ý
|
ANNUAL 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
|
Delaware
|
|
33-0864902
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
4695 MacArthur Court, 8th Floor
Newport Beach, California
|
|
92660
|
(Address of principal executive offices)
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|
(Zip Code)
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Title of each class of stock
|
|
Name of each exchange on which registered
|
Class A Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Large Accelerated Filer
|
|
¨
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|
Accelerated filer
|
|
x
|
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|||
Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging Growth Company
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¨
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Class of Common Stock
|
|
|
|
Outstanding at February 14, 2018
|
|
Common stock, Class A, par value $0.01
|
|
|
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34,267,510
|
|
Common stock, Class B, par value $0.01
|
|
|
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4,817,394
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Page No.
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosure
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Historical Consolidated Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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Index to Financial Statements
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Item 1.
|
Business
|
(1)
|
The California Segment during the time periods reflected above consists of operations in Orange, Los Angeles, San Diego, Riverside, San Bernardino, Alameda, Contra Costa, and San Joaquin counties. The offices are located in leased office space at 4695 MacArthur Court, 8th Floor, Newport Beach, California 92660 and 2603 Camino Ramon, Suite 450, San Ramon, CA 94583.
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(2)
|
The Arizona Segment consists of operations in the Phoenix metropolitan area. The offices are located in a leased office building at 8840 E. Chaparral Road, Suite 200, Scottsdale, AZ 85250.
|
(3)
|
The Nevada Segment consists of operations in Clark and Nye counties. The offices are located in a leased office building at 1980 Festival Plaza Drive, Suite 500, Las Vegas, NV 89135.
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(4)
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The Colorado Segment consists of operations in Douglas, Grand, Jefferson, and Larimer counties. The offices are located in a leased office building at 8480 East Orchard Road, Suite 1000, Greenwood Village, CO 80111.
|
(5)
|
The Washington Segment consists of operations in King, Snohomish, and Pierce counties. The offices are located in a leased office building at 11624 SE 5th Street, Bellevue, WA 98005.
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(6)
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The Oregon Segment consists of operations in Clackamas and Washington counties. The offices are located in a leased office building at 703 Broadway Street, Suite 510, Vancouver, WA 98660.
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1.
|
converting our lot supply into active projects;
|
2.
|
maximizing revenue at communities with strong demand;
|
3.
|
maintaining a low cost structure;
|
4.
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acquiring land positions through disciplined acquisition strategies near employment centers or transportation corridors;
|
5.
|
leveraging an experienced management team;
|
6.
|
deleveraging the balance sheet; and
|
7.
|
generating positive cash flows and strong returns for shareholders.
|
•
|
completing due diligence prior to committing to acquire land;
|
•
|
reviewing the status of entitlements and other governmental processing to mitigate zoning and other entitlement or development risk;
|
•
|
maximizing density to achieve more units per acre;
|
•
|
analyzing project pricing compared to the market's median home price;
|
•
|
focusing on land as a component of a home’s cost structure, rather than on the land’s speculative value;
|
•
|
limiting land acquisition size to reduce investment levels in any one project where possible;
|
•
|
utilizing option, joint venture and other non-capital intensive structures to control land and reduce risk where feasible;
|
•
|
funding land acquisitions whenever possible with non-recourse seller financing;
|
•
|
employing centralized control of approval over all land transactions; and
|
•
|
diversifying with respect to market segments and product types.
|
|
||||||||||||||||||
Active Projects (by County or City)
|
Estimated Year of
First Delivery |
|
Estimated
Number of Homes at Completion (1) |
|
Cumulative Homes Closed as of December 31, 2017 (2)
|
|
Backlog at
December 31, 2017 (3) (4) |
|
Lots Owned
as of December 31, 2017 (5) |
|
Homes Closed for the Year Ended December 31, 2017
|
|
Estimated Sales
Price Range (6) |
|||||
CALIFORNIA
|
|
|
|
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|
|
|
|
||||||||||
Orange County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Anaheim
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Avelina
|
2017
|
|
38
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
(8)
|
Buena Park
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Covey (7)
|
2016
|
|
67
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
(8)
|
Cypress
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mackay Place (7)
|
2016
|
|
47
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(8)
|
Ovation at Flora Park (7)
|
2018
|
|
244
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
$ 720,000 - 846,000
|
Dana Point
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand Monarch
|
2015
|
|
37
|
|
|
15
|
|
|
—
|
|
|
22
|
|
|
2
|
|
|
$ 2,561,000 - 2,904,000
|
Ladera Ranch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Artisan
|
2015
|
|
14
|
|
|
9
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
$ 2,550,000 - 3,025,000
|
Artisan II
|
2018
|
|
15
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
$ 1,986,000 - 2,991,000
|
Irvine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Vine
|
2016
|
|
106
|
|
|
94
|
|
|
10
|
|
|
12
|
|
|
63
|
|
|
$ 546,000 - 645,000
|
Calistoga
|
2016
|
|
60
|
|
|
56
|
|
|
—
|
|
|
4
|
|
|
41
|
|
|
$1,230,000 - $1,475,000
|
Celadon (7)
|
2017
|
|
79
|
|
|
26
|
|
|
32
|
|
|
53
|
|
|
26
|
|
|
$ 720,000 - 815,000
|
Rancho Mission Viejo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aurora (7)
|
2016
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
(8)
|
Vireo (7)
|
2015
|
|
90
|
|
|
84
|
|
|
—
|
|
|
6
|
|
|
24
|
|
|
$ 599,000 - 655,000
|
Briosa (7)
|
2016
|
|
50
|
|
|
17
|
|
|
1
|
|
|
33
|
|
|
16
|
|
|
$ 945,000 - 1,050,000
|
Reverie
|
2018
|
|
118
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
$ 690,000 - 815,000
|
Rancho Santa Margarita
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dahlia Court
|
2016
|
|
36
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
(8)
|
Los Angeles County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Glendora
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
La Colina Estates
|
2015
|
|
121
|
|
|
24
|
|
|
8
|
|
|
97
|
|
|
5
|
|
|
$ 1,274,000 - 1,654,000
|
Lakewood
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Canvas
|
2015
|
|
72
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(8)
|
Claremont
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Meadow Park
|
2017
|
|
95
|
|
|
6
|
|
|
9
|
|
|
89
|
|
|
6
|
|
|
$ 460,000 - 585,000
|
Riverside County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Riverside
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
SkyRidge
|
2014
|
|
90
|
|
|
61
|
|
|
9
|
|
|
29
|
|
|
39
|
|
|
$ 510,000 - 560,000
|
TurnLeaf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Crossings
|
2014
|
|
42
|
|
|
39
|
|
|
—
|
|
|
3
|
|
|
20
|
|
|
$ 498,000 - 528,000
|
Coventry
|
2015
|
|
42
|
|
|
36
|
|
|
3
|
|
|
6
|
|
|
23
|
|
|
$ 538,000 - 558,000
|
Cameos
|
2018
|
|
216
|
|
|
—
|
|
|
30
|
|
|
216
|
|
|
—
|
|
|
$ 510,000 - 605,000
|
Eastvale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nexus
|
2015
|
|
220
|
|
|
168
|
|
|
33
|
|
|
52
|
|
|
73
|
|
|
$ 356,000 - 415,000
|
San Bernardino County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Upland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Orchards (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Citrus Court
|
2015
|
|
77
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
(8)
|
Citrus Pointe
|
2015
|
|
132
|
|
|
94
|
|
|
11
|
|
|
38
|
|
|
50
|
|
|
$ 369,000 - 394,000
|
Yucaipa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cedar Glen
|
2015
|
|
143
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(8)
|
|
||||||||||||||||||
Chino
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Laurel Lane
|
2017
|
|
70
|
|
|
12
|
|
|
24
|
|
|
58
|
|
|
12
|
|
|
$ 534,000 - 600,000
|
San Diego County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Escondido
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Citron
|
2018
|
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
$ 377,000 - 418,000
|
Alameda County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Livermore
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wayland
|
2018
|
|
54
|
|
|
—
|
|
|
17
|
|
|
54
|
|
|
—
|
|
|
$ 895,000 - 1,090,000
|
Newark
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Cove
|
2016
|
|
108
|
|
|
72
|
|
|
27
|
|
|
36
|
|
|
64
|
|
|
$ 716,000 - 821,000
|
The Strand
|
2016
|
|
157
|
|
|
66
|
|
|
6
|
|
|
91
|
|
|
58
|
|
|
$ 802,000 - 912,000
|
The Banks
|
2016
|
|
120
|
|
|
96
|
|
|
—
|
|
|
24
|
|
|
92
|
|
|
$ 865,000 - 950,000
|
The Tides
|
2016
|
|
75
|
|
|
52
|
|
|
9
|
|
|
23
|
|
|
48
|
|
|
$ 944,000 - 974,000
|
The Isles
|
2016
|
|
82
|
|
|
43
|
|
|
11
|
|
|
39
|
|
|
40
|
|
|
$ 1,038,000 - 1,118,000
|
Contra Costa County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pittsburg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vista Del Mar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Victory II
|
2014
|
|
104
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(8)
|
CALIFORNIA TOTAL
|
|
|
3,178
|
|
|
1,748
|
|
|
240
|
|
|
1,358
|
|
|
919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ARIZONA
|
||||||||||||||||||
Maricopa County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Queen Creek
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Meridian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Harvest
|
2015
|
|
448
|
|
|
255
|
|
|
24
|
|
|
193
|
|
|
121
|
|
|
$ 217,990 - 260,990
|
Homestead
|
2015
|
|
313
|
|
|
120
|
|
|
27
|
|
|
193
|
|
|
64
|
|
|
$ 257,990 - 346,990
|
Harmony
|
2015
|
|
282
|
|
|
65
|
|
|
28
|
|
|
217
|
|
|
36
|
|
|
$ 288,990 - 311,990
|
Horizons
|
2016
|
|
161
|
|
|
38
|
|
|
20
|
|
|
123
|
|
|
29
|
|
|
$ 324,990 - 411,990
|
Mesa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lehi Crossing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Settlers Landing
|
2012
|
|
235
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
(8)
|
Wagon Trail
|
2013
|
|
244
|
|
|
242
|
|
|
—
|
|
|
2
|
|
|
90
|
|
|
$ 259,990 - 341,990
|
Monument Ridge
|
2013
|
|
248
|
|
|
169
|
|
|
29
|
|
|
79
|
|
|
82
|
|
|
$ 301,990 - 440,990
|
Albany Village
|
2016
|
|
228
|
|
|
69
|
|
|
33
|
|
|
159
|
|
|
61
|
|
|
$ 203,990 - 268,990
|
Peoria
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rio Vista
|
2015
|
|
197
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(8)
|
ARIZONA TOTAL
|
|
|
2,356
|
|
|
1,390
|
|
|
161
|
|
|
966
|
|
|
539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
NEVADA
|
||||||||||||||||||
Clark County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Las Vegas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lyon Estates
|
2014
|
|
81
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(8)
|
Tuscan Cliffs
|
2015
|
|
76
|
|
|
33
|
|
|
—
|
|
|
43
|
|
|
6
|
|
|
$ 645,000 - 826,000
|
Brookshire
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Estates
|
2015
|
|
35
|
|
|
34
|
|
|
1
|
|
|
1
|
|
|
7
|
|
|
(8)
|
Heights
|
2015
|
|
98
|
|
|
92
|
|
|
4
|
|
|
6
|
|
|
54
|
|
|
$ 373,000 - 425,000
|
Las Vegas - Summerlin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sterling Ridge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand
|
2014
|
|
137
|
|
|
111
|
|
|
10
|
|
|
26
|
|
|
29
|
|
|
$ 920,000 - 1,003,000
|
Premier
|
2014
|
|
62
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
$ 1,244,000 - 1,357,000
|
Allegra
|
2016
|
|
88
|
|
|
53
|
|
|
9
|
|
|
35
|
|
|
23
|
|
|
$ 519,000 - 556,000
|
Silver Ridge
|
2016
|
|
83
|
|
|
32
|
|
|
12
|
|
|
34
|
|
|
20
|
|
|
$ 1,292,500 - 1,500,500
|
|
||||||||||||||||||
Affinity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Moda (7)
|
2017
|
|
192
|
|
|
12
|
|
|
12
|
|
|
180
|
|
|
12
|
|
|
$ 247,000 - 316,000
|
Evoke
|
2017
|
|
117
|
|
|
15
|
|
|
6
|
|
|
102
|
|
|
15
|
|
|
$ 336,000 - 423,000
|
Savu (7)
|
2017
|
|
96
|
|
|
5
|
|
|
4
|
|
|
91
|
|
|
5
|
|
|
$ 410,000 - 489,000
|
Revo (7)
|
2017
|
|
80
|
|
|
1
|
|
|
4
|
|
|
79
|
|
|
1
|
|
|
$ 445,000 - 485,000
|
Henderson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lago Vista
|
2016
|
|
52
|
|
|
16
|
|
|
4
|
|
|
36
|
|
|
13
|
|
|
$ 790,000 - 878,000
|
The Peaks
|
2016
|
|
88
|
|
|
10
|
|
|
9
|
|
|
78
|
|
|
10
|
|
|
$ 490,000 - 514,000
|
Nye County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pahrump
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mountain Falls
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Series I
|
2011
|
|
242
|
|
|
239
|
|
|
3
|
|
|
3
|
|
|
50
|
|
|
(8)
|
Series II
|
2014
|
|
96
|
|
|
58
|
|
|
7
|
|
|
38
|
|
|
23
|
|
|
$ 237,500 - 326,500
|
Ventano
|
2018
|
|
166
|
|
|
—
|
|
|
1
|
|
|
166
|
|
|
—
|
|
|
$ 195,500 - 223,500
|
Ovation at Mountain Falls
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Onyx
|
2018
|
|
256
|
|
|
—
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
$ 209,500 - 234,500
|
Jade
|
2018
|
|
179
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
$ 274,300 - 284,300
|
Topaz
|
2018
|
|
166
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
—
|
|
|
$ 299,600 - 316,600
|
NEVADA TOTAL
|
|
|
2,390
|
|
|
854
|
|
|
86
|
|
|
1,519
|
|
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
COLORADO
|
||||||||||||||||||
Arapahoe County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aurora
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Southshore
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Generations
|
2014
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(8)
|
Signature
|
2015
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(8)
|
Reverie Collection
|
2016
|
|
30
|
|
|
12
|
|
|
2
|
|
|
18
|
|
|
10
|
|
|
$ 423,000 - 497,000
|
Artistry
|
2016
|
|
61
|
|
|
46
|
|
|
2
|
|
|
15
|
|
|
29
|
|
|
$ 437,000 - 495,000
|
Signature II
|
2017
|
|
30
|
|
|
8
|
|
|
2
|
|
|
22
|
|
|
8
|
|
|
$ 482,000 - 533,000
|
Marque Collection
|
2017
|
|
79
|
|
|
1
|
|
|
15
|
|
|
78
|
|
|
1
|
|
|
$ 358,000 - 398,000
|
Reverie Collection 40's Lg
|
2018
|
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
$ 396,000 - 462,000
|
Touchstone Collection
|
2018
|
|
68
|
|
|
—
|
|
|
2
|
|
|
68
|
|
|
—
|
|
|
$ 434,000 - 495,000
|
Centennial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Greenfield: Artistry
|
2016
|
|
35
|
|
|
34
|
|
|
—
|
|
|
1
|
|
|
25
|
|
|
$ 454,000 - 523,000
|
Douglas County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Castle Rock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cliffside: Portrait
|
2014
|
|
49
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(8)
|
Jefferson County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Arvada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Candelas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Generations
|
2015
|
|
50
|
|
|
48
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|
$ 425,000 - 497,000
|
Tapestry
|
2015
|
|
26
|
|
|
18
|
|
|
—
|
|
|
8
|
|
|
10
|
|
|
$ 460,000 - 530,000
|
The 40's Collection
|
2017
|
|
40
|
|
|
3
|
|
|
4
|
|
|
37
|
|
|
3
|
|
|
$ 413,000 - 466,000
|
The 50's Collection
|
2017
|
|
85
|
|
|
1
|
|
|
3
|
|
|
84
|
|
|
1
|
|
|
$ 450,000 - 510,000
|
Leydon Rock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Garden
|
2014
|
|
60
|
|
|
57
|
|
|
—
|
|
|
3
|
|
|
22
|
|
|
$ 422,000 - 462,000
|
Park
|
2015
|
|
74
|
|
|
72
|
|
|
—
|
|
|
2
|
|
|
10
|
|
|
$ 410,000 - 458,000
|
Larimer County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fort Collins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
West Village at Timnath Ranch North
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Park
|
2014
|
|
92
|
|
|
91
|
|
|
1
|
|
|
1
|
|
|
27
|
|
|
(8)
|
Sonnet
|
2014
|
|
55
|
|
|
53
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
$ 398,000 - 470,000
|
|
||||||||||||||||||
The 50's Collection
|
2017
|
|
55
|
|
|
3
|
|
|
3
|
|
|
52
|
|
|
3
|
|
|
$ 410,000 - 490,000
|
The 40's Collection
|
2017
|
|
69
|
|
|
—
|
|
|
2
|
|
|
69
|
|
|
—
|
|
|
$ 381,000 - 447,000
|
Loveland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lakes at Centerra: Park
|
2015
|
|
88
|
|
|
60
|
|
|
12
|
|
|
28
|
|
|
25
|
|
|
$ 397,000 - 440,000
|
Denver County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Denver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Avion at Denver Connection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Summit
|
2017
|
|
93
|
|
|
5
|
|
|
16
|
|
|
88
|
|
|
5
|
|
|
$ 354,000 - 394,000
|
Horizon
|
2017
|
|
191
|
|
|
9
|
|
|
31
|
|
|
182
|
|
|
9
|
|
|
$ 292,000 - 346,000
|
Alpine
|
2017
|
|
101
|
|
|
5
|
|
|
18
|
|
|
96
|
|
|
5
|
|
|
$ 283,000 - 313,000
|
Westerly
|
2017
|
|
309
|
|
|
12
|
|
|
46
|
|
|
297
|
|
|
12
|
|
|
$ 255,000 - 283,000
|
Boulder County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Erie
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Flatiron Meadows
|
2017
|
|
98
|
|
|
8
|
|
|
13
|
|
|
28
|
|
|
8
|
|
|
$ 462,000 - 564,000
|
COLORADO TOTAL
|
|
|
1,931
|
|
|
617
|
|
|
172
|
|
|
1,252
|
|
|
240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
WASHINGTON
|
||||||||||||||||||
King County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bryant Heights SF
|
2015
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(8)
|
Bryant Heights NC
|
2017
|
|
36
|
|
|
24
|
|
|
1
|
|
|
12
|
|
|
24
|
|
|
$ 514,060 - 904,990
|
Bryant Heights MF
|
2016
|
|
39
