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ý
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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
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Delaware
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83-2026677
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, $0.00001 par value
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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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
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Outstanding
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Class A Common Stock, $0.00001 par value
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109,916,206
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Page
Number
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East
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Atlanta, Charlotte, Chicago, Jacksonville, Orlando, Raleigh, Southwest Florida, and Tampa
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Central
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Austin, Dallas and Houston (both include a Taylor Morrison division and a Darling Homes division) and Denver
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West
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Bay Area, Phoenix, Sacramento, and Southern California
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Financial Services
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Taylor Morrison Home Funding and Inspired Title Services
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•
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In January 2018, we completed our final series of public offerings and repurchases of our Class A common Stock from TPG and Oaktree, resulting in a fully floated public company.
|
•
|
On January 26, 2018 we amended the maturity date of our Revolving Credit Facility from April 2019 to January 2022 allowing incremental financial flexibility. On June 29, 2018, we further amended the Revolving Credit Facility to increase the borrowing capacity to
$600.0 million
.
|
•
|
We generated
$4.2 billion
in total revenue and
$4.1 billion
in home closings revenue for the year ended December 31, 2018, increases of 8.8% and
8.3%
, respectively, compared to the prior year's total revenue and home closings revenue.
|
•
|
Net income before allocation to non-controlling interest and diluted earnings per share for the year ended December 31, 2018 was
$210.5 million
and
$1.83
compared to
$176.7 million
and
$1.47
for the year ended December 31, 2017.
|
•
|
Adjusting for the effects of significant and unusual items
(1)
, net income before allocation to non-controlling interest and diluted earnings per share for the year ended December 31, 2018 was $305.5 million and $2.65, respectively.
|
•
|
On October 2, 2018 we completed the Acquisition of AV Homes for total consideration of $534.9 million.
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•
|
On October 2, 2018, we entered into a 364-Day Credit agreement and borrowed $200.0 million to facilitate the Acquisition. In addition, we assumed AV Homes' senior notes due 2022 in the principal amount of $400.0 million.
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•
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On October 26, 2018, we completed a holding company reorganization in order to simplify our capital and tax structure and increase our operational flexibility.
|
•
|
On November 21, 2018, our Board of Directors authorized an increase in the amount available for repurchases under our stock repurchase program by an additional $100 million and extension of the program authorization
|
•
|
During 2018, our operations were located in nine states with
307
average active communities.
|
•
|
We closed 9.1% more homes during 2018 compared to 2017.
|
•
|
Average sales price of homes closed was $470,000 for the year ended December 31, 2018.
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•
|
We ended
2018
with $
2.1 billion
in sales order backlog.
|
•
|
At December 31, 2018, we owned and controlled approximately 57,000 lots.
|
•
|
For the last four consecutive years, we were awarded America’s Most Trusted Home Builder® by Lifestory Research.
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•
|
We were recognized and awarded as one of the Best Places to Work by Glassdoor.
|
•
|
pursuing core locations;
|
•
|
building distinctive communities driven by consumer preferences;
|
•
|
maintaining a cost-efficient culture; and
|
•
|
appropriately balancing price with pace in the sale of our homes.
|
•
|
Optimizing our existing land supply through enhanced product offerings;
|
•
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Combining land acquisition and development expertise with homebuilding operations;
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•
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Focusing product offerings on specific customer groups;
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•
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Building aspirational homes for our customers and focusing on superior customer service;
|
•
|
Maintaining an efficient capital structure;
|
•
|
Selectively pursuing acquisitions; and
|
•
|
Employing and retaining a highly experienced management team with a strong operating track record.
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|
As of December 31, 2018
|
|||||||||||||||||||
|
Owned Lots
|
|
Controlled Lots
|
|
Owned and Controlled Lots
|
|||||||||||||||
|
Raw
|
|
Partially
Developed
|
|
Finished
|
|
Long-
Term
Strategic
Assets
|
|
Total
|
|
Total
|
|
Total
|
|||||||
East
|
5,778
|
|
|
7,430
|
|
|
13,161
|
|
|
—
|
|
|
26,369
|
|
|
6,187
|
|
|
32,556
|
|
Central
|
3,004
|
|
|
1,398
|
|
|
4,865
|
|
|
—
|
|
|
9,267
|
|
|
3,662
|
|
|
12,929
|
|
West
|
871
|
|
|
3,208
|
|
|
3,949
|
|
|
—
|
|
|
8,028
|
|
|
3,327
|
|
|
11,355
|
|
Total
|
9,653
|
|
|
12,036
|
|
|
21,975
|
|
|
—
|
|
|
43,664
|
|
|
13,176
|
|
|
56,840
|
|
|
As of December 31, 2017
|
|||||||||||||||||||
|
Owned Lots
|
|
Controlled Lots
|
|
Owned and Controlled Lots
|
|||||||||||||||
|
Raw
|
|
Partially
Developed
|
|
Finished
|
|
Long-
Term
Strategic
Assets
|
|
Total
|
|
Total
|
|
Total
|
|||||||
East
|
5,365
|
|
|
2,600
|
|
|
4,987
|
|
|
—
|
|
|
12,952
|
|
|
5,820
|
|
|
18,772
|
|
Central
|
2,140
|
|
|
1,237
|
|
|
3,748
|
|
|
—
|
|
|
7,125
|
|
|
4,602
|
|
|
11,727
|
|
West
|
198
|
|
|
1,974
|
|
|
2,909
|
|
|
763
|
|
|
5,844
|
|
|
1,469
|
|
|
7,313
|
|
Total
|
7,703
|
|
|
5,811
|
|
|
11,644
|
|
|
763
|
|
|
25,921
|
|
|
11,891
|
|
|
37,812
|
|
(Dollars in thousands)
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||
Development Status
|
Owned Lots
|
|
Book Value of Land
and Development
|
|
Owned Lots
|
|
Book Value of Land
and Development
|
||||||
Raw land
|
9,653
|
|
|
$
|
461,387
|
|
|
7,703
|
|
|
$
|
338,642
|
|
Partially developed
|
12,036
|
|
|
756,376
|
|
|
5,811
|
|
|
543,200
|
|
||
Finished lots
|
21,975
|
|
|
1,677,527
|
|
|
11,644
|
|
|
1,314,243
|
|
||
Long-term strategic assets
|
—
|
|
|
—
|
|
|
763
|
|
|
10,730
|
|
||
Total
|
43,664
|
|
|
$
|
2,895,290
|
|
|
25,921
|
|
|
$
|
2,206,815
|
|
Allocation of Lots in Land Portfolio, by Year Acquired
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||
Acquired in 2018
|
64
|
%
|
|
—
|
%
|
Acquired in 2017
|
11
|
%
|
|
23
|
%
|
Acquired in 2016
|
6
|
%
|
|
15
|
%
|
Acquired in 2015
|
3
|
%
|
|
13
|
%
|
Acquired in 2014 and earlier
|
16
|
%
|
|
49
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
|
Homes in
Backlog
|
|
Models
|
|
Inventory
to be Sold
|
|
Total
|
|
Homes in
Backlog |
|
Models
|
|
Inventory
to be Sold |
|
Total
|
||||||||
East
|
1,638
|
|
|
186
|
|
|
1,187
|
|
|
3,011
|
|
|
1,513
|
|
|
129
|
|
|
603
|
|
|
2,245
|
|
Central
|
1,420
|
|
|
158
|
|
|
639
|
|
|
2,217
|
|
|
1,051
|
|
|
142
|
|
|
439
|
|
|
1,632
|
|
West
|
1,100
|
|
|
142
|
|
|
489
|
|
|
1,731
|
|
|
932
|
|
|
119
|
|
|
391
|
|
|
1,442
|
|
Total
|
4,158
|
|
|
486
|
|
|
2,315
|
|
|
6,959
|
|
|
3,496
|
|
|
390
|
|
|
1,433
|
|
|
5,319
|
|
•
|
the timing of the introduction and start of construction of new projects;
|
•
|
the timing of sales;
|
•
|
the timing of closings of homes, lots and parcels;
|
•
|
the timing of receipt of regulatory approvals for development and construction;
|
•
|
the condition of the real estate market and general economic conditions in the areas in which we operate;
|
•
|
mix of homes closed;
|
•
|
construction timetables;
|
•
|
the cost and availability of materials and labor; and
|
•
|
weather conditions in the markets in which we build.
|
|
Three Months Ended,
|
|
|
Three Months Ended,
|
||||||||||||||||||||
|
2018
|
|
|
2017
|
||||||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Net homes sold
|
29
|
%
|
|
28
|
%
|
|
22
|
%
|
|
21
|
%
|
|
|
29
|
%
|
|
28
|
%
|
|
21
|
%
|
|
22
|
%
|
Home closings revenue
|
18
|
%
|
|
23
|
%
|
|
25
|
%
|
|
34
|
%
|
|
|
20
|
%
|
|
23
|
%
|
|
23
|
%
|
|
34
|
%
|
Income before income taxes
|
22
|
%
|
|
29
|
%
|
|
37
|
%
|
|
12
|
%
|
|
|
15
|
%
|
|
22
|
%
|
|
22
|
%
|
|
41
|
%
|
Net income
(1)
|
23
|
%
|
|
28
|
%
|
|
45
|
%
|
|
4
|
%
|
|
|
20
|
%
|
|
32
|
%
|
|
31
|
%
|
|
17
|
%
|
•
|
to utilize mortgage finance as a sales tool in the home sale process to ensure a consistent customer experience and assist in maintaining home production efficiency; and
|
•
|
to control and analyze our sales order backlog quality and to better manage projected home closing and delivery dates for our customers.
|
•
|
short- and long-term interest rates;
|
•
|
the availability and cost of financing for homebuyers;
|
•
|
federal and state income tax laws, including limitations on, or the elimination of, the deduction of mortgage interest or property tax payments;
|
•
|
employment levels, job and personal income growth and household debt-to-income levels;
|
•
|
consumer confidence generally and the confidence of potential homebuyers in particular;
|
•
|
the ability of existing homeowners to sell their existing homes at prices that are acceptable to them;
|
•
|
the U.S. and global financial system and credit markets, including stock market and credit market volatility;
|
•
|
private and federal mortgage financing programs and federal and state regulation of lending practices;
|
•
|
housing demand from population growth, household formations and demographic changes (including immigration levels and trends or other costs of home ownership in urban and suburban migration);
|
•
|
demand from foreign buyers for our homes, which may fluctuate according to economic circumstances in foreign countries;
|
•
|
the supply of available new or existing homes and other housing alternatives, such as apartments and other residential rental property;
|
•
|
real estate taxes;
|
•
|
energy prices; and
|
•
|
the supply of developable land in our markets and in the United States generally.
|
•
|
work stoppages resulting from labor disputes;
|
•
|
shortages of and competition for qualified trades people, such as carpenters, roofers, electricians and plumbers;
|
•
|
changes in laws relating to union organizing activity;
|
•
|
changes in immigration laws and policies and trends with respect to labor force migration; and
|
•
|
increases in subcontractor and professional services costs.
|
•
|
timing of home deliveries and land sales;
|
•
|
the changing composition and mix of our asset portfolio; and
|
•
|
weather-related issues.
|
•
|
severe weather;
|
•
|
natural disasters;
|
•
|
climate change;
|
•
|
shortages in the availability or increased costs in obtaining land, equipment, labor or building supplies;
|
•
|
unemployment;
|
•
|
changes to the population growth rates and therefore the demand for homes in these regions; and
|
•
|
changes in the regulatory and fiscal environment.
|
•
|
difficulties in assimilating the operations and personnel of acquired companies or businesses;
|
•
|
diversion of our management’s attention from ongoing business concerns;
|
•
|
our potential inability to maximize our financial and strategic position through the successful incorporation or disposition of operations;
|
•
|
maintenance of uniform standards, controls, procedures and policies; and
|
•
|
impairment of existing relationships with employees, contractors, suppliers and customers as a result of the integration of new management personnel and cost-saving initiatives.
|
•
|
making it more difficult for us to satisfy our obligations with respect to our debt or to our trade or other creditors;
|
•
|
increasing our vulnerability to adverse economic or industry conditions;
|
•
|
limiting our ability to obtain additional financing to fund capital expenditures and land acquisitions, particularly when the availability of financing in the capital markets is limited;
|
•
|
requiring us to pay higher interest rates upon refinancing or on our variable rate indebtedness if interest rates rise;
|
•
|
requiring a substantial portion of our cash flows from operations and the proceeds of any capital markets offerings or loan borrowings for the payment of interest on our debt thus reducing our ability to use our cash flows to fund working capital, capital expenditures, land acquisitions and general corporate requirements;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
|
•
|
placing us at a competitive disadvantage to less leveraged competitors.
