|
—
|
|
|
68,491
|
|
|
(239,248
|
)
|
|
—
|
|
||||||
Total liabilities
|
—
|
|
|
1,289,499
|
|
|
35,866
|
|
|
165,864
|
|
|
(239,248
|
)
|
|
1,251,981
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
William Lyon Homes stockholders’ equity (deficit)
|
632,095
|
|
|
(227,011
|
)
|
|
297,560
|
|
|
(34,522
|
)
|
|
(36,027
|
)
|
|
632,095
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
39,374
|
|
|
—
|
|
|
39,374
|
|
||||||
Total liabilities and equity
|
$
|
632,095
|
|
|
$
|
1,062,488
|
|
|
$
|
333,426
|
|
|
$
|
170,716
|
|
|
$
|
(275,275
|
)
|
|
$
|
1,923,450
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
100,824
|
|
|
$
|
137,800
|
|
|
$
|
22,671
|
|
|
$
|
—
|
|
|
$
|
261,295
|
|
Construction services
|
—
|
|
|
3,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,130
|
|
||||||
Management fees
|
—
|
|
|
(680
|
)
|
|
—
|
|
|
—
|
|
|
680
|
|
|
—
|
|
||||||
|
—
|
|
|
103,274
|
|
|
137,800
|
|
|
22,671
|
|
|
680
|
|
|
264,425
|
|
||||||
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
(78,879
|
)
|
|
(115,560
|
)
|
|
(20,052
|
)
|
|
(680
|
)
|
|
(215,171
|
)
|
||||||
Construction services
|
—
|
|
|
(2,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,824
|
)
|
||||||
Sales and marketing
|
—
|
|
|
(5,950
|
)
|
|
(7,625
|
)
|
|
(1,418
|
)
|
|
—
|
|
|
(14,993
|
)
|
||||||
General and administrative
|
—
|
|
|
(14,006
|
)
|
|
(3,828
|
)
|
|
—
|
|
|
—
|
|
|
(17,834
|
)
|
||||||
Other
|
—
|
|
|
(369
|
)
|
|
46
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
||||||
|
—
|
|
|
(102,028
|
)
|
|
(126,967
|
)
|
|
(21,470
|
)
|
|
(680
|
)
|
|
(251,145
|
)
|
||||||
Income from subsidiaries
|
9,014
|
|
|
2,237
|
|
|
—
|
|
|
—
|
|
|
(11,251
|
)
|
|
—
|
|
||||||
Operating income
|
9,014
|
|
|
3,483
|
|
|
10,833
|
|
|
1,201
|
|
|
(11,251
|
)
|
|
13,280
|
|
||||||
Equity in income from unconsolidated joint ventures
|
—
|
|
|
1,002
|
|
|
179
|
|
|
—
|
|
|
—
|
|
|
1,181
|
|
||||||
Other income (expense), net
|
—
|
|
|
773
|
|
|
(9
|
)
|
|
(239
|
)
|
|
—
|
|
|
525
|
|
||||||
Income before provision for income taxes
|
9,014
|
|
|
5,258
|
|
|
11,003
|
|
|
962
|
|
|
(11,251
|
)
|
|
14,986
|
|
||||||
Provision for income taxes
|
—
|
|
|
(5,045
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,045
|
)
|
||||||
Net income
|
9,014
|
|
|
213
|
|
|
11,003
|
|
|
962
|
|
|
(11,251
|
)
|
|
9,941
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(927
|
)
|
|
—
|
|
|
(927
|
)
|
||||||
Net income available to common stockholders
|
$
|
9,014
|
|
|
$
|
213
|
|
|
$
|
11,003
|
|
|
$
|
35
|
|
|
$
|
(11,251
|
)
|
|
$
|
9,014
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
89,544
|
|
|
$
|
83,134
|
|
|
$
|
17,037
|
|
|
$
|
—
|
|
|
$
|
189,715
|
|
Construction services
|
—
|
|
|
7,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,453
|
|
||||||
Management fees
|
—
|
|
|
(511
|
)
|
|
—
|
|
|
—
|
|
|
511
|
|
|
—
|
|
||||||
|
—
|
|
|
96,486
|
|
|
83,134
|
|
|
17,037
|
|
|
511
|
|
|
197,168
|
|
||||||
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
(68,876
|
)
|
|
(70,384
|
)
|
|
(14,310
|
)
|
|
(511
|
)
|
|
(154,081
|
)
|
||||||
Construction services
|
—
|
|
|
(6,029
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,029
|
)
|
||||||
Sales and marketing
|
—
|
|
|
(5,754
|
)
|
|
(5,524
|
)
|
|
(946
|
)
|
|
—
|
|
|
(12,224
|
)
|
||||||
General and administrative
|
—
|
|
|
(11,319
|
)
|
|
(2,629
|
)
|
|
—
|
|
|
—
|
|
|
(13,948
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
||||||
Other
|
—
|
|
|
(1,136
|
)
|
|
600
|
|
|
—
|
|
|
—
|
|
|
(536
|
)
|
||||||
|
—
|
|
|
(93,317
|
)
|
|
(77,937
|
)
|
|
(15,256
|
)
|
|
(511
|
)
|
|
(187,021
|
)
|
||||||
Income from subsidiaries
|
6,682
|
|
|
(6,744
|
)
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
||||||
Operating income (loss)
|
6,682
|
|
|
(3,575
|
)
|
|
5,197
|
|
|
1,781
|
|
|
62
|
|
|
10,147
|
|
||||||
Equity in income from unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
—
|
|
|
248
|
|
||||||
Other income (expense), net
|
—
|
|
|
4,366
|
|
|
4,813
|
|
|
(8,398
|
)
|
|
—
|
|
|
781
|
|
||||||
Income (loss) before provision for income taxes
|
6,682
|
|
|
791
|
|
|
10,258
|
|
|
(6,617
|
)
|
|
62
|
|
|
11,176
|
|
||||||
Provision for income taxes
|
—
|
|
|
(3,570
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,570
|
)
|
||||||
Net income (loss)
|
6,682
|
|
|
(2,779
|
)
|
|
10,258
|
|
|
(6,617
|
)
|
|
62
|
|
|
7,606
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(924
|
)
|
|
—
|
|
|
(924
|
)
|
||||||
Net income (loss) available to common stockholders
|
$
|
6,682
|
|
|
$
|
(2,779
|
)
|
|
$
|
10,258
|
|
|
$
|
(7,541
|
)
|
|
$
|
62
|
|
|
$
|
6,682
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(422
|
)
|
|
$
|
41,317
|
|
|
$
|
(32,162
|
)
|
|
$
|
(68,691
|
)
|
|
$
|
422
|
|
|
$
|
(59,536
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Collection of related party note receivable
|
—
|
|
|
6,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,188
|
|
||||||
Purchases of property and equipment
|
—
|
|
|
(548
|
)
|
|
25
|
|
|
(3
|
)
|
|
—
|
|
|
(526
|
)
|
||||||