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
(8)
|
Highcroft at Sammamish
|
2016
|
|
121
|
|
|
117
|
|
|
3
|
|
|
4
|
|
|
80
|
|
|
$ 849,990 - 1,329,990
|
Peasley Canyon
|
2016
|
|
153
|
|
|
123
|
|
|
18
|
|
|
30
|
|
|
88
|
|
|
$ 389,990 - 497,990
|
Ridgeview Townhomes
|
2016
|
|
40
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
(8)
|
High Point Block 9
|
2018
|
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
$ 405,990 - 524,990
|
High Point Block 34
|
2017
|
|
54
|
|
|
53
|
|
|
1
|
|
|
1
|
|
|
53
|
|
|
(8)
|
Westridge SF South
|
2017
|
|
72
|
|
|
3
|
|
|
6
|
|
|
39
|
|
|
3
|
|
|
$ 969,990 - 1,284,290
|
Westridge MF South
|
2018
|
|
109
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
$ 659,990 - 824,990
|
Upton at Crossroads Village (7)
|
2017
|
|
176
|
|
|
21
|
|
|
23
|
|
|
155
|
|
|
21
|
|
|
$ 574,990 - 884,990
|
The Cottages at North Bend
|
2017
|
|
37
|
|
|
29
|
|
|
5
|
|
|
8
|
|
|
29
|
|
|
$ 489,990 - 739,990
|
Snohomish County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Silverlake Center
|
2015
|
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(8)
|
Riverfront
|
2016
|
|
425
|
|
|
139
|
|
|
25
|
|
|
286
|
|
|
133
|
|
|
$ 284,990 - 552,990
|
Pierce County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ovation at Oak Tree (7)
|
2017
|
|
814
|
|
|
10
|
|
|
9
|
|
|
245
|
|
|
10
|
|
|
$ 324,990 - 459,990
|
WASHINGTON TOTAL
|
|
|
2,242
|
|
|
712
|
|
|
91
|
|
|
866
|
|
|
516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
OREGON
|
||||||||||||||||||
Clackamas County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Villebois Zion IIII - Townhomes
|
2014
|
|
40
|
|
|
36
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
$ 269,990 - 309,990
|
Villebois Zion III - Cottage
|
2014
|
|
46
|
|
|
37
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
$ 299,990 - 429,990
|
Villebois Zion III - Alley
|
2015
|
|
51
|
|
|
32
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
$ 339,990 - 414,990
|
Villebois V Fasano
|
2016
|
|
93
|
|
|
92
|
|
|
1
|
|
|
1
|
|
|
55
|
|
|
(8)
|
Grande Pointe at Villebois Alley
|
2016
|
|
40
|
|
|
39
|
|
|
—
|
|
|
1
|
|
|
28
|
|
|
$ 459,990 - 483,990
|
Grande Pointe at Villebois FL
|
2016
|
|
60
|
|
|
41
|
|
|
6
|
|
|
19
|
|
|
29
|
|
|
$ 529,990 - 599,990
|
Villebois Lund Cottages
|
2015
|
|
67
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
(8)
|
Villebois Lund Townhomes
|
2015
|
|
42
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
(8)
|
Villebois Lund Alley
|
2016
|
|
96
|
|
|
52
|
|
|
13
|
|
|
44
|
|
|
41
|
|
|
$ 349,990 - 464,990
|
Villebois Village Parcel 80
|
2016
|
|
50
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
(8)
|
Villebois Village Parcel 83
|
2016
|
|
31
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(8)
|
|
||||||||||||||||||
Villebois Village Parcel 77
|
2018
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
$ 209,990 - 309,990
|
Villebois Village Parcel 78
|
2018
|
|
43
|
|
|
—
|
|
|
11
|
|
|
43
|
|
|
—
|
|
|
$ 269,990 - 299,990
|
Villebois Village Parcel 82
|
2018
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
$ 279,990 - 309,990
|
Washington County:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sequoia Village - Cornelius Pass
|
2016
|
|
157
|
|
|
154
|
|
|
3
|
|
|
3
|
|
|
91
|
|
|
(8)
|
Twin Creeks
|
2014
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(8)
|
Bethany West - Alley
|
2015
|
|
94
|
|
|
87
|
|
|
—
|
|
|
7
|
|
|
1
|
|
|
$ 429,990 - 489,990
|
Bethany West - Cottage
|
2015
|
|
61
|
|
|
60
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
$ 389,990 - 429,990
|
Bethany West - Traditional
|
2015
|
|
82
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(8)
|
Bethany West - Townhomes
|
2017
|
|
40
|
|
|
29
|
|
|
4
|
|
|
11
|
|
|
29
|
|
|
$ 569,990 - 664,990
|
Bethany West - Weisenfluh
|
2016
|
|
36
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(8)
|
Bethany Round 2 - Alley
|
2016
|
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
(8)
|
Bethany Round 2 - Cottage
|
2016
|
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(8)
|
Bethany Round 2 - Traditional
|
2016
|
|
24
|
|
|
20
|
|
|
—
|
|
|
4
|
|
|
20
|
|
|
$ 569,990 - 609,990
|
Bethany Phase 5 - Alley
|
2018
|
|
48
|
|
|
—
|
|
|
7
|
|
|
48
|
|
|
—
|
|
|
$ 474,990 - 589,990
|
Bethany Phase 5 - Townhomes
|
2018
|
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
$ 309,990 - 499,990
|
Bull Mountain 1 NW River Terrace - Alley
|
2017
|
|
35
|
|
|
34
|
|
|
—
|
|
|
1
|
|
|
34
|
|
|
$ 399,990 - 429,990
|
Bull Mountain 1 NW River Terrace - Med/Std/Lrg
|
2016
|
|
116
|
|
|
86
|
|
|
—
|
|
|
30
|
|
|
86
|
|
|
$ 464,990 - 594,990
|
Bull Mountain 1 NW River Terrace - Townhomes
|
2017
|
|
64
|
|
|
46
|
|
|
—
|
|
|
18
|
|
|
46
|
|
|
$ 269,990 - 294,990
|
Bull Mountain 2 W River Terrace - Alley
|
2016
|
|
60
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
(8)
|
Bull Mountain 2 W River Terrace - Med/Std
|
2016
|
|
31
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
(8)
|
Bull Mountain 2 W River Terrace - Townhomes
|
2016
|
|
46
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
(8)
|
Bull Mountain 3 NE River Terrace - Townhouse
|
2018
|
|
43
|
|
|
—
|
|
|
9
|
|
|
34
|
|
|
—
|
|
|
$ 279,990 - 309,990
|
Bull Mountain 3 NE River Terrace - Alley
|
2018
|
|
54
|
|
|
—
|
|
|
1
|
|
|
27
|
|
|
—
|
|
|
$ 429,990 - 529,990
|
Bull Mountain 3 NE River Terrace - Med/Std
|
2018
|
|
103
|
|
|
—
|
|
|
12
|
|
|
30
|
|
|
—
|
|
|
$ 509,990 - 639,990
|
Bull Mountain 3 NE River Terrace - Large
|
2018
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
$ 684,990 - 699,990
|
Bull Mountain 3 NE River Terrace - Estate
|
2018
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
$ 669,990 - 715,990
|
Bull Mountain 7 Dickson
|
2016
|
|
82
|
|
|
50
|
|
|
3
|
|
|
32
|
|
|
35
|
|
|
$ 549,990 - 779,990
|
Bull Mountain River Terrace Condos
|
2018
|
|
141
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
$ 194,990 - 279,990
|
Sunset Ridge
|
2015
|
|
104
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(8)
|
OREGON TOTAL
|
|
|
2,428
|
|
|
1,576
|
|
|
72
|
|
|
743
|
|
|
747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Future Owned and Controlled (by County)
|
|
|
|
|
|
|
|
Lots Owned or Controlled as of December 31, 2017 (9)
|
|
|
|
|
||||||
CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Orange County
|
|
|
|
|
|
|
|
|
176
|
|
|
|
|
|
||||
San Diego County
|
|
|
|
|
|
|
|
|
122
|
|
|
|
|
|
||||
Alameda County
|
|
|
|
|
|
|
|
|
457
|
|
|
|
|
|
||||
Contra Costa County
|
|
|
|
|
|
|
|
|
489
|
|
|
|
|
|
||||
ARIZONA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Maricopa County (10)
|
|
|
|
|
|
|
|
|
3,255
|
|
|
|
|
|
||||
NEVADA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nye County (10)
|
|
|
|
|
|
|
|
|
1,249
|
|
|
|
|
|
|
||||||||||||||||||
Clark County
|
|
|
|
|
|
|
|
|
230
|
|
|
|
|
|
||||
COLORADO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Douglas County
|
|
|
|
|
|
|
|
|
477
|
|
|
|
|
|
||||
Grand County
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
||||
Larimer County
|
|
|
|
|
|
|
|
|
106
|
|
|
|
|
|
||||
Boulder County
|
|
|
|
|
|
|
|
|
186
|
|
|
|
|
|
||||
WASHINGTON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
King County
|
|
|
|
|
|
|
|
|
684
|
|
|
|
|
|
||||
Pierce County
|
|
|
|
|
|
|
|
|
559
|
|
|
|
|
|
||||
Snohomish County
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
|
||||
OREGON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Clackamas County
|
|
|
|
|
|
|
|
|
131
|
|
|
|
|
|
||||
Washington County
|
|
|
|
|
|
|
|
|
|
|
|
2,513
|
|
|
|
|
|
|
TOTAL FUTURE
|
|
|
|
|
|
|
|
|
10,732
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
GRAND TOTALS
|
|
|
14,525
|
|
|
6,897
|
|
|
822
|
|
|
17,436
|
|
|
3,239
|
|
|
|
(1)
|
The estimated number of homes to be built at completion is approximate and includes home sites in our backlog. Such estimated amounts are subject to change based on, among other things, future site planning, as well as zoning and permit changes, and there can be no assurance that the Company will build these homes. Further, certain projects may include lots that the Company controls, and that are also reflected in "Future Owned and Controlled."
|
(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
December 31, 2017
, 703 represent homes that are completed or under construction.
|
(5)
|
Lots owned as of
December 31, 2017
include lots in backlog at
December 31, 2017
.
|
(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 (excluding homes sold under any affordable or other government-sponsored program) 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
December 31, 2017
.
|
(9)
|
Includes projects with lots owned as of
December 31, 2017
that are expected to open for sale and have an estimated year of first delivery of 2018 or later, as well as lots controlled as of
December 31, 2017
, 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 2018. 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.
|
(10)
|
Includes parcels of undeveloped land held for future sale. It is unknown when the Company plans to develop homes on this land.
|
Item 1A.
|
Risk Factors
|
•
|
employment levels and job and personal income growth;
|
•
|
availability and pricing of financing for homebuyers;
|
•
|
short and long-term interest rates;
|
•
|
overall consumer confidence and the confidence of potential homebuyers in particular;
|
•
|
demographic trends;
|
•
|
changes in energy prices;
|
•
|
housing demand from population growth, household formation and other demographic changes, among other factors;
|
•
|
U.S. and global financial system, market volatility and credit market stability;
|
•
|
private party and governmental residential consumer mortgage loan programs, and federal and state regulation of lending and appraisal practices;
|
•
|
federal and state personal income tax rates and provisions, and government actions, policies, programs and regulations directed at or affecting the housing market (including the Tax Cuts and Jobs Act (“Tax Cuts and Job Act”), the Dodd-Frank Act, tax benefits associated with purchasing and owning a home, and the standards, fees and size limits applicable to the purchase or insuring of mortgage loans by government-sponsored enterprises and government agencies), the homebuilding industry, or construction activities;
|
•
|
the supply of and prices for available new or existing homes, including lender-owned homes acquired through foreclosures and short sales and homes held for sale by investors and speculators, and other housing alternatives, such as apartments and other residential rental property;
|
•
|
homebuyer interest in our current or new product designs and community locations, and general consumer interest in purchasing a home compared to choosing other housing alternatives; and
|
•
|
real estate taxes.
|
•
|
reduce or delay its business activities, land acquisitions and capital expenditures;
|
•
|
sell assets;
|
•
|
obtain additional debt or equity capital; or
|
•
|
restructure or refinance all or a portion of its debt, including the notes, on or before maturity.
|
•
|
our delivering fewer homes;
|
•
|
our selling homes at lower prices;
|
•
|
our offering or increasing sales incentives, discounts or price concessions for our homes;
|
•
|
our experiencing lower housing gross profit margins, particularly if we cannot raise our selling prices to cover increased land development, home construction or overhead costs;
|
•
|
our selling fewer homes or experiencing a higher number of cancellations by homebuyers;
|
•
|
impairments in the value of our inventory and other assets;
|
•
|
difficulty in acquiring desirable land that meets our investment return or marketing standards, and in selling our interests in land that no longer meet such standards on favorable terms;
|
•
|
difficulty in our acquiring raw materials and skilled management and trade labor at acceptable prices;
|
•
|
delays in the development of land and/or the construction of our homes; and/or
|
•
|
difficulty in securing external financing, performance bonds or letter of credit facilities on favorable terms.
|
•
|
projections of RSI’s future revenues and other metrics of financial performance;
|
•
|
the amount of goodwill and intangibles that will result from the acquisition;
|
•
|
purchase accounting adjustments that we expect will be recorded in our financial statements in connection with the RSI Acquisition in future periods;
|
•
|
acquisition costs, including transaction and integration costs; and
|
•
|
other financial and strategic rationales and risks of the acquisition.
|
•
|
our ability to obtain additional financing as needed for working capital, land acquisition costs, building costs, other capital expenditures, or general corporate purposes, or to refinance existing indebtedness before its scheduled maturity, may be limited;
|
•
|
we will need to use a substantial portion of cash flow from operations to pay interest and principal on our indebtedness, which will reduce the funds available for other purposes;
|
•
|
if we are unable to comply with the terms of the agreements governing our indebtedness, the holders of that indebtedness could accelerate that indebtedness and exercise other rights and remedies against us;
|
•
|
if we have a higher level of indebtedness than some of our competitors, it may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in the industry, including increased competition;
|
•
|
the terms of any refinancing may not be as favorable as the debt being refinanced; and
|
•
|
some of our current debt has, and any additional debt we incur may have, a floating rate of interest. The FOMC recently raised the target range for the federal funds rate. We are unable to predict if, or when, the FOMC will announce further increases and the impact of any such increases on our floating rate interest rates.
|
•
|
incur or guarantee additional indebtedness or issue certain equity interests;
|
•
|
pay dividends or distributions, repurchase equity or prepay subordinated debt;
|
•
|
make certain investments;
|
•
|
sell assets;
|
•
|
incur liens;
|
•
|
create certain restrictions on the ability of restricted subsidiaries to transfer assets;
|
•
|
enter into transactions with affiliates;
|
•
|
create unrestricted subsidiaries; and
|
•
|
consolidate, merge or sell all or substantially all of our assets.
|
•
|
limited in how we conduct our business;
|
•
|
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
|
•
|
unable to compete effectively or to take advantage of new business opportunities.
|
•
|
reduce or delay our business activities and capital expenditures;
|
•
|
sell assets;
|
•
|
obtain additional debt or equity capital; or
|
•
|
restructure or refinance all or a portion of our debt, including the notes, on or before maturity.
|
•
|
actual or anticipated variations in our quarterly operating results;
|
•
|
changes in market valuations of similar companies;
|
•
|
adverse market reaction to the level of our indebtedness;
|
•
|
market reaction to our capital markets transactions;
|
•
|
additions or departures of key personnel;
|
•
|
actions by stockholders;
|
•
|
increased volatility as a result of the relative size of our public float;
|
•
|
speculation in the press or investment community;
|
•
|
general market, economic and political conditions, including an economic slowdown or dislocation in the global credit markets;
|
•
|
our operating performance and the performance of other similar companies;
|
•
|
changes in accounting principles; and
|
•
|
passage of legislation or other regulatory developments that adversely affect us or the homebuilding industry.
|
•
|
authorizing the issuance of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
|
•
|
any action to be taken by holders of our common stock must be effected at a duly called annual or special meeting and not by written consent;
|
•
|
special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, our Chief Executive Officer or our lead independent director;
|
•
|
our dual-class voting structure that provides for five-to-one voting rights for holders of our Class B Common Stock;
|
•
|
holders of our Class B Common Stock possess certain preemptive rights allowing them to purchase additional shares of Class B Common Stock in the event of certain issuances of Class A Common Stock, subject to certain exceptions;
|
•
|
vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, but not by stockholders;
|
•
|
our bylaws require advance notice of stockholder proposals and director nominations;
|
•
|
an amendment to our bylaws requires a supermajority vote of stockholders; and
|
•
|
after the conversion of all Class B Common Stock, our board of directors will be staggered into three separate classes, with classes fixed by the board, and, once staggered, the removal of directors requires a supermajority vote of stockholders.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosure
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
2017
|
|
2016
|
|||||||||||||
Calendar Quarter Ended
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
||||||||
March 31
|
|
$
|
21.20
|
|
|
$
|
16.37
|
|
|
$
|
16.42
|
|
|
$
|
7.61
|
|
|
June 30
|
|
24.51
|
|
|
19.76
|
|
|
17.44
|
|
|
12.80
|
|
|
||||
September 30
|
|
25.18
|
|
|
18.85
|
|
|
19.02
|
|
|
15.18
|
|
|
||||
December 31
|
|
30.79
|
|
|
22.77
|
|
|
21.92
|
|
|
15.60
|
|
|
|
5/16/2013
|
|
|
12/31/2013
|
|
|
12/31/2014
|
|
|
12/31/2015
|
|
|
12/31/2016
|
|
|
12/31/2017
|
|
||||||
William Lyon Homes
|
$
|
100
|
|
|
$
|
86.82
|
|
|
$
|
79.49
|
|
|
$
|
64.71
|
|
|
$
|
74.63
|
|
|
$
|
114.04
|
|
S&P 500 Index
|
100
|
|
|
113.45
|
|
|
128.98
|
|
|
130.77
|
|
|
146.41
|
|
|
178.37
|
|
||||||
S&P Composite 1500 Homebuilding Index
|
100
|
|
|
91.56
|
|
|
95.47
|
|
|
101.68
|
|
|
97.51
|
|
|
171.47
|
|
Month Ended
|
|
Total Number of Shares Purchased
(1) (2)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased from Certain Employees
(1)
|
|
Total Number of Shares Purchased under the Stock Repurchase Program
(2)
|
|
Approximate Dollar Value of Shares that may yet be Repurchased under the Stock Repurchase Program
|
|||||||
October 31, 2017
|
|
36,197
|
|
|
$
|
23.88
|
|
|
—
|
|
|
36,197
|
|
|
$
|
46,890,294
|
|
November 30, 2017
|
|
2,816
|
|
|
$
|
28.84
|
|
|
2,816
|
|
|
—
|
|
|
46,890,294
|
|
|
December 31, 2017
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
46,890,294
|
|
||
Total
|
|
39,013
|
|
|
|
|
2,816
|
|
|
36,197
|
|
|
|
Item 6.