|
•
|
incur or guarantee additional indebtedness;
|
•
|
make certain investments;
|
•
|
repurchase equity or subordinated indebtedness;
|
•
|
pay dividends or make distributions on our capital stock;
|
•
|
sell assets, including capital stock of restricted subsidiaries;
|
•
|
agree to restrictions on distributions, transfers or dividends affecting our restricted subsidiaries;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
enter into transactions with our affiliates;
|
•
|
incur liens; and
|
•
|
designate any of our subsidiaries as unrestricted subsidiaries.
|
•
|
the sole ability of the board of directors to fill a vacancy created by the expansion of the board of directors;
|
•
|
advance notice requirements for stockholder proposals and director nominations;
|
•
|
limitations on the ability of stockholders to call special meetings and to take action by written consent;
|
•
|
in certain cases, the approval of holders of at least three-fourths of the shares entitled to vote generally on the making, alteration, amendment or repeal of our certificate of incorporation or bylaws will be required to adopt, amend or repeal our bylaws, or amend or repeal certain provisions of our certificate of incorporation;
|
•
|
the required approval of holders of at least three-fourths of the shares entitled to vote at an election of the directors to remove directors, which removal may only be for cause; and
|
•
|
the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
||||||||||||
TMHC
|
$
|
100.00
|
|
|
$
|
81.99
|
|
|
$
|
69.44
|
|
|
$
|
83.59
|
|
|
$
|
106.21
|
|
|
$
|
70.82
|
|
S&P 500
|
100.00
|
|
|
129.68
|
|
|
128.73
|
|
|
141.01
|
|
|
168.39
|
|
|
135.63
|
|
||||||
S&P Homebuilding Index
|
100.00
|
|
|
116.13
|
|
|
116.06
|
|
|
114.94
|
|
|
150.29
|
|
|
97.66
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
4,227,393
|
|
|
$
|
3,885,290
|
|
|
$
|
3,550,029
|
|
|
$
|
2,976,820
|
|
|
$
|
2,708,432
|
|
Gross margin
|
738,193
|
|
|
738,929
|
|
|
680,279
|
|
|
567,915
|
|
|
566,246
|
|
|||||
Income tax provision
(1)
|
63,036
|
|
|
179,006
|
|
|
107,643
|
|
|
90,001
|
|
|
76,395
|
|
|||||
Net income from continuing operations
|
210,480
|
|
|
176,650
|
|
|
206,563
|
|
|
170,986
|
|
|
225,599
|
|
|||||
Income from discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
58,059
|
|
|
41,902
|
|
|||||
Net income before allocation to non-controlling interests
|
210,480
|
|
|
176,650
|
|
|
206,563
|
|
|
229,045
|
|
|
267,501
|
|
|||||
Net (income) / loss attributable to non-controlling interests – joint ventures
|
(533
|
)
|
|
(430
|
)
|
|
(1,294
|
)
|
|
(1,681
|
)
|
|
(1,648
|
)
|
|||||
Net income before non-controlling interests – Principal Equityholders
|
209,947
|
|
|
176,220
|
|
|
205,269
|
|
|
227,364
|
|
|
265,853
|
|
|||||
Net (income) / loss from continuing operations attributable to non-controlling interests – Former Principal Equityholders
|
(3,583
|
)
|
|
(85,000
|
)
|
|
(152,653
|
)
|
|
(123,909
|
)
|
|
(163,790
|
)
|
|||||
Net income from discontinued operations attributable to non-controlling interests – Former Principal Equityholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,406
|
)
|
|
(30,594
|
)
|
|||||
Net income available to Taylor Morrison Home Corporation
|
$
|
206,364
|
|
|
$
|
91,220
|
|
|
$
|
52,616
|
|
|
$
|
61,049
|
|
|
$
|
71,469
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
1.85
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
|
$
|
1.38
|
|
|
$
|
1.83
|
|
Discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.47
|
|
|
0.34
|
|
|||||
Net income available to Taylor Morrison Home Corporation
(1)
|
$
|
1.85
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
|
$
|
1.85
|
|
|
$
|
2.17
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
1.83
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
|
$
|
1.38
|
|
|
$
|
1.83
|
|
Discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.47
|
|
|
0.34
|
|
|||||
Net income available to Taylor Morrison Home Corporation
(1)
|
$
|
1.83
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
|
$
|
1.85
|
|
|
$
|
2.17
|
|
Weighted average number of shares of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
111,743
|
|
|
62,061
|
|
|
31,084
|
|
|
33,063
|
|
|
32,937
|
|
|||||
Diluted
|
115,119
|
|
|
120,915
|
|
|
120,832
|
|
|
122,384
|
|
|
122,313
|
|
|
As of December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
(1)
|
$
|
329,645
|
|
|
$
|
573,925
|
|
|
$
|
300,179
|
|
|
$
|
126,188
|
|
|
$
|
234,217
|
|
Real estate inventory
|
3,980,565
|
|
|
2,959,236
|
|
|
3,017,219
|
|
|
3,126,787
|
|
|
2,518,321
|
|
|||||
Total assets
|
5,264,441
|
|
|
4,325,893
|
|
|
4,220,926
|
|
|
4,122,447
|
|
|
4,111,798
|
|
|||||
Total debt
|
2,209,596
|
|
|
1,498,062
|
|
|
1,586,533
|
|
|
1,668,425
|
|
|
1,715,791
|
|
|||||
Total stockholders’ equity
|
2,418,735
|
|
|
2,346,545
|
|
|
2,160,202
|
|
|
1,972,677
|
|
|
1,777,161
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average active selling communities
|
307
|
|
|
297
|
|
|
309
|
|
|
259
|
|
|
206
|
|
|||||
Net sales orders (units)
|
8,400
|
|
|
8,397
|
|
|
7,504
|
|
|
6,681
|
|
|
5,728
|
|
|||||
Home closings (units)
|
8,760
|
|
|
8,032
|
|
|
7,369
|
|
|
6,311
|
|
|
5,642
|
|
|||||
Average sales price of homes closed
|
$
|
470
|
|
|
$
|
473
|
|
|
$
|
465
|
|
|
$
|
458
|
|
|
$
|
464
|
|
Backlog value at end of period
|
$
|
2,079,569
|
|
|
$
|
1,702,071
|
|
|
$
|
1,531,910
|
|
|
$
|
1,392,973
|
|
|
$
|
1,099,767
|
|
Backlog units at end of period
|
4,158
|
|
|
3,496
|
|
|
3,131
|
|
|
2,932
|
|
|
2,252
|
|
East
|
|
Atlanta, Charlotte, Chicago, Jacksonville, Orlando, Raleigh, Southwest Florida, and Tampa
|
Central
|
|
Austin, Dallas, Denver, and Houston
|
West
|
|
Bay Area, Phoenix, Sacramento, and Southern California
|
Financial Services
|
|
TMHF and Inspired Title
|
•
|
In January 2018, we completed our final series of public offerings and repurchases of our Class A common Stock from TPG and Oaktree, resulting in a fully floated public company.
|
•
|
On January 26, 2018 we amended the maturity date of our Revolving Credit Facility from April 2019 to January 2022 allowing incremental financial flexibility. On June 29, 2018, we further amended the Revolving Credit Facility to increase the borrowing capacity to
$600.0 million
.
|
•
|
We generated
$4.2 billion
in total revenue and
$4.1 billion
in home closings revenue for the year ended December 31, 2018, increases of 8.8% and
8.3%
, respectively, compared to the prior year's total revenue and home closings revenue.
|
•
|
Net income before allocation to non-controlling interest and diluted earnings per share for the year ended December 31, 2018 was
$210.5 million
and $1.83 compared to
$176.7 million
and $1.47 for the year ended December 31, 2017.
|
•
|
Adjusting for the effects of significant and unusual items
(1)
, net income before allocation to non-controlling interest and diluted earnings per share for the year ended December 31, 2018 was $305.5 million and $2.65, respectively.
|
•
|
On October 2, 2018 we completed the Acquisition of AV Homes for total consideration of $534.9 million.
|
•
|
On October 2, 2018, we entered into a 364-Day Credit agreement and borrowed $200.0 million to facilitate the Acquisition. In addition, we assumed AV Homes' senior notes due 2022 in the principal amount of $400.0 million.
|
•
|
On October 26, 2018, we completed a holding company reorganization in order to simplify our capital and tax structure and increase our operational flexibility.
|
•
|
On November 21, 2018, our Board of Directors authorized an increase in the amount available for repurchases under our stock repurchase program by an additional $100 million and extension of the program authorization until December 31, 2019. As of February 11, 2019, we had repurchased an aggregate of 11.7 million shares of Class A Common Stock in open market purchases which excludes shares repurchased from our Former Principal Equityholders.
|
•
|
During 2018, our operations were located in nine states with
307
average active communities.
|
•
|
We closed 9.1% more homes during 2018 compared to 2017.
|
•
|
Average sales price of homes closed was $470,000 for the year ended December 31, 2018.
|
•
|
We ended
2018
with $
2.1 billion
in sales order backlog.
|
•
|
At December 31, 2018, we owned and controlled approximately 57,000 lots.
|
•
|
For the last four consecutive years, we were awarded America’s Most Trusted Home Builder® by Lifestory Research.
|
•
|
We were recognized and awarded as one of the Best Places to Work by Glassdoor.
|
•
|
Revenue from closings of residential real estate is recognized when closings have occurred, the buyer has made the required minimum down payment, obtained necessary financing, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.