Investments in subsidiaries
|
—
|
|
|
(6,427
|
)
|
|
36,370
|
|
|
—
|
|
|
(29,943
|
)
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(787
|
)
|
|
36,395
|
|
|
(3
|
)
|
|
(29,943
|
)
|
|
5,662
|
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings on notes payable
|
—
|
|
|
57
|
|
|
—
|
|
|
53,105
|
|
|
—
|
|
|
53,162
|
|
||||||
Principal payments on notes payable
|
—
|
|
|
(2,771
|
)
|
|
—
|
|
|
(23,755
|
)
|
|
—
|
|
|
(26,526
|
)
|
||||||
Proceeds from borrowings on Revolver
|
—
|
|
|
55,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,000
|
|
||||||
Payments on Revolver
|
—
|
|
|
(71,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,000
|
)
|
||||||
Principal payments on subordinated amortizing notes
|
—
|
|
|
(1,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,676
|
)
|
||||||
Payment of deferred loan costs
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
||||||
Shares remitted to or withheld by Company for employee tax withholding
|
—
|
|
|
(844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(844
|
)
|
||||||
Excess income tax benefit from stock based awards
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
33,241
|
|
|
—
|
|
|
33,241
|
|
||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,465
|
)
|
|
—
|
|
|
(1,465
|
)
|
||||||
Advances to affiliates
|
—
|
|
|
—
|
|
|
(4,483
|
)
|
|
8,629
|
|
|
(4,146
|
)
|
|
—
|
|
||||||
Intercompany receivables/payables
|
422
|
|
|
(33,027
|
)
|
|
(2,279
|
)
|
|
1,217
|
|
|
33,667
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
422
|
|
|
(54,684
|
)
|
|
(6,762
|
)
|
|
70,972
|
|
|
29,521
|
|
|
39,469
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(14,154
|
)
|
|
(2,529
|
)
|
|
2,278
|
|
|
—
|
|
|
(14,405
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
44,332
|
|
|
2,723
|
|
|
3,148
|
|
|
—
|
|
|
50,203
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
30,178
|
|
|
$
|
194
|
|
|
$
|
5,426
|
|
|
$
|
—
|
|
|
$
|
35,798
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
175
|
|
|
$
|
(53,883
|
)
|
|
$
|
(6,375
|
)
|
|
$
|
(838
|
)
|
|
$
|
(175
|
)
|
|
$
|
(61,096
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments in and advances to unconsolidated joint ventures
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
||||||
Purchases of property and equipment
|
—
|
|
|
(173
|
)
|
|
15
|
|
|
8
|
|
|
—
|
|
|
(150
|
)
|
||||||
Investments in subsidiaries
|
—
|
|
|
(4,896
|
)
|
|
11,916
|
|
|
—
|
|
|
(7,020
|
)
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(6,069
|
)
|
|
11,931
|
|
|
8
|
|
|
(7,020
|
)
|
|
(1,150
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings on notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
6,148
|
|
|
—
|
|
|
6,148
|
|
||||||
Principal payments on notes payable
|
—
|
|
|
(384
|
)
|
|
(162
|
)
|
|
(6,416
|
)
|
|
—
|
|
|
(6,962
|
)
|
||||||
Proceeds from borrowings on Revolver
|
—
|
|
|
89,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,000
|
|
||||||
Payments on revolver
|
—
|
|
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,000
|
)
|
||||||
Principal payments on subordinated amortizing notes
|
—
|
|
|
(1,760
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,760
|
)
|
||||||
Payment of deferred loan costs
|
—
|
|
|
(561
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(561
|
)
|
||||||
Proceeds from exercise of stock options
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
||||||
Shares remitted to Company for employee tax witholding
|
—
|
|
|
(1,632
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,632
|
)
|
||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,414
|
)
|
|
—
|
|
|
(5,414
|
)
|
||||||
Advances to affiliates
|
—
|
|
|
—
|
|
|
(4,808
|
)
|
|
5,693
|
|
|
(885
|
)
|
|
—
|
|
||||||
Intercompany receivables/payables
|
(175
|
)
|
|
(6,620
|
)
|
|
(779
|
)
|
|
(506
|
)
|
|
8,080
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
(175
|
)
|
|
38,149
|
|
|
(5,749
|
)
|
|
(495
|
)
|
|
7,195
|
|
|
38,925
|
|
||||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(21,803
|
)
|
|
(193
|
)
|
|
(1,325
|
)
|
|
—
|
|
|
(23,321
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
48,462
|
|
|
573
|
|
|
3,736
|
|
|
—
|
|
|
52,771
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
26,659
|
|
|
$
|
380
|
|
|
$
|
2,411
|
|
|
$
|
—
|
|
|
$
|
29,450
|
|
•
|
Notes payable—The carrying amount is a reasonable estimate of fair value of the notes payable because market rates are unchanged and/or the outstanding balance at quarter end is expected to be repaid within one year.
|
•
|
Subordinated amortizing notes—The Subordinated amortizing notes are traded over the counter and their fair values were based upon quotes from industry sources.
|
•
|
5
3
/
4
% Senior Notes due April 15, 2019 —The 5
3
/
4
% Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources.
|
•
|
8
1
/
2
% Senior Notes due November 15, 2020 —The 8
1
/
2
% Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources.
|
•
|
7% Senior Notes due August 15, 2022 —The 7% Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources.