|
Selected Historical Consolidated Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(in thousands except number of shares, per share data and number of homes)
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
$
|
1,795,074
|
|
|
$
|
1,402,203
|
|
|
$
|
1,078,928
|
|
|
$
|
857,025
|
|
|
$
|
521,310
|
|
Construction services
|
1,454
|
|
|
3,837
|
|
|
25,124
|
|
|
37,728
|
|
|
32,533
|
|
|||||
Total revenues
|
1,796,528
|
|
|
1,406,040
|
|
|
1,104,052
|
|
|
894,753
|
|
|
553,843
|
|
|||||
Operating income
|
137,956
|
|
|
93,968
|
|
|
80,247
|
|
|
75,473
|
|
|
51,857
|
|
|||||
Income before reorganization items, extinguishment of debt and
(provision for) benefit from income taxes
|
142,512
|
|
|
102,817
|
|
|
87,067
|
|
|
78,323
|
|
|
53,765
|
|
|||||
(Provision for) benefit from income taxes
|
(62,933
|
)
|
|
(34,850
|
)
|
|
(26,806
|
)
|
|
(23,797
|
)
|
|
82,302
|
|
|||||
Net income
|
57,751
|
|
|
67,967
|
|
|
60,261
|
|
|
54,526
|
|
|
135,603
|
|
|||||
Net income available to common stockholders
|
48,135
|
|
|
59,696
|
|
|
57,336
|
|
|
44,625
|
|
|
127,604
|
|
|||||
Income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.30
|
|
|
$
|
1.62
|
|
|
$
|
1.57
|
|
|
$
|
1.41
|
|
|
$
|
5.16
|
|
Diluted
|
$
|
1.24
|
|
|
$
|
1.55
|
|
|
$
|
1.48
|
|
|
$
|
1.34
|
|
|
$
|
4.95
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
37,040,137
|
|
|
36,764,799
|
|
|
36,546,227
|
|
|
31,753,110
|
|
|
24,736,841
|
|
|||||
Diluted
|
38,663,667
|
|
|
38,474,900
|
|
|
38,767,556
|
|
|
33,263,343
|
|
|
25,796,197
|
|
|||||
Operating Data (including consolidated joint ventures) (unaudited):
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of net new home orders
|
3,328
|
|
|
2,775
|
|
|
2,575
|
|
|
1,677
|
|
|
1,322
|
|
|||||
Number of homes closed
|
3,239
|
|
|
2,781
|
|
|
2,314
|
|
|
1,753
|
|
|
1,360
|
|
|||||
Average sales price of homes closed
|
$
|
554
|
|
|
$
|
504
|
|
|
$
|
466
|
|
|
$
|
489
|
|
|
$
|
383
|
|
Cancellation rates
|
15
|
%
|
|
16
|
%
|
|
20
|
%
|
|
18
|
%
|
|
17
|
%
|
|||||
Backlog at end of period, number of homes
|
822
|
|
|
733
|
|
|
739
|
|
|
478
|
|
|
368
|
|
|||||
Backlog at end of period, aggregate sales value
|
$
|
433,012
|
|
|
$
|
410,675
|
|
|
$
|
391,770
|
|
|
$
|
260,127
|
|
|
$
|
199,523
|
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
182,710
|
|
|
$
|
42,612
|
|
|
$
|
50,203
|
|
|
$
|
52,771
|
|
|
$
|
171,672
|
|
Real estate inventories—Owned
|
1,699,850
|
|
|
1,771,998
|
|
|
1,675,106
|
|
|
1,404,639
|
|
|
671,790
|
|
|||||
Real estate inventories—Not owned
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,960
|
|
|||||
Total assets
|
2,061,104
|
|
|
2,011,280
|
|
|
1,923,450
|
|
|
1,659,724
|
|
|
1,010,411
|
|
|||||
Total debt
|
1,030,184
|
|
|
1,080,650
|
|
|
1,105,776
|
|
|
925,398
|
|
|
469,355
|
|
|||||
Total William Lyon Homes stockholders’ equity
|
780,472
|
|
|
697,086
|
|
|
632,095
|
|
|
569,915
|
|
|
428,179
|
|
|||||
Noncontrolling interests
|
80,158
|
|
|
66,343
|
|
|
39,374
|
|
|
27,231
|
|
|
22,615
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||
Number of Net New Home Orders
|
|
|
|
|
|
|
|
||||
California
|
935
|
|
|
752
|
|
|
183
|
|
|
24
|
%
|
Arizona
|
496
|
|
|
468
|
|
|
28
|
|
|
6
|
%
|
Nevada
|
305
|
|
|
275
|
|
|
30
|
|
|
11
|
%
|
Colorado
|
337
|
|
|
248
|
|
|
89
|
|
|
36
|
%
|
Washington
|
555
|
|
|
297
|
|
|
258
|
|
|
87
|
%
|
Oregon
|
700
|
|
|
735
|
|
|
(35
|
)
|
|
(5
|
)%
|
Total
|
3,328
|
|
|
2,775
|
|
|
553
|
|
|
20
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||
|
2017
|
|
2016
|
|
Amount
|
|||
Cancellation Rates
|
|
|
|
|
|
|||
California
|
18
|
%
|
|
18
|
%
|
|
—
|
%
|
Arizona
|
9
|
%
|
|
12
|
%
|
|
(3
|
)%
|
Nevada
|
18
|
%
|
|
18
|
%
|
|
—
|
%
|
Colorado
|
15
|
%
|
|
13
|
%
|
|
2
|
%
|
Washington
|
14
|
%
|
|
16
|
%
|
|
(2
|
)%
|
Oregon
|
16
|
%
|
|
17
|
%
|
|
(1
|
)%
|
Overall
|
15
|
%
|
|
16
|
%
|
|
(1
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||
Average Number of Sales Locations
|
|
|
|
|
|
|
|
||||
California
|
23
|
|
|
20
|
|
|
3
|
|
|
15
|
%
|
Arizona
|
7
|
|
|
8
|
|
|
(1
|
)
|
|
(13
|
)%
|
Nevada
|
13
|
|
|
12
|
|
|
1
|
|
|
8
|
%
|
Colorado
|
15
|
|
|
10
|
|
|
5
|
|
|
50
|
%
|
Washington
|
10
|
|
|
6
|
|
|
4
|
|
|
67
|
%
|
Oregon
|
16
|
|
|
18
|
|
|
(2
|
)
|
|
(11
|
)%
|
Total
|
84
|
|
|
74
|
|
|
10
|
|
|
14
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||
|
2017
|
|
2016
|
|
Amount
|
|
Monthly Absorption Rates
|
|
|
|
|
|
|
California
|
3.4
|
|
3.1
|
|
0.3
|
|
Arizona
|
5.9
|
|
4.9
|
|
1.0
|
|
Nevada
|
2.0
|
|
1.9
|
|
0.1
|
|
Colorado
|
1.9
|
|
2.1
|
|
(0.2)
|
|
Washington
|
4.6
|
|
4.1
|
|
0.5
|
|
Oregon
|
3.6
|
|
3.4
|
|
0.2
|
|
Overall
|
3.3
|
|
3.1
|
|
0.2
|
|
|
|
December 31,
|
|
Increase (Decrease)
|
||||||||
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||
Backlog (units)
|
|
|
|
|
|
|
|
|
||||
California
|
|
240
|
|
|
224
|
|
|
16
|
|
|
7
|
%
|
Arizona
|
|
161
|
|
|
204
|
|
|
(43
|
)
|
|
(21
|
)%
|
Nevada
|
|
86
|
|
|
59
|
|
|
27
|
|
|
46
|
%
|
Colorado
|
|
172
|
|
|
75
|
|
|
97
|
|
|
129
|
%
|
Washington
|
|
91
|
|
|
52
|
|
|
39
|
|
|
75
|
%
|
Oregon
|
|
72
|
|
|
119
|
|
|
(47
|
)
|
|
(39
|
)%
|
Total
|
|
822
|
|
|
733
|
|
|
89
|
|
|
12
|
%
|
|
|
December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|
|
|||||||||||
Backlog (dollars)
|
|
|
|
|
|
|
|
|
|||||||
California
|
|
$
|
167,938
|
|
|
$
|
182,300
|
|
|
$
|
(14,362
|
)
|
|
(8
|
)%
|
Arizona
|
|
49,656
|
|
|
59,563
|
|
|
(9,907
|
)
|
|
(17
|
)%
|
|||
Nevada
|
|
62,105
|
|
|
45,034
|
|
|
17,071
|
|
|
38
|
%
|
|||
Colorado
|
|
65,716
|
|
|
39,569
|
|
|
26,147
|
|
|
66
|
%
|
|||
Washington
|
|
55,583
|
|
|
34,789
|
|
|
20,794
|
|
|
60
|
%
|
|||
Oregon
|
|
32,014
|
|
|
49,420
|
|
|
(17,406
|
)
|
|
(35
|
)%
|
|||
Total
|
|
$
|
433,012
|
|
|
$
|
410,675
|
|
|
$
|
22,337
|
|
|
5
|
%
|
|
December 31,
|
|
Increase (Decrease)
|
||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||
Number of Homes Closed
|
|
|
|
|
|
|
|
||||
California
|
919
|
|
|
722
|
|
|
197
|
|
|
27
|
%
|
Arizona
|
539
|
|
|
473
|
|
|
66
|
|
|
14
|
%
|
Nevada
|
278
|
|
|
331
|
|
|
(53
|
)
|
|
(16
|
)%
|
Colorado
|
240
|
|
|
251
|
|
|
(11
|
)
|
|
(4
|
)%
|
Washington
|
516
|
|
|
289
|
|
|
227
|
|
|
79
|
%
|
Oregon
|
747
|
|
|
715
|
|
|
32
|
|
|
4
|
%
|
Total
|
3,239
|
|
|
2,781
|
|
|
458
|
|
|
16
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Home Sales Revenue
|
|
|
|
|
|
|
|
|||||||
California
|
$
|
682,806
|
|
|
$
|
490,352
|
|
|
$
|
192,454
|
|
|
39
|
%
|
Arizona
|
158,534
|
|
|
125,951
|
|
|
32,583
|
|
|
26
|
%
|
|||
Nevada
|
176,355
|
|
|
191,711
|
|
|
(15,356
|
)
|
|
(8
|
)%
|
|||
Colorado
|
124,456
|
|
|
128,530
|
|
|
(4,074
|
)
|
|
(3
|
)%
|
|||
Washington
|
332,302
|
|
|
154,600
|
|
|
177,702
|
|
|
115
|
%
|
|||
Oregon
|
320,621
|
|
|
311,059
|
|
|
9,562
|
|
|
3
|
%
|
|||
Total
|
$
|
1,795,074
|
|
|
$
|
1,402,203
|
|
|
$
|
392,871
|
|
|
28
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
Average Sales Price of Homes Closed
|
|
|
|
|
|
|
|
|||||||
California
|
$
|
743,000
|
|
|
$
|
679,200
|
|
|
$
|
63,800
|
|
|
9
|
%
|
Arizona
|
294,100
|
|
|
266,300
|
|
|
27,800
|
|
|
10
|
%
|
|||
Nevada
|
634,400
|
|
|
579,200
|
|
|
55,200
|
|
|
10
|
%
|
|||
Colorado
|
518,600
|
|
|
512,100
|
|
|
6,500
|
|
|
1
|
%
|
|||
Washington
|
644,000
|
|
|
534,900
|
|
|
109,100
|
|
|
20
|
%
|
|||
Oregon
|
429,200
|
|
|
435,000
|
|
|
(5,800
|
)
|
|
(1
|
)%
|
|||
Total average
|
$
|
554,200
|
|
|
$
|
504,200
|
|
|
$
|
50,000
|
|
|
10
|
%
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in thousands)
|
||||||
Home sales revenue
|
$
|
1,795,074
|
|
|
$
|
1,402,203
|
|
Cost of home sales
|
1,478,549
|
|
|
1,162,337
|
|
||
Homebuilding gross margin
|
316,525
|
|
|
239,866
|
|
||
Homebuilding gross margin percentage
|
17.6
|
%
|
|
17.1
|
%
|
||
Add: Interest in cost of sales
|
83,455
|
|
|
57,297
|
|
||
Add: Purchase accounting adjustments
|
15,771
|
|
|
23,414
|
|
||
Adjusted homebuilding gross margin
|
$
|
415,751
|
|
|
$
|
320,577
|
|
Adjusted homebuilding gross margin percentage
|
23.2
|
%
|
|
22.9
|
%
|
|
Year Ended December 31,
|
|
As a Percentage of Home Sales Revenue
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||
Sales and Marketing
|
$
|
86,226
|
|
|
$
|
72,509
|
|
|
4.8
|
%
|
|
5.2
|
%
|
General and Administrative
|
90,206
|
|
|
73,398
|
|
|
5.0
|
%
|
|
5.2
|
%
|
||
Total Sales and Marketing & General and Administrative
|
$
|
176,432
|
|
|
$
|
145,907
|
|
|
9.8
|
%
|
|
10.4
|
%
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Interest incurred
|
$
|
73,729
|
|
|
$
|
83,218
|
|
Less: Interest capitalized
|
(73,729
|
)
|
|
(83,218
|
)
|
||
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
62,679
|
|
|
$
|
79,734
|
|
|
|
December 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||
Lots Owned
|
|
|
|
|
|
|
|
|
||||
California
|
|
1,551
|
|
|
1,484
|
|
|
67
|
|
|
5
|
%
|
Arizona
|
|
4,221
|
|
|
4,932
|
|
|
(711
|
)
|
|
(14
|
)%
|
Nevada
|
|
2,981
|
|
|
3,028
|
|
|
(47
|
)
|
|
(2
|
)%
|
Colorado
|
|
1,276
|
|
|
1,475
|
|
|
(199
|
)
|
|
(13
|
)%
|
Washington
|
|
1,334
|
|
|
1,367
|
|
|
(33
|
)
|
|
(2
|
)%
|
Oregon
|
|
1,893
|
|
|
1,340
|
|
|
553
|
|
|
41
|
%
|
Total
|
|
13,256
|
|
|
13,626
|
|
|
(370
|
)
|
|
(3
|
)%
|
Lots Controlled (1)
|
|
|
|
|
|
|
|
|
||||
California
|
|
1,051
|
|
|
971
|
|
|
80
|
|
|
8
|
%
|
Arizona
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Nevada
|
|
17
|
|
|
43
|
|
|
(26
|
)
|
|
(60
|
)%
|
Colorado
|
|
769
|
|
|
86
|
|
|
683
|
|
|
794
|
%
|
Washington
|
|
849
|
|
|
1,036
|
|
|
(187
|
)
|
|
(18
|
)%
|
Oregon
|
|
1,494
|
|
|
2,096
|
|
|
(602
|
)
|
|
(29
|
)%
|
Total
|
|
4,180
|
|
|
4,232
|
|
|
(52
|
)
|
|
(1
|
)%
|
Total Lots Owned and Controlled
|
|
17,436
|
|
|
17,858
|
|
|
(422
|
)
|
|
(2
|
)%
|
(1)
|
Lots controlled may be purchased by the Company as consolidated projects or may be purchased by newly formed joint ventures.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Number of Net New Home Orders
|
|
|
|
|
|
|
|
||||
California
|
752
|
|
|
669
|
|
|
83
|
|
|
12
|
%
|
Arizona
|
468
|
|
|
414
|
|
|
54
|
|
|
13
|
%
|
Nevada
|
275
|
|
|
272
|
|
|
3
|
|
|
1
|
%
|
Colorado
|
248
|
|
|
224
|
|
|
24
|
|
|
11
|
%
|
Washington
|
297
|
|
|
416
|
|
|
(119
|
)
|
|
(29
|
)%
|
Oregon
|
735
|
|
|
580
|
|
|
155
|
|
|
27
|
%
|
Total
|
2,775
|
|
|
2,575
|
|
|
200
|
|
|
8
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||
|
2016
|
|
2015
|
|
Amount
|
|||
Cancellation Rates
|
|
|
|
|
|
|||
California
|
18
|
%
|
|
22
|
%
|
|
(4
|
)%
|
Arizona
|
12
|
%
|
|
14
|
%
|
|
(2
|
)%
|
Nevada
|
18
|
%
|
|
20
|
%
|
|
(2
|
)%
|
Colorado
|
13
|
%
|
|
19
|
%
|
|
(6
|
)%
|
Washington
|
16
|
%
|
|
20
|
%
|
|
(4
|
)%
|
Oregon
|
17
|
%
|
|
21
|
%
|
|
(4
|
)%
|
Overall
|
16
|
%
|
|
20
|
%
|
|
(4
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Average Number of Sales Locations
|
|
|
|
|
|
|
|
||||
California
|
20
|
|
|
18
|
|
|
2
|
|
|
11
|
%
|
Arizona
|
8
|
|
|
7
|
|
|
1
|
|
|
14
|
%
|
Nevada
|
12
|
|
|
11
|
|
|
1
|
|
|
9
|
%
|
Colorado
|
10
|
|
|
13
|
|
|
(3
|
)
|
|
(23
|
)%
|
Washington
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
%
|
Oregon
|
18
|
|
|
13
|
|
|
5
|
|
|
38
|
%
|
Total
|
74
|
|
|
68
|
|
|
6
|
|
|
9
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||
|
2016
|
|
2015
|
|
Amount
|
|
Monthly Absorption Rates
|
|
|
|
|
|
|
California
|
3.1
|
|
3.1
|
|
—
|
|
Arizona
|
4.9
|
|
4.9
|
|
—
|
|
Nevada
|
1.9
|
|
2.1
|
|
(0.2
|
)
|
Colorado
|
2.1
|
|
1.4
|
|
0.7
|
|
Washington
|
4.1
|
|
5.8
|
|
(1.7)
|
|
Oregon
|
3.4
|
|
3.7
|
|
(0.3)
|
|
Overall
|
3.1
|
|
3.2
|
|
(0.1
|
)
|
|
|
December 31,
|
|
Increase (Decrease)
|
||||||||
|
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Backlog (units)
|
|
|
|
|
|
|
|
|
||||
California
|
|
224
|
|
|
194
|
|
|
30
|
|
|
15
|
%
|
Arizona
|
|
204
|
|
|
209
|
|
|
(5
|
)
|
|
(2
|
)%
|
Nevada
|
|
59
|
|
|
115
|
|
|
(56
|
)
|
|
(49
|
)%
|
Colorado
|
|
75
|
|
|
78
|
|
|
(3
|
)
|
|
(4
|
)%
|
Washington
|
|
52
|
|
|
44
|
|
|
8
|
|
|
18
|
%
|
Oregon
|
|
119
|
|
|
99
|
|
|
20
|
|
|
20
|
%
|
Total
|
|
733
|
|
|
739
|
|
|
(6
|
)
|
|
(1
|
)%
|
|
|
December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
(dollars in thousands)
|
|
|
|||||||||
Backlog (dollars)
|
|
|
|
|
|
|
|
|
|||||||
California
|
|
$
|
182,300
|
|
|
$
|
152,673
|
|
|
$
|
29,627
|
|
|
19
|
%
|
Arizona
|
|
59,563
|
|
|
53,527
|
|
|
6,036
|
|
|
11
|
%
|
|||
Nevada
|
|
45,034
|
|
|
77,151
|
|
|
(32,117
|
)
|
|
(42
|
)%
|
|||
Colorado
|
|
39,569
|
|
|
40,952
|
|
|
(1,383
|
)
|
|
(3
|
)%
|
|||
Washington
|
|
34,789
|
|
|
24,414
|
|
|
10,375
|
|
|
42
|
%
|
|||
Oregon
|
|
49,420
|
|
|
43,053
|
|
|
6,367
|
|
|
15
|
%
|
|||
Total
|
|
$
|
410,675
|
|
|
$
|
391,770
|
|
|
$
|
18,905
|
|
|
5
|
%
|
|
December 31,
|
|
Increase (Decrease)
|
||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Number of Homes Closed
|
|
|
|
|
|
|
|
||||
California
|
722
|
|
|
633
|
|
|
89
|
|
|
14
|
%
|
Arizona
|
473
|
|
|
252
|
|
|
221
|
|
|
88
|
%
|
Nevada
|
331
|
|
|
230
|
|
|
101
|
|
|
44
|
%
|
Colorado
|
251
|
|
|
230
|
|
|
21
|
|
|
9
|
%
|
Washington
|
289
|
|
|
434
|
|
|
(145
|
)
|
|
(33
|
)%
|
Oregon
|
715
|
|
|
535
|
|
|
180
|
|
|
34
|
%
|
Total
|
2,781
|
|
|
2,314
|
|
|
467
|
|
|
20
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Home Sales Revenue
|
|
|
|
|
|
|
|
|||||||
California
|
$
|
490,352
|
|
|
$
|
379,310
|
|
|
$
|
111,042
|
|
|
29
|
%
|
Arizona
|
125,951
|
|
|
67,010
|
|
|
58,941
|
|
|
88
|
%
|
|||
Nevada
|
191,711
|
|
|
130,845
|
|
|
60,866
|
|
|
47
|
%
|
|||
Colorado
|
128,530
|
|
|
107,014
|
|
|
21,516
|
|
|
20
|
%
|
|||
Washington
|
154,600
|
|
|
181,258
|
|
|
(26,658
|
)
|
|
(15
|
)%
|
|||
Oregon
|
311,059
|
|
|
213,491
|
|
|
97,568
|
|
|
46
|
%
|
|||
Total
|
$
|
1,402,203
|
|
|
$
|
1,078,928
|
|
|
$
|
323,275
|
|
|
30
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Average Sales Price of Homes Closed
|
|
|
|
|
|
|
|
|||||||
California
|
$
|
679,200
|
|
|
$
|
599,200
|
|
|
$
|
80,000
|
|
|
13
|
%
|
Arizona
|
266,300
|
|
|
265,900
|
|
|
400
|
|
|
—
|
%
|
|||
Nevada
|
579,200
|
|
|
568,900
|
|
|
10,300
|
|
|
2
|
%
|
|||
Colorado
|
512,100
|
|
|
465,300
|
|
|
46,800
|
|
|
10
|
%
|
|||
Washington
|
534,900
|
|
|
417,600
|
|
|
117,300
|
|
|
28
|
%
|
|||
Oregon
|
435,000
|
|
|
399,000
|
|
|
36,000
|
|
|
9
|
%
|
|||
Total average
|
$
|
504,200
|
|
|
$
|
466,300
|
|
|
$
|
37,900
|
|
|
8
|
%
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(dollars in thousands)
|
||||||
Home sales revenue
|
$
|
1,402,203
|
|
|
$
|
1,078,928
|
|
Cost of home sales
|
1,162,337
|
|
|
878,995
|
|
||
Homebuilding gross margin
|
239,866
|
|
|
199,933
|
|
||
Homebuilding gross margin percentage
|
17.1
|
%
|
|
18.5
|
%
|
||
Add: Interest in cost of sales
|
57,297
|
|
|
38,416
|
|
||
Add: Purchase accounting adjustments
|
23,414
|
|
|
28,919
|
|
||
Adjusted homebuilding gross margin
|
$
|
320,577
|
|
|
$
|
267,268
|
|
Adjusted homebuilding gross margin percentage
|
22.9
|
%
|
|
24.8
|
%
|
|
Year Ended December 31,
|
|
As a Percentage of Home Sales Revenue
|
||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||
Sales and Marketing
|
$
|
72,509
|
|
|
$
|
61,539
|
|
|
5.2
|
%
|
|
5.7
|
%
|
General and Administrative
|
73,398
|
|
|
59,161
|
|
|
5.2
|
%
|
|
5.5
|
%
|
||
Total Sales and Marketing & General and Administrative
|
$
|
145,907
|
|
|
$
|
120,700
|
|
|
10.4
|
%
|
|
11.2
|
%
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Interest incurred
|
$
|
83,218
|
|
|
$
|
76,221
|
|
Less: Interest capitalized
|
(83,218
|
)
|
|
(76,221
|
)
|
||
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
79,734
|
|
|
$
|
72,254
|
|
|
|
December 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||
Lots Owned
|
|
|
|
|
|
|
|
|
||||
California
|
|
1,484
|
|
|
2,200
|
|
|
(716
|
)
|
|
(33
|
)%
|
Arizona
|
|
4,932
|
|
|
5,204
|
|
|
(272
|
)
|
|
(5
|
)%
|
Nevada
|
|
3,028
|
|
|
2,888
|
|
|
140
|
|
|
5
|
%
|
Colorado
|
|
1,475
|
|
|
798
|
|
|
677
|
|
|
85
|
%
|
Washington
|
|
1,367
|
|
|
1,144
|
|
|
223
|
|
|
19
|
%
|
Oregon
|
|
1,340
|
|
|
1,245
|
|
|
95
|
|
|
8
|
%
|
Total
|
|
13,626
|
|
|
13,479
|
|
|
147
|
|
|
1
|
%
|
Lots Controlled (1)
|
|
|
|
|
|
|
|
|
||||
California
|
|
971
|
|
|
601
|
|
|
370
|
|
|
62
|
%
|
Arizona
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Nevada
|
|
43
|
|
|
554
|
|
|
(511
|
)
|
|
(92
|
)%
|
Colorado
|
|
86
|
|
|
134
|
|
|
(48
|
)
|
|
(36
|
)%
|
Washington
|
|
1,036
|
|
|
871
|
|
|
165
|
|
|
19
|
%
|
Oregon
|
|
2,096
|
|
|
1,775
|
|
|
321
|
|
|
18
|
%
|
Total
|
|
4,232
|
|
|
3,935
|
|
|
297
|
|
|
8
|
%
|
Total Lots Owned and Controlled
|
|
17,858
|
|
|
17,414
|
|
|
444
|
|
|
3
|
%
|
(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”).