|
•
|
Revenue from land sales is recognized when a significant down payment is received, title passes and collectability of the receivable is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands, except per share information)
|
2018
|
|
2017
|
|
2016
|
||||||
Statements of Operations Data:
|
|
|
|
|
|
||||||
Home closings revenue, net
|
$
|
4,115,216
|
|
|
$
|
3,799,061
|
|
|
$
|
3,425,521
|
|
Land closings revenue
|
39,901
|
|
|
17,093
|
|
|
64,553
|
|
|||
Financial services revenue
|
67,758
|
|
|
69,136
|
|
|
59,955
|
|
|||
Amenity and other revenue
|
4,518
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
$
|
4,227,393
|
|
|
$
|
3,885,290
|
|
|
$
|
3,550,029
|
|
Cost of home closings
|
3,410,853
|
|
|
3,092,704
|
|
|
2,801,739
|
|
|||
Cost of land closings
|
33,458
|
|
|
12,005
|
|
|
35,912
|
|
|||
Financial services expenses
|
41,469
|
|
|
41,652
|
|
|
32,099
|
|
|||
Amenity and other expenses
|
3,420
|
|
|
—
|
|
|
—
|
|
|||
Total cost of revenues
|
$
|
3,489,200
|
|
|
$
|
3,146,361
|
|
|
$
|
2,869,750
|
|
Gross margin
|
738,193
|
|
|
738,929
|
|
|
680,279
|
|
|||
Sales, commissions and other marketing costs
|
278,455
|
|
|
259,663
|
|
|
239,556
|
|
|||
General and administrative expenses
|
138,488
|
|
|
130,777
|
|
|
122,207
|
|
|||
Equity in income of unconsolidated entities
|
(13,332
|
)
|
|
(8,846
|
)
|
|
(7,453
|
)
|
|||
Interest income, net
|
(1,639
|
)
|
|
(577
|
)
|
|
(184
|
)
|
|||
Other expense, net
|
11,816
|
|
|
2,256
|
|
|
11,947
|
|
|||
Transaction and corporate reorganization expenses
|
50,889
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
$
|
273,516
|
|
|
$
|
355,656
|
|
|
$
|
314,206
|
|
Income tax provision
|
63,036
|
|
|
179,006
|
|
|
107,643
|
|
|||
Net income before allocation to non-controlling interests
|
$
|
210,480
|
|
|
$
|
176,650
|
|
|
$
|
206,563
|
|
Net income attributable to non-controlling interests – joint ventures
|
(533
|
)
|
|
(430
|
)
|
|
(1,294
|
)
|
|||
Net income before non-controlling interests – Former Principal Equityholders
|
$
|
209,947
|
|
|
$
|
176,220
|
|
|
$
|
205,269
|
|
Net income from continuing operations attributable to non-controlling interests – Former Principal Equityholders
|
(3,583
|
)
|
|
(85,000
|
)
|
|
(152,653
|
)
|
|||
Net income available to Taylor Morrison Home Corporation
|
$
|
206,364
|
|
|
$
|
91,220
|
|
|
$
|
52,616
|
|
Home closings gross margin
|
17.1
|
%
|
|
18.6
|
%
|
|
18.2
|
%
|
|||
Interest amortized to cost of home closings
|
$
|
82,422
|
|
|
$
|
94,859
|
|
|
$
|
90,851
|
|
Average sales price per home closed
|
$
|
470
|
|
|
$
|
473
|
|
|
$
|
465
|
|
Sales, commissions and other marketing costs as a percentage of home closings revenue, net
|
6.8
|
%
|
|
6.8
|
%
|
|
7.0
|
%
|
|||
General and administrative expenses as a percentage of home closings revenue, net
|
3.4
|
%
|
|
3.4
|
%
|
|
3.6
|
%
|
|||
Effective tax rate
|
23.0
|
%
|
|
50.3%
|
|
|
34.3
|
%
|
|||
Earnings per common share -
|
|
|
|
|
|
||||||
Income from continuing operations - Basic
|
$
|
1.85
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
Income from continuing operations - Diluted
|
$
|
1.83
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income taxes
|
$
|
273,516
|
|
|
$
|
355,656
|
|
|
$
|
314,206
|
|
Significant and unusual items
(1)
|
44,700
|
|
|
—
|
|
|
—
|
|
|||
Transaction and corporate reorganization expenses
(2)
|
50,889
|
|
|
—
|
|
|
—
|
|
|||
Adjusted income before income taxes
|
$
|
369,105
|
|
|
$
|
355,656
|
|
|
$
|
314,206
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Net income available to TMHC
|
$
|
206,364
|
|
|
$
|
91,220
|
|
|
$
|
52,616
|
|
Significant and unusual items
(1)
|
44,700
|
|
|
—
|
|
|
—
|
|
|||
Transaction and corporate reorganization expenses
(2)
|
50,889
|
|
|
—
|
|
|
—
|
|
|||
Tax impact due to significant and unusual items and corporate reorganization expenses
|
(571
|
)
|
|
—
|
|
|
—
|
|
|||
Tax reform impact due to the revaluation of deferred assets and liabilities
|
—
|
|
|
57,425
|
|
|
—
|
|
|||
Tax reform impact due to the mandatory deemed repatriation of foreign earnings
|
—
|
|
|
3,553
|
|
|
—
|
|
|||
Adjustments to non-controlling interest - Former Principal Equityholders
|
(1,622
|
)
|
|
(29,341
|
)
|
|
$
|
—
|
|
||
Adjusted net income - Basic
|
$
|
299,760
|
|
|
$
|
122,857
|
|
|
$
|
52,616
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares
|
111,743
|
|
|
62,061
|
|
|
31,084
|
|
|||
Adjusted earnings per common share - Basic
|
$
|
2.68
|
|
|
$
|
1.98
|
|
|
$
|
1.69
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Net income available to TMHC
|
$
|
206,364
|
|
|
$
|
91,220
|
|
|
$
|
52,616
|
|
Net income attributable to non-controlling interests - Former Principal Equityholders
|
3,583
|
|
|
85,000
|
|
|
152,653
|
|
|||
Loss fully attributable to public holding company
|
540
|
|
|
3,128
|
|
|
211
|
|
|||
Net income - Diluted
|
210,487
|
|
|
179,348
|
|
|
205,480
|
|
|||
Significant and unusual items
|
44,700
|
|
|
—
|
|
|
—
|
|
|||
Transaction and corporate reorganization expense
|
50,889
|
|
|
—
|
|
|
—
|
|
|||
Tax impact due to significant and unusual items and corporate reorganization expenses
|
(571
|
)
|
|
—
|
|
|
—
|
|
|||
Tax reform impact due to the revaluation of deferred assets and liabilities
|
—
|
|
|
57,425
|
|
|
—
|
|
|||
Tax reform impact due to the mandatory deemed repatriation of foreign earnings
|
—
|
|
|
3,553
|
|
|
—
|
|
|||
Adjusted net income - Diluted
|
$
|
305,505
|
|
|
$
|
240,326
|
|
|
$
|
205,480
|
|
|
|
|
|
|
|
||||||
Diluted weighted average shares
|
115,119
|
|
|
120,915
|
|
|
120,832
|
|
|||
Adjusted earnings per common share - Diluted
|
$
|
2.65
|
|
|
$
|
1.98
|
|
|
$
|
1.69
|
|
(Dollars in thousands)
|
As of
December 31, 2018 |
||
Total debt
|
$
|
2,209,596
|
|
Less unamortized debt issuance premium, net
|
3,746
|
|
|
Less mortgage warehouse borrowings
|
130,353
|
|
|
Total homebuilding debt
|
$
|
2,075,497
|
|
Less cash and cash equivalents
|
329,645
|
|
|
Net homebuilding debt
|
$
|
1,745,852
|
|
Total equity
|
2,418,735
|
|
|
Total capitalization
|
$
|
4,164,587
|
|
|
|
||
Net homebuilding debt to capitalization ratio
|
41.9
|
%
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
Change
|
|||
East
|
134
|
|
|
130
|
|
|
3.1
|
%
|
Central
|
121
|
|
|
117
|
|
|
3.4
|
|
West
|
52
|
|
|
50
|
|
|
4.0
|
|
Total
|
307
|
|
|
297
|
|
|
3.4
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
(Dollars in thousands )
|
Net Homes Sold
|
|
Sales Value
|
|
Average Selling Price
|
|||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|||||||||||||
East
|
3,471
|
|
|
3,766
|
|
|
(7.8
|
)%
|
|
$
|
1,438,757
|
|
|
$
|
1,470,063
|
|
|
(2.1
|
)%
|
|
$
|
415
|
|
|
$
|
390
|
|
|
6.4
|
%
|
Central
|
2,697
|
|
|
2,391
|
|
|
12.8
|
|
|
1,300,630
|
|
|
1,124,273
|
|
|
15.7
|
|
|
482
|
|
|
470
|
|
|
2.6
|
|
||||
West
|
2,232
|
|
|
2,240
|
|
|
(0.4
|
)
|
|
1,356,634
|
|
|
1,335,015
|
|
|
1.6
|
|
|
608
|
|
|
596
|
|
|
2.0
|
|
||||
Total
|
8,400
|
|
|
8,397
|
|
|
—
|
%
|
|
$
|
4,096,021
|
|
|
$
|
3,929,351
|
|
|
4.2
|
%
|
|
$
|
488
|
|
|
$
|
468
|
|
|
4.3
|
%
|
|
Year Ended December 31,
|
||||
|
Cancellation Rate
(1)
|
||||
|
2018
|
|
2017
|
||
East
|
12.0
|
%
|
|
10.5
|
%
|
Central
|
13.6
|
|
|
12.9
|
|
West
|
14.2
|
|
|
12.3
|
|
Total Company
|
13.1
|
%
|
|
11.7
|
%
|
|
As of December 31,
|
|||||||||||||||||||||||||||||
(Dollars in thousands)
|
Sold Homes in Backlog
(1)
|
|
Sales Value
|
|
Average Selling Price
|
|||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|||||||||||||
East
|
1,638
|
|
|
1,513
|
|
|
8.3
|
%
|
|
$
|
724,564
|
|
|
$
|
634,949
|
|
|
14.1
|
%
|
|
$
|
442
|
|
|
$
|
420
|
|
|
5.2
|
%
|
Central
|
1,420
|
|
|
1,051
|
|
|
35.1
|
|
|
731,795
|
|
|
532,583
|
|
|
37.4
|
|
|
515
|
|
|
507
|
|
|
1.6
|
|
||||
West
|
1,100
|
|
|
932
|
|
|
18.0
|
|
|
623,210
|
|
|
534,539
|
|
|
16.6
|
|
|
567
|
|
|
574
|
|
|
(1.2
|
)
|
||||
Total
|
4,158
|
|
|
3,496
|
|
|
18.9
|
%
|
|
$
|
2,079,569
|
|
|
$
|
1,702,071
|
|
|
22.2
|
%
|
|
$
|
500
|
|
|
$
|
487
|
|
|
2.7
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
(Dollars in thousands)
|
Homes Closed
|
|
Home Closings Revenue, Net
|
|
Average Selling Price
|
|||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|||||||||||||
East
|
4,061
|
|
|
3,473
|
|
|
16.9
|
%
|
|
$
|
1,643,152
|
|
|
$
|
1,377,566
|
|
|
19.3
|
%
|
|
$
|
405
|
|
|
$
|
397
|
|
|
2.0
|
%
|
Central
|
2,380
|
|
|
2,298
|
|
|
3.6
|
|
|
1,126,446
|
|
|
1,102,189
|
|
|
2.2
|
|
|
473
|
|
|
480
|
|
|
(1.5
|
)
|
||||
West
|
2,319
|
|
|
2,261
|
|
|
2.6
|
|
|
1,345,618
|
|
|
1,319,306
|
|
|
2.0
|
|
|
580
|
|
|
584
|
|
|
(0.7
|
)
|
||||
Total
|
8,760
|
|
|
8,032
|
|
|
9.1
|
%
|
|
$
|
4,115,216
|
|
|
$
|
3,799,061
|
|
|
8.3
|
%
|
|
$
|
470
|
|
|
$
|
473
|
|
|
(0.6
|
)%
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
Change
|
||||||
East
|
$
|
18,753
|
|
|
$
|
6,298
|
|
|
$
|
12,455
|
|
Central
|
13,176
|
|
|
10,795
|
|
|
2,381
|
|
|||
West
|
7,972
|
|
|
—
|
|
|
7,972
|
|
|||
Total
|
$
|
39,901
|
|
|
$
|
17,093
|
|
|
$
|
22,808
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
Change
|
||||||
East
|
$
|
4,518
|
|
|
$
|
—
|
|
|
$
|
4,518
|
|
Central
|
—
|
|
|
—
|
|
|
—
|
|
|||
West
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
4,518
|
|
|
$
|
—
|
|
|
$
|
4,518
|
|
|
East
|
|
Central
|
|
West
|
|
Total
|
||||||||||||||||||||||||
|
For the Year Ended December 31,
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Home closings revenue, net
|
$
|
1,643,152
|
|
|
$
|
1,377,566
|
|
|
$
|
1,126,446
|
|
|
$
|
1,102,189
|
|
|
$
|
1,345,618
|
|
|
$
|
1,319,306
|
|
|
$
|
4,115,216
|
|
|
$
|
3,799,061
|
|