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes payable
|
$
|
185,817
|
|
|
$
|
185,817
|
|
|
$
|
175,181
|
|
|
$
|
175,181
|
|
Subordinated amortizing notes
|
$
|
12,390
|
|
|
$
|
9,514
|
|
|
$
|
14,066
|
|
|
$
|
12,122
|
|
5
3
/
4
% Senior Notes due 2019
|
$
|
148,429
|
|
|
$
|
143,250
|
|
|
$
|
148,295
|
|
|
$
|
147,750
|
|
8
1
/
2
% Senior Notes due 2020
|
$
|
422,887
|
|
|
$
|
434,563
|
|
|
$
|
422,896
|
|
|
$
|
449,438
|
|
7% Senior Notes due 2022
|
$
|
345,474
|
|
|
$
|
334,250
|
|
|
$
|
345,338
|
|
|
$
|
350,875
|
|
•
|
Level 1—quoted prices for identical assets or liabilities in active markets;
|
•
|
Level 2—quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
|
•
|
Level 3—valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
Three
Months Ended March 31, 2016 |
|
Three
Months Ended March 31, 2015 |
||||
Basic weighted average number of common shares outstanding
|
36,651,846
|
|
|
36,463,995
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options, unvested common shares, and warrants
|
757,085
|
|
|
1,169,836
|
|
||
Tangible equity units
|
894,930
|
|
|
—
|
|
||
Diluted average shares outstanding
|
38,303,861
|
|
|
37,633,831
|
|
||
Net income available to common stockholders
|
$
|
9,014
|
|
|
$
|
6,682
|
|
Basic income per common share
|
$
|
0.25
|
|
|
$
|
0.18
|
|
Dilutive income per common share
|
$
|
0.24
|
|
|
$
|
0.18
|
|
Antidilutive securities not included in the calculation of diluted income per common share (weighted average):
|
|
|
|
||||
Unvested stock options
|
240,000
|
|
|
—
|
|
||
Warrants
|
1,907,551
|
|
|
—
|
|
||
Tangible equity units
|
—
|
|
|
894,930
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Number of Net New Home Orders
|
|
|
|
|
|
|
|
||||
California
|
162
|
|
|
184
|
|
|
(22
|
)
|
|
(12
|
)%
|
Arizona
|
108
|
|
|
44
|
|
|
64
|
|
|
145
|
%
|
Nevada
|
66
|
|
|
46
|
|
|
20
|
|
|
43
|
%
|
Colorado
|
78
|
|
|
85
|
|
|
(7
|
)
|
|
(8
|
)%
|
Washington
|
84
|
|
|
114
|
|
|
(30
|
)
|
|
(26
|
)%
|
Oregon
|
191
|
|
|
115
|
|
|
76
|
|
|
66
|
%
|
Total
|
689
|
|
|
588
|
|
|
101
|
|
|
17
|
%
|
Cancellation Rate
|
14
|
%
|
|
17
|
%
|
|
(3
|
)%
|
|
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Average Number of Sales Locations
|
|
|
|
|
|
|
|
||||
California
|
18
|
|
|
17
|
|
|
1
|
|
|
6
|
%
|
Arizona
|
8
|
|
|
5
|
|
|
3
|
|
|
60
|
%
|
Nevada
|
12
|
|
|
9
|
|
|
3
|
|
|
33
|
%
|
Colorado
|
10
|
|
|
13
|
|
|
(3
|
)
|
|
(23
|
)%
|
Washington
|
6
|
|
|
5
|
|
|
1
|
|
|
20
|
%
|
Oregon
|
15
|
|
|
5
|
|
|
10
|
|
|
200
|
%
|
Total
|
69
|
|
|
54
|
|
|
15
|
|
|
28
|
%
|
|
March 31,
|
|
Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Backlog (units)
|
|
|
|
|
|
|
|
||||
California
|
214
|
|
|
207
|
|
|
7
|
|
|
3
|
%
|
Arizona
|
235
|
|
|
66
|
|
|
169
|
|
|
256
|
%
|
Nevada
|
119
|
|
|
85
|
|
|
34
|
|
|
40
|
%
|
Colorado
|
103
|
|
|
128
|
|
|
(25
|
)
|
|
(20
|
)%
|
Washington
|
60
|
|
|
100
|
|
|
(40
|
)
|
|
(40
|
)%
|
Oregon
|
154
|
|
|
92
|
|
|
62
|
|
|
67
|
%
|
Total
|
885
|
|
|
678
|
|
|
207
|
|
|
31
|
%
|
|
March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Backlog (dollars)
|
|
|
|
|
|
|
|
|||||||
California
|
$
|
166,193
|
|
|
$
|
124,341
|
|
|
$
|
41,852
|
|
|
34
|
%
|
Arizona
|
62,169
|
|
|
18,147
|
|
|
44,022
|
|
|
243
|
%
|
|||
Nevada
|
86,863
|
|
|
56,715
|
|
|
30,148
|
|
|
53
|
%
|
|||
Colorado
|
53,011
|
|
|
57,237
|
|
|
(4,226
|
)
|
|
(7
|
)%
|
|||
Washington
|
35,492
|
|
|
44,128
|
|
|
(8,636
|
)
|
|
(20
|
)%
|
|||
Oregon
|
67,969
|
|
|
34,500
|
|
|
33,469
|
|
|
97
|
%
|
|||
Total
|
$
|
471,697
|
|
|
$
|
335,068
|
|
|
$
|
136,629
|
|
|
41
|
%
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Number of Homes Closed
|
|
|
|
|
|
|
|
||||
California
|
142
|
|
|
135
|
|
|
7
|
|
|
5
|
%
|
Arizona
|
82
|
|
|
25
|
|
|
57
|
|
|
228
|
%
|
Nevada
|
62
|
|
|
34
|
|
|
28
|
|
|
82
|
%
|
Colorado
|
53
|
|
|
41
|
|
|
12
|
|
|
29
|
%
|
Washington
|
68
|
|
|
76
|
|
|
(8
|
)
|
|
(11
|
)%
|
Oregon
|
136
|
|
|
77
|
|
|
59
|
|
|
77
|
%
|
Total
|
543
|
|
|
388
|
|
|
155
|
|
|
40
|
%
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Home Sales Revenue
|
|
|
|
|
|
|
|
|||||||
California
|
$
|
92,754
|
|
|
$
|
79,340
|
|
|
$
|
13,414
|
|
|
17
|
%
|
Arizona
|
21,047
|
|
|
7,186
|
|
|
13,861
|
|
|
193
|
%
|
|||
Nevada
|
30,741
|
|
|
27,242
|
|
|
3,499
|
|
|
13
|
%
|
|||
Colorado
|
26,393
|
|
|
18,189
|
|
|
8,204
|
|
|
45
|
%
|
|||
Washington
|
32,901
|
|
|
31,280
|
|
|
1,621
|
|
|
5
|
%
|
|||
Oregon
|
57,459
|
|
|
26,478
|
|
|
30,981
|
|
|
117
|
%
|
|||
Total
|
$
|
261,295
|
|
|
$
|
189,715
|
|
|
$
|
71,580
|
|
|
38
|
%
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Average Sales Price of Homes Closed
|
|
|
|
|
|
|
|
|||||||
California
|
$
|
653,200
|
|
|
$
|
587,700
|
|
|
$
|
65,500
|
|
|
11
|
%
|
Arizona
|
256,700
|
|
|
287,400
|
|
|
(30,700
|
)
|
|
(11
|
)%
|
|||
Nevada
|
495,800
|
|
|
801,200
|
|
|
(305,400
|
)
|
|
(38
|
)%
|
|||
Colorado
|
498,000
|
|
|
443,600
|
|
|
54,400
|
|
|
12
|
%
|
|||
Washington
|
483,800
|
|
|
411,600
|
|
|
72,200
|
|
|
18
|
%
|
|||
Oregon
|
422,500
|
|
|
343,900
|
|
|
78,600
|
|
|
23
|
%
|
|||
Total
|
$
|
481,200
|
|
|
$
|
489,000
|
|
|
$
|
(7,800
|
)
|
|
(2
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(dollars in thousands)
|
||||||
Home sales revenue
|
$
|
261,295
|
|
|
$
|
189,715
|
|
Cost of home sales
|
215,171
|
|
|
154,081
|
|
||
Homebuilding gross margin
|
46,124
|
|
|
35,634
|
|
||
Homebuilding gross margin percentage
|
17.7
|
%
|
|
18.8
|
%
|
||
Add: Interest in cost of sales
|
11,747
|
|
|
6,701
|
|
||
Add: Purchase accounting adjustments
|
6,593
|
|
|
4,333
|
|
||
Adjusted homebuilding gross margin
|
$
|
64,464
|
|
|
$
|
46,668
|
|
Adjusted homebuilding gross margin percentage
|
24.7
|
%
|
|
24.6
|
%
|
|
Three Months Ended March 31,
|
|
As a Percentage of Home Sales Revenue
|
||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||
Sales and Marketing
|
$
|
14,993
|
|
|
$
|
12,224
|
|
|
5.7
|
%
|
|
6.4
|
%
|
General and Administrative
|
17,834
|
|
|
13,948
|
|
|
6.8
|
%
|
|
7.4
|
%
|
||
Total Sales and Marketing & General and Administrative
|
$
|
32,827
|
|
|
$
|
26,172
|
|
|
12.5
|
%
|
|
13.8
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Interest incurred
|
$
|
20,261
|
|
|
$
|
18,033
|
|
Less: Interest capitalized
|
20,261
|
|
|
18,033
|
|
||
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
14,911
|
|
|
$
|
11,700
|
|
(1)
|
Lots controlled may be purchased by the Company as consolidated projects or may be purchased by newly formed joint ventures.