|
|
|
Covenant Requirements at
|
|
Actual at
|
||||
Financial Covenant
|
|
December 31, 2017
|
|
December 31, 2017
|
||||
Minimum Tangible Net Worth
|
|
$
|
536.5
|
million
|
|
$
|
800.7
|
million
|
Maximum Leverage Ratio
|
|
60.0
|
%
|
|
51.7
|
%
|
||
Interest Coverage Ratio;
or
(1)
|
|
1.50x
|
|
|
3.31x
|
|
||
Minimum Liquidity (1)
|
|
$
|
73.7
|
million
|
|
$
|
344.9
|
million
|
Issuance Date
|
|
Facility Size
|
|
Outstanding
|
|
Maturity
|
|
Current Rate
|
|
|||||
March, 2016
|
|
$
|
33.4
|
|
|
$
|
13.8
|
|
(4)
|
September, 2018
|
|
4.47
|
%
|
(1)
|
January, 2016
|
|
35.0
|
|
|
28.9
|
|
|
February, 2019
|
|
4.82
|
%
|
(2)
|
||
November, 2015
|
|
42.5
|
|
|
15.7
|
|
(4)
|
May, 2018
|
|
5.50
|
%
|
(1)
|
||
November, 2014
|
|
7.0
|
|
|
2.1
|
|
(4)
|
February, 2018
|
|
5.00
|
%
|
(3)
|
||
March, 2014
|
|
26.0
|
|
|
—
|
|
(6)
|
April, 2018
|
|
4.53
|
%
|
(1)
|
||
July, 2017
|
|
66.2
|
|
|
33.4
|
|
|
February, 2021
|
|
4.51
|
%
|
(5)
|
||
|
|
$
|
210.1
|
|
|
$
|
93.9
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(dollars in thousands)
|
||||||
Notes payable and Senior Notes
|
|
$
|
1,030,184
|
|
|
$
|
1,080,650
|
|
Total equity
|
|
860,630
|
|
|
763,429
|
|
||
Total capital
|
|
$
|
1,890,814
|
|
|
$
|
1,844,079
|
|
Ratio of debt to total capital
|
|
54.5
|
%
|
|
58.6
|
%
|
||
Notes payable and Senior Notes
|
|
$
|
1,030,184
|
|
|
$
|
1,080,650
|
|
Less: Cash and cash equivalents
|
|
(182,710
|
)
|
|
(42,612
|
)
|
||
Net debt
|
|
847,474
|
|
|
1,038,038
|
|
||
Total equity
|
|
860,630
|
|
|
763,429
|
|
||
Total capital (net of cash)
|
|
$
|
1,708,104
|
|
|
$
|
1,801,467
|
|
Ratio of net debt to total capital (net of cash)
|
|
49.6
|
%
|
|
57.6
|
%
|
•
|
Net cash provided by operating activities was
$167.5 million
in the
2017
period compared to net cash provided by operating activities of
$21.7 million
in the
2016
period. The change was primarily a result of (i) a decrease in real estate inventories-owned of
$52.9 million
in the
2017
period compared to spending of
$69.6 million
in the
2016
period, (ii) a decrease in deferred tax assets of
$27.8 million
in the
2017
period compared to
$4.0 million
in the
2016
period, driven by the new tax reform legislation signed into effect in December 2017, which resulted in a one-time charge to our deferred tax asset, and (iii) an increase in accrued expenses of
$17.2 million
in the
2017
period
|
•
|
Net cash used in investing activities was
$4.3 million
in the
2017
period compared to net cash provided by investing activities of
$5.2 million
in the
2016
period, primarily driven by (i) proceeds from repayment of notes receivable of
$6.2 million
in the
2016
period for which there was no corresponding amount in the
2017
period, and (ii) purchases of property and equipment of
$4.3 million
in the
2017
period compared to
$1.0 million
in the
2016
period.
|
•
|
Net cash used in financing activities was
$23.1 million
in the
2017
period compared to net cash used in financing activities of
$34.5 million
in the
2016
period. The change was primarily the result of (i) proceeds from the issuance of the 5.875% Senior Notes for
$446.5 million
million in the
2017
period for which there is no comparable amount in the
2016
period, (ii) proceeds from issuance of Class B shares of
$29.9 million
in the
2017
period for which there is no comparable amount in the
2016
period, and (iii) net payments of $29.0 million against the revolving line of credit in the 2017 period, versus net payments of $36.0 million in the 2016 period, partially offset by (iv) principal payments for the 8.5% Senior Notes for
$425.0 million
in the 2017 period, in addition to its redemption premium for
$19.6 million
, for which there is no comparable amount in the 2016 period, (v) net noncontrolling interest contributions of $4.2 million in the 2017 period versus net contributions of $18.7 million in the 2016 period, and (vi) payment of deferred loan costs of
$9.9 million
in the 2017 period compared to
$1.1 million
in the 2016 period.
|
•
|
Net cash provided by operating activities was $21.7 million in the 2016 period compared to net cash used in operating activities of $172.9 million in the 2015 period. The change was primarily a result of (i) a net decrease in spending on real estate inventories-owned of $69.6 million in the 2016 period compared to spending of $264.9 million in the 2015 period, and (ii) an increase in accrued expenses of $9.5 million in the 2016 period compared to a decrease of $15.0 million in the 2015 period, partially offset by (iii) a decrease in accounts payable of $1.6 million in the 2016 period compared to an increase of $24.1 million in the 2015 period due to timing of payments, and (iv) a decrease in receivables of $0.9 million in the 2016 period compared to an increase of $6.7 million in the 2015 period due to the timing of payments received.
|
•
|
Net cash provided by investing activities was $5.2 million in the 2016 period compared to net cash used in investing activities of $5.8 million in the 2015 period, primarily driven by (i) an increase in proceeds from repayment of notes receivable of $6.2 million in the 2016 period for which there was no corresponding amount in the 2015 period, (ii) investment in unconsolidated joint ventures of $1.0 million in the 2015 period for which there was no corresponding amount in the 2016 period, and (iii) decreases in purchases of property and equipment of $1.0 million in the 2016 period, compared to $4.8 million in the 2015 period.
|
•
|
Net cash used in financing activities was $34.5 million in the 2016 period compared to net cash provided by financing activities of $176.1 million in the 2015 period. The change was primarily the result of (i) proceeds from issuance of 7% Senior notes of $51.0 million in the 2015 period for which there is no corresponding amount in the 2016 period, (ii) net payments of $36.0 million against the revolving line of credit in the 2016 period compared to net borrowings of $65.0 million in the 2015 period, and (iii) net payments of notes payable of $8.1 million in the 2016 period compared to net borrowings of $61.4 million in the 2015 period, partially offset by (iv) net noncontrolling interest contributions of $18.7 million in the 2016 period compared to $9.2 million in the 2015 period.
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total(1)
|
|
Less than
1 year
(2018)
|
|
1-3 years
(2019-2020)
|
|
3-5 years
(2021-2022)
|
|
More than
5 years
|
||||||||||
Notes Payable
|
|
$
|
94,515
|
|
|
$
|
32,213
|
|
|
$
|
28,866
|
|
|
$
|
33,436
|
|
|
$
|
—
|
|
Notes Payable interest
|
|
7,025
|
|
|
3,767
|
|
|
3,132
|
|
|
126
|
|
|
—
|
|
|||||
Senior Notes
|
|
950,000
|
|
|
—
|
|
|
150,000
|
|
|
350,000
|
|
|
450,000
|
|
|||||
Senior Notes interest
|
|
313,761
|
|
|
59,563
|
|
|
104,391
|
|
|
94,729
|
|
|
55,078
|
|
|||||
Operating leases
|
|
17,802
|
|
|
6,998
|
|
|
6,624
|
|
|
3,740
|
|
|
440
|
|
|||||
Surety bonds
|
|
234,012
|
|
|
216,759
|
|
|
17,248
|
|
|
5
|
|
|
—
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Land purchases and option commitments (2)
|
|
539,254
|
|
|
249,660
|
|
|
248,326
|
|
|
41,268
|
|
|
—
|
|
|||||
Project commitments (3)
|
|
355,524
|
|
|
248,867
|
|
|
106,657
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,511,893
|
|
|
$
|
817,827
|
|
|
$
|
665,244
|
|
|
$
|
523,304
|
|
|
$
|
505,518
|
|
(1)
|
The summary of contractual obligations above includes interest on all interest-bearing obligations. Interest on all fixed rate interest-bearing obligations is based on the stated rate and is calculated to the stated maturity date. Interest on all variable rate interest bearing obligations is based on the rates effective as of
December 31, 2017
and is calculated to the stated maturity date.
|
(2)
|
Represents the Company’s obligations in land purchases, lot option agreements and land banking arrangements. If the Company does not purchase the land under contract, it will forfeit its non-refundable deposit related to the land. Further, reflects the full contractual amount and there may be existing deposits that net against such amount, and the actual amount may change if the Company decides to acquire the land through a joint venture or land bank arrangement, if at all.
|
(3)
|
Represents the Company’s homebuilding project purchase commitments for developing and building homes in the ordinary course of business.
|
•
|
historical subdivision results, and actual operating profit, base selling prices and home sales incentives;
|
•
|
forecasted operating profit for homes in backlog;
|
•
|
the intensity of competition within a market or sub-market, including publicly available home sales prices and home sales incentives offered by our competitors;
|
•
|
increased levels of home foreclosures;
|
•
|
the current sales pace for active subdivisions;
|
•
|
subdivision specific attributes, such as location, availability of lots in the sub-market, desirability and uniqueness of subdivision location and the size and style of homes currently being offered;
|
•
|
changes by management in the sales strategy of a given subdivision; and
|
•
|
current local market economic and demographic conditions and related trends and forecasts.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Year ended December 31,
|
|
|
|
|
|
Fair Value at
December 31,
2017
|
||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Fixed rate debt
|
$
|
589
|
|
|
$
|
150,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
450,000
|
|
|
$
|
950,589
|
|
|
$
|
973,339
|
|
Interest rate
|
7.00
|
%
|
|
5.75
|
%
|
|
—
|
|
|
—
|
|
|
7.00
|
%
|
|
5.875
|
%
|
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
Purchase and Sale Agreement, dated as of June 22, 2014, by and among PNW Home Builders, L.L.C., PNW Home Builders North, L.L.C., PNW Home Builders South, L.L.C., Crescent Ventures, L.L.C. and William Lyon Homes, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 23, 2014).
|
|
|
|
|
|
|
|
Third Amended and Restated Certificate of Incorporation of William Lyon Homes (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
|
|
Amended and Restated Bylaws of William Lyon Homes (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
|
|
Amended and Restated Bylaws of William Lyon Homes (Incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed July 22, 2015)
|
|
|
|
|
|
|
|
Indenture (including form of 8.5% Senior Note due 2020), dated as of November 8, 2012, by and between William Lyon Homes, Inc., William Lyon Homes, certain of William Lyon Homes’s subsidiaries (as guarantors) and U.S. Bank National Association, as trustee (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on November 8, 2012).
|
|
|
|
|
|
|
|
Officers' certificate, dated October 24, 2013, delivered pursuant to the Indenture, and setting forth the terms of the notes (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on October 25, 2013).
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
Indenture (including form of 5.75% Senior Notes due 2019), dated March 31, 2014, among William Lyon Homes, Inc., William Lyon Homes, certain of William Lyon Homes' subsidiaries (as guarantors) and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 1, 2014).
|
|
|
|
|
|
|
|
Indenture (including form of 7.00% Senior Notes due 2022), dated August 11, 2014, among WLH PNW Finance Corp., the guarantors from time to time party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 8.5% Senior Notes due 2020 (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 5.75% Senior Notes due 2019 (incorporated by reference to Exhibit 4.4 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., William Lyon Homes, the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 7.00% Senior Notes due 2022 (incorporated by reference to Exhibit 4.5 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 7.00% Senior Notes due 2022 (incorporated by reference to Exhibit 4.6 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
Indenture, dated November 21, 2014, between William Lyon Homes and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to William Lyon Homes’ Current Report on Form 8-K filed with the SEC on November 21, 2014).
|
|
|
|
|
|
|
|
First Supplemental Indenture (including form of 5.50% Senior Subordinated Amortizing Notes due December 1, 2017), dated November 21, 2014, between William Lyon Homes and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to William Lyon Homes’ Current Report on Form 8-K filed with the SEC on November 21, 2014).
|
|
|
|
|
|
|
|
Purchase Contract Agreement (including form of unit and form of prepaid stock purchase contract), dated November 21, 2014, among William Lyon Homes, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as purchase contract agent and as attorney-in-fact for the holders from time to time as provided therein (incorporated by reference to Exhibit 4.3 to William Lyon Homes’ Current Report on Form 8-K filed with the SEC on November 21, 2014).
|
|
|
|
|
|
|
|
Officers’ Certificate, dated September 15, 2015, delivered pursuant to the Indenture dated August 11, 2014 relating to the 7.00% Senior Notes due 2022, and setting forth the terms of the Additional Notes (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed September 15, 2015)
|
|
|
|
|
|
|
|
Indenture dated January 31, 2017, among California Lyon, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed January 31, 2017)
|
|
|
|
|
|
|
|
Form of 5.875% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed January 31, 2017)
|
|
|
|
|
|
|
|
Third Supplemental Indenture, dated January 31, 2017, among California Lyon, Parent, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K filed January 31, 2017)
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
|
Form of Indemnity Agreement, between William Lyon Homes, a Delaware corporation, and the directors and officers of William Lyon Homes (incorporated by reference to William Lyon Homes’s Annual Report on Form 10-K for the year-ended December 31, 1999 (File No. 333-88569)).
|
|
|
|
|
|
|
The Presley Companies Non-Qualified Retirement Plan for Outside Directors (incorporated by reference to William Lyon Homes’s Annual Report on Form 10-K for the year-ended December 31, 2002).
|
|
|
|
|
|
|
|
Aircraft Purchase and Sale Agreement dated as of September 3, 2009, by and between Presley CMR, Inc., and Martin Aviation, Inc., or its designee (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on September 10, 2009).
|
|
|
|
|
|
|
|
Secured Promissory Note dated September 9, 2009 from Martin Aviation, Inc., a California corporation payable to William Lyon Homes, Inc., a California corporation (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on September 10, 2009).
|
|
|
|
|
|
|
|
Aircraft Mortgage and Security Agreement between Martin Aviation, Inc., a California corporation and William Lyon Homes, Inc., dated as of September 9, 2009 (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on September 10, 2009).
|
|
|
|
|
|
|
|
Form of Class A Common Stock Registration Rights Agreement, dated as of February 25, 2012, by and among William Lyon Homes and the Holders (as defined therein) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
|
|
Class B Common Stock and Warrant Purchase Agreement, dated as of February 25, 2012, by and between William Lyon Homes and the Purchaser (as defined therein) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
|
|
Warrant to Purchase Shares of Class B Common Stock of William Lyon Homes, dated as of February 25, 2012 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
|
|
Class B Common Stock Registration Rights Agreement, dated as of February 25, 2012, by and among William Lyon Homes and the Holders (as defined therein) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
|
|
Form of Convertible Preferred Stock and Class C Common Stock Registration Rights Agreement, dated as of February 25, 2012, by and among William Lyon Homes and the Holders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
10.11
†
|
|
|
Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and General William Lyon (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
10.12
†
|
|
|
Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
10.13
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
10.14
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan form of Stock Option Agreement (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.15
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan form of Restricted Stock Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
10.16
†
|
|
|
Form of Employment Agreement, dated September 1, 2012 (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
|
|
Class A Common Stock and Convertible Preferred Stock Subscription Agreement, dated October 12, 2012, by and between William Lyon Homes and WLH Recovery Acquisition LLC (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
|
|
|
Amendment of and Joinder to Class A Common Stock Registration Rights Agreement, dated October 12, 2012, by and between WLH Recovery Acquisition LLC and William Lyon Homes (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
|
|
|
Amendment of and Joinder to Convertible Preferred Stock and Class C Common Stock Registration Rights Agreement, dated October 12, 2012, by and between WLH Recovery Acquisition LLC and William Lyon Homes (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
|
10.20
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (performance-based) (incorporated by reference to William Lyon Homes’s Form S-1 Registration Statement filed April 9, 2013 (File No. 333-187819)).
|
|
|
|
|
10.21
†
|
|
|
Revised Form of Employment Agreement, dated April 1, 2013 (incorporated by reference to William Lyon Homes’s Form S-1 Registration Statement filed April 9, 2013 (File No. 333-187819)).
|
|
|
|
|
10.22
†
|
|
|
Amendment to Employment Agreement, dated March 6, 2013, by and between William Lyon Homes, Inc., and Matthew R. Zaist (incorporated by reference to William Lyon Homes’s Form S-1 Registration Statement filed April 9, 2013 (File No. 333-187819)).
|
|
|
|
|
|
|
Amendment No. 1 to Warrant to Purchase Shares of Class B Common Stock (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
|
|
Form of indemnification agreement (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
10.25
†
|
|
|
Amendment No. 1 to the William Lyon Homes 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.23(a) to the Company’s Form S-1 Registration Statement filed May 6, 2013 (File No. 333-187819)).
|
|
|
|
|
|
|
Credit Agreement among William Lyon Homes, Inc., as Borrower, William Lyon Homes, as Parent, The Lenders from time to time party thereto, and Credit Suisse AG, as Administrative Agent, dated as of August 7, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013).