Cost of home closings
|
1,364,027
|
|
|
1,094,475
|
|
|
969,215
|
|
|
899,260
|
|
|
1,077,611
|
|
|
1,098,969
|
|
|
3,410,853
|
|
|
3,092,704
|
|
||||||||
Home closings gross margin
|
$
|
279,125
|
|
|
$
|
283,091
|
|
|
$
|
157,231
|
|
|
$
|
202,929
|
|
|
$
|
268,007
|
|
|
$
|
220,337
|
|
|
$
|
704,363
|
|
|
$
|
706,357
|
|
Inventory impairment
|
8,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,145
|
|
|
—
|
|
|
9,631
|
|
|
—
|
|
||||||||
Warranty charge
|
—
|
|
|
—
|
|
|
39,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,333
|
|
|
—
|
|
||||||||
Purchase accounting adjustments
|
(1,508
|
)
|
|
—
|
|
|
(1,303
|
)
|
|
—
|
|
|
(2,667
|
)
|
|
—
|
|
|
(5,478
|
)
|
|
—
|
|
||||||||
Adjusted home closings gross margin
|
$
|
286,103
|
|
|
$
|
283,091
|
|
|
$
|
195,261
|
|
|
$
|
202,929
|
|
|
$
|
266,485
|
|
|
$
|
220,337
|
|
|
$
|
747,849
|
|
|
$
|
706,357
|
|
Home closings gross margin as a percentage of home closings revenue
|
17.0
|
%
|
|
20.6
|
%
|
|
14.0
|
%
|
|
18.4
|
%
|
|
19.9
|
%
|
|
16.7
|
%
|
|
17.1
|
%
|
|
18.6
|
%
|
||||||||
Adjusted home closings gross margin as a percentage of home closings revenue
|
17.4
|
%
|
|
20.6
|
%
|
|
17.3
|
%
|
|
18.4
|
%
|
|
19.8
|
%
|
|
16.7
|
%
|
|
18.2
|
%
|
|
18.6
|
%
|
|
Year Ended
December 31,
|
|||||||||
(In thousands, except the number of loan originations)
|
2018
|
|
2017
|
|
Change
|
|||||
Financial services revenue
|
$
|
57,242
|
|
|
$
|
60,830
|
|
|
(5.9
|
)%
|
Financial services revenue - Other
|
2,349
|
|
|
1,755
|
|
|
33.8
|
%
|
||
Title services revenue
|
8,167
|
|
|
6,551
|
|
|
24.7
|
%
|
||
Total financial services revenue
|
67,758
|
|
|
69,136
|
|
|
(2.0
|
)%
|
||
Financial services equity in income of unconsolidated entities
|
5,316
|
|
|
5,965
|
|
|
(10.9
|
)%
|
||
Total income
|
73,074
|
|
|
75,101
|
|
|
(2.7
|
)%
|
||
Financial services expenses
|
41,469
|
|
|
41,652
|
|
|
(0.4
|
)%
|
||
Financial services income before income taxes
|
$
|
31,605
|
|
|
$
|
33,449
|
|
|
(5.5
|
)%
|
Total originations:
|
|
|
|
|
|
|
|
|||
Loans
|
4,471
|
|
|
4,668
|
|
|
(4.2
|
)%
|
||
Principal
|
$
|
1,557,367
|
|
|
$
|
1,590,488
|
|
|
(2.1
|
)%
|
|
Year Ended
December 31,
|
||
|
2018
|
|
2017
|
Supplemental data:
|
|
|
|
Average FICO score
|
747
|
|
745
|
Funded origination breakdown:
|
|
|
|
Government (FHA, VA, USDA)
|
16%
|
|
18%
|
Other agency
|
69%
|
|
66%
|
Total agency
|
85%
|
|
84%
|
Non-agency
|
15%
|
|
16%
|
Total funded originations
|
100%
|
|
100%
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
Change
|
|||
East
|
130
|
|
|
129
|
|
|
0.8
|
%
|
Central
|
117
|
|
|
117
|
|
|
—
|
|
West
|
50
|
|
|
63
|
|
|
(20.6
|
)
|
Total
|
297
|
|
|
309
|
|
|
(3.9
|
)%
|
|
Year Ended December 31,
(1)
|
|||||||||||||||||||||||||||||
(Dollars in thousands )
|
Net Homes Sold
|
|
Sales Value
|
|
Average Selling Price
|
|||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||||||||
East
|
3,766
|
|
|
3,158
|
|
|
19.3
|
%
|
|
$
|
1,470,063
|
|
|
$
|
1,223,046
|
|
|
20.2
|
%
|
|
$
|
390
|
|
|
$
|
387
|
|
|
0.8
|
%
|
Central
|
2,391
|
|
|
2,075
|
|
|
15.2
|
|
|
1,124,273
|
|
|
977,440
|
|
|
15.0
|
|
|
470
|
|
|
471
|
|
|
(0.2
|
)
|
||||
West
|
2,240
|
|
|
2,271
|
|
|
(1.4
|
)
|
|
1,335,015
|
|
|
1,281,266
|
|
|
4.2
|
|
|
596
|
|
|
564
|
|
|
5.7
|
|
||||
Total
|
8,397
|
|
|
7,504
|
|
|
11.9
|
%
|
|
$
|
3,929,351
|
|
|
$
|
3,481,752
|
|
|
12.9
|
%
|
|
$
|
468
|
|
|
$
|
464
|
|
|
0.9
|
%
|
|
Year Ended December 31,
|
||||
|
Cancellation Rate
(1)
|
||||
|
2017
|
|
2016
|
||
East
|
10.5
|
%
|
|
12.1
|
%
|
Central
|
12.9
|
|
|
15.5
|
|
West
|
12.3
|
|
|
13.7
|
|
Total Company
|
11.7
|
%
|
|
13.6
|
%
|
|
As of December 31,
|
|||||||||||||||||||||||||||||
(Dollars in thousands)
|
Sold Homes in Backlog
(1)
|
|
Sales Value
|
|
Average Selling Price
|
|||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||||||||
East
|
1,513
|
|
|
1,220
|
|
|
24.0
|
%
|
|
$
|
634,949
|
|
|
$
|
524,406
|
|
|
21.1
|
%
|
|
$
|
420
|
|
|
$
|
430
|
|
|
(2.3
|
)%
|
Central
|
1,051
|
|
|
958
|
|
|
9.7
|
|
|
532,583
|
|
|
494,243
|
|
|
7.8
|
|
|
507
|
|
|
516
|
|
|
(1.7
|
)
|
||||
West
|
932
|
|
|
953
|
|
|
(2.2
|
)
|
|
534,539
|
|
|
513,261
|
|
|
4.1
|
|
|
574
|
|
|
539
|
|
|
6.5
|
|
||||
Total
|
3,496
|
|
|
3,131
|
|
|
11.7
|
%
|
|
$
|
1,702,071
|
|
|
$
|
1,531,910
|
|
|
11.1
|
%
|
|
$
|
487
|
|
|
$
|
489
|
|
|
(0.4
|
)%
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
(Dollars in thousands)
|
Homes Closed
|
|
Home Closings Revenue, Net
|
|
Average Selling Price
|
|||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||||||||
East
|
3,473
|
|
|
2,902
|
|
|
19.7
|
%
|
|
$
|
1,377,566
|
|
|
$
|
1,119,334
|
|
|
23.1
|
%
|
|
$
|
397
|
|
|
$
|
386
|
|
|
2.8
|
%
|
Central
|
2,298
|
|
|
2,286
|
|
|
0.5
|
|
|
1,102,189
|
|
|
1,099,780
|
|
|
0.2
|
|
|
480
|
|
|
481
|
|
|
(0.2
|
)
|
||||
West
|
2,261
|
|
|
2,181
|
|
|
3.7
|
|
|
1,319,306
|
|
|
1,206,407
|
|
|
9.4
|
|
|
584
|
|
|
553
|
|
|
5.6
|
|
||||
Total
|
8,032
|
|
|
7,369
|
|
|
9.0
|
%
|
|
$
|
3,799,061
|
|
|
$
|
3,425,521
|
|
|
10.9
|
%
|
|
$
|
473
|
|
|
$
|
465
|
|
|
1.7
|
%
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
Change
|
||||||
East
|
$
|
6,298
|
|
|
$
|
21,043
|
|
|
$
|
(14,745
|
)
|
Central
|
10,795
|
|
|
29,753
|
|
|
(18,958
|
)
|
|||
West
|
—
|
|
|
13,757
|
|
|
(13,757
|
)
|
|||
Total
|
$
|
17,093
|
|
|
$
|
64,553
|
|
|
$
|
(47,460
|
)
|
|
East
|
|
Central
|
|
West
|
|
Total
|
||||||||||||||||||||||||
|
For the Year Ended December 31,
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Home closings revenue, net
|
$
|
1,377,566
|
|
|
$
|
1,119,334
|
|
|
$
|
1,102,189
|
|
|
$
|
1,099,780
|
|
|
$
|
1,319,306
|
|
|
$
|
1,206,407
|
|
|
$
|
3,799,061
|
|
|
$
|
3,425,521
|
|
Cost of home closings
|
1,094,475
|
|
|
892,914
|
|
|
899,260
|
|
|
902,084
|
|
|
1,098,969
|
|
|
1,006,741
|
|
|
3,092,704
|
|
|
2,801,739
|
|
||||||||
Home closings gross margin
|
283,091
|
|
|
226,420
|
|
|
202,929
|
|
|
197,696
|
|
|
220,337
|
|
|
199,666
|
|
|
706,357
|
|
|
623,782
|
|
||||||||
Home closings gross margin %
|
20.6
|
%
|
|
20.2
|
%
|
|
18.4
|
%
|
|
18.0
|
%
|
|
16.7
|
%
|
|
16.6
|
%
|
|
18.6
|
%
|
|
18.2
|
%
|
|
|
|
|
|
Closed Loans
|
|
Profit per Closed Loan
(1)
|
|
Aggregate
Loan Volume
(in millions)
|
|
Capture
Rate
|
|
Average FICO
|
|||||||
December 31, 2017
|
4,668
|
|
|
$
|
5,919
|
|
|
$
|
1,590.5
|
|
|
75
|
%
|
|
745
|
|
December 31, 2016
|
4,435
|
|
|
$
|
5,441
|
|
|
$
|
1,492.5
|
|
|
80
|
%
|
|
743
|
|
•
|
Borrowings under our Revolving Credit Facility;
|
•
|
Our various series of Senior Notes;
|
•
|
Mortgage warehouse facilities;
|
•
|
Project-level real estate financing (including non-recourse loans);
|
•
|
Performance, payment and completion surety bonds, and letters of credit; and
|
•
|
Cash generated from operations.
|
•
|
Cash generated from operations; and
|
•
|
Borrowings under our Revolving Credit Facility.
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
||||
Total Cash, excluding Restricted Cash
|
|
$
|
329,645
|
|
|
$
|
573,925
|
|
Total Revolving Credit Facility
|
|
600,000
|
|
|
500,000
|
|
||
Total 364-Day Credit Agreement
|
|
200,000
|
|
|
—
|
|
||
Letters of Credit Outstanding
|
|
(62,315
|
)
|
|
(47,126
|
)
|
||
Revolving Credit Facility Borrowings Outstanding
|
|
—
|
|
|
—
|
|
||
364-Day Credit Agreement Outstanding
|
|
(200,000
|
)
|
|
—
|
|
||
Revolving Credit Facility Availability
|
|
537,685
|
|
|
452,874
|
|
||
Total Liquidity
|
|
$
|
867,330
|
|
|
$
|
1,026,799
|
|
(Dollars in thousands)
|
Date Issued
|
|
Principal
Amount
|
|
Initial Offering
Price
|
|
Interest
Rate
|
|
Original Net Proceeds
|
|
Original Debt
Issuance
Cost
|
||||||||
Senior Notes due 2021
|
April 16, 2013
|
|
550,000
|
|
|
100.0
|
%
|
|
5.250
|
%
|
|
541,700
|
|
|
8,300
|
|
|||
Senior Notes due 2022
|
October 2, 2018
(1)
|
|
400,000
|
|
|
N/A
|
|
|
6.625
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Senior Notes due 2023
|
April 16, 2015
|
|
350,000
|
|
|
100.0
|
%
|
|
5.875
|
%
|
|
345,500
|
|
|
4,500
|
|
|||
Senior Notes due 2024
|
March 5, 2014
|
|
350,000
|
|
|
100.0
|
%
|
|
5.625
|
%
|
|
345,300
|
|
|
4,700
|
|
|||
Total
|
|
|
$
|
1,650,000
|
|
|
|
|
|
|
$
|
1,232,500
|
|
|
$
|
17,500
|
|
(Dollars in thousands)
|
December 31, 2018
|
||||||||||||
Facility
|
Amount
Drawn
|
|
Facility
Amount
|
|
Interest Rate
|
|
Expiration Date
|
|
Collateral
(1)
|
||||
Warehouse A
|
$
|
29,484
|
|
|
$
|
45,000
|
|
|
LIBOR + 1.75%
|
|
On Demand
|
|
Mortgage Loans
|
Warehouse B
|
38,164
|
|
|
85,000
|
|
|
LIBOR + 1.75%
|
|
On Demand
|
|
Mortgage Loans
|
||
Warehouse C
|
62,705
|
|
|
100,000
|
|
|
LIBOR + 1.95%
|
|
On Demand
|
|
Mortgage Loans and Restricted Cash
|
||
Total
|
$
|
130,353
|
|
|
$
|
230,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
December 31, 2017
|
||||||||||||
Facility
|
Amount
Drawn
|
|
Facility
Amount
|
|
Interest Rate
|
|
Expiration Date
|
|
Collateral
(1)
|
||||
Warehouse A
|
$
|
12,990
|
|
|
$
|
39,000
|
|
|
LIBOR + 2.25%
|
|
30 days written notice
|
|
Mortgage Loans
|
Warehouse B
|
41,447
|
|
|
85,000
|
|
|
LIBOR + 2.25%
|
|
On Demand
|
|
Mortgage Loans
|
||
Warehouse C
|
64,385
|
|
|
125,000
|
|
|
LIBOR + 2.375%
|
|
September 24, 2018
|
|
Mortgage Loans and Restricted Cash
|
||
Total
|
$
|
118,822
|
|
|
$
|
249,000
|
|
|
|
|
|
|
|
(1)
|
The mortgage warehouse borrowings outstanding as of
December 31, 2018
and
2017
, are collateralized by
$181.9 million
and
$187.0 million
, respectively, of mortgage loans held for sale, which comprise the balance of mortgage receivables, and
$1.6 million
and
$1.6 million
, respectively, of cash, which is restricted cash on our balance sheet.