|
•
|
a prepaid stock purchase contract (a “purchase contract”); and
|
•
|
a senior subordinated amortizing note (an “amortizing note”).
|
Issuance Date
|
|
Facility Size
|
|
Outstanding
|
|
Maturity
|
|
Current Rate
|
|
|||||
March, 2016
|
|
$
|
33.4
|
|
|
$
|
14.7
|
|
|
September, 2018
|
|
3.44
|
%
|
(1)
|
January, 2016
|
|
35.0
|
|
|
17.6
|
|
|
February, 2019
|
|
3.68
|
%
|
(2)
|
||
November, 2015
|
|
42.5
|
|
|
15.3
|
|
|
November, 2017
|
|
4.50
|
%
|
(1)
|
||
August, 2015
(4)
|
|
14.2
|
|
|
2.8
|
|
|
August, 2017
|
|
4.50
|
%
|
(1)
|
||
August, 2015
(4)
|
|
37.5
|
|
|
10.4
|
|
|
August, 2017
|
|
4.50
|
%
|
(1)
|
||
July, 2015
|
|
22.5
|
|
|
14.9
|
|
|
July, 2018
|
|
4.00
|
%
|
(3)
|
||
April, 2015
|
|
18.5
|
|
|
13.2
|
|
|
October, 2017
|
|
4.00
|
%
|
(3)
|
||
November, 2014
|
|
24.0
|
|
|
17.2
|
|
|
November, 2017
|
|
4.00
|
%
|
(3)
|
||
November, 2014
|
|
22.0
|
|
|
15.5
|
|
|
November, 2017
|
|
4.00
|
%
|
(3)
|
||
March, 2014
|
|
26.0
|
|
|
15.2
|
|
|
October, 2016
|
|
3.43
|
%
|
(1)
|
||
|
|
$
|
275.6
|
|
|
$
|
136.8
|
|
|
|
|
|
|
|
Successor
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(dollars in thousands)
|
||||||
Notes payable and Senior Notes
|
$
|
1,114,997
|
|
|
$
|
1,105,776
|
|
Total equity
|
713,608
|
|
|
671,469
|
|
||
Total capital
|
$
|
1,828,605
|
|
|
$
|
1,777,245
|
|
Ratio of debt to total capital
|
61.0
|
%
|
|
62.2
|
%
|
||
Notes payable and Senior Notes
|
$
|
1,114,997
|
|
|
$
|
1,105,776
|
|
Less: Cash and cash equivalents and restricted cash
|
(36,303
|
)
|
|
(50,707
|
)
|
||
Net debt
|
1,078,694
|
|
|
1,055,069
|
|
||
Total equity
|
713,608
|
|
|
671,469
|
|
||
Total capital
|
$
|
1,792,302
|
|
|
$
|
1,726,538
|
|
Ratio of net debt to total capital
|
60.2
|
%
|
|
61.1
|
%
|
•
|
Net cash used in operating activities decreased to
$59.5 million
in the 2016 period from
$61.1 million
in the 2015 period. The change was primarily a result of (i) an increase in accrued expenses of
$1.3 million
in the 2016 period compared to an decrease of
$11.2 million
in the 2015 period primarily due to the timing of payments, (ii) a decrease in receivables of
$2.4 million
in the 2016 period compared to a negligible change in the 2015 period, and (iii) a negligible change in escrow proceeds receivable in the 2016 period compared to an increase of
$4.3 million
in the 2015 period due to the timing of homes closed, partially offset by (iv) a net increase in spending on real estate inventories-owned of
$77.7 million
in the 2016 period compared to spending of
$63.1 million
in the 2015 period, and (iv) an increase in accounts payable of
$3.0 million
in the 2016 period compared to an increase of
$7.4 million
in the 2015 period due to timing of payments.
|
•
|
Net cash provided by investing activities was
$5.7 million
in the 2016 period compared net cash used of
$1.2 million
in the 2015 period, primarily driven by (i) collections of related party notes of
$6.2 million
in the 2016 period with no comparable amount in the 2015 period, (ii) net cash paid to unconsolidated joint ventures of
$1.0 million
in the 2015 period, with no comparable amount in the 2016 period and (iii) purchases of property and equipment of
$0.5 million
in the 2016 period, compared to
$0.2 million
in the 2015 period.
|
•
|
Net cash provided by financing activities increased to
$39.5 million
in the 2016 period from
$38.9 million
in the 2015 period. The change was primarily the result of (i) net noncontrolling interest contributions of $31.8 million in the 2016 period versus net distributions of $5.4 million in the 2015 period and (ii) net borrowings of notes payable of $26.6 million in the 2016 period, with net payments of $0.8 million in the 2015 period, offset by (iii) net payments of $16.0 million against the revolving line of credit in the 2016 period versus net borrowing of $49.0 million in the 2015 period.