|
|
|
|
|
|
10.27
†
|
|
|
Amendment No. 2 to the William Lyon Homes 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the Company’s Form S-8 Registration Statement filed August 12, 2013 (File No. 333-190571)).
|
|
|
|
Exhibit
Number
|
|
Description
|
|
10.28
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (performance-based) (incorporated by reference to Exhibit 10.42 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
10.29
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement. (incorporated by reference to Exhibit 10.43 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
10.30
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Stock Option Agreement. (incorporated by reference to Exhibit 10.44 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
10.31
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Amendment No. 1 to Stock Option Agreement (Five-Year Options) (incorporated by reference to Exhibit 10.45 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
|
|
Bridge Loan Agreement, dated as of August 12, 2014, among William Lyon Homes, Inc., as Borrower, William Lyon Homes, as Parent, the Lenders from time to time party thereto, and J.P. Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
Amendment No. 1 to Credit Agreement among William Lyon Homes, Inc., as Borrower, William Lyon Homes, as Parent, The Lenders from time to time party thereto, and Credit Suisse AG, as Administrative Agent, dated as of August 7, 2013 (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed on November 12, 2014).
|
|
|
|
|
|
10.34
†
|
|
|
Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and General William Lyon (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed December 31, 2014).
|
|
|
|
|
10.35
†
|
|
|
Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed December 31, 2014).
|
|
|
|
|
|
|
Amendment and Restatement Agreement dated as of March 27, 2015 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, each subsidiary of the Borrower party thereto, the lenders listed on Schedule 1 thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed May 8, 2015)
|
|
|
|
|
|
10.37
†
|
|
|
Employment Agreement by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon, dated as of March 31, 2015 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed April 2, 2015)
|
|
|
|
|
10.38
†
|
|
|
Employment Agreement by and among William Lyon Homes, William Lyon Homes, Inc. and Matthew R. Zaist, dated as of March 31, 2015 (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed April 2, 2015)
|
|
|
|
|
10.39
†
|
|
|
Offer Letter by and between William Lyon Homes, Inc. and William Lyon, dated as of March 31, 2015 (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed April 2, 2015)
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
Amendment No. 1 dated as of December 21, 2015 to the Amended and Restated Credit Agreement dated as of March 27, 2015 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.40 of the Company's Form 10-K filed March 11, 2016)
|
|
|
|
|
|
10.41
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (Performance Based) (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed May 9, 2016)
|
|
|
|
|
10.42
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed May 9, 2016)
|
|
|
|
|
10.43
†
|
|
|
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 24, 2016)
|
|
|
|
|
|
|
Amendment and Restatement Agreement dated as of July 1, 2016 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, each subsidiary of the Borrower party thereto, the lenders listed on Schedule 1 thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed July 7, 2016)
|
|
|
|
|
|
|
|
Amendment No. 1 dated as of January 27, 2017 to the Second Amended and Restated Credit Agreement dated as of July 1, 2016, among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.45 of the Company's Form 10-K filed March 9, 2017)
|
|
|
|
|
|
10.46
†
|
|
|
William Lyon Homes Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed with the Commission on April 12, 2017)
|
|
|
|
|
|
|
Amendment No. 2 dated as of June 16, 2017 to the Second Amended and Restated Credit Agreement dated as of July 1, 2016, among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed August 8, 2017)
|
|
|
|
|
|
|
|
Stock Purchase Agreement, dated as of December 14, 2017, by and between the Company and Lyon Shareholder 2012, LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed December 14, 2017)
|
|
|
|
|
|
10.49
+
|
|
|
New Lender Supplement dated as of November 28, 2017 to the Second Amended and Restated Credit Agreement dated as of July 1, 2016, among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent.
|
|
|
|
|
12.1
+
|
|
|
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges for the Years Ended December 31, 2017, 2016, 2015, 2014 and 2013.
|
|
|
|
|
21.1
+
|
|
|
List of Subsidiaries of the Company.
|
|
|
|
|
23.1
+
|
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
31.1
+
|
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
31.2
+
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
32.1
*
|
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
|
|
|
|
|
32.2
*
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
|
|
|
|
|
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 Linkbase 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
|
|
|
|
|
|
By:
|
/s/ Matthew R. Zaist
|
|
|
Matthew R. Zaist
|
|
|
President & Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Matthew R. Zais
t
Matthew R. Zaist
|
|
President & Chief Executive Officer, Director (Principal Executive Officer)
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Colin T. Severn
Colin T. Severn
|
|
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 22, 2018
|
|
|
|
||
/s/ William H. Lyon
William H. Lyon |
|
Executive Chairman, Chairman of the Board
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Douglas K. Ammerman
Douglas K. Ammerman
|
|
Director
|
|
February 22, 2018
|
|
|
|
||
/s/ Michael Barr
Michael Barr
|
|
Director
|
|
February 22, 2018
|
|
|
|
||
/s/ Gary H. Hunt
Gary H. Hunt
|
|
Director
|
|
February 22, 2018
|
|
|
|
||
/s/ Matthew R. Niemann
Matthew R. Niemann
|
|
Director
|
|
February 22, 2018
|
|
|
|
||
/s/ Thomas Harrison
Thomas Harrison
|
|
Director
|
|
February 22, 2018
|
|
|
|
||
/s/ Lynn Carlson Schell
Lynn Carlson Schell
|
|
Director
|
|
February 22, 2018
|
|
Page
|
Financial Statements as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015.
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
(as adjusted, refer to Note 1)
|
||||
Cash and cash equivalents — Note 1
|
$
|
182,710
|
|
|
$
|
42,612
|
|
Receivables
|
10,223
|
|
|
9,538
|
|
||
Escrow proceeds receivable
|
3,319
|
|
|
85
|
|
||
Real estate inventories - Note 5
|
1,699,850
|
|
|
1,771,998
|
|
||
Investment in unconsolidated joint ventures - Note 3
|
7,867
|
|
|
7,282
|
|
||
Goodwill — Note 6
|
66,902
|
|
|
66,902
|
|
||
Intangibles, net of accumulated amortization of $4,640 as of December 31, 2017 and 2016 — Note 7
|
6,700
|
|
|
6,700
|
|
||
Deferred income taxes — Note 11
|
47,915
|
|
|
75,751
|
|
||
Lease right-of-use assets
|
14,454
|
|
|
13,129
|
|
||
Other assets, net
|
21,164
|
|
|
17,283
|
|
||
Total assets
|
$
|
2,061,104
|
|
|
$
|
2,011,280
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
58,799
|
|
|
$
|
74,282
|
|
Accrued expenses
|
111,491
|
|
|
92,919
|
|
||
Notes payable — Note 8:
|
|
|
|
||||
Revolving credit facility
|
—
|
|
|
29,000
|
|
||
Seller financing
|
589
|
|
|
24,692
|
|
||
Joint venture notes payable
|
93,926
|
|
|
102,076
|
|
||
Subordinated amortizing notes due December 1, 2017 — Note 8
|
—
|
|
|
7,225
|
|
||
5 3/4% Senior Notes due April 15, 2019 — Note 8
|
149,362
|
|
|
148,826
|
|
||
8 1/2% Senior Notes due November 15, 2020 — Note 8
|
—
|
|
|
422,817
|
|
||
7% Senior Notes due August 15, 2022 — Note 8
|
346,740
|
|
|
346,014
|
|
||
5 7/8% Senior Notes due January 31, 2025 — Note 8
|
439,567
|
|
|
—
|
|
||
|
1,200,474
|
|
|
1,247,851
|
|
||
Commitments and contingencies — Note 15
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
William Lyon Homes stockholders’ equity — Note 13
|
|
|
|
||||
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized and no shares issued and outstanding at December 31, 2017 and 2016
|
—
|
|
|
—
|
|
||
Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 34,267,510 and 28,909,781 shares issued, 33,135,650 and 27,907,724 shares outstanding at December 31, 2017 and 2016, respectively
|
344
|
|
|
290
|
|
||
Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 4,817,394 and 3,813,884 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
48
|
|
|
38
|
|
||
Additional paid-in capital
|
454,286
|
|
|
419,099
|
|
||
Retained earnings
|
325,794
|
|
|
277,659
|
|
||
Total William Lyon Homes stockholders’ equity
|
780,472
|
|
|
697,086
|
|
||
Noncontrolling interests — Note 2
|
80,158
|
|
|
66,343
|
|
||
Total equity
|
860,630
|
|
|
763,429
|
|
||
Total liabilities and equity
|
$
|
2,061,104
|
|
|
$
|
2,011,280
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating revenue
|
|
|
|
|
|
||||||
Home sales
|
$
|
1,795,074
|
|
|
$
|
1,402,203
|
|
|
$
|
1,078,928
|
|
Construction services — Note 1
|
1,454
|
|
|
3,837
|
|
|
25,124
|
|
|||
|
1,796,528
|
|
|
1,406,040
|
|
|
1,104,052
|
|
|||
Operating costs
|
|
|
|
|
|
||||||
Cost of sales — homes
|
(1,478,549
|
)
|
|
(1,162,337
|
)
|
|
(878,995
|
)
|
|||
Construction services — Note 1
|
(1,317
|
)
|
|
(3,485
|
)
|
|
(21,181
|
)
|
|||
Sales and marketing
|
(86,226
|
)
|
|
(72,509
|
)
|
|
(61,539
|
)
|
|||
General and administrative
|
(90,206
|
)
|
|
(73,398
|
)
|
|
(59,161
|
)
|
|||
Amortization of intangible assets — Note 7
|
—
|
|
|
—
|
|
|
(957
|
)
|
|||
Other
|
(2,274
|
)
|
|
(343
|
)
|
|
(1,972
|
)
|
|||
|
(1,658,572
|
)
|
|
(1,312,072
|
)
|
|
(1,023,805
|
)
|
|||
Operating income
|
137,956
|
|
|
93,968
|
|
|
80,247
|
|
|||
Equity in income of unconsolidated joint ventures
|
3,661
|
|
|
5,606
|
|
|
3,239
|
|
|||
Other income, net
|
895
|
|
|
3,243
|
|
|
3,581
|
|
|||
Income before extinguishment of debt
|
142,512
|
|
|
102,817
|
|
|
87,067
|
|
|||
Loss on extinguishment of debt
|
(21,828
|
)
|
|
—
|
|
|
—
|
|
|||
Income before provision for income taxes
|
120,684
|
|
|
102,817
|
|
|
87,067
|
|
|||
Provision for income taxes — Note 11
|
(62,933
|
)
|
|
(34,850
|
)
|
|
(26,806
|
)
|
|||
Net income
|
57,751
|
|
|
67,967
|
|
|
60,261
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(9,616
|
)
|
|
(8,271
|
)
|
|
(2,925
|
)
|
|||
Net income available to common stockholders
|
48,135
|
|
|
59,696
|
|
|
57,336
|
|
|||
Income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.30
|
|
|
$
|
1.62
|
|
|
$
|
1.57
|
|
Diluted
|
$
|
1.24
|
|
|
$
|
1.55
|
|
|
$
|
1.48
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
37,040,137
|
|
|
36,764,799
|
|
|
36,546,227
|
|
|||
Diluted
|
38,663,667
|
|
|
38,474,900
|
|
|
38,767,556
|
|
|
William Lyon Homes Stockholders
|
|
Non-
Controlling
Interest
|
|
Total
|
|||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance — January 1, 2015
|
31,887
|
|
|
$
|
319
|
|
|
$
|
408,969
|
|
|
$
|
160,627
|
|
|
$
|
27,231
|
|
|
$
|
597,146
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
57,336
|
|
|
2,925
|
|
|
60,261
|
|
|||||
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,850
|
|
|
19,850
|
|
|||||
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,632
|
)
|
|
(10,632
|
)
|
|||||
Exercise of stock options
|
48
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||
Shares remitted to Company to satisfy employee personal income tax liabilities resulting from share based compensation plans
|
(88
|
)
|
|
(1
|
)
|
|
(1,831
|
)
|
|
—
|
|
|
—
|
|
|
(1,832
|
)
|
|||||
Stock based compensation
|
331
|
|
|
4
|
|
|
6,566
|
|
|
—
|
|
|
—
|
|
|
6,570
|
|
|||||
Balance — December 31, 2015
|
32,178
|
|
|
$
|
322
|
|
|
$
|
413,810
|
|
|
$
|
217,963
|
|
|
$
|
39,374
|
|
|
$
|
671,469
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
59,696
|
|
|
8,271
|
|
|
67,967
|
|
|||||
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,334
|
|
|
38,334
|
|
|||||
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,636
|
)
|
|
(19,636
|
)
|
|||||
Shares remitted to Company to satisfy employee personal income tax liabilities resulting from share based compensation plans
|
(82
|
)
|
|
(1
|
)
|
|
(941
|
)
|
|
—
|
|
|
—
|
|
|
(942
|
)
|
|||||
Stock based compensation
|
628
|
|
|
7
|
|
|
6,412
|
|
|
—
|
|
|
—
|
|
|
6,419
|
|
|||||
Reversal of excess income tax benefit from stock based awards
|
—
|
|
|
—
|
|
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
(182
|
)
|
|||||
Balance - December 31, 2016
|
32,724
|
|
|
$
|
328
|
|
|
$
|
419,099
|
|
|
$
|
277,659
|
|
|
$
|
66,343
|
|
|
$
|
763,429
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
48,135
|
|
|
9,616
|
|
|
57,751
|
|
|||||
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,712
|
|
|
66,712
|
|
|||||
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,513
|
)
|
|
(62,513
|
)
|
|||||
Repurchases of common stock
|
(138
|
)
|
|
(1
|
)
|
|
(3,111
|
)
|
|
—
|
|
|
—
|
|
|
(3,112
|
)
|
|||||
Shares remitted to Company to satisfy employee personal income tax liabilities resulting from share based compensation plans
|
(79
|
)
|
|
(1
|
)
|
|
(1,543
|
)
|
|
—
|
|
|
—
|
|
|
(1,544
|
)
|
|||||
Stock based compensation
|
461
|
|
|
5
|
|
|
10,057
|
|
|
—
|
|
|
—
|
|
|
10,062
|
|
|||||
Settlement of Tangible Equity Units - Note 8
|
5,113
|
|
|
51
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|||||
Issuance of Class B common stock
|
1,004
|
|
|
10
|
|
|
29,898
|
|
|
—
|
|
|
—
|
|
|
29,908
|
|
|||||
Balance - December 31, 2017
|
39,085
|
|
|
$
|
392
|
|
|
$
|
454,286
|
|
|
$
|
325,794
|
|
|
$
|
80,158
|
|
|
860,630
|
|
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
57,751
|
|
|
$
|
67,967
|
|
|
$
|
60,261
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,962
|
|
|
2,006
|
|
|
2,663
|
|
|||
Stock based compensation expense
|
10,062
|
|
|
6,419
|
|
|
6,570
|
|
|||
Equity in income of unconsolidated joint ventures
|
(3,661
|
)
|
|
(5,606
|
)
|
|
(3,239
|
)
|
|||
Distributions from unconsolidated joint ventures
|
3,085
|
|
|
3,725
|
|
|
1,075
|
|
|||
Net change in deferred income taxes
|
27,836
|
|
|
3,975
|
|
|
8,313
|
|
|||
Loss on extinguishment of debt
|
21,828
|
|
|
—
|
|
|
—
|
|
|||
Net changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
—
|
|
|
504
|
|
|
—
|
|
|||
Receivables
|
(694
|
)
|
|
(876
|
)
|
|
6,663
|
|
|||
Escrow proceeds receivable
|
(3,234
|
)
|
|
2,956
|
|
|
(126
|
)
|
|||
Real estate inventories — owned
|
52,913
|
|
|
(69,598
|
)
|
|
(264,868
|
)
|
|||
Other assets, net
|
(2,158
|
)
|
|
2,367
|
|
|
758
|
|
|||
Accounts payable
|
(15,483
|
)
|
|
(1,599
|
)
|
|
24,067
|
|
|||
Accrued expenses
|
17,247
|
|
|
9,466
|
|
|
(15,045
|
)
|
|||
Net cash provided by (used in) operating activities
|
167,454
|
|
|
21,706
|
|
|
(172,908
|
)
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Investment in and advances to unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|||
Proceeds from repayment of notes receivable
|
—
|
|
|
6,188
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(4,300
|
)
|
|
(1,029
|
)
|
|
(4,800
|
)
|
|||
Net cash (used in) provided by investing activities
|
(4,300
|
)
|
|
5,159
|
|
|
(5,800
|
)
|
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings on notes payable
|
134,061
|
|
|
139,783
|
|
|
119,663
|
|
|||
Principal payments on notes payable
|
(142,211
|
)
|
|
(147,887
|
)
|
|
(58,217
|
)
|
|||
Proceeds from issuance of 7% Senior Notes
|
—
|
|
|
—
|
|
|
51,000
|
|
|||
Redemption premium of 8.5% Senior Notes
|
(19,645
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments of 8.5% Senior Notes
|
(425,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of 5.875% Senior Notes
|
446,468
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings on revolver
|
346,121
|
|
|
258,000
|
|
|
229,000
|
|
|||
Payments on revolver
|
(375,121
|
)
|
|
(294,000
|
)
|
|
(164,000
|
)
|
|||
Principal payments on subordinated amortizing notes
|
(7,225
|
)
|
|
(6,841
|
)
|
|
(6,651
|
)
|
|||
Proceeds from stock options exercised
|
—
|
|
|
—
|
|
|
106
|
|
|||
Proceeds from issuance of Class B Shares
|
29,908
|
|
|
—
|
|
|
—
|
|
|||
Costs related to settlement of TEUs
|
(63
|
)
|
|
—
|
|
|
—
|
|
|||
Shares remitted to, or withheld by the Company for employee tax withholding
|
(1,544
|
)
|
|
(942
|
)
|
|
(1,832
|
)
|
|||
Payments to repurchase common stock
|
(3,112
|
)
|
|
—
|
|
|
—
|
|
|||
Excess income tax benefit from stock based awards
|
—
|
|
|
(182
|
)
|
|
—
|
|
|||
Payment of deferred loan costs
|
(9,892
|
)
|
|
(1,085
|
)
|
|
(2,147
|
)
|
|||
Cash contributions from members of consolidated entities
|
66,712
|
|
|
38,334
|
|
|
19,850
|
|
|||
Cash distributions to members of consolidated entities
|
(62,513
|
)
|
|
(19,636
|
)
|
|
(10,632
|
)
|
|||
Net cash (used in) provided by financing activities
|
(23,056
|
)
|
|
(34,456
|
)
|
|
176,140
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
140,098
|
|
|
(7,591
|
)
|
|
(2,568
|
)
|
|||
Cash and cash equivalents — beginning of period
|
42,612
|
|
|
50,203
|
|
|
52,771
|
|
|||
Cash and cash equivalents — end of period
|
$
|
182,710
|
|
|
$
|
42,612
|
|
|
$
|
50,203
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Cash paid for taxes
|
$
|
35,761
|
|
|
$
|
16,540
|
|
|
$
|
24,955
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
5,925
|
|
|
$
|
1,353
|
|
|
$
|
3,600
|
|
Notes payable issued in conjunction with land acquisitions
|
$
|
—
|
|
|
$
|
24,692
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|||||||
Warranty liability, beginning of period
|
$
|
14,173
|
|
|
$
|
18,117
|
|
|
$
|
18,155
|
|
|
Warranty provision during period
|
9,822
|
|
|
8,237
|
|
|
7,423
|
|
||||
Warranty payments, net of insurance recoveries during period
|
(10,497
|
)
|
|
(12,334
|
)
|
|
(8,555
|
)
|
||||
Warranty charges related to construction services projects
|
145
|
|
|
153
|
|
|
1,094
|
|
||||
Warranty liability, end of period
|
$
|
13,643
|
|
|
$
|
14,173
|
|
|
$
|
18,117
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
||||||||||
Interest incurred
|
$
|
73,729
|
|
|
$
|
83,218
|
|
|
$
|
76,221
|
|
Less: Interest capitalized
|
(73,729
|
)
|
|
(83,218
|
)
|
|
(76,221
|
)
|
|||
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
62,679
|
|
|
$
|
79,734
|
|
|
$
|
72,254
|
|
|
December 31,
2016 |
|
Lease adoption adjustments
|
|
December 31,
2016 |
|||||
|
|
|
|
|
(as adjusted)
|
|||||
Lease right-of-use assets
|
—
|
|
|
$
|
13,129
|
|
|
$
|
13,129
|
|
Total assets
|
1,998,151
|
|
|
13,129
|
|
|
2,011,280
|
|
||
|
|
|
|
|
|
|||||
Accrued expenses
|
79,790
|
|
|
13,129
|
|
|
92,919
|
|
||
Total liabilities and equity
|
1,998,151
|
|
|
13,129
|
|
|
2,011,280
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Revenues
|
$
|
20,003
|
|
|
$
|
21,156
|
|
|
$
|
12,314
|
|
Cost of sales
|
(11,913
|
)
|
|
(10,407
|
)
|
|
(5,842
|
)
|
|||
Income of unconsolidated joint ventures
|
$
|
8,090
|
|
|
$
|
10,749
|
|
|
$
|
6,472
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||||
|
Cash
|
|
$
|
12,802
|
|
|
$
|
10,208
|
|
|
|
Loans held for sale
|
|
17,106
|
|
|
18,791
|
|
|||
|
Accounts receivable
|
|
2,791
|
|
|
764
|
|
|||
|
Other assets
|
|
128
|
|
|
56
|
|
|||
|
|
Total Assets
|
|
$
|
32,827
|
|
|
$
|
29,819
|
|
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||||
|
Accounts payable
|
|
$
|
779
|
|
|
$
|
694
|
|
|
|
Accrued expenses
|
|
1,532
|
|
|
1,026
|
|
|||
|
Credit lines payable
|
|
18,312
|
|
|
17,748
|
|
|||
|
Other liabilities
|
|
31
|
|
|
17
|
|
|||
|
Members equity
|
|
12,173
|
|
|
10,334
|
|
|||
|
|
Total Liabilities and Equity
|
|
$
|
32,827
|
|
|
$
|
29,819
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|||||||||||
Operating revenue:
|
|
|
|
|
|
||||||
California
(1)
|
$
|
682,896
|
|
|
$
|
494,189
|
|
|
$
|
401,934
|
|
Arizona
|
158,534
|
|
|
125,951
|
|
|
69,510
|
|
|||
Nevada
|
176,354
|
|
|
191,711
|
|
|
130,845
|
|
|||
Colorado
|
124,456
|
|
|
128,530
|
|
|
107,014
|
|
|||
Washington
|
333,667
|
|
|
154,600
|
|
|
181,258
|
|
|||
Oregon
|
320,621
|
|
|
311,059
|
|
|
213,491
|
|
|||
Total operating revenue
|
$
|
1,796,528
|
|
|
$
|
1,406,040
|
|
|
$
|
1,104,052
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|||||||||||
Income before provision from income taxes:
|
|
|
|
|
|
||||||
California
|
$
|
88,422
|
|
|
$
|
47,692
|
|
|
$
|
46,752
|
|
Arizona
|
14,832
|
|
|
12,004
|
|
|
5,743
|
|
|||
Nevada
|
15,672
|
|
|
19,182
|
|
|
13,022
|
|
|||
Colorado
|
7,156
|
|
|
6,978
|
|
|
3,291
|
|
|||
Washington
|
30,008
|
|
|
9,528
|
|
|
18,652
|
|
|||
Oregon
|
35,862
|
|
|
41,617
|
|
|
24,787
|
|
|||
Corporate
|
(49,440
|
)
|
|
(34,184
|
)
|
|
(25,180
|
)
|
|||
Income before extinguishment of debt
|
$
|
142,512
|
|
|
$
|
102,817
|
|
|
$
|
87,067
|
|
Corporate - Loss on extinguishment of debt
|
(21,828
|
)
|
|
—
|
|
|
—
|
|
|||
Income before provision for income taxes
|
$
|
120,684
|
|
|
$
|
102,817
|
|
|
$
|
87,067
|
|
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Total assets:
|
|
|
|
||||
California
|
$
|
631,649
|
|
|
$
|
716,955
|
|
Arizona
|
170,634
|
|
|
191,581
|
|
||
Nevada
|
211,202
|
|
|
189,248
|
|
||
Colorado
|
149,183
|
|
|
124,580
|
|
||
Washington
|
286,442
|
|
|
343,973
|
|
||
Oregon
|
288,981
|
|
|
238,766
|
|
||
Corporate (1)
|
323,013
|
|
|
206,177
|
|
||
Total assets
|
$
|
2,061,104
|
|
|
$
|
2,011,280
|
|
(1)
|
Comprised primarily of cash and cash equivalents, receivables, deferred income taxes, and other assets.