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Letters of credit
(1)
|
$
|
62,315
|
|
|
$
|
47,126
|
|
Surety bonds
|
334,892
|
|
|
284,617
|
|
||
Total outstanding letters of credit and surety bonds
|
$
|
397,207
|
|
|
$
|
331,743
|
|
(Dollars in thousands)
|
Payments Due by Period
|
||||||||||||||||||
|
Totals
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Operating lease obligations
|
$
|
39,092
|
|
|
$
|
10,342
|
|
|
$
|
13,509
|
|
|
$
|
8,318
|
|
|
$
|
6,923
|
|
Unrecognized tax benefit obligations including interest and penalties
|
3,344
|
|
|
—
|
|
|
3,344
|
|
|
—
|
|
|
—
|
|
|||||
Land purchase contracts and lot options
|
393,831
|
|
|
223,185
|
|
|
155,781
|
|
|
12,253
|
|
|
2,612
|
|
|||||
364-Day Credit Agreement
(1)
|
200,000
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Senior notes
(1)
|
1,650,000
|
|
|
—
|
|
|
550,000
|
|
|
750,000
|
|
|
350,000
|
|
|||||
Other debt outstanding
(1)
|
355,850
|
|
|
242,160
|
|
|
58,946
|
|
|
16,719
|
|
|
38,025
|
|
|||||
Estimated interest expense
(2)
|
431,296
|
|
|
109,942
|
|
|
192,568
|
|
|
107,374
|
|
|
21,412
|
|
|||||
Totals
|
$
|
3,073,413
|
|
|
$
|
785,629
|
|
|
$
|
974,148
|
|
|
$
|
894,664
|
|
|
$
|
418,972
|
|
(1)
|
As of
December 31, 2018
total debt outstanding included
$200.0 million
aggregate principal amount of borrowings under the 364-Day Credit Agreement,
$550.0 million
aggregate principal amount of 2021 Senior Notes,
$400.0 million
aggregate principal amount of 2022 Senior Notes,
$350.0 million
aggregate principal amount of 2023 Senior Notes,
$350.0 million
aggregate principal amount of 2024 Senior Notes,
$130.4 million
of mortgage borrowings by TMHF, and
$225.5 million
of loans and other borrowings. Scheduled maturities of certain loans and other borrowings as of
December 31, 2018
reflect estimates of anticipated lot take-downs associated with such loans.
|
(2)
|
Estimated interest expense amounts for debt outstanding at the respective contractual interest rates, the weighted average of which was
5.8%
as of
December 31, 2018
.
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
East
|
$
|
—
|
|
|
$
|
29,316
|
|
Central
|
35,476
|
|
|
32,874
|
|
||
West
|
100,693
|
|
|
126,559
|
|
||
Financial Services
|
4,372
|
|
|
3,615
|
|
||
Total
|
$
|
140,541
|
|
|
$
|
192,364
|
|
|
Expected Maturity Date
|
|
|
|
|
|
Fair
Value
|
||||||||||||||||||||||||
(Dollars in millions, except percentage data)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
Fixed Rate Debt
|
$
|
111.8
|
|
|
$
|
26.1
|
|
|
$
|
582.9
|
|
|
$
|
408.9
|
|
|
$
|
357.8
|
|
|
$
|
388.0
|
|
|
$
|
1,875.5
|
|
|
$
|
1,852.4
|
|
Weighted average interest rate
(1)
|
2.2
|
%
|
|
2.2
|
%
|
|
5.6
|
%
|
|
5.7
|
%
|
|
5.7
|
%
|
|
5.4
|
%
|
|
5.4
|
%
|
|
—
|
%
|
||||||||
Variable rate debt
(2)
|
$
|
330.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
330.4
|
|
|
$
|
330.4
|
|
|||||
Average interest rate
|
3.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.7
|
%
|
|
—
|
%
|
|
Page
Number
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
329,645
|
|
|
$
|
573,925
|
|
Restricted cash
|
2,214
|
|
|
1,578
|
|
||
Total cash, cash equivalents, and restricted cash
|
331,859
|
|
|
575,503
|
|
||
Real estate inventory:
|
|
|
|
||||
Owned inventory
|
3,965,306
|
|
|
2,956,709
|
|
||
Real estate not owned
|
15,259
|
|
|
2,527
|
|
||
Total real estate inventory
|
3,980,565
|
|
|
2,959,236
|
|
||
Land deposits
|
57,929
|
|
|
49,768
|
|
||
Mortgage loans held for sale
|
181,897
|
|
|
187,038
|
|
||
Derivative assets
|
1,838
|
|
|
1,584
|
|
||
Prepaid expenses and other assets, net
|
98,225
|
|
|
72,334
|
|
||
Other receivables, net
|
86,587
|
|
|
94,488
|
|
||
Investments in unconsolidated entities
|
140,541
|
|
|
192,364
|
|
||
Deferred tax assets, net
|
145,076
|
|
|
118,138
|
|
||
Property and equipment, net
|
86,736
|
|
|
7,112
|
|
||
Intangible assets, net
|
1,072
|
|
|
2,130
|
|
||
Goodwill
|
152,116
|
|
|
66,198
|
|
||
Total assets
|
$
|
5,264,441
|
|
|
$
|
4,325,893
|
|
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
151,586
|
|
|
$
|
140,165
|
|
Accrued expenses and other liabilities
|
266,686
|
|
|
201,540
|
|
||
Income taxes payable
|
—
|
|
|
4,525
|
|
||
Customer deposits
|
165,432
|
|
|
132,529
|
|
||
Estimated development liability
|
37,147
|
|
|
—
|
|
||
Senior notes, net
|
1,653,746
|
|
|
1,239,787
|
|
||
Loans payable and other borrowings
|
225,497
|
|
|
139,453
|
|
||
Revolving credit facility borrowings
|
200,000
|
|
|
—
|
|
||
Mortgage warehouse borrowings
|
130,353
|
|
|
118,822
|
|
||
Liabilities attributable to real estate not owned
|
15,259
|
|
|
2,527
|
|
||
Total liabilities
|
2,845,706
|
|
|
1,979,348
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 20)
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Class A common stock, $0.00001 par value, 400,000,000 shares authorized,
124,519,942 and 85,449,253 shares issued, 112,965,856 and 82,399,996 shares outstanding as of December 31, 2018 and December 31, 2017, respectively |
1
|
|
|
1
|
|
||
Class B common stock, $0.00001 par value, 200,000,000 shares authorized. Zero shares issued and outstanding as of December 31, 2018. 37,179,616 shares issued and outstanding as of December 31, 2017.
|
—
|
|
|
—
|
|
||
Preferred stock, $0.00001 par value, 50,000,000 shares authorized, no shares issued and outstanding as of December 31, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,071,579
|
|
|
1,341,873
|
|
||
Treasury stock at cost, 11,554,084 and 3,049,257 shares as of December 31, 2018 and December 31, 2017, respectively
|
(186,087
|
)
|
|
(47,622
|
)
|
||
Retained earnings
|
527,698
|
|
|
319,833
|
|
||
Accumulated other comprehensive income (loss)
|
2,001
|
|
|
(17,968
|
)
|
||
Total stockholders’ equity attributable to Taylor Morrison Home Corporation
|
2,415,192
|
|
|
1,596,117
|
|
||
Non-controlling interests — joint ventures
|
3,543
|
|
|
1,663
|
|
||
Non-controlling interests — Former Principal Equityholders
|
—
|
|
|
748,765
|
|
||
Total stockholders’ equity
|
2,418,735
|
|
|
2,346,545
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,264,441
|
|
|
$
|
4,325,893
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Home closings revenue, net
|
$
|
4,115,216
|
|
|
$
|
3,799,061
|
|
|
$
|
3,425,521
|
|
Land closings revenue
|
39,901
|
|
|
17,093
|
|
|
64,553
|
|
|||
Financial services revenue
|
67,758
|
|
|
69,136
|
|
|
59,955
|
|
|||
Amenity and other revenue
|
4,518
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
4,227,393
|
|
|
3,885,290
|
|
|
3,550,029
|
|
|||
Cost of home closings
|
3,410,853
|
|
|
3,092,704
|
|
|
2,801,739
|
|
|||
Cost of land closings
|
33,458
|
|
|
12,005
|
|
|
35,912
|
|
|||
Financial services expenses
|
41,469
|
|
|
41,652
|
|
|
32,099
|
|
|||
Amenity and other expenses
|
3,420
|
|
|
—
|
|
|
—
|
|
|||
Total cost of revenues
|
3,489,200
|
|
|
3,146,361
|
|
|
2,869,750
|
|
|||
Gross margin
|
738,193
|
|
|
738,929
|
|
|
680,279
|
|
|||
Sales, commissions and other marketing costs
|
278,455
|
|
|
259,663
|
|
|
239,556
|
|
|||
General and administrative expenses
|
138,488
|
|
|
130,777
|
|
|
122,207
|
|
|||
Equity in income of unconsolidated entities
|
(13,332
|
)
|
|
(8,846
|
)
|
|
(7,453
|
)
|
|||
Interest income, net
|
(1,639
|
)
|
|
(577
|
)
|
|
(184
|
)
|
|||
Other expense, net
|
11,816
|
|
|
2,256
|
|
|
11,947
|
|
|||
Transaction and corporate reorganization expenses
|
50,889
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
273,516
|
|
|
355,656
|
|
|
314,206
|
|
|||
Income tax provision
|
63,036
|
|
|
179,006
|
|
|
107,643
|
|
|||
Net income before allocation to non-controlling interests
|
210,480
|
|
|
176,650
|
|
|
206,563
|
|
|||
Net income attributable to non-controlling interests — joint ventures
|
(533
|
)
|
|
(430
|
)
|
|
(1,294
|
)
|
|||
Net income before allocation to non-controlling interests — Former Principal Equityholders
|
209,947
|
|
|
176,220
|
|
|
205,269
|
|
|||
Net income attributable to non-controlling interests — Former Principal Equityholders
|
(3,583
|
)
|
|
(85,000
|
)
|
|
(152,653
|
)
|
|||
Net income available to Taylor Morrison Home Corporation
|
$
|
206,364
|
|
|
$
|
91,220
|
|
|
$
|
52,616
|
|
Earnings per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
1.85
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
Diluted
|
$
|
1.83
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
Weighted average number of shares of common stock:
|
|
|
|
|
|
||||||
Basic
|
111,743
|
|
|
62,061
|
|
|
31,084
|
|
|||
Diluted
|
115,119
|
|
|
120,915
|
|
|
120,832
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income before non-controlling interests, net of tax
|
$
|
210,480
|
|
|
$
|
176,650
|
|
|
$
|
206,563
|
|
Post-retirement benefits adjustments, net of tax
|
(81
|
)
|
|
21
|
|
|
(244
|
)
|
|||
Comprehensive income
|
210,399
|
|
|
176,671
|
|
|
206,319
|
|
|||
Comprehensive income attributable to non-controlling interests — joint ventures
|
(533
|
)
|
|
(430
|
)
|
|
(1,294
|
)
|
|||
Comprehensive income attributable to non-controlling interests — Former Principal Equityholders
|
(3,583
|
)
|
|
(85,000
|
)
|
|
(152,401
|
)
|
|||
Comprehensive income available to Taylor Morrison Home Corporation
|
$
|
206,283
|
|
|
$
|
91,241
|
|
|
$
|
52,624
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Stockholders’ Equity
|
|||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Non-controlling
Interest - Joint
Venture
|
|
Non-controlling
Interests
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||||||
Balance — December 31, 2015
|
32,224,421
|
|
|
$
|
—
|
|
|
89,108,569
|
|
|
$
|
1
|
|
|
$
|
376,898
|
|
|
934,434
|
|
|
$
|
(14,981
|
)
|
|
$
|
175,997
|
|
|
$
|
(17,997
|
)
|
|
$
|
6,398
|
|
|
$
|
1,446,361
|
|
|
$
|
1,972,677
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,616
|
|
|
—
|
|
|
1,294
|
|
|
152,653
|
|
|
206,563
|
|
|||||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(252
|
)
|
|
(244
|
)
|
|||||||||
Exchange of New TMM Units and corresponding number of Class B Common Stock
|
159,863
|
|
|
—
|
|
|
(159,863
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Cancellation of forfeited New TMM Units and corresponding number of Class B Common Stock
|
—
|
|
|
—
|
|
|
(6,654
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exercise of stock options
|
7,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||||||
Issuance of restricted stock units, net of shares withheld for tax
|
13,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Repurchase of common stock
|
(1,918,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,918,999
|
|
|
(28,543
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,543
|
)
|
|||||||||
Share based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,105
|
|
|
10,912
|
|
|||||||||
Changes in non-controlling interest in consolidated joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,167
|
)
|
|
—
|
|
|
(1,309
|
)
|
|||||||||
Balance — December 31, 2016
|
30,486,858