|
Active Projects (County or City)
|
Estimated
Year of First Delivery |
|
Estimated
Number of
Homes at
Completion
(1)
|
|
Cumulative
Homes Closed as of March 31, 2016 (2) |
|
Backlog
at March 31, 2016 (3) (4) |
|
Lots
Owned as of March 31, 2016 (5) |
|
Homes
Closed for the Period Ended March 31, 2016 |
|
Estimated Sales Price Range (6)
|
|
|||||
CALIFORNIA
|
|
|
|
|
|
|
|
|
|
||||||||||
Orange County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Anaheim
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Avelina
|
2016
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
$ 540,000 - 575,000
|
|
Buena Park
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Covey (7)
|
2016
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
$ 790,000 - 840,000
|
|
Cypress
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mackay Place (7)
|
2016
|
|
47
|
|
|
—
|
|
|
1
|
|
|
47
|
|
|
—
|
|
|
$ 838,000 - 896,000
|
|
Dana Point
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand Monarch
|
2015
|
|
37
|
|
|
6
|
|
|
8
|
|
|
27
|
|
|
—
|
|
|
$ 2,604,000 - 2,904,000
|
|
Ladera Ranch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Artisan
|
2015
|
|
29
|
|
|
3
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
$ 2,550,000 - 3,025,000
|
|
Irvine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Vine
|
2016
|
|
106
|
|
|
—
|
|
|
6
|
|
|
18
|
|
|
—
|
|
|
$ 485,000 - 620,000
|
|
Rancho Mission Viejo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aurora (7)
|
2016
|
|
94
|
|
|
20
|
|
|
13
|
|
|
74
|
|
|
20
|
|
|
$ 454,000 - 589,000
|
|
Vireo (7)
|
2015
|
|
90
|
|
|
18
|
|
|
14
|
|
|
72
|
|
|
8
|
|
|
$ 575,000 - 635,000
|
|
Briosa (7)
|
2016
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
$ 935,000 - 1,055,000
|
|
Rancho Santa Margarita
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dahlia Court
|
2016
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
$ 499,000 - 619,000
|
|
Los Angeles County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Glendora
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
La Colina Estates
|
2015
|
|
121
|
|
|
8
|
|
|
6
|
|
|
94
|
|
|
2
|
|
|
$ 1,274,000 - 1,654,000
|
|
Lakewood
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Canvas
|
2015
|
|
72
|
|
|
44
|
|
|
15
|
|
|
28
|
|
|
8
|
|
|
$ 443,000 - 487,000
|
|
Riverside County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Riverside
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
SkyRidge
|
2014
|
|
90
|
|
|
19
|
|
|
1
|
|
|
71
|
|
|
1
|
|
|
$ 500,000 - 543,000
|
|
TurnLeaf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Crossings
|
2014
|
|
139
|
|
|
12
|
|
|
2
|
|
|
91
|
|
|
2
|
|
|
$ 495,000 - 549,000
|
|
Coventry
|
2015
|
|
161
|
|
|
6
|
|
|
2
|
|
|
115
|
|
|
—
|
|
|
$ 535,000 - 560,000
|
|
Eastvale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nexus
|
2015
|
|
220
|
|
|
36
|
|
|
15
|
|
|
184
|
|
|
26
|
|
|
$ 338,000 - 362,000
|
|
San Bernardino County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Upland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Orchards (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Citrus Court
|
2015
|
|
77
|
|
|
17
|
|
|
4
|
|
|
60
|
|
|
5
|
|
|
$ 324,000 - 394,000
|
|
Citrus Pointe
|
2015
|
|
132
|
|
|
13
|
|
|
7
|
|
|
119
|
|
|
4
|
|
|
$ 339,000 - 404,000
|
|
Yucaipa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cedar Glen
|
2015
|
|
143
|
|
|
74
|
|
|
17
|
|
|
69
|
|
|
4
|
|
|
$ 306,000 - 322,000
|
|
Alameda County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dublin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Terrace Ridge
|
2015
|
|
36
|
|
|
18
|
|
|
17
|
|
|
18
|
|
|
3
|
|
|
$ 1,110,000 - 1,170,000
|
|
Contra Costa County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pittsburgh
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vista Del Mar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Victory II
|
2014
|
|
104
|
|
|
68
|
|
|
13
|
|
|
36
|
|
|
6
|
|
|
$ 573,000 - 642,000
|
|
Victory III
|
2016
|
|
11
|
|
|
7
|
|
|
4
|
|
|
4
|
|
|
7
|
|
|
$ 573,000 - 642,000
|
|
Brentwood
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Palmilla (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cielo
|
2014
|
|
56
|
|
|
55
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
$ 399,000 - 454,000
|
|
Antioch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oak Crest
|
2013
|
|
130
|
|
|
125
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
$ 443,000 - 488,000
|
|
San Joaquin County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tracy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Maplewood
|
2014
|
|
59
|
|
|
52
|
|
|
7
|
|
|
7
|
|
|
3
|
|
|
$ 450,000 - 532,000
|
|
Santa Clara County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Morgan Hill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brighton Oaks
|
2015
|
|
110
|
|
|
55
|
|
|
53
|
|
|
55
|
|
|
8
|
|
|
$ 550,000 - 680,000
|
|
Mountain View
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Guild 33
|
2015
|
|
33
|
|
|
28
|
|
|
5
|
|
|
5
|
|
|
22
|
|
|
$ 1,180,000 - 1,495,000
|
|
CALIFORNIA TOTAL
|
|
|
2,288
|
|
|
684
|
|
|
214
|
|
|
1,409
|
|
|
142
|
|
|
|
|
Active Projects (County or City)
|
Estimated
Year of First Delivery |
|
Estimated
Number of Homes at Completion (1) |
|
Cumulative
Homes Closed as of March 31, 2016 (2) |
|
Backlog
at March 31, 2016 (3) (4) |
|
Lots
Owned as of March 31, 2016 (5) |
|
Homes
Closed for the Period Ended March 31, 2016 |
|
Estimated Sales Price Range (6)
|
|
|||||
ARIZONA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Maricopa County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Queen Creek
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hastings Farm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Estates
|
2012
|
|
153
|
|
|
145
|
|
|
8
|
|
|
8
|
|
|
5
|
|
|
$ 307,000 - 361,000
|
|
Meridian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Harvest
|
2015
|
|
448
|
|
|
61
|
|
|
46
|
|
|
387
|
|
|
17
|
|
|
$ 192,000 - 232,000
|
|
Homestead
|
2015
|
|
562
|
|
|
21
|
|
|
20
|
|
|
541
|
|
|
4
|
|
|
$ 230,000 - 300,000
|
|
Harmony
|
2015
|
|
505
|
|
|
14
|
|
|
10
|
|
|
491
|
|
|
5
|
|
|
$ 260,000 - 274,000
|
|
Horizons
|
2016
|
|
425
|
|
|
—
|
|
|
4
|
|
|
425
|
|
|
—
|
|
|
$ 292,000 - 360,000
|
|
Mesa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lehi Crossing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Settlers Landing
|
2012
|
|
235
|
|
|
140
|
|
|
29
|
|
|
95
|
|
|
8
|
|
|
$ 234,490 - 269,490
|
|
Wagon Trail