|
|
December 31,
|
||||||
2017
|
|
2016
|
|||||
Real estate inventories:
|
|
|
|
||||
Land deposits
|
$
|
51,833
|
|
|
$
|
50,429
|
|
Land and land under development
|
904,410
|
|
|
1,069,001
|
|
||
Homes completed and under construction
|
646,198
|
|
|
545,310
|
|
||
Model homes
|
97,409
|
|
|
107,258
|
|
||
Total
|
$
|
1,699,850
|
|
|
$
|
1,771,998
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying
Amount
|
||||||||||||
Brand Name - Polygon Northwest Homes
|
$
|
6,700
|
|
|
$
|
—
|
|
|
$
|
6,700
|
|
|
$
|
6,700
|
|
|
$
|
—
|
|
|
$
|
6,700
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Notes payable:
|
|
|
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
29,000
|
|
Seller financing
|
589
|
|
|
24,692
|
|
||
Joint venture notes payable
|
93,926
|
|
|
102,076
|
|
||
Total notes payable
|
$
|
94,515
|
|
|
$
|
155,768
|
|
|
|
|
|
||||
Subordinated amortizing notes
|
—
|
|
|
7,225
|
|
||
|
|
|
|
||||
Senior notes
|
|
|
|
||||
5
3
/
4
% Senior Notes due April 15, 2019
|
$
|
149,362
|
|
|
$
|
148,826
|
|
8
1
/
2
% Senior Notes due November 15, 2020
|
—
|
|
|
422,817
|
|
||
7% Senior Notes due August 15, 2022
|
346,740
|
|
|
346,014
|
|
||
5
7
/
8
% Senior Notes due January 31, 2025
|
439,567
|
|
|
—
|
|
||
|
|
|
|
||||
Total Debt
|
$
|
1,030,184
|
|
|
$
|
1,080,650
|
|
Issuance Date
|
|
Facility Size
|
|
Outstanding
|
|
Maturity
|
|
Current Rate
|
|
|||||
March, 2016
|
|
$
|
33.4
|
|
|
$
|
13.8
|
|
(4)
|
September, 2018
|
|
4.47
|
%
|
(1)
|
January, 2016
|
|
35.0
|
|
|
28.9
|
|
|
February, 2019
|
|
4.82
|
%
|
(2)
|
||
November, 2015
|
|
42.5
|
|
|
15.7
|
|
(4)
|
May, 2018
|
|
5.50
|
%
|
(1)
|
||
November, 2014
|
|
7.0
|
|
|
2.1
|
|
(4)
|
February, 2018
|
|
5.00
|
%
|
(3)
|
||
March, 2014
|
|
26.0
|
|
|
—
|
|
(6)
|
April, 2018
|
|
4.53
|
%
|
(1)
|
||
July, 2017
|
|
66.2
|
|
|
33.4
|
|
|
February, 2021
|
|
4.51
|
%
|
(5)
|
||
|
|
$
|
210.1
|
|
|
$
|
93.9
|
|
|
|
|
|
|
•
|
a prepaid stock purchase contract (a “purchase contract”); and
|
•
|
a senior subordinated amortizing note (an “amortizing note”).
|
Year
|
Percentage
|
|
April 15, 2016
|
104.313
|
%
|
October 15, 2016
|
102.875
|
%
|
April 15, 2017
|
101.438
|
%
|
April 15, 2018 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
August 15, 2017
|
103.500
|
%
|
August 15, 2018
|
101.750
|
%
|
August 15, 2019 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
January 31, 2020
|
102.938
|
%
|
January 31, 2021
|
101.469
|
%
|
January 31, 2022
|
100.734
|
%
|
January 31, 2023 and thereafter
|
100.000
|
%
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
171,434
|
|
|
$
|
156
|
|
|
$
|
11,120
|
|
|
$
|
—
|
|
|
$
|
182,710
|
|
Receivables
|
—
|
|
|
4,647
|
|
|
2,252
|
|
|
3,324
|
|
|
—
|
|
|
10,223
|
|
||||||
Escrow proceeds receivable
|
—
|
|
|
1,594
|
|
|
1,725
|
|
|
—
|
|
|
—
|
|
|
3,319
|
|
||||||
Real estate inventories
|
—
|
|
|
831,007
|
|
|
630,384
|
|
|
238,459
|
|
|
—
|
|
|
1,699,850
|
|
||||||
Investment in unconsolidated joint ventures
|
—
|
|
|
7,717
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
7,867
|
|
||||||
Goodwill
|
—
|
|
|
14,209
|
|
|
52,693
|
|
|
—
|
|
|
—
|
|
|
66,902
|
|
||||||
Intangibles, net
|
—
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
||||||
Deferred income taxes, net
|
—
|
|
|
47,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,915
|
|
||||||
Lease right-of-use assets
|
—
|
|
|
14,454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,454
|
|
||||||
Other assets, net
|
—
|
|
|
18,167
|
|
|
2,504
|
|
|
493
|
|
|
—
|
|
|
21,164
|
|
||||||
Investments in subsidiaries
|
780,472
|
|
|
(16,544
|
)
|
|
(494,201
|
)
|
|
—
|
|
|
(269,727
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
269,831
|
|
|
—
|
|
|
(269,831
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
780,472
|
|
|
$
|
1,094,600
|
|
|
$
|
472,194
|
|
|
$
|
253,396
|
|
|
$
|
(539,558
|
)
|
|
$
|
2,061,104
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
40,075
|
|
|
$
|
13,007
|
|
|
$
|
5,717
|
|
|
$
|
—
|
|
|
$
|
58,799
|
|
Accrued expenses
|
—
|
|
|
108,407
|
|
|
2,988
|
|
|
96
|
|
|
—
|
|
|
111,491
|
|
||||||
Notes payable
|
—
|
|
|
589
|
|
|
—
|
|
|
93,926
|
|
|
—
|
|
|
94,515
|
|
||||||
5
3
/
4
% Senior Notes
|
—
|
|
|
149,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,362
|
|
||||||
7% Senior Notes
|
—
|
|
|
346,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346,740
|
|
||||||
5
7
/
8
% Senior Notes
|
—
|
|
|
439,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
439,567
|
|
||||||
Intercompany payables
|
—
|
|
|
179,788
|
|
|
—
|
|
|
90,043
|
|
|
(269,831
|
)
|
|
—
|
|
||||||
Total liabilities
|
—
|
|
|
1,264,528
|
|
|
15,995
|
|
|
189,782
|
|
|
(269,831
|
)
|
|
1,200,474
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
William Lyon Homes stockholders’ equity
|
780,472
|
|
|
(169,928
|
)
|
|
456,199
|
|
|
(16,544
|
)
|
|
(269,727
|
)
|
|
780,472
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
80,158
|
|
|
—
|
|
|
80,158
|
|
||||||
Total liabilities and equity
|
$
|
780,472
|
|
|
$
|
1,094,600
|
|
|
$
|
472,194
|
|
|
$
|
253,396
|
|
|
$
|
(539,558
|
)
|
|
$
|
2,061,104
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
36,204
|
|
|
$
|
272
|
|
|
$
|
6,136
|
|
|
$
|
—
|
|
|
$
|
42,612
|
|
Receivables
|
—
|
|
|
2,989
|
|
|
3,303
|
|
|
3,246
|
|
|
—
|
|
|
9,538
|
|
||||||
Escrow proceeds receivable
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Real estate inventories
|
—
|
|
|
910,594
|
|
|
645,341
|
|
|
216,063
|
|
|
—
|
|
|
1,771,998
|
|
||||||
Investment in unconsolidated joint ventures
|
—
|
|
|
7,132
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
7,282
|
|
||||||
Goodwill
|
—
|
|
|
14,209
|
|
|
52,693
|
|
|
—
|
|
|
—
|
|
|
66,902
|
|
||||||
Intangibles, net
|
—
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
||||||
Deferred income taxes, net
|
—
|
|
|
75,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,751
|
|
||||||
Lease right-of-use assets
|
—
|
|
|
13,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,129
|
|
||||||
Other assets, net
|
—
|
|
|
15,779
|
|
|
1,089
|
|
|
415
|
|
|
—
|
|
|
17,283
|
|
||||||
Investments in subsidiaries
|
697,086
|
|
|
(23,736
|
)
|
|
(573,650
|
)
|
|
—
|
|
|
(99,700
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
252,860
|
|
|
—
|
|
|
(252,860
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
697,086
|
|
|
$
|
1,052,136
|
|
|
$
|
388,758
|
|
|
$
|
225,860
|
|
|
$
|
(352,560
|
)
|
|
$
|
2,011,280
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
52,380
|
|
|
$
|
16,416
|
|
|
$
|
5,486
|
|
|
$
|
—
|
|
|
$
|
74,282
|
|
Accrued expenses
|
—
|
|
|
88,187
|
|
|
4,634
|
|
|
98
|
|
|
—
|
|
|
92,919
|
|
||||||
Notes payable
|
—
|
|
|
50,713
|
|
|
2,979
|
|
|
102,076
|
|
|
—
|
|
|
155,768
|
|
||||||
Subordinated Amortizing Notes
|
—
|
|
|
7,225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,225
|
|
||||||
5
3
/
4
% Senior Notes
|
—
|
|
|
148,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,826
|
|
||||||
8
1
/
2
% Senior Notes
|
—
|
|
|
422,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422,817
|
|
||||||
7% Senior Notes
|
—
|
|
|
346,014
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346,014
|
|
||||||
Intercompany payables
|
—
|
|
|
177,267
|
|
|
—
|
|
|
75,593
|
|
|
(252,860
|
)
|
|
—
|
|
||||||
Total liabilities
|
—
|
|
|
1,293,429
|
|
|
24,029
|
|
|
183,253
|
|
|
(252,860
|
)
|
|
1,247,851
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
William Lyon Homes stockholders’ equity
|
697,086
|
|
|
(241,291
|
)
|
|
364,727
|
|
|
(23,736
|
)
|
|
(99,700
|
)
|
|
697,086
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
66,343
|
|
|
—
|
|
|
66,343
|
|
||||||
Total liabilities and equity
|
$
|
697,086
|
|
|
$
|
1,052,138
|
|
|
$
|
388,756
|
|
|
$
|
225,860
|
|
|
$
|
(352,560
|
)
|
|
$
|
2,011,280
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
748,396
|
|
|
$
|
844,611
|
|
|
$
|
202,067
|
|
|
$
|
—
|
|
|
$
|
1,795,074
|
|
Construction services
|
—
|
|
|
1,454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,454
|
|
||||||
Management fees
|
—
|
|
|
(5,741
|
)
|
|
—
|
|
|
—
|
|
|
5,741
|
|
|
—
|
|
||||||
|
—
|
|
|
744,109
|
|
|
844,611
|
|
|
202,067
|
|
|
5,741
|
|
|
1,796,528
|
|
||||||
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
(596,970
|
)
|
|
(700,878
|
)
|
|
(174,960
|
)
|
|
(5,741
|
)
|
|
(1,478,549
|
)
|
||||||
Construction services
|
—
|
|
|
(1,317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,317
|
)
|
||||||
Sales and marketing
|
—
|
|
|
(30,637
|
)
|
|
(44,849
|
)
|
|
(10,740
|
)
|
|
—
|
|
|
(86,226
|
)
|
||||||
General and administrative
|
—
|
|
|
(73,748
|
)
|
|
(16,457
|
)
|
|
(1
|
)
|
|
—
|
|
|
(90,206
|
)
|
||||||
Other
|
—
|
|
|
(2,560
|
)
|
|
308
|
|
|
(22
|
)
|
|
—
|
|
|
(2,274
|
)
|
||||||
|
—
|
|
|
(705,232
|
)
|
|
(761,876
|
)
|
|
(185,723
|
)
|
|
(5,741
|
)
|
|
(1,658,572
|
)
|
||||||
Income (loss) from subsidiaries
|
48,135
|
|
|
20,382
|
|
|
—
|
|
|
—
|
|
|
(68,517
|
)
|
|
—
|
|
||||||
Operating income
|
48,135
|
|
|
59,259
|
|
|
82,735
|
|
|
16,344
|
|
|
(68,517
|
)
|
|
137,956
|
|
||||||
Equity in income of unconsolidated joint ventures
|
—
|
|
|
2,135
|
|
|
1,526
|
|
|
—
|
|
|
—
|
|
|
3,661
|
|
||||||
Other income (expense), net
|
—
|
|
|
2,029
|
|
|
264
|
|
|
(1,398
|
)
|
|
—
|
|
|
895
|
|
||||||
Income (loss) before loss on extinguishment of debt
|
48,135
|
|
|
63,423
|
|
|
84,525
|
|
|
14,946
|
|
|
(68,517
|
)
|
|
142,512
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(21,828
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,828
|
)
|
||||||
Income (loss) before provision for income taxes
|
48,135
|
|
|
41,595
|
|
|
84,525
|
|
|
14,946
|
|
|
(68,517
|
)
|
|
120,684
|
|
||||||
Provision for income taxes
|
|
|
|
(62,933
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,933
|
)
|
||||||
Net income (loss)
|
48,135
|
|
|
(21,338
|
)
|
|
84,525
|
|
|
14,946
|
|
|
(68,517
|
)
|
|
57,751
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,616
|
)
|
|
—
|
|
|
(9,616
|
)
|
||||||
Net income (loss) available to common stockholders
|
$
|
48,135
|
|
|
$
|
(21,338
|
)
|
|
$
|
84,525
|
|
|
$
|
5,330
|
|
|
$
|
(68,517
|
)
|
|
$
|
48,135
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
573,191
|
|
|
$
|
680,138
|
|
|
$
|
148,874
|
|
|
$
|
—
|
|
|
$
|
1,402,203
|
|
Construction services
|
—
|
|
|
3,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,837
|
|
||||||
Management fees
|
—
|
|
|
(4,362
|
)
|
|
—
|
|
|
—
|
|
|
4,362
|
|
|
—
|
|
||||||
|
—
|
|
|
572,666
|
|
|
680,138
|
|
|
148,874
|
|
|
4,362
|
|
|
1,406,040
|
|
||||||
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
(462,153
|
)
|
|
(564,596
|
)
|
|
(131,226
|
)
|
|
(4,362
|
)
|
|
(1,162,337
|
)
|
||||||
Construction services
|
—
|
|
|
(3,485
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,485
|
)
|
||||||
Sales and marketing
|
—
|
|
|
(27,329
|
)
|
|
(36,170
|
)
|
|
(9,010
|
)
|
|
—
|
|
|
(72,509
|
)
|
||||||
General and administrative
|
—
|
|
|
(60,141
|
)
|
|
(13,256
|
)
|
|
(1
|
)
|
|
—
|
|
|
(73,398
|
)
|
||||||
Other
|
—
|
|
|
(442
|
)
|
|
100
|
|
|
(1
|
)
|
|
—
|
|
|
(343
|
)
|
||||||
|
—
|
|
|
(553,550
|
)
|
|
(613,922
|
)
|
|
(140,238
|
)
|
|
(4,362
|
)
|
|
(1,312,072
|
)
|
||||||
Income (loss) from subsidiaries
|
59,696
|
|
|
8,331
|
|
|
—
|
|
|
—
|
|
|
(68,027
|
)
|
|
—
|
|
||||||
Operating income
|
59,696
|
|
|
27,447
|
|
|
66,216
|
|
|
8,636
|
|
|
(68,027
|
)
|
|
93,968
|
|
||||||
Equity in income of unconsolidated joint ventures
|
—
|
|
|
4,369
|
|
|
1,237
|
|
|
—
|
|
|
—
|
|
|
5,606
|
|
||||||
Other income (expense), net
|
—
|
|
|
4,640
|
|
|
(34
|
)
|
|
(1,363
|
)
|
|
—
|
|
|
3,243
|
|
||||||
Income (loss) before provision for income taxes
|
59,696
|
|
|
36,456
|
|
|
67,419
|
|
|
7,273
|
|
|
(68,027
|
)
|
|
102,817
|
|
||||||
Provision for income taxes
|
—
|
|
|
(34,850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,850
|
)
|
||||||
Net income (loss)
|
59,696
|
|
|
1,606
|
|
|
67,419
|
|
|
7,273
|
|
|
(68,027
|
)
|
|
67,967
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,271
|
)
|
|
—
|
|
|
(8,271
|
)
|
||||||
Net income (loss) available to common stockholders
|
$
|
59,696
|
|
|
$
|
1,606
|
|
|
$
|
67,419
|
|
|
$
|
(998
|
)
|
|
$
|
(68,027
|
)
|
|
$
|
59,696
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
459,990
|
|
|
$
|
568,774
|
|
|
$
|
50,164
|
|
|
$
|
—
|
|
|
$
|
1,078,928
|
|
Construction services
|
—
|
|
|
25,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,124
|
|
||||||
Management fees
|
—
|
|
|
(1,506
|
)
|
|
—
|
|
|
—
|
|
|
1,506
|
|
|
—
|
|
||||||
|
—
|
|
|
483,608
|
|
|
568,774
|
|
|
50,164
|
|
|
1,506
|
|
|
1,104,052
|
|
||||||
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
—
|
|
|
(358,793
|
)
|
|
(475,043
|
)
|
|
(43,653
|
)
|
|
(1,506
|
)
|
|
(878,995
|
)
|
||||||
Construction services
|
—
|
|
|
(21,181
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,181
|
)
|
||||||
Sales and marketing
|
—
|
|
|
(26,626
|
)
|
|
(31,231
|
)
|
|
(3,682
|
)
|
|
—
|
|
|
(61,539
|
)
|
||||||
General and administrative
|
—
|
|
|
(47,385
|
)
|
|
(11,776
|
)
|
|
—
|
|
|
—
|
|
|
(59,161
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
(957
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(957
|
)
|
||||||
Other
|
—
|
|
|
(3,477
|
)
|
|
1,505
|
|
|
—
|
|
|
—
|
|
|
(1,972
|
)
|
||||||
|
—
|
|
|
(458,419
|
)
|
|
(516,545
|
)
|
|
(47,335
|
)
|
|
(1,506
|
)
|
|
(1,023,805
|
)
|
||||||
Income (loss) from subsidiaries
|
57,336
|
|
|
(2,395
|
)
|
|
—
|
|
|
—
|
|
|
(54,941
|
)
|
|
—
|
|
||||||
Operating income
|
57,336
|
|
|
22,794
|
|
|
52,229
|
|
|
2,829
|
|
|
(54,941
|
)
|
|
80,247
|
|
||||||
Income from unconsolidated joint ventures
|
—
|
|
|
1,912
|
|
|
1,327
|
|
|
—
|
|
|
—
|
|
|
3,239
|
|
||||||
Other income (expense), net
|
—
|
|
|
7,911
|
|
|
4,793
|
|
|
(9,123
|
)
|
|
—
|
|
|
3,581
|
|
||||||
Income before provision for income taxes
|
57,336
|
|
|
32,617
|
|
|
58,349
|
|
|
(6,294
|
)
|
|
(54,941
|
)
|
|
87,067
|
|
||||||
Provision for income taxes
|
—
|
|
|
(26,806
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,806
|
)
|
||||||
Net income
|
57,336
|
|
|
5,811
|
|
|
58,349
|
|
|
(6,294
|
)
|
|
(54,941
|
)
|
|
60,261
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,925
|
)
|
|
—
|
|
|
(2,925
|
)
|
||||||
Net income available to common stockholders
|
$
|
57,336
|
|
|
$
|
5,811
|
|
|
$
|
58,349
|
|