|
|
|
—
|
|
|
88,942,052
|
|
|
1
|
|
|
384,709
|
|
|
2,853,433
|
|
|
(43,524
|
)
|
|
228,613
|
|
|
(17,989
|
)
|
|
1,525
|
|
|
1,606,867
|
|
|
2,160,202
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,220
|
|
|
—
|
|
|
430
|
|
|
85,000
|
|
|
176,650
|
|
|||||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||||||
Exchange of New TMM Units and corresponding number of Class B Common Stock
|
260,389
|
|
|
—
|
|
|
(260,389
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Cancellation of forfeited New TMM Units and corresponding number of Class B Common Stock
|
—
|
|
|
—
|
|
|
(2,047
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exercise of stock options
|
288,808
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,235
|
|
|||||||||
Issuance of restricted stock units, net of shares withheld for tax
|
59,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||||||||
Repurchase of common stock
|
(195,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,824
|
|
|
(4,098
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,098
|
)
|
|||||||||
Exchange of (repurchase) of B shares from secondary offerings
|
51,500,000
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
946,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
946,431
|
|
|||||||||
Repurchase of New TMM Units from principal equityholders
|
—
|
|
|
—
|
|
|
(51,500,000
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(948,883
|
)
|
|
(948,884
|
)
|
|||||||||
Share based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,806
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,781
|
|
|
11,587
|
|
|||||||||
Changes in non-controlling interest in consolidated joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(292
|
)
|
|
—
|
|
|
(292
|
)
|
Balance — December 31, 2017
|
82,399,996
|
|
|
1
|
|
|
37,179,616
|
|
|
—
|
|
|
1,341,873
|
|
|
3,049,257
|
|
|
(47,622
|
)
|
|
$
|
319,833
|
|
|
$
|
(17,968
|
)
|
|
1,663
|
|
|
$
|
748,765
|
|
|
2,346,545
|
|
||||||
Cumulative-effect adjustment to Retained Earnings related to adoption of ASU No. 2014-09 (see Note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,501
|
|
|
|
|
|
|
|
|
1,501
|
|
|||||||||||||||||||
Net income
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
206,364
|
|
|
|
|
533
|
|
|
3,583
|
|
|
210,480
|
|
||||||||||||||
Other comprehensive (loss) income
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
(81
|
)
|
|
|
|
—
|
|
|
(81
|
)
|
|||||||||||||||
Exchange of New TMM Units and corresponding number of Class B Common Stock
|
20,487
|
|
|
|
|
(20,487
|
)
|
|
|
|
1,293
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,293
|
)
|
|
—
|
|
||||||||||||||||
TMHC repurchase and cancellation of New TMM Units and corresponding Class B Common Stock from Former Principal Equityholders
|
—
|
|
|
|
|
(7,588,771
|
)
|
|
|
|
(201,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(201,775
|
)
|
||||||||||||||||
Exercise of stock options
|
118,992
|
|
|
|
|
—
|
|
|
|
|
1,887
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,887
|
|
||||||||||||||||
Issuance of restricted stock units, net of shares withheld for tax
|
409,681
|
|
|
|
|
—
|
|
|
|
|
(1,572
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1,572
|
)
|
||||||||||||||||
Exchange of B shares from public offerings
|
28,706,924
|
|
|
|
|
—
|
|
|
|
|
729,954
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
729,954
|
|
||||||||||||||||
Repurchase of New TMM Units from Former Principal Equityholders
|
—
|
|
|
|
|
(28,706,924
|
)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
(730,964
|
)
|
|
(730,964
|
)
|
||||||||||||||||
Issuance of Class A common stock in connection with business acquisition
|
8,951,169
|
|
|
|
|
—
|
|
|
|
|
158,704
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
158,704
|
|
||||||||||||||||
Repurchase of common stock
|
(8,504,827
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
8,504,827
|
|
|
(138,465
|
)
|
|
|
|
|
|
|
|
—
|
|
|
(138,465
|
)
|
||||||||||||||
Share based compensation
|
—
|
|
|
|
|
—
|
|
|
|
|
20,703
|
|
|
|
|
|
|
|
|
|
|
|
|
421
|
|
|
21,124
|
|
||||||||||||||||
Changes in non-controlling interests of consolidated joint ventures
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
1,347
|
|
|
—
|
|
|
1,347
|
|
|||||||||||||||
Realized loss on foreign currency translation
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
20,050
|
|
|
|
|
—
|
|
|
20,050
|
|
|||||||||||||||
Liquidation of Class B common stock in connection with holding company reorganization
|
863,434
|
|
|
|
|
(863,434
|
)
|
|
|
|
20,512
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,512
|
)
|
|
—
|
|
||||||||||||||||
Balance — December 31, 2018
|
112,965,856
|
|
|
$
|
1
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,071,579
|
|
|
11,554,084
|
|
|
$
|
(186,087
|
)
|
|
$
|
527,698
|
|
|
$
|
2,001
|
|
|
$
|
3,543
|
|
|
$
|
—
|
|
|
$
|
2,418,735
|
|
Income taxes paid, net
|
$
|
(63,484
|
)
|
|
$
|
(96,525
|
)
|
|
$
|
(107,961
|
)
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Change in loans payable issued to sellers in connection with land purchase contracts
|
$
|
146,427
|
|
|
$
|
66,685
|
|
|
$
|
63,075
|
|
Change in inventory not owned
|
$
|
12,732
|
|
|
$
|
(3,725
|
)
|
|
$
|
(1,669
|
)
|
Original accrual of contingent consideration for business combinations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
380
|
|
Change in Prepaid expenses and other assets, net due to adoption of ASU 2014-09
|
$
|
(32,004
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Change in Property and equipment, net due to adoption of ASU 2014-09
|
$
|
32,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock in connection with business acquisition
|
$
|
158,704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net non-cash distributions from unconsolidated entities
|
$
|
29,510
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Revenue from closings of residential real estate is recognized when closings have occurred, the buyer has made the required minimum down payment, obtained necessary financing, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.
|
•
|
Revenue from land sales is recognized when a significant down payment is received, title passes and collectability of the receivable is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.
|
(Dollars in thousands)
|
AV Homes
|
||
Acquisition Date
|
October 2, 2018
|
||
Assets acquired
|
|
||
Real estate inventory
|
$
|
778,174
|
|
Prepaid expenses and other assets
(1)
|
106,612
|
|
|
Deferred tax assets, net
|
71,411
|
|
|
Property and equipment
|
50,996
|
|
|
Goodwill
(2)
|
85,918
|
|
|
Total assets
|
$
|
1,093,111
|
|
|
|
||
Less liabilities assumed
|
|
||
Accrued expenses and other liabilities
|
$
|
94,308
|
|
Customer deposits
|
14,130
|
|
|
Estimated development liability
(3)
|
37,230
|
|
|
Senior notes, net
|
412,520
|
|
|
Net assets acquired
|
$
|
534,923
|
|
|
As Adjusted for the Year Ended December 31,
|
||||||
(Dollars in thousands except per share data)
|
2018
|
|
2017
|
||||
Pro forma total revenues
|
$
|
4,780,138
|
|
|
$
|
4,728,543
|
|
|
|
|
|
||||
Pro forma net income
|
$
|
231,270
|
|
|
$
|
134,694
|
|
Pro forma net income attributable to non-controlling interests — joint ventures
|
(533
|
)
|
|
(430
|
)
|
||
Pro forma net income attributable to non-controlling interest - Former Principal Equityholders
|
(3,713
|
)
|
|
(60,642
|
)
|
||
Pro forma net income available to TMHC - Basic
|
$
|
227,024
|
|
|
$
|
73,622
|
|
Pro forma net income attributable to non-controlling interest - Former Principal Equityholders
|
3,713
|
|
|
60,642
|
|
||
Pro forma loss fully attributable to public holding company
|
540
|
|
|
6,681
|
|
||
Pro forma net income - Diluted
|
$
|
231,277
|
|
|
$
|
140,945
|
|
|
|
|
|
||||
Pro forma weighted average shares - Basic
|
118,593
|
|
|
70,285
|
|
||
Pro forma weighted average shares - Diluted
|
121,969
|
|
|
129,139
|
|
||
|
|
|
|
||||
Pro forma earnings per share - Basic
|
$
|
1.91
|
|
|
$
|
1.05
|
|
Pro forma earnings per share - Diluted
|
$
|
1.90
|
|
|
$
|
1.05
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income available to TMHC
(1)
— basic
|
$
|
206,364
|
|
|
$
|
91,220
|
|
|
$
|
52,616
|
|
Net income attributable to non-controlling interest
|
3,583
|
|
|
85,000
|
|
|
152,653
|
|
|||
Loss fully attributable to public holding company
(2)
|
540
|
|
|
6,681
|
|
|
211
|
|
|||
Net income — diluted
|
$
|
210,487
|
|
|
$
|
182,901
|
|
|
$
|
205,480
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares — basic (Class A)
|
111,743
|
|
|
62,061
|
|
|
31,084
|
|
|||
Weighted average shares — non-controlling interest (Class B)
|
1,935
|
|
|
57,556
|
|
|
89,062
|
|
|||
Restricted stock units
|
1,117
|
|
|
950
|
|
|
610
|
|
|||
Stock options
|
324
|
|
|
348
|
|
|
76
|
|
|||
Weighted average shares — diluted
(3)
|
115,119
|
|
|
120,915
|
|
|
120,832
|
|
|||
Earnings per common share — basic:
|
|
|
|
|
|
||||||
Net income available to Taylor Morrison Home Corporation
|
$
|
1.85
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
Earnings per common share — diluted
(3)
:
|
|
|
|
|
|
||||||
Net income available to Taylor Morrison Home Corporation
|
$
|
1.83
|
|
|
$
|
1.47
|
|
|
$
|
1.69
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Real estate developed or under development
|
$
|
2,833,875
|
|
|
$
|
2,130,263
|
|
Real estate held for development or held for sale
(1)
|
61,415
|
|
|
76,552
|
|
||
Operating communities
(2)
|
973,985
|
|
|
659,398
|
|
||
Capitalized interest
|
96,031
|
|
|
90,496
|
|
||
Total owned inventory
|
3,965,306
|
|
|
2,956,709
|
|
||
Real estate not owned under option contracts
|
15,259
|
|
|
2,527
|
|
||
Total real estate inventory
|
$
|
3,980,565
|
|
|
$
|
2,959,236
|
|
|
As of December 31,
|
||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||||||||
|
Owned Lots
|
|
Book Value of Land and Development
|
|
Owned Lots
|
|
Book Value of Land and Development
|
||||||
Raw
|
9,653
|
|
|
$
|
461,387
|
|
|
7,703
|
|
|
$
|
338,642
|
|
Partially developed
|
12,036
|
|
|
756,376
|
|
|
5,811
|
|
|
543,200
|
|
||
Finished
|
21,975
|
|
|
1,677,527
|
|
|
11,644
|
|
|
1,314,243
|
|
||
Long-term strategic assets
|
—
|
|
|
—
|
|
|
763
|
|
|
10,730
|
|
||
Total
|
43,664
|
|
|
$
|
2,895,290
|
|
|
25,921
|
|
|
$
|
2,206,815
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest capitalized — beginning of period
|
$
|
90,496
|
|
|
$
|
102,642
|
|
|
$
|
105,148
|
|
Interest incurred
|
87,957
|
|
|
82,713
|
|
|
88,345
|
|
|||
Interest amortized to cost of home closings
|
(82,422
|
)
|
|
(94,859
|
)
|
|
(90,851
|
)
|
|||
Interest capitalized — end of period
|
$
|
96,031
|
|
|
$
|
90,496
|
|
|
$
|
102,642
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Real estate inventory
|
$
|
508,795
|
|
|
$
|
627,841
|
|
Other assets
|
125,436
|
|
|
138,341
|
|
||
Total assets
|
$
|
634,231
|
|
|
$
|
766,182
|
|
Liabilities and owners’ equity:
|
|
|
|
||||
Debt
|