|
2013
|
|
244
|
|
|
108
|
|
|
26
|
|
|
136
|
|
|
8
|
|
|
$ 249,000 - 305,000
|
|
Monument Ridge
|
2013
|
|
248
|
|
|
56
|
|
|
19
|
|
|
192
|
|
|
5
|
|
|
$ 279,000 - 370,000
|
|
Albany Village
|
2016
|
|
228
|
|
|
—
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
$ 182,000 - 231,000
|
|
Peoria
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rio Vista
|
2015
|
|
197
|
|
|
68
|
|
|
73
|
|
|
129
|
|
|
30
|
|
|
$ 196,000 - 223,000
|
|
ARIZONA TOTAL
|
|
|
3,245
|
|
|
613
|
|
|
235
|
|
|
2,632
|
|
|
82
|
|
|
|
|
NEVADA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Clark County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
North Las Vegas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Tierra Este
|
2013
|
|
114
|
|
|
74
|
|
|
15
|
|
|
40
|
|
|
12
|
|
|
$ 219,000 - 239,000
|
|
Las Vegas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Serenity Ridge
|
2013
|
|
108
|
|
|
106
|
|
|
2
|
|
|
2
|
|
|
9
|
|
|
$ 478,000 - 558,000
|
|
Lyon Estates
|
2014
|
|
128
|
|
|
38
|
|
|
18
|
|
|
90
|
|
|
8
|
|
|
$ 408,000 - 538,000
|
|
Sterling Ridge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand
|
2014
|
|
137
|
|
|
57
|
|
|
19
|
|
|
80
|
|
|
2
|
|
|
$ 875,000 - 920,000
|
|
Premier
|
2014
|
|
62
|
|
|
50
|
|
|
4
|
|
|
12
|
|
|
1
|
|
|
$ 1,244,000 - 1,312,000
|
|
Allegra
|
2016
|
|
88
|
|
|
2
|
|
|
15
|
|
|
86
|
|
|
2
|
|
|
$ 523,000 - 542,000
|
|
Silver Ridge
|
2016
|
|
83
|
|
|
—
|
|
|
9
|
|
|
22
|
|
|
—
|
|
|
$ 1,294,000 - 1,362,000
|
|
Tuscan Cliffs
|
2015
|
|
77
|
|
|
13
|
|
|
7
|
|
|
64
|
|
|
1
|
|
|
$ 650,000 - 786,000
|
|
Brookshire
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Estates
|
2015
|
|
35
|
|
|
10
|
|
|
13
|
|
|
25
|
|
|
7
|
|
|
$ 595,000 - 631,000
|
|
Heights
|
2015
|
|
98
|
|
|
17
|
|
|
3
|
|
|
81
|
|
|
5
|
|
|
$ 369,000 - 391,000
|
|
Charleston & 215 (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Affinity - Type 1
|
2016
|
|
192
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
$ 233,000 - 290,000
|
|
Affinity - Type 2
|
2016
|
|
117
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
$ 296,000 - 358,000
|
|
Affinity - Type 3
|
2016
|
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
$ 370,000 - 390,000
|
|
Affinity - Type 4
|
2016
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
$ 442,000 - 445,000
|
|
Henderson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lago Vista
|
2016
|
|
52
|
|
|
1
|
|
|
3
|
|
|
51
|
|
|
1
|
|
|
$ 765,000 - 935,000
|
|
The Peaks
|
2016
|
|
88
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
$ 475-000 - 495,000
|
|
Nye County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pahrump
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mountain Falls
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Series I
|
2011
|
|
211
|
|
|
142
|
|
|
5
|
|
|
69
|
|
|
13
|
|
|
$ 154,000 - 183,000
|
|
Series II
|
2014
|
|
218
|
|
|
19
|
|
|
6
|
|
|
199
|
|
|
1
|
|
|
$ 221,000 - 304,000
|
|
NEVADA TOTAL
|
|
|
1,984
|
|
|
529
|
|
|
119
|
|
|
1,394
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
COLORADO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Arapahoe County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aurora Southshore
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hometown I
|
2014
|
|
68
|
|
|
44
|
|
|
15
|
|
|
24
|
|
|
3
|
|
|
$ 359,000 - 385,000
|
|
Generations
|
2014
|
|
15
|
|
|
13
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
$ 401,000 - 494,000
|
|
Harmony
|
2015
|
|
10
|
|
|
7
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
$ 418,000 - 509,000
|
|
Signature I
|
2015
|
|
7
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
$ 538,000 - 591,000
|
|
Hometown II
|
2016
|
|
30
|
|
|
2
|
|
|
—
|
|
|
28
|
|
|
2
|
|
|
$ 384,000 - 417,000
|
|
Artistry
|
2016
|
|
61
|
|
|
2
|
|
|
6
|
|
|
59
|
|
|
2
|
|
|
$ 420,000 - 481,000
|
|
Centennial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Greenfield
|
2016
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
$ 440,000 - 495,000
|
|
Douglas County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Castle Rock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cliffside
|
2014
|
|
49
|
|
|
31
|
|
|
10
|
|
|
18
|
|
|
4
|
|
|
$ 518,000 - 596,000
|
|
Grand County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Granby
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Granby Ranch
|
2012
|
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(8)
|
|
Jefferson County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Arvada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Candelas Sundance
|
2014
|
|
66
|
|
|
64
|
|
|
1
|
|
|
2
|
|
|
4
|
|
|
$ 391,000 - 440,000
|
|
Candelas II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Generations
|
2015
|
|
91
|
|
|
9
|
|
|
14
|
|
|
82
|
|
|
6
|
|
|
$ 405,000 - 481,000
|
|
Tapestry
|
2015
|
|
110
|
|
|
1
|
|
|
3
|
|
|
109
|
|
|
1
|
|
|
$ 444,000 - 525,000
|
|
Leydon Rock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Garden
|
2014
|
|
56
|
|
|
19
|
|
|
8
|
|
|
37
|
|
|
2
|
|
|
$ 406,000 - 446,000
|
|
Park
|
2015
|
|
78
|
|
|
46
|
|
|
11
|
|
|
32
|
|
|
9
|
|
|
$ 387,000 - 452,000
|
|
Larimer County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fort Collins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Timnath Ranch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sonnet
|
2014
|
|
179
|
|
|
31
|
|
|
7
|
|
|
148
|
|
|
1
|
|
|
$ 388,000 - 461,000
|
|
Park
|
2014
|
|
92
|
|
|
36
|
|
|
12
|
|
|
56
|
|
|
9
|
|
|
$ 359,000 - 394,000
|
|
Loveland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lakes at Centerra
|
2015
|
|
200
|
|
|
15
|
|
|
12
|
|
|
51
|
|
|
4
|
|
|
$ 358,000 - 398,000
|
|
COLORADO TOTAL
|
|
|
1,166
|
|
|
342
|
|
|
103
|
|
|
690
|
|
|
53
|
|
|
|
|
Active Projects (County or City)
|
Estimated
Year of First Delivery |
|
Estimated
Number of Homes at Completion (1) |
|
Cumulative
Homes Closed as of March 31, 2016 (2) |
|
Backlog
at March 31, 2016 (3) (4) |
|
Lots
Owned as of March 31, 2016 (5) |
|
Homes
Closed for the Period Ended March 31, 2016 |
|
Estimated Sales Price Range (6)
|
|
|||||
WASHINGTON (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
King County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Brownstones at Issaquah Highlands
|
2014
|
|
176
|
|
|
137
|
|
|
11
|
|
|
39
|
|
|
23
|
|
|
$ 519,990 - 649,990
|
|
The Towns at Mill Creek Meadows
|
2014
|
|
122
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(8)
|
|
Bryant Heights
|
2015
|
|
89
|
|
|
8
|
|
|
2
|
|
|
81
|
|
|
5
|