|
$
|
(9,219
|
)
|
|
$
|
(54,941
|
)
|
|
$
|
57,336
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(35,251
|
)
|
|
$
|
84,840
|
|
|
$
|
89,914
|
|
|
$
|
(7,300
|
)
|
|
$
|
35,251
|
|
|
$
|
167,454
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
(3,668
|
)
|
|
(555
|
)
|
|
(77
|
)
|
|
—
|
|
|
(4,300
|
)
|
||||||
Investments in subsidiaries
|
—
|
|
|
13,190
|
|
|
(79,449
|
)
|
|
—
|
|
|
66,259
|
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
9,522
|
|
|
(80,004
|
)
|
|
(77
|
)
|
|
66,259
|
|
|
(4,300
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings on notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
134,061
|
|
|
—
|
|
|
134,061
|
|
||||||
Principal payments on notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
(142,211
|
)
|
|
—
|
|
|
(142,211
|
)
|
||||||
Redemption premium of 8.5% Senior Notes
|
—
|
|
|
(19,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,645
|
)
|
||||||
Principal payments of 8.5% Senior Notes
|
—
|
|
|
(425,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(425,000
|
)
|
||||||
Proceeds from issuance of 5.875% Senior Notes
|
—
|
|
|
446,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
446,468
|
|
||||||
Proceeds from borrowings on revolver
|
—
|
|
|
346,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346,121
|
|
||||||
Payments on revolver
|
—
|
|
|
(375,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(375,121
|
)
|
||||||
Principal payments on subordinated amortizing notes
|
—
|
|
|
(7,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,225
|
)
|
||||||
Proceeds from issuance of Class B Shares
|
—
|
|
|
29,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,908
|
|
||||||
Costs related to settlement of TEUs
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
||||||
Shares remitted to, or withheld by the Company for employee tax withholding
|
—
|
|
|
(1,544
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,544
|
)
|
||||||
Payments to repurchase common stock
|
—
|
|
|
(3,112
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,112
|
)
|
||||||
Payment of deferred loan costs
|
—
|
|
|
(9,892
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,892
|
)
|
||||||
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
66,712
|
|
|
—
|
|
|
66,712
|
|
||||||
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,513
|
)
|
|
—
|
|
|
(62,513
|
)
|
||||||
Advances to affiliates
|
—
|
|
|
—
|
|
|
6,947
|
|
|
1,862
|
|
|
(8,809
|
)
|
|
—
|
|
||||||
Intercompany receivables/payables
|
35,251
|
|
|
59,973
|
|
|
(16,973
|
)
|
|
14,450
|
|
|
(92,701
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
35,251
|
|
|
40,868
|
|
|
(10,026
|
)
|
|
12,361
|
|
|
(101,510
|
)
|
|
(23,056
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
135,230
|
|
|
(116
|
)
|
|
4,984
|
|
|
—
|
|
|
140,098
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
36,204
|
|
|
272
|
|
|
6,136
|
|
|
—
|
|
|
42,612
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
171,434
|
|
|
$
|
156
|
|
|
$
|
11,120
|
|
|
$
|
—
|
|
|
$
|
182,710
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(5,295
|
)
|
|
$
|
64,780
|
|
|
$
|
(778
|
)
|
|
$
|
(42,296
|
)
|
|
$
|
5,295
|
|
|
$
|
21,706
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from repayment of notes receivable
|
—
|
|
|
6,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,188
|
|
||||||
Purchases of property and equipment
|
—
|
|
|
(1,004
|
)
|
|
85
|
|
|
(110
|
)
|
|
—
|
|
|
(1,029
|
)
|
||||||
Investments in subsidiaries
|
—
|
|
|
(2,455
|
)
|
|
12,104
|
|
|
—
|
|
|
(9,649
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
2,729
|
|
|
12,189
|
|
|
(110
|
)
|
|
(9,649
|
)
|
|
5,159
|
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings on notes payable
|
—
|
|
|
2,211
|
|
|
—
|
|
|
137,572
|
|
|
—
|
|
|
139,783
|
|
||||||
Principal payments on notes payable
|
—
|
|
|
(18,125
|
)
|
|
—
|
|
|
(129,762
|
)
|
|
—
|
|
|
(147,887
|
)
|
||||||
Proceeds from borrowings on revolver
|
—
|
|
|
258,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258,000
|
|
||||||
Payments on revolver
|
—
|
|
|
(294,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294,000
|
)
|
||||||
Principal payments on Subordinated amortizing notes
|
—
|
|
|
(6,841
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,841
|
)
|
||||||
Purchase of common stock
|
—
|
|
|
(942
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(942
|
)
|
||||||
Excess income tax benefit from stock based awards
|
—
|
|
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182
|
)
|
||||||
Payments of deferred loan costs
|
—
|
|
|
(1,085
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,085
|
)
|
||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
38,334
|
|
|
—
|
|
|
38,334
|
|
||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,636
|
)
|
|
—
|
|
|
(19,636
|
)
|
||||||
Advances to affiliates
|
—
|
|
|
—
|
|
|
(252
|
)
|
|
11,784
|
|
|
(11,532
|
)
|
|
—
|
|
||||||
Intercompany receivables/payables
|
5,295
|
|
|
(14,672
|
)
|
|
(13,611
|
)
|
|
7,102
|
|
|
15,886
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
5,295
|
|
|
(75,636
|
)
|
|
(13,863
|
)
|
|
45,394
|
|
|
4,354
|
|
|
(34,456
|
)
|
||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(8,127
|
)
|
|
(2,452
|
)
|
|
2,988
|
|
|
—
|
|
|
(7,591
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
44,331
|
|
|
2,724
|
|
|
3,148
|
|
|
—
|
|
|
50,203
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
36,204
|
|
|
$
|
272
|
|
|
$
|
6,136
|
|
|
$
|
—
|
|
|
$
|
42,612
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(4,844
|
)
|
|
$
|
(123,099
|
)
|
|
$
|
26,398
|
|
|
$
|
(76,207
|
)
|
|
$
|
4,844
|
|
|
$
|
(172,908
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in and advances to joint ventures
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
||||||
Purchases of property and equipment
|
—
|
|
|
(4,918
|
)
|
|
89
|
|
|
29
|
|
|
—
|
|
|
(4,800
|
)
|
||||||
Investments in subsidiaries
|
—
|
|
|
(3,833
|
)
|
|
(12,584
|
)
|
|
—
|
|
|
16,417
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(9,751
|
)
|
|
(12,495
|
)
|
|
29
|
|
|
16,417
|
|
|
(5,800
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings on notes payable
|
—
|
|
|
34,955
|
|
|
—
|
|
|
84,708
|
|
|
—
|
|
|
119,663
|
|
||||||
Principal payments on notes payable
|
—
|
|
|
(28,924
|
)
|
|
(162
|
)
|
|
(29,131
|
)
|
|
—
|
|
|
(58,217
|
)
|
||||||
Proceeds from issuance of 7 % Senior Notes
|
—
|
|
|
51,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,000
|
|
||||||
Proceeds from borrowings on revolver
|
—
|
|
|
229,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,000
|
|
||||||
Payments on revolver
|
—
|
|
|
(164,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164,000
|
)
|
||||||
Principal payments on Subordinated amortizing notes
|
—
|
|
|
(6,651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,651
|
)
|
||||||
Proceeds from stock options exercised
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
||||||
Purchase of common stock
|
—
|
|
|
(1,832
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,832
|
)
|
||||||
Payments of deferred loan costs
|
—
|
|
|
(2,147
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,147
|
)
|
||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
19,850
|
|
|
—
|
|
|
19,850
|
|
||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,632
|
)
|
|
—
|
|
|
(10,632
|
)
|
||||||
Advances to affiliates
|
—
|
|
|
—
|
|
|
(5,237
|
)
|
|
10,658
|
|
|
(5,421
|
)
|
|
—
|
|
||||||
Intercompany receivables/payables
|
4,844
|
|
|
17,212
|
|
|
(6,353
|
)
|
|
137
|
|
|
(15,840
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
4,844
|
|
|
128,719
|
|
|
(11,752
|
)
|
|
75,590
|
|
|
(21,261
|
)
|
|
176,140
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(4,131
|
)
|
|
2,151
|
|
|
(588
|
)
|
|
—
|
|
|
(2,568
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
48,462
|
|
|
573
|
|
|
3,736
|
|
|
—
|
|
|
52,771
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
44,331
|
|
|
$
|
2,724
|
|
|
$
|
3,148
|
|
|
$
|
—
|
|
|
$
|
50,203
|
|
•
|
Notes Payable—The carrying amount is a reasonable estimate of fair value of the notes payable because of floating interest rate terms and/or the outstanding balance 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—The 5
3
/
4
% Senior Notes are traded over the counter and their fair value was based upon published quotes;
|
•
|
8
1
/
2
% Senior Notes—The 8
1
/
2
% Senior Notes are traded over the counter and their fair value was based upon published quotes;
|
•
|
7% Senior Notes—The 7% Senior Notes are traded over the counter and their fair value was based upon published quotes;
|
•
|
5
7
/
8
% Senior Notes—The 5
7
/
8
% Senior Notes are traded over the counter and their fair value was based upon published quotes;
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes payable
|
$
|
94,515
|
|
|
$
|
94,515
|
|
|
$
|
155,768
|
|
|
$
|
155,768
|
|
Subordinated amortizing notes
|
—
|
|
|
—
|
|
|
7,225
|
|
|
7,478
|
|
||||
5
3
/
4
% Senior Notes due 2019
|
149,362
|
|
|
151,500
|
|
|
148,826
|
|
|
151,125
|
|
||||
8
1
/
2
% Senior Notes due 2020
|
—
|
|
|
—
|
|
|
422,817
|
|
|
444,125
|
|
||||
7% Senior Notes due 2022
|
346,740
|
|
|
362,250
|
|
|
346,014
|
|
|
363,125
|
|
||||
5
7
/
8
% Senior Notes due 2025
|
439,567
|
|
|
459,000
|
|
|
—
|
|
|
—
|
|
•
|
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.
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(25,974
|
)
|
|
$
|
(26,978
|
)
|
|
$
|
(15,296
|
)
|
State
|
(9,122
|
)
|
|
(4,077
|
)
|
|
(3,350
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(26,663
|
)
|
|
(1,395
|
)
|
|
(5,259
|
)
|
|||
State
|
(1,174
|
)
|
|
(2,400
|
)
|
|
(2,901
|
)
|
|||
|
$
|
(62,933
|
)
|
|
$
|
(34,850
|
)
|
|
$
|
(26,806
|
)
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Provision for federal income taxes at the statutory rate
|
$
|
(42,240
|
)
|
|
$
|
(35,986
|
)
|
|
$
|
(30,473
|
)
|
(Increases)/decreases in tax resulting from:
|
|
|
|
|
|
||||||
Provision for state income taxes, net of federal income tax benefits
|
(6,692
|
)
|
|
(4,210
|
)
|
|
(4,063
|
)
|
|||
Rate adjustment - new tax reform legislation
|
(23,126
|
)
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
—
|
|
|
—
|
|
|
1,626
|
|
|||
Domestic production activities deduction
|
2,868
|
|
|
2,481
|
|
|
2,087
|
|
|||
Nondeductible items-other
|
(94
|
)
|
|
(58
|
)
|
|
(52
|
)
|
|||
Non-controlling interests
|
3,366
|
|
|
2,895
|
|
|
1,024
|
|
|||
Change in RBIL estimate
|
—
|
|
|
—
|
|
|
1,771
|
|
|||
Tax credits
|
(160
|
)
|
|
166
|
|
|
1,272
|
|
|||
Stock based compensation
|
281
|
|
|
27
|
|
|
—
|
|
|||
Other, net
|
2,864
|
|
|
(165
|
)
|
|
2
|
|
|||
|
$
|
(62,933
|
)
|
|
$
|
(34,850
|
)
|
|
$
|
(26,806
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
||||
Impairment and other reserves
|
$
|
33,883
|
|
|
$
|
53,806
|
|
Compensation deductible for tax purposes when paid
|
5,093
|
|
|
9,161
|
|
||
AMT credit carryover
|
1,384
|
|
|
1,384
|
|
||
Unused recognized built-in loss
|
10,706
|
|
|
18,651
|
|
||
Net operating loss
|
3,488
|
|
|
3,172
|
|
||
Effect of book/tax differences for general and administrative
|
4,508
|
|
|
6,427
|
|
||
Other
|
806
|
|
|
694
|
|
||
|
59,868
|
|
|
93,295
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Effect of book/tax differences for joint ventures
|
(1,343
|
)
|
|
(2,706
|
)
|
||
Effect of book/tax differences for capitalized interest
|
(6,478
|
)
|
|
(11,103
|
)
|
||
Fixed assets and intangibles
|
(1,850
|
)
|
|
(1,716
|
)
|
||
Goodwill and other intangibles
|
(1,998
|
)
|
|
(1,541
|
)
|
||
Other
|
(284
|
)
|
|
(478
|
)
|
||
|
(11,953
|
)
|
|
(17,544
|
)
|
||
Total deferred tax assets, net
|
$
|
47,915
|
|
|
$
|
75,751
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|||||||||||
Basic weighted average number of shares outstanding (1)
|
37,040,137
|
|
|
36,764,799
|
|
|
36,546,227
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Preferred shares, stock options, and warrants
|
1,623,530
|
|
|
815,171
|
|
|
1,326,399
|
|
|||
Tangible Equity Units
|
—
|
|
|
894,930
|
|
|
894,930
|
|
|||
Diluted average shares outstanding
|
38,663,667
|
|
|
38,474,900
|
|
|
38,767,556
|
|
|||
Net income available to common stockholders
|
$
|
48,135
|
|
|
$
|
59,696
|
|
|
$
|
57,336
|
|
Basic income per common share
|
$
|
1.30
|
|
|
$
|
1.62
|
|
|
$
|
1.57
|
|
Dilutive income per common share
|
$
|
1.24
|
|
|
$
|
1.55
|
|
|
$
|
1.48
|
|
Potentially antidilutive securities not included in the calculation of diluted income per common share (weighted average):
|
|
|
|
|
|
||||||
Unvested stock options
|
240,000
|
|
|
240,000
|
|
|
180,000
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
|
|
|||
Expected dividend yield
|
N/A
|
|
N/A
|
|
—
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
1.71%
|
Expected volatility
|
N/A
|
|
N/A
|
|
44%
|
Expected life (in years)
|
N/A
|
|
N/A
|
|
6.75
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Options
|
|
Weighted Average Exercise Price
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Options
|
|
Weighted
Average Exercise Price |
||||||||||||
Options outstanding at beginning of year
|
596,313
|
|
|
$
|
15.57
|
|
|
611,313
|
|
|
$
|
15.40
|
|
|
419,238
|
|
|
$
|
8.66
|
|
|||
Granted (1)
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
240,000
|
|
|
$
|
25.82
|
|
|||||
Exercised
|
(3,535
|
)
|
|
$
|
8.66
|
|
|
(15,000
|
)
|
|
$
|
8.66
|
|
|
(47,925
|
)
|
|
$
|
8.66
|
|
|||
Canceled
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
||||||
Options outstanding at end of year
|
592,778
|
|
|
$
|
15.61
|
|
|
596,313
|
|
|
$
|
15.57
|
|
|
611,313
|
|
|
$
|
15.40
|
|
|||
Options vested and expected to vest
|
592,778
|
|
|
$
|
15.61
|
|
|
596,313
|
|
|
$
|
15.57
|
|
|
611,313
|
|
|
$
|
15.40
|
|
|||
Options exercisable at end of year (2)
|
352,778
|
|
|
$
|
8.66
|
|
|
356,313
|
|
|
$
|
8.66
|
|
|
371,313
|
|
|
$
|
8.66
|
|
|||
Price range of options exercised
|
$
|
8.66
|
|
|
|
|
$
|
8.66
|
|
|
|
|
$
|
8.66
|
|
|
|
||||||
Price range of options outstanding
|
$8.66-$25.82
|
|
|
|
|
$8.66-$25.82
|
|
|
|
|
$8.66-$25.82
|
|
|
|
(1)
|
The weighted average grant date fair value of the stock options during December 31, 2015 was
$12.01
.
|
(2)
|
No options vested during the years ended
December 31, 2017
,
2016
or
2015
.