$
|
176,564
|
|
|
$
|
193,770
|
|
Other liabilities
|
16,061
|
|
|
27,556
|
|
||
Total liabilities
|
$
|
192,625
|
|
|
$
|
221,326
|
|
Owners’ equity:
|
|
|
|
||||
TMHC
|
140,541
|
|
|
192,364
|
|
||
Others
|
301,075
|
|
|
352,492
|
|
||
Total owners’ equity
|
441,616
|
|
|
544,856
|
|
||
Total liabilities and owners’ equity
|
$
|
634,241
|
|
|
$
|
766,182
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
$
|
381,274
|
|
|
$
|
330,099
|
|
|
$
|
143,834
|
|
Costs and expenses
|
(328,565
|
)
|
|
(296,838
|
)
|
|
(118,240
|
)
|
|||
Income of unconsolidated entities
|
$
|
52,709
|
|
|
$
|
33,261
|
|
|
$
|
25,594
|
|
TMHC's share in income of unconsolidated entities
|
$
|
13,332
|
|
|
$
|
8,846
|
|
|
$
|
7,453
|
|
Distributions from unconsolidated entities
|
$
|
68,847
|
|
|
$
|
11,048
|
|
|
$
|
10,348
|
|
|
As of December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Real estate development costs to complete
|
$
|
16,591
|
|
|
$
|
14,815
|
|
Compensation and employee benefits
|
73,955
|
|
|
72,352
|
|
||
Self-insurance and warranty reserves
|
93,790
|
|
|
51,010
|
|
||
Interest payable
|
21,385
|
|
|
17,125
|
|
||
Property and sales taxes payable
|
14,861
|
|
|
12,294
|
|
||
Other accruals
|
46,104
|
|
|
33,944
|
|
||
Total accrued expenses and other liabilities
|
$
|
266,686
|
|
|
$
|
201,540
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Reserve — beginning of period
|
$
|
51,010
|
|
|
$
|
50,550
|
|
|
$
|
43,098
|
|
Additions to reserves
|
51,674
|
|
|
27,561
|
|
|
26,571
|
|
|||
Costs and claims incurred
|
(42,433
|
)
|
|
(25,698
|
)
|
|
(21,379
|
)
|
|||
Change in estimates to pre-existing reserves
(1)
|
33,539
|
|
|
(1,403
|
)
|
|
2,260
|
|
|||
Reserve — end of period
|
$
|
93,790
|
|
|
$
|
51,010
|
|
|
$
|
50,550
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
(Dollars in thousands)
|
Principal
|
|
Unamortized Debt Issuance (Costs) / Premium
|
|
Carrying Value
|
|
Principal
|
|
Unamortized Debt Issuance (Costs) / Premium
|
|
Carrying Value
|
||||||||||||
5.25% Senior Notes due 2021
|
550,000
|
|
|
(2,695
|
)
|
|
547,305
|
|
|
550,000
|
|
|
(3,892
|
)
|
|
546,108
|
|
||||||
6.625% Senior Notes due 2022
|
400,000
|
|
|
11,656
|
|
|
411,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
5.875% Senior Notes due 2023
|
350,000
|
|
|
(2,434
|
)
|
|
347,566
|
|
|
350,000
|
|
|
(3,002
|
)
|
|
346,998
|
|
||||||
5.625% Senior Notes due 2024
|
350,000
|
|
|
(2,781
|
)
|
|
347,219
|
|
|
350,000
|
|
|
(3,319
|
)
|
|
346,681
|
|
||||||
Senior Notes subtotal
|
1,650,000
|
|
|
3,746
|
|
|
1,653,746
|
|
|
1,250,000
|
|
|
(10,213
|
)
|
|
1,239,787
|
|
||||||
Loans payable and other borrowings
|
225,497
|
|
|
—
|
|
|
225,497
|
|
|
139,453
|
|
|
—
|
|
|
139,453
|
|
||||||
Revolving Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
364-Day Credit Agreement
|
200,000
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Mortgage warehouse borrowings
|
130,353
|
|
|
—
|
|
|
130,353
|
|
|
118,822
|
|
|
—
|
|
|
118,822
|
|
||||||
Total debt
|
$
|
2,205,850
|
|
|
$
|
3,746
|
|
|
$
|
2,209,596
|
|
|
$
|
1,508,275
|
|
|
$
|
(10,213
|
)
|
|
$
|
1,498,062
|
|
(Dollars in thousands)
|
December 31, 2018
|
||||||||||||
Facility
|
Amount
Drawn
|
|
Facility
Amount
|
|
Interest Rate
|
|
Expiration Date
|
|
Collateral
(1)
|
||||
Warehouse A
|
$
|
29,484
|
|
|
$
|
45,000
|
|
|
LIBOR + 1.75%
|
|
On Demand
|
|
Mortgage Loans
|
Warehouse B
|
38,164
|
|
|
85,000
|
|
|
LIBOR + 1.75%
|
|
On Demand
|
|
Mortgage Loans
|
||
Warehouse C
|
62,705
|
|
|
100,000
|
|
|
LIBOR + 1.95%
|
|
On Demand
|
|
Mortgage Loans and Restricted Cash
|
||
Total
|
$
|
130,353
|
|
|
$
|
230,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
December 31, 2017
|
||||||||||||
Facility
|
Amount
Drawn
|
|
Facility
Amount
|
|
Interest Rate
|
|
Expiration Date
|
|
Collateral
(1)
|
||||
Warehouse A
|
$
|
12,990
|
|
|
$
|
39,000
|
|
|
LIBOR + 2.25%
|
|
30 days written notice
|
|
Mortgage Loans
|
Warehouse B
|
41,447
|
|
|
85,000
|
|
|
LIBOR + 2.25%
|
|
On Demand
|
|
Mortgage Loans
|
||
Warehouse C
|
64,385
|
|
|
125,000
|
|
|
LIBOR + 2.375%
|
|
September 24, 2018
|
|
Mortgage Loans and Restricted Cash
|
||
Total
|
$
|
118,822
|
|
|
$
|
249,000
|
|
|
|
|
|
|
|
(1)
|
The mortgage warehouse borrowings outstanding as of
December 31, 2018
and
2017
, are collateralized by
$181.9 million
and
$187.0 million
, respectively, of mortgage loans held for sale, which comprise the balance of mortgage receivables, and
$1.6 million
and
$1.6 million
, respectively, of cash, which is restricted cash on our balance sheet.
|
(Dollars in thousands)
|
Year Ended December 31,
|
||
2019
|
$
|
442,160
|
|
2020
|
26,066
|
|
|
2021
|
582,880
|
|
|
2022
|
408,921
|
|
|
2023
|
357,798
|
|
|
Thereafter
|
388,025
|
|
|
Total debt
|
$
|
2,205,850
|
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
|||||||||||||
(Dollars in thousands)
|
Level in
Fair Value
Hierarchy
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|||||||||
Description:
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgage loans held for sale
|
2
|
|
|
$
|
181,897
|
|
|
$
|
181,897
|
|
|
$
|
187,038
|
|
|
$
|
187,038
|
|
Derivative assets, net
|
2
|
|
|
1,099
|
|
|
1,099
|
|
|
1,352
|
|
|
1,352
|
|
||||
Mortgage borrowings
|
2
|
|
|
130,353
|
|
|
130,353
|
|
|
118,822
|
|
|
118,822
|
|
||||
Loans payable and other borrowings
|
2
|
|
|
225,497
|
|
|
225,497
|
|
|
139,453
|
|
|
139,453
|
|
||||
5.25% Senior Notes due 2021
(1)
|
2
|
|
|
547,304
|
|
|
544,500
|
|
|
546,108
|
|
|
561,000
|
|
||||
6.625% Senior Notes due 2022
(1)
|
2
|
|
|
411,656
|
|
|
400,520
|
|
|
—
|
|
|
—
|
|
||||
5.875% Senior Notes due 2023
(1)
|
2
|
|
|
347,566
|
|
|
337,750
|
|
|
346,998
|
|
|
369,705
|
|
||||
5.625% Senior Notes due 2024
(1)
|
2
|
|
|
347,219
|
|
|
332,500
|
|
|
346,681
|
|
|
366,205
|
|
||||
Revolving Credit Facility
(2)
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
364-Day Credit Agreement
(3)
|
2
|
|
|
200,000
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration liability
|
3
|
|
|
—
|
|
|
—
|
|
|
5,328
|
|
|
5,328
|
|
(Dollars in thousands)
|
|
|
For the Year Ended December 31,
|
||
Description:
|
Level in
Fair Value Hierarchy |
|
2018
|
||
Inventories
|
3
|
|
$
|
5,545
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
37,731
|
|
|
$
|
173,541
|
|
|
$
|
98,125
|
|
Foreign
|
25,305
|
|
|
5,465
|
|
|
9,518
|
|
|||
Total income tax provision
|
$
|
63,036
|
|
|
$
|
179,006
|
|
|
$
|
107,643
|
|
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(10,568
|
)
|
|
$
|
73,974
|
|
|
$
|
64,298
|
|
State
|
4,104
|
|
|
9,379
|
|
|
9,178
|
|
|||
Foreign
|
25,482
|
|
|
7,169
|
|
|
7,213
|
|
|||
Current tax provision
|
$
|
19,018
|
|
|
$
|
90,522
|
|
|
$
|
80,689
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
40,037
|
|
|
$
|
95,243
|
|
|
$
|
22,201
|
|
State
|
4,158
|
|
|
(5,055
|
)
|
|
2,448
|
|
|||
Foreign
|
(177
|
)
|
|
(1,704
|
)
|
|
2,305
|
|
|||
Deferred tax provision
|
$
|
44,018
|
|
|
$
|
88,484
|
|
|
$
|
26,954
|
|
Total income tax provision
|
$
|
63,036
|
|
|
$
|
179,006
|
|
|
$
|
107,643
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
271,017
|
|
|
$
|
323,359
|
|
|
$
|
282,207
|
|
Foreign
|
2,499
|
|
|
32,297
|
|
|
31,999
|
|
|||
Income before income taxes
|
$
|
273,516
|
|
|
$
|
355,656
|
|
|
$
|
314,206
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Tax at federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes (net of federal benefit)
|
4.4
|
|
|
3.2
|
|
|
3.1
|
|
Foreign income taxed at a different rate
|
0.5
|
|
|
(0.8
|
)
|
|
(0.9
|
)
|
Domestic manufacturing deduction
|
—
|
|
|
(2.1
|
)
|
|
(2.2
|
)
|
Valuation allowance
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
Built in loss limitation
|
—
|
|
|
—
|
|
|
0.3
|
|
Uncertain tax positions
|
(2.9
|
)
|
|
1.1
|
|
|
—
|
|
Non-controlling interest
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
State net operating loss adjustment
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
Deferred tax adjustments
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
Energy tax credits
|
(1.7
|
)
|
|
(0.9
|
)
|
|
(1.7
|
)
|
Subpart F dividend
|
1.7
|
|
|
—
|
|
|
—
|
|
Corporate reorganization/Canada unwind
|
9.3
|
|
|
—
|
|
|
—
|
|
Foreign tax credit
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
Disallowed compensation expense
|
(0.1
|
)
|
|
0.2
|
|
|
0.1
|
|
Tax reform
|
(6.9
|
)
|
|
17.1
|
|
|
—
|
|
Other
|
0.1
|
|
|
0.7
|
|
|
1.3
|
|
Effective Rate
|
23.0
|
%
|
|
50.3
|
%
|
|
34.3
|
%
|
|
Year Ended December 31,
|
|||||||
(Dollars in thousands)
|
2018
|
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Real estate inventory
|
$
|
24,804
|
|
|
|
$
|
47,114
|
|
Accruals and reserves
|
28,556
|
|
|
|
12,872
|
|
||
Other
|
20,612
|
|
|
|
14,440
|
|
||
Net operating losses
(1)
|
77,558
|
|
(1)
|
|
44,446
|
|
||
Capital loss carryforward
|
35,340
|
|
|
|
—
|
|
||
Total deferred tax assets
|
$
|
186,870
|
|
|
|
$
|
118,872
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Real estate inventory, intangibles, other
|
(6,454
|
)
|
|
|
(174
|
)
|
||
Foreign exchange
|
—
|
|
|
|
200
|
|
||
Valuation allowance
|
(35,340
|
)
|
|
|
(760
|
)
|
||
Total net deferred tax assets
|
$
|
145,076
|
|
|
|
$
|
118,138
|
|
|
Year Ending December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning of the period
|
$
|
12,936
|
|
|
$
|
7,773
|
|
|
$
|
7,016
|
|
Increases of current year items
|
—
|
|
|
—
|
|
|
18
|
|
|||
Increases from current year acquisitions
|
4,216
|
|
|
—
|
|
|
—
|
|
|||
Increases of prior year items
|
475
|
|
|
5,163
|
|
|
739
|
|
|||
Settlement with tax authorities
|
(9,818
|
)
|
|
—
|
|
|
—
|
|
|||
Decreased due to statute of limitations
|
(418
|
)
|
|
—
|
|
|
—
|
|
|||
End of the period
|
$
|
7,391
|
|
|
$
|
12,936
|
|
|
$
|
7,773
|
|
(Shares presented in thousands)
|
|
|
|
|||
Closing date
|
Number of shares
|
|
Net purchase price per share
|
|||
January 8, 2018
|
11,000
|
|
|
$
|
26.05
|
|
January 17, 2018
(1)
|
19,207
|
|
|
27.14
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Amount available for repurchase — beginning of period
|
$
|
95,902
|
|
|
$
|
71,500
|
|
Additional amount authorized for repurchase
|
100,000
|
|
|
28,500
|
|
||
Amount repurchased
|
(138,465
|
)
|
|
(4,098
|
)
|
||
Amount available for repurchase — end of period
|
$
|
57,437
|
|
|
$
|
95,902
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Restricted stock units (RSUs)
(1) (2)
|
$
|
17,130
|
|
|
$
|
6,487
|
|
|
$
|
6,101
|
|
Stock options
|
3,994
|
|
|
4,504
|
|
|
3,717
|
|
|||
New TMM Units
(3)
|
—
|
|
|
596
|
|
|
1,094
|
|
|||
Total stock compensation
|
$
|
21,124
|
|
|
$
|
11,587
|
|
|
$
|
10,912
|
|
(1)
|
Includes compensation expense related to time-based restricted stock units and performance-based restricted stock units.
|
(2)
|
Stock-based compensation expense in 2018 includes approximately
$6.5 million
of expense recognized for the acceleration of equity awards as part of the acquisition of AV Homes.