|
|
$ 535,990 - 1,390,000
|
|
Highcroft at Sammamish
|
2016
|
|
121
|
|
|
—
|
|
|
14
|
|
|
77
|
|
|
—
|
|
|
$ 874,990 - 1,049,990
|
|
Peasley Canyon
|
2016
|
|
153
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
$ 389,990 - 459,990
|
|
Ridgeview Townhomes
|
2016
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
$ 399,990 - 515,990
|
|
High Point Block 34
|
2016
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
$ 335,990 - 545,990
|
|
North Bend Cottages
|
2016
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
$ 375,990 - 455,990
|
|
Snohomish County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Reserve at North Creek
|
2014
|
|
127
|
|
|
123
|
|
|
4
|
|
|
4
|
|
|
2
|
|
|
$ 549,990 - 564,990
|
|
Silverlake Center
|
2015
|
|
100
|
|
|
61
|
|
|
10
|
|
|
39
|
|
|
16
|
|
|
$ 246,990 - 329,990
|
|
Riverfront
|
2016
|
|
425
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
—
|
|
|
$ 249,990 - 499,990
|
|
Pierce County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Spanaway 230
|
2015
|
|
230
|
|
|
64
|
|
|
16
|
|
|
166
|
|
|
17
|
|
|
$ 234,990 - 349,990
|
|
WASHINGTON TOTAL
|
|
|
1,674
|
|
|
515
|
|
|
60
|
|
|
962
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OREGON (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Clackamas County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Calais at Villebois - Rumpf Alley
|
2015
|
|
58
|
|
|
45
|
|
|
5
|
|
|
13
|
|
|
2
|
|
|
$ 419,990 - 459,990
|
|
Calais at Villebois - Rumpf Traditional
|
2015
|
|
26
|
|
|
24
|
|
|
2
|
|
|
2
|
|
|
9
|
|
|
$ 499,990 - 579,500
|
|
Villebois
|
2014
|
|
183
|
|
|
144
|
|
|
4
|
|
|
39
|
|
|
5
|
|
|
$ 284,990 - 469,990
|
|
Villebois Zion III - Alley
|
2015
|
|
51
|
|
|
24
|
|
|
4
|
|
|
27
|
|
|
8
|
|
|
$ 329,990 - 389,990
|
|
Villebois Lund Cottages
|
2015
|
|
75
|
|
|
27
|
|
|
7
|
|
|
48
|
|
|
7
|
|
|
$ 254,990 - 289,990
|
|
Villebois Lund Townhomes
|
2015
|
|
42
|
|
|
8
|
|
|
2
|
|
|
34
|
|
|
4
|
|
|
$ 239,990 - 259,990
|
|
Villebois Lund Alley
|
2015
|
|
88
|
|
|
4
|
|
|
7
|
|
|
84
|
|
|
2
|
|
|
$ 304,990 - 354,990
|
|
Grande Pointe at Villebois
|
2016
|
|
100
|
|
|
—
|
|
|
3
|
|
|
100
|
|
|
—
|
|
|
$ 439,990 - 589,990
|
|
Villebois V
|
2016
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
$ 304,990 - 354,990
|
|
Villebois Village Center 75 & 83 & 80
|
2016
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
$ 237,990 - 258,990
|
|
Washington County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Baseline Woods
|
2014
|
|
130
|
|
|
113
|
|
|
1
|
|
|
17
|
|
|
—
|
|
|
$ 289,990 - 379,990
|
|
Baseline Woods SFD II
|
2015
|
|
102
|
|
|
77
|
|
|
24
|
|
|
25
|
|
|
29
|
|
|
$ 329,990 - 454,990
|
|
Cornelius Pass
|
2016
|
|
157
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|
—
|
|
|
$ 234,990 - 239,990
|
|
Murray & Weir
|
2014
|
|
81
|
|
|
78
|
|
|
3
|
|
|
3
|
|
|
6
|
|
|
$ 394,990 - 424,990
|
|
Twin Creeks at Cooper Mountain
|
2014
|
|
94
|
|
|
61
|
|
|
14
|
|
|
33
|
|
|
7
|
|
|
$ 479,990 - 614,990
|
|
Bethany West - Alley
|
2015
|
|
94
|
|
|
34
|
|
|
12
|
|
|
27
|
|
|
4
|
|
|
$ 374,990 - 459,990
|
|
Bethany West - Cottage
|
2015
|
|
61
|
|
|
17
|
|
|
13
|
|
|
22
|
|
|
1
|
|
|
$ 319,990 - 389,990
|
|
Bethany West - Traditional
|
2015
|
|
82
|
|
|
58
|
|
|
1
|
|
|
3
|
|
|
13
|
|
|
$ 569,990 - 664,990
|
|
Bethany West - Townhomes
|
2016
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$ 264,990 - 284,990
|
|
Bethany West - Weisenfluh
|
2016
|
|
36
|
|
|
1
|
|
|
10
|
|
|
35
|
|
|
1
|
|
|
$ 569,990 - 659,990
|
|
BM2 West River Terrace - Townhomes
|
2016
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$ 264,990 - 294,990
|
|
BM2 West River Terrace - Alley
|
2016
|
|
60
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
$ 364,990 - 409,990
|
|
BM2 West River Terrace - Med/Std
|
2016
|
|
31
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
$ 464,990 -564,990
|
|
Bull Mountain Dickson
|
2016
|
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
$ 539,990 - 649,990
|
|
Orenco Woods SFD
|
2015
|
|
71
|
|
|
64
|
|
|
7
|
|
|
7
|
|
|
21
|
|
|
$ 359,990 - 519,990
|
|
North Plains at Sunset Ridge
|
2015
|
|
104
|
|
|
36
|
|
|
35
|
|
|
68
|
|
|
17
|
|
|
$ 324,990 - 429,990
|
|
OREGON TOTAL
|
|
|
2,128
|
|
|
815
|
|
|
154
|
|
|
1,072
|
|
|
136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Future Owned and Controlled (by County)
|
|
|
|
|
|
|
|
|
Lots Owned or Controlled as of March 31, 2016 (10)
|
|
|
|
|
|
|||||
CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Orange County
|
|
|
|
|
|
|
|
|
357
|
|
|
|
|
|
|
||||
Los Angeles County
|
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
||||
Riverside County
|
|
|
|
|
|
|
|
|
76
|
|
|
|
|
|
|
||||
San Bernardino County
|
|
|
|
|
|
|
|
|
70
|
|
|
|
|
|
|
||||
Alameda County
|
|
|
|
|
|
|
|
|
594
|
|
|
|
|
|
|
||||
Contra Costa County
|
|
|
|
|
|
|
|
|
296
|
|
|
|
|
|
|
||||
Sonoma County
|
|
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
||||
ARIZONA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Maricopa County (11)
|
|
|
|
|
|
|
|
|
2,490
|
|
|
|
|
|
|
||||
NEVADA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nye County (11)
|
|
|
|
|
|
|
|
|
1,925
|
|
|
|
|
|
|
||||
Clark County
|
|
|
|
|
|
|
|
|
64
|
|
|
|
|
|
|
COLORADO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand County (11)
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
||||
Larimer County
|
|
|
|
|
|
|
|
|
134
|
|
|
|
|
|
|
||||
Arapahoe
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
||||
Denver
|
|
|
|
|
|
|
|
|
688
|
|
|
|
|
|
|
||||
WASHINGTON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
King County
|
|
|
|
|
|
|
|
|
895
|
|
|
|
|
|
|
||||
Snohomish County
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
|
|
||||
OREGON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Clackamas County
|
|
|
|
|
|
|
|
|
197
|
|
|
|
|
|
|
||||
Washington County
|
|
|
|
|
|
|
|
|
1,793
|
|
|
|
|
|
|
||||
TOTAL FUTURE
|
|
|
|
|
|
|
|
|
9,876
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
GRAND TOTALS
|
|
|
12,485
|
|
|
3,498
|
|
|
885
|
|
|
18,035
|
|
|
543
|
|
|
|
|
(1)
|
The estimated number of homes to be built at completion is subject to change, and there can be no assurance that the Company will build these homes. Includes lots owned, controlled or previously closed as of periods presented.
|
(2)
|
“Cumulative Homes Closed” represents homes closed since the project opened, and may include prior years, in addition to the homes closed during the current year presented.