|
Outstanding
|
|
Exercisable
|
||||||||||||
Exercise Price
|
|
Number of Shares
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
|
Number of Shares
|
||||||
$
|
8.66
|
|
|
352,778
|
|
|
4.75
|
|
$
|
7,203,727
|
|
|
352,778
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|||||||||||||||
|
Number of Shares
|
|
Weighted Avg Grant Date Fair Value
|
|
Number of Shares
|
|
Weighted Avg Grant Date Fair Value
|
|
Number of
Shares |
|
Weighted Avg Grant Date Fair Value
|
|||||||||
Non-vested shares at beginning of year
|
346,924
|
|
|
$
|
16.91
|
|
|
225,687
|
|
|
$
|
23.65
|
|
|
79,335
|
|
|
$
|
24.84
|
|
Granted
|
259,677
|
|
|
18.14
|
|
|
291,368
|
|
|
14.14
|
|
|
208,715
|
|
|
23.11
|
|
|||
Vested
|
(181,812
|
)
|
|
17.62
|
|
|
(126,073
|
)
|
|
21.81
|
|
|
(55,571
|
)
|
|
23.24
|
|
|||
Canceled (1)
|
(5,494
|
)
|
|
16.23
|
|
|
(44,058
|
)
|
|
19.06
|
|
|
(6,792
|
)
|
|
24.28
|
|
|||
Non-vested shares at end of year
|
419,295
|
|
|
$
|
17.38
|
|
|
346,924
|
|
|
$
|
16.91
|
|
|
225,687
|
|
|
$
|
23.65
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|||||||||||||||
|
Number of Shares
|
|
Weighted Avg Grant Date Fair Value
|
|
Number of
Shares |
|
Weighted Avg Grant Date Fair Value
|
|
Number of
Shares |
|
Weighted Avg Grant Date Fair Value
|
|||||||||
Non-vested shares at beginning of year
|
655,133
|
|
|
$
|
17.81
|
|
|
480,757
|
|
|
$
|
24.18
|
|
|
506,846
|
|
|
$
|
23.84
|
|
Granted
|
553,909
|
|
|
18.00
|
|
|
566,092
|
|
|
13.88
|
|
|
284,809
|
|
|
23.50
|
|
|||
Vested
|
(147,477
|
)
|
|
21.49
|
|
|
(190,977
|
)
|
|
20.58
|
|
|
(154,467
|
)
|
|
19.58
|
|
|||
Canceled (1)
|
(349,000
|
)
|
|
19.55
|
|
|
(200,739
|
)
|
|
23.38
|
|
|
(156,431
|
)
|
|
28.86
|
|
|||
Non-vested shares at end of year
|
712,565
|
|
|
$
|
17.01
|
|
|
655,133
|
|
|
$
|
17.81
|
|
|
480,757
|
|
|
$
|
24.18
|
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||
Lease cost
|
|
|
|
|
||||
Operating lease cost
|
|
$
|
6,835
|
|
|
$
|
3,890
|
|
Sublease income
|
|
(117
|
)
|
|
(117
|
)
|
||
Total lease cost
|
|
$
|
6,718
|
|
|
$
|
3,773
|
|
|
|
|
|
|
||||
Other information
|
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities for operating leases:
|
|
|
|
|
||||
Operating cash flows
|
|
$
|
5,551
|
|
|
$
|
3,270
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
$
|
5,925
|
|
|
$
|
1,353
|
|
Weighted-average discount rate
|
|
6.6
|
%
|
|
6.6
|
%
|
|
|
December 31, 2017
|
|
December 31, 2016
|
Weighted-average remaining lease term (in years)
|
|
3.58
|
|
5.16
|
Year Ending December 31,
|
|
||
2018
|
$
|
6,998
|
|
2019
|
3,989
|
|
|
2020
|
2,635
|
|
|
2021
|
2,398
|
|
|
2022
|
1,342
|
|
|
Thereafter
|
440
|
|
|
Total
|
$
|
17,802
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
||||||||
Home sales
|
$
|
258,854
|
|
|
$
|
422,633
|
|
|
$
|
490,304
|
|
|
$
|
623,283
|
|
Cost of sales
|
(218,455
|
)
|
|
(353,057
|
)
|
|
(401,700
|
)
|
|
(505,337
|
)
|
||||
Gross profit
|
40,399
|
|
|
69,576
|
|
|
88,604
|
|
|
117,946
|
|
||||
Other income, costs and expenses, net
|
(49,695
|
)
|
|
(49,325
|
)
|
|
(58,544
|
)
|
|
(101,210
|
)
|
||||
Net (loss) income
|
(9,296
|
)
|
|
20,251
|
|
|
30,060
|
|
|
16,736
|
|
||||
Net (loss) income available to common stockholders
|
$
|
(10,000
|
)
|
|
$
|
18,954
|
|
|
$
|
27,418
|
|
|
$
|
11,763
|
|
(Loss) Income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.27
|
)
|
|
$
|
0.51
|
|
|
$
|
0.74
|
|
|
$
|
0.32
|
|
Diluted
|
$
|
(0.27
|
)
|
|
$
|
0.49
|
|
|
$
|
0.71
|
|
|
$
|
0.30
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
2016 |
|
June 30,
2016 |
|
September 30,
2016 |
|
December 31,
2016 |
||||||||
Home sales
|
$
|
261,295
|
|
|
$
|
325,059
|
|
|
$
|
342,628
|
|
|
$
|
473,221
|
|
Cost of sales
|
(215,171
|
)
|
|
(268,638
|
)
|
|
(285,896
|
)
|
|
(392,632
|
)
|
||||
Gross profit
|
46,124
|
|
|
56,421
|
|
|
56,732
|
|
|
80,589
|
|
||||
Other income, costs and expenses, net
|
(36,183
|
)
|
|
(41,335
|
)
|
|
(40,218
|
)
|
|
(54,163
|
)
|
||||
Net income
|
9,941
|
|
|
15,086
|
|
|
16,514
|
|
|
26,426
|
|
||||
Net income available to common stockholders
|
$
|
9,014
|
|
|
$
|
14,561
|
|
|
$
|
13,069
|
|
|
$
|
23,052
|
|
Income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.25
|
|
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
0.63
|
|
Diluted
|
$
|
0.24
|
|
|
$
|
0.38
|
|
|
$
|
0.34
|
|
|
$
|
0.60
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
Purchase and Sale Agreement, dated as of June 22, 2014, by and among PNW Home Builders, L.L.C., PNW Home Builders North, L.L.C., PNW Home Builders South, L.L.C., Crescent Ventures, L.L.C. and William Lyon Homes, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 23, 2014).
|
|
|
|
|
|
|
|
Third Amended and Restated Certificate of Incorporation of William Lyon Homes (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
|
|
Amended and Restated Bylaws of William Lyon Homes (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
|
|
Amended and Restated Bylaws of William Lyon Homes (Incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed July 22, 2015)
|
|
|
|
|
|
|
|
Indenture (including form of 8.5% Senior Note due 2020), dated as of November 8, 2012, by and between William Lyon Homes, Inc., William Lyon Homes, certain of William Lyon Homes’s subsidiaries (as guarantors) and U.S. Bank National Association, as trustee (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on November 8, 2012).
|
|
|
|
|
|
|
|
Officers' certificate, dated October 24, 2013, delivered pursuant to the Indenture, and setting forth the terms of the notes (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on October 25, 2013).
|
|
|
|
|
|
|
|
Indenture (including form of 5.75% Senior Notes due 2019), dated March 31, 2014, among William Lyon Homes, Inc., William Lyon Homes, certain of William Lyon Homes' subsidiaries (as guarantors) and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 1, 2014).
|
|
|
|
|
|
|
|
Indenture (including form of 7.00% Senior Notes due 2022), dated August 11, 2014, among WLH PNW Finance Corp., the guarantors from time to time party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 8.5% Senior Notes due 2020 (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 5.75% Senior Notes due 2019 (incorporated by reference to Exhibit 4.4 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., William Lyon Homes, the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 7.00% Senior Notes due 2022 (incorporated by reference to Exhibit 4.5 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of August 12, 2014, among William Lyon Homes, Inc., the subsidiary guarantors named therein and U.S. Bank National Association, relating to the 7.00% Senior Notes due 2022 (incorporated by reference to Exhibit 4.6 of the Company's Form 8-K filed August 13, 2014).
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
Indenture, dated November 21, 2014, between William Lyon Homes and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to William Lyon Homes’ Current Report on Form 8-K filed with the SEC on November 21, 2014).
|
|
|
|
|
|
|
|
First Supplemental Indenture (including form of 5.50% Senior Subordinated Amortizing Notes due December 1, 2017), dated November 21, 2014, between William Lyon Homes and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to William Lyon Homes’ Current Report on Form 8-K filed with the SEC on November 21, 2014).
|
|
|
|
|
|
|
|
Purchase Contract Agreement (including form of unit and form of prepaid stock purchase contract), dated November 21, 2014, among William Lyon Homes, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as purchase contract agent and as attorney-in-fact for the holders from time to time as provided therein (incorporated by reference to Exhibit 4.3 to William Lyon Homes’ Current Report on Form 8-K filed with the SEC on November 21, 2014).
|
|
|
|
|
|
|
|
Officers’ Certificate, dated September 15, 2015, delivered pursuant to the Indenture dated August 11, 2014 relating to the 7.00% Senior Notes due 2022, and setting forth the terms of the Additional Notes (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed September 15, 2015)
|
|
|
|
|
|
|
|
Indenture dated January 31, 2017, among California Lyon, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed January 31, 2017)
|
|
|
|
|
|
|
|
Form of 5.875% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed January 31, 2017)
|
|
|
|
|
|
|
|
Third Supplemental Indenture, dated January 31, 2017, among California Lyon, Parent, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K filed January 31, 2017)
|
|
|
|
|
|
10.1
|
|
|
Form of Indemnity Agreement, between William Lyon Homes, a Delaware corporation, and the directors and officers of William Lyon Homes (incorporated by reference to William Lyon Homes’s Annual Report on Form 10-K for the year-ended December 31, 1999 (File No. 333-88569)).
|
|
|
|
|
|
|
The Presley Companies Non-Qualified Retirement Plan for Outside Directors (incorporated by reference to William Lyon Homes’s Annual Report on Form 10-K for the year-ended December 31, 2002).
|
|
|
|
|
|
|
|
Aircraft Purchase and Sale Agreement dated as of September 3, 2009, by and between Presley CMR, Inc., and Martin Aviation, Inc., or its designee (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on September 10, 2009).
|
|
|
|
|
|
|
|
Secured Promissory Note dated September 9, 2009 from Martin Aviation, Inc., a California corporation payable to William Lyon Homes, Inc., a California corporation (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on September 10, 2009).
|
|
|
|
|
|
|
|
Aircraft Mortgage and Security Agreement between Martin Aviation, Inc., a California corporation and William Lyon Homes, Inc., dated as of September 9, 2009 (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on September 10, 2009).
|
|
|
|
|
|
|
|
Form of Class A Common Stock Registration Rights Agreement, dated as of February 25, 2012, by and among William Lyon Homes and the Holders (as defined therein) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
Class B Common Stock and Warrant Purchase Agreement, dated as of February 25, 2012, by and between William Lyon Homes and the Purchaser (as defined therein) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
|
|
Warrant to Purchase Shares of Class B Common Stock of William Lyon Homes, dated as of February 25, 2012 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
|
|
Class B Common Stock Registration Rights Agreement, dated as of February 25, 2012, by and among William Lyon Homes and the Holders (as defined therein) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
|
|
Form of Convertible Preferred Stock and Class C Common Stock Registration Rights Agreement, dated as of February 25, 2012, by and among William Lyon Homes and the Holders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
|
10.11
†
|
|
|
Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and General William Lyon (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
10.12
†
|
|
|
Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 6, 2012).
|
|
|
|
|
10.13
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
10.14
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan form of Stock Option Agreement (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
10.15
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan form of Restricted Stock Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
10.16
†
|
|
|
Form of Employment Agreement, dated September 1, 2012 (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
|
|
Class A Common Stock and Convertible Preferred Stock Subscription Agreement, dated October 12, 2012, by and between William Lyon Homes and WLH Recovery Acquisition LLC (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
|
|
|
Amendment of and Joinder to Class A Common Stock Registration Rights Agreement, dated October 12, 2012, by and between WLH Recovery Acquisition LLC and William Lyon Homes (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
|
|
|
Amendment of and Joinder to Convertible Preferred Stock and Class C Common Stock Registration Rights Agreement, dated October 12, 2012, by and between WLH Recovery Acquisition LLC and William Lyon Homes (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the Commission on December 6, 2012).
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
10.20
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (performance-based) (incorporated by reference to William Lyon Homes’s Form S-1 Registration Statement filed April 9, 2013 (File No. 333-187819)).
|
|
|
|
|
10.21
†
|
|
|
Revised Form of Employment Agreement, dated April 1, 2013 (incorporated by reference to William Lyon Homes’s Form S-1 Registration Statement filed April 9, 2013 (File No. 333-187819)).
|
|
|
|
|
10.22
†
|
|
|
Amendment to Employment Agreement, dated March 6, 2013, by and between William Lyon Homes, Inc., and Matthew R. Zaist (incorporated by reference to William Lyon Homes’s Form S-1 Registration Statement filed April 9, 2013 (File No. 333-187819)).
|
|
|
|
|
|
|
Amendment No. 1 to Warrant to Purchase Shares of Class B Common Stock (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
|
|
Form of indemnification agreement (incorporated by reference to William Lyon Homes’s Current Report on Form 8-K filed with the Commission on May 28, 2013).
|
|
|
|
|
|
10.25
†
|
|
|
Amendment No. 1 to the William Lyon Homes 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.23(a) to the Company’s Form S-1 Registration Statement filed May 6, 2013 (File No. 333-187819)).
|
|
|
|
|
|
|
Credit Agreement among William Lyon Homes, Inc., as Borrower, William Lyon Homes, as Parent, The Lenders from time to time party thereto, and Credit Suisse AG, as Administrative Agent, dated as of August 7, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013).
|
|
|
|
|
|
10.27
†
|
|
|
Amendment No. 2 to the William Lyon Homes 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the Company’s Form S-8 Registration Statement filed August 12, 2013 (File No. 333-190571))
|
|
|
|
|
10.28
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (performance-based) (incorporated by reference to Exhibit 10.42 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
10.29
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.43 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
10.30
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.44 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
10.31
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Amendment No. 1 to Stock Option Agreement (Five-Year Options) (incorporated by reference to Exhibit 10.45 of the Company's Form S-4 Registration Statement filed December 27, 2013 (file no. 333-193112)).
|
|
|
|
|
|
|
Bridge Loan Agreement, dated as of August 12, 2014, among William Lyon Homes, Inc., as Borrower, William Lyon Homes, as Parent, the Lenders from time to time party thereto, and J.P. Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed August 13, 2014).
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
Amendment No. 1 to Credit Agreement among William Lyon Homes, Inc., as Borrower, William Lyon Homes, as Parent, The Lenders from time to time party thereto, and Credit Suisse AG, as Administrative Agent, dated as of August 7, 2013 (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed on November 12, 2014).
|
|
|
|
|
|
10.34
†
|
|
|
Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and General William Lyon (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed December 31, 2014).
|
|
|
|
|
10.35
†
|
|
|
Amendment No. 1 to Employment Agreement, dated as of February 25, 2012, by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed December 31, 2014).
|
|
|
|
|
|
|
Amendment and Restatement Agreement dated as of March 27, 2015 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, each subsidiary of the Borrower party thereto, the lenders listed on Schedule 1 thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed May 8, 2015)
|
|
|
|
|
|
10.37
†
|
|
|
Employment Agreement by and among William Lyon Homes, William Lyon Homes, Inc. and William H. Lyon, dated as of March 31, 2015 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed April 2, 2015)
|
|
|
|
|
10.38
†
|
|
|
Employment Agreement by and among William Lyon Homes, William Lyon Homes, Inc. and Matthew R. Zaist, dated as of March 31, 2015 (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed April 2, 2015)
|
|
|
|
|
10.39
†
|
|
|
Offer Letter by and between William Lyon Homes, Inc. and William Lyon, dated as of March 31, 2015 (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed April 2, 2015)
|
|
|
|
|
|
|
Amendment No. 1 dated as of December 21, 2015 to the Amended and Restated Credit Agreement dated as of March 27, 2015 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.40 of the Company's Form 10-K filed March 11, 2016)
|
|
|
|
|
|
10.41
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (Performance Based) (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed May 9, 2016)
|
|
|
|
|
10.42
†
|
|
|
William Lyon Homes 2012 Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed May 9, 2016)
|
|
|
|
|
10.43
†
|
|
|
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 24, 2016)
|
|
|
|
|
|
|
Amendment and Restatement Agreement dated as of July 1, 2016 among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, each subsidiary of the Borrower party thereto, the lenders listed on Schedule 1 thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed July 7, 2016)
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
Amendment No. 1 dated as of January 27, 2017 to the Second Amended and Restated Credit Agreement dated as of July 1, 2016, among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.45 of the Company's Form 10-K filed March 9, 2017)
|
|
|
|
|
|
10.46
†
|
|
|
William Lyon Homes Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed with the Commission on April 12, 2017)
|
|
|
|
|
|
|
Amendment No. 2 dated as of June 16, 2017 to the Second Amended and Restated Credit Agreement dated as of July 1, 2016, among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed August 8, 2017)
|
|
|
|
|
|
|
|
Stock Purchase Agreement, dated as of December 14, 2017, by and between the Company and Lyon Shareholder 2012, LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed December 14, 2017)
|
|
|
|
|
|
10.49
+
|
|
|
New Lender Supplement dated as of November 28, 2017 to the Second Amended and Restated Credit Agreement dated as of July 1, 2016, among William Lyon Homes, Inc., a California corporation, as Borrower, William Lyon Homes, a Delaware corporation, as Parent, the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent.
|
|
|
|
|
12.1
+
|
|
|
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges for the Years Ended December 31, 2017, 2016, 2015, 2014 and 2013.
|
|
|
|
|
21.1
+
|
|
|
List of Subsidiaries of the Company.
|
|
|
|
|
23.1
+
|
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
31.1
+
|
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
31.2
+
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
32.1
*
|
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
|
|
|
|
|
32.2
*
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
|
|
|
|
|
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
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
101.PRE* **
|
|
|
XBRL Taxonomy Extension Presentation Linkbase 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.
|
ZB, N.A. dba CALIFORNIA BANK & TRUST,
|
|
By /s/ Stefanus Junus
|
|
|
|
|
Name: Stefanus Junus
|
|
Title: First Vice President
|
|
|
Accepted and agreed:
|
|
WILLIAM LYON HOMES, INC.,
|
|
By /s/ Colin T. Severn
|
|
|
|
|
Name: Colin T. Severn
|
|
Title: Senior Vice President and Chief Financial Officer
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as Administrative Agent,
|
|
By /s/ William O’Daly
|
|
|
|
|
Name: William O’Daly
|
|
Title: Authorized Signatory
|
|
|
By /s/ D. Andrew Maletta
|
|
|
|
|
Name: D. Andrew Maletta
|
|
Title: Authorized Signatory
|
1.
|
Name of Lender:
ZB, N.A., dba California Bank & Trust
|
2.
|
Commitment: $25,000,000
|
3.
|
Increased Facility Closing Date
November 28, 2017
|
|
Year Ended December 31,
|
||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
Ratio of earnings to fixed charges (1)
|
3.00x
|
|
1.92x
|
|
1.61x
|
|
1.59x
|
|
2.72x
|
(1)
|
The term “fixed charges” means the sum of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness, and (c) portion of rent expense considered to be interest. The term “earnings” means the sum of (a) pre-tax income from continuing operations and (b) fixed charges.
|
1.
|
I have reviewed this annual report on Form 10-K 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)) 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;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ MATTHEW R. ZAIST
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Matthew R. Zaist
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Chief Executive Officer, President
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1.
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I have reviewed this annual report on Form 10-K of William Lyon Homes;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
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)) 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 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.
|
By:
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|
/s/ C
OLIN
T. S
EVERN
|
|
|
|
Colin T. Severn
|
|
|
|
Senior Vice President,
|
|
|
|
Chief Financial Officer
|
|
/
S
/ MATTHEW R. ZAIST
|
|
Matthew R. Zaist
|
|
Chief Executive Officer, President
|
|
February 22, 2018
|
|
/
S
/ C
OLIN
T. S
EVERN
|
|
Colin T. Severn
|
|
Senior Vice President, Chief Financial Officer
|
|
February 22, 2018
|
|