|
(3)
|
Backlog consists of homes sold under sales contracts that have not yet closed, and there can be no assurance that closings of sold homes will occur.
|
(4)
|
Of the total homes subject to pending sales contracts as of March 31, 2016, 794 represent homes completed or under construction.
|
(5)
|
Lots owned as of March 31, 2016 include lots in backlog at March 31, 2016.
|
(6)
|
Estimated sales price range reflects the most recent pricing updates of the base price only and excludes any lot premium, buyer incentive and buyer selected options, which vary from project to project. Sales prices reflect current pricing estimates and might not be indicative of past or future pricing. Further, any potential benefit to be gained from an increase in sales price ranges as compared to previously estimated amounts may be offset by increases in costs, profit participation, and other factors.
|
(7)
|
Project is a joint venture and is consolidated as a VIE in accordance with ASC 810, Consolidation.
|
(8)
|
Project is completely sold out, therefore the sales price range is not applicable as of March 31, 2016.
|
(9)
|
The Company's Washington and Oregon segments were acquired on August 12, 2014 as part of the Polygon Acquisition. Estimated number of homes at completion is the number of homes to be built post-acquisition. Homes closed are from acquisition date through March 31, 2016.
|
(10)
|
Includes projects with lots owned as of March 31, 2016 but with an estimated year of first delivery of 2017 or later, as well as lots controlled as of March 31, 2016, and parcels of undeveloped land held for future sale. Certain lots controlled are under land banking arrangements which may become owned and produce deliveries during 2016. Actual homes at completion may change prior to the marketing and sales of homes in these projects and the sales price ranges for these projects are to be determined and will be based on current market conditions and other factors upon the commencement of active selling. There can be no assurance that the Company will acquire any of the controlled lots reflected in these amounts.
|
(11)
|
Represents a parcel of undeveloped land held for future sale. It is unknown when the Company plans to develop homes on this land.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Years ending December 31,
|
|
Thereafter
|
|
Total
|
|
Fair Value at
March 31, 2016
|
||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
|||||||||||||||||||||
Fixed rate debt
|
$
|
—
|
|
|
$
|
12,390
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
425,000
|
|
|
$
|
350,000
|
|
|
$
|
937,390
|
|
|
$
|
921,577
|
|
Interest rate
|
—
|
%
|
|
5.5
|
%
|
|
—
|
%
|
|
5.75
|
%
|
|
8.50
|
%
|
|
7.0
|
%
|
|
—
|
|
|
—
|
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Month Ended
|
|
Total Number of Shares Purchased
|
|
Average Price Per Share
|
|||
January 31, 2016
|
|
—
|
|
|
N/A
|
|
|
February 29, 2016
|
|
—
|
|
|
N/A
|
|
|
March 31, 2016
|
|
69,912
|
|
|
$
|
11.87
|
|
Total
|
|
69,912
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosure
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
No.
|
Description
|
|
|
10.1†+
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (Performance Based).
|
|
|
10.2†+
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement.
|
|
|
10.3†
|
Offer letter by and between William Lyon Homes, Inc. and General William Lyon, dated as of March 22, 2016 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed March 22, 2016)
|
|
|
31.1+
|
Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
|
|
|
31.2+
|
Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
|
|
|
32.1*
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
|
|
|
32.2*
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
|
|
|
101.INS**
|
XBRL Instance Document.
|
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbased Document.
|
+
|
Filed herewith
|
|
|
†
|
Management contract or compensatory agreement
|
|
|
*
|
The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
|
**
|
Pursuant to Rule 406T of Regulation S-T, the XBRL information will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be deemed filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise subject to liability under those Sections.
|
|
WILLIAM LYON HOMES,
|
|
|
a Delaware corporation
|
|
|
|
|
Date: May 9, 2016
|
By:
|
/
S
/ C
OLIN
T. S
EVERN
|
|
|
Colin T. Severn
|
|
|
Senior Vice President, Chief Financial Officer
(Principal Accounting Officer and Duly Authorized Signatory)
|
Exhibit
No.
|
Description
|
|
|
10.1†+
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (Performance Based).
|
|
|
10.2†+
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement.
|
|
|
10.3†
|
Offer letter by and between William Lyon Homes, Inc. and General William Lyon, dated as of March 22, 2016 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed March 22, 2016)
|
|
|
31.1+
|
Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
|
|
|
31.2+
|
Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
|
|
|
32.1*
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
|
|
|
32.2*
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
|
|
|
101.INS**
|
XBRL Instance Document.
|
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbased Document.
|
+
|
Filed herewith
|
|
|
†
|
Management contract or compensatory agreement
|
|
|
*
|
The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
|
**
|
Pursuant to Rule 406T of Regulation S-T, the XBRL information will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be deemed filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise subject to liability under those Sections.
|
Participant:
|
[_________________________________________]
|
Grant Date:
|
[_________________________________________]
|
Total (Maximum) Number of Shares of Restricted Stock:
|
[______________________] Shares
|
Vesting Schedule:
|
Subject to the terms and conditions of the Plan, this Grant Notice and the Agreement, and subject to Participant’s continued service through each applicable vesting date, the Restrictions shall lapse and the Earned Shares (as defined in
Exhibit B
) shall vest as set forth below, assuming the Performance Conditions set forth on
Exhibit B
to this Grant Notice are satisfied:
•
____% of the Shares shall vest on ________, 20___;
•
____% of the Shares shall vest on ________, 20___; and
•
____% of the Shares shall vest on ________, 20___ (the “
Final Vesting Date
”).
|
WILLIAM LYON HOMES:
|
PARTICIPANT:
|
||
By:
|
|
By:
|
|
Print Name:
|
|
Print Name:
|
|
Title:
|
|
|
|
Address:
|
|
Address:
|
|
|
|
|
|
Participant:
|
[_________________________________________]
|
Grant Date:
|
[_________________________________________]
|
Total Number of Shares of Restricted Stock:
|
[______________________] Shares
|
Vesting Schedule:
|
Subject to the terms and conditions of the Plan, this Grant Notice and the Agreement, and subject to Participant’s continued service through each applicable vesting date, the Restrictions shall lapse as to:
•
____% of the Shares shall vest on ________, 20___;
•
____% of the Shares shall vest on ________, 20___; and
•
____% of the Shares shall vest on ________, 20___.
|
WILLIAM LYON HOMES:
|
PARTICIPANT:
|
||
By:
|
|
By:
|
|
Print Name:
|
|
Print Name:
|
|
Title:
|
|
|
|
Address:
|
|
Address:
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of William Lyon Homes;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(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.
|
Date: May 9, 2016
|
/S/ Matthew R. Zaist
|
|
Matthew R. Zaist
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of William Lyon Homes;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(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.
|
Date: May 9, 2016
|
/S/ COLIN T. SEVERN
|
|
Colin T. Severn
|
|
Senior Vice President, Chief Financial Officer
|
/S/ Matthew R. Zaist
|
Matthew R. Zaist
|
President and Chief Executive Officer
|
/S/ COLIN T. SEVERN
|
Colin T. Severn
|
Senior Vice President, Chief Financial Officer
|