|
(3)
|
As of December 31, 2017, all new TMM units were vested, and there was no further expense associated with them.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Number of
Options
|
|
Weighted
Average
Exercise/Grant
Price
|
|
Number of
Options
|
|
Weighted
Average
Exercise/Grant
Price
|
|
Number of
Options
|
|
Weighted
Average
Exercise/Grant
Price
|
|||||||||
Outstanding, beginning
|
2,854,213
|
|
|
$
|
17.50
|
|
|
2,431,347
|
|
|
$
|
17.09
|
|
|
1,507,765
|
|
|
$
|
21.07
|
|
Granted
|
726,473
|
|
|
23.86
|
|
|
792,054
|
|
|
19.06
|
|
|
1,146,643
|
|
|
11.61
|
|
|||
Exercised
|
(118,992
|
)
|
|
15.85
|
|
|
(288,808
|
)
|
|
18.13
|
|
|
(7,786
|
)
|
|
18.73
|
|
|||
Cancelled/forfeited
|
(221,699
|
)
|
|
18.71
|
|
|
(80,380
|
)
|
|
18.64
|
|
|
(215,275
|
)
|
|
15.76
|
|
|||
Balance, ending
|
3,239,995
|
|
|
$
|
18.87
|
|
|
2,854,213
|
|
|
$
|
17.50
|
|
|
2,431,347
|
|
|
$
|
17.09
|
|
Options exercisable, at December 31, 2018
|
1,537,977
|
|
|
$
|
18.80
|
|
|
906,583
|
|
|
$
|
19.62
|
|
|
633,059
|
|
|
$
|
21.50
|
|
|
As of December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Unamortized value of unvested stock options (net of estimated forfeitures)
|
$
|
6,470
|
|
|
$
|
6,749
|
|
|
$
|
7,317
|
|
Weighted-average period (in years) that expense is expected to be recognized
|
2.5
|
|
|
2.4
|
|
|
2.3
|
|
|||
Weighted-average remaining contractual life (in years) for options outstanding
|
6.9
|
|
|
7.5
|
|
|
7.7
|
|
|||
Weighted-average remaining contractual life (in years) for options exercisable
|
5.6
|
|
|
6.1
|
|
|
6.1
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Expected volatility
|
21.31%
|
|
24.37%
|
|
29.83%
|
Risk-free interest rate
|
2.68%
|
|
2.12%
|
|
1.35%
|
Expected term (in years)
|
6.25
|
|
6.25
|
|
6.25
|
Weighted average fair value of options granted during the period
|
$6.68
|
|
$5.56
|
|
$3.72
|
|
As of December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Aggregate intrinsic value of options outstanding
|
$
|
3,432
|
|
|
$
|
19,891
|
|
|
$
|
8,054
|
|
Aggregate intrinsic value of options exercisable
|
$
|
1,540
|
|
|
$
|
4,400
|
|
|
$
|
50
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Balance, beginning
|
1,190,740
|
|
|
824,217
|
|
|
254,543
|
|
Granted
|
338,472
|
|
|
392,404
|
|
|
674,525
|
|
Vested
|
(61,343
|
)
|
|
—
|
|
|
—
|
|
Forfeited
|
(312,146
|
)
|
|
(25,881
|
)
|
|
(104,851
|
)
|
Balance, ending
|
1,155,723
|
|
|
1,190,740
|
|
|
824,217
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands):
|
2018
|
|
2017
|
|
2016
|
||||||
PRSU expense recognized during the year ended December 31
|
$
|
5,779
|
|
|
$
|
3,257
|
|
|
$
|
4,016
|
|
Unamortized value of PRSUs at December 31
|
$
|
7,501
|
|
|
$
|
6,756
|
|
|
$
|
6,390
|
|
Weighted-average period expense is expected to be recognized (in years)
|
1.8
|
|
|
1.8
|
|
|
1.9
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
(Dollars in thousands except per share data):
|
Number of
RSUs
|
|
Weighted
Average
Grant
Date Fair
Value
|
|
Number of
RSUs
|
|
Weighted
Average
Grant
Date Fair
Value
|
|
Number of
RSUs
|
|
Weighted
Average
Grant
Date Fair
Value
|
|||||||||
Outstanding, beginning
|
698,819
|
|
|
$
|
15.65
|
|
|
534,484
|
|
|
$
|
14.01
|
|
|
186,753
|
|
|
$
|
18.88
|
|
Granted
|
333,397
|
|
|
20.35
|
|
|
257,182
|
|
|
19.48
|
|
|
417,074
|
|
|
11.99
|
|
|||
Vested
|
(181,904
|
)
|
|
13.01
|
|
|
(75,315
|
)
|
|
17.43
|
|
|
(13,787
|
)
|
|
19.66
|
|
|||
Forfeited
|
(80,671
|
)
|
|
16.90
|
|
|
(17,532
|
)
|
|
14.10
|
|
|
(55,556
|
)
|
|
13.83
|
|
|||
Balance, ending
|
769,641
|
|
|
$
|
16.73
|
|
|
698,819
|
|
|
$
|
15.65
|
|
|
534,484
|
|
|
$
|
14.01
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands):
|
2018
|
|
2017
|
|
2016
|
||||||
RSU expense recognized during the year ended December 31
|
$
|
4,854
|
|
|
$
|
3,148
|
|
|
$
|
2,086
|
|
Unamortized value of RSUs at December 31
|
$
|
6,435
|
|
|
$
|
6,261
|
|
|
$
|
4,666
|
|
Weighted-average period expense is expected to be recognized (in years)
|
1.9
|
|
|
2.5
|
|
|
2.7
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Number of
Awards
|
|
Weighted
Average Grant
Date Fair Value
|
|
Number of
Awards
|
|
Weighted
Average Grant
Date Fair Value
|
|
Number of
Awards
|
|
Weighted
Average Grant
Date Fair Value
|
|||||||||
Outstanding, beginning
|
883,921
|
|
|
$
|
5.24
|
|
|
1,146,357
|
|
|
$
|
5.58
|
|
|
1,312,874
|
|
|
$
|
5.45
|
|
Exchanges
(1)
|
(883,921
|
)
|
|
5.24
|
|
|
(260,389
|
)
|
|
6.72
|
|
|
(159,863
|
)
|
|
4.34
|
|
|||
Forfeited
(2)
|
—
|
|
|
—
|
|
|
(2,047
|
)
|
|
8.52
|
|
|
(6,654
|
)
|
|
8.63
|
|
|||
Balance, ending
|
—
|
|
|
$
|
—
|
|
|
883,921
|
|
|
$
|
5.24
|
|
|
1,146,357
|
|
|
$
|
5.58
|
|
Unvested TMM Units included in ending balance
(3)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
80,178
|
|
|
$
|
8.73
|
|
(1)
|
Exchanges during the period represent the exchange of a vested New TMM Unit along with the corresponding share of Class B Common Stock for a newly issued share of Class A Common Stock.
|
(2)
|
Awards forfeited during the period represent the unvested portion of New TMM Unit awards for employees who have terminated employment with the Company and for which the New TMM Unit and the corresponding Class B Share have been canceled.
|
(3)
|
All New TMM units vested as of December 31, 2017.
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands):
|
2018
|
|
2017
|
|
2016
|
||||||
Unamortized value of New TMM Units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
417
|
|
Weighted-average period expense is expected to be recognized (in years)
|
—
|
|
|
—
|
|
|
0.6
|
|
|
Year Ended December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Change in benefit obligations:
|
|
|
|
||||
Benefit obligation — beginning of period
|
$
|
34,178
|
|
|
$
|
32,384
|
|
Interest on liabilities
|
1,144
|
|
|
1,245
|
|
||
Benefits paid
|
(723
|
)
|
|
(1,772
|
)
|
||
Settlements
|
(1,168
|
)
|
|
—
|
|
||
Actuarial (gain)/loss
|
(2,892
|
)
|
|
2,321
|
|
||
Benefit obligation — end of period
|
$
|
30,539
|
|
|
$
|
34,178
|
|
Change in fair value of plan assets:
|
|
|
|
||||
Fair value of plan assets — beginning of period
|
26,064
|
|
|
24,117
|
|
||
Return on plan assets - (loss)/gain
|
(1,602
|
)
|
|
3,720
|
|
||
Employer contributions
|
79
|
|
|
—
|
|
||
Benefits paid
|
(723
|
)
|
|
(1,773
|
)
|
||
Settlements
|
(1,168
|
)
|
|
—
|
|
||
Fair value of plan assets — end of period
|
$
|
22,650
|
|
|
$
|
26,064
|
|
Unfunded status — end of period
|
$
|
7,889
|
|
|
$
|
8,114
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate:
|
|
|
|
|
|
|||
Net periodic pension cost
|
3.42
|
%
|
|
3.97
|
%
|
|
4.15
|
%
|
Pension obligation
|
4.21
|
|
|
3.42
|
|
|
3.97
|
|
Expected return on plan assets
|
6.00
|
|
|
6.00
|
|
|
6.00
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest cost
|
$
|
1,144
|
|
|
$
|
1,245
|
|
|
$
|
1,289
|
|
Amortization of net actuarial loss
|
123
|
|
|
147
|
|
|
132
|
|
|||
Expected return on plan assets
|
(1,520
|
)
|
|
(1,377
|
)
|
|
(1,342
|
)
|
|||
Net settlement loss
|
284
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension cost
|
$
|
31
|
|
|
$
|
15
|
|
|
$
|
79
|
|
Year Ending December 31,
|
Benefit Payments
|
||
2019
|
$
|
1,181
|
|
2020
|
1,289
|
|
|
2021
|
1,324
|
|
|
2022
|
1,222
|
|
|
2023
|
1,472
|
|
|
2024–2028
|
$
|
8,742
|
|
(Dollars in thousands)
|
Fair Value Measurements at December 31, 2018
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed-income securities
|
$
|
11,551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,551
|
|
U.S. equity securities
|
7,588
|
|
|
—
|
|
|
—
|
|
|
7,588
|
|
||||
International equity securities
|
2,605
|
|
|
—
|
|
|
—
|
|
|
2,605
|
|
||||
Cash
|
453
|
|
|
—
|
|
|
—
|
|
|
453
|
|
||||
Other
|
453
|
|
|
—
|
|
|
—
|
|
|
453
|
|
||||
Total
|
$
|
22,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,650
|
|
(Dollars in thousands)
|
Fair Value Measurements at December 31, 2017
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Fixed-income securities
|
$
|
12,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,250
|
|
U.S. equity securities
|
9,122
|
|
|
—
|
|
|
—
|
|
|
9,122
|
|
||||
International equity securities
|
3,128
|
|
|
—
|
|
|
—
|
|
|
3,128
|
|
||||
Cash
|
1,043
|
|
|
—
|
|
|
—
|
|
|
1,043
|
|
||||
Other
|
521
|
|
|
—
|
|
|
—
|
|
|
521
|
|
||||
Total
|
$
|
26,064
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,064
|
|
|
Minimum
|
|
Maximum
|
|
Target
|
|||
U.S. equity securities
|
33
|
%
|
|
43
|
%
|
|
38
|
%
|
International equity securities
|
7
|
|
|
17
|
|
|
12
|
|
Fixed-income securities
|
40
|
|
|
50
|
|
|
45
|
|
Other
|
—
|
|
|
10
|
|
|
5
|
|
|
|
|
|
|
100
|
%
|
|
Year Ended December 31, 2018
|
||||||||||||||
(Dollars in thousands)
|
Total Post-
Retirement
Benefits
Adjustments
|
|
Foreign
Currency
Translation
Adjustments
|
|
Non-controlling
Interest in
Principal
Equityholders
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
2,082
|
|
|
$
|
(45,205
|
)
|
|
$
|
25,155
|
|
|
$
|
(17,968
|
)
|
Other comprehensive loss before reclassifications
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
||||
Realized loss on foreign currency translation
(1)
|
—
|
|
|
20,050
|
|
|
—
|
|
|
20,050
|
|
||||
Other comprehensive income net of tax
|
$
|
(81
|
)
|
|
$
|
20,050
|
|
|
$
|
—
|
|
|
$
|
19,969
|
|
Gross amounts reclassified within accumulated other comprehensive income
|
—
|
|
|
25,155
|
|
|
(25,155
|
)
|
|
—
|
|
||||
Balance, end of period
|
$
|
2,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,001
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
(Dollars in thousands)
|
Total Post-
Retirement
Benefits
Adjustments
|
|
Foreign
Currency
Translation
Adjustments
|
|
Non-controlling
Interest in
Principal
Equityholders
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
2,061
|
|
|
$
|
(79,927
|
)
|
|
$
|
59,877
|
|
|
$
|
(17,989
|
)
|
Other comprehensive loss before reclassifications
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Other comprehensive loss net of tax
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Gross amounts reclassified within accumulated other comprehensive income
|
—
|
|
|
34,722
|
|
|
(34,722
|
)
|
|
—
|
|
||||
Balance, end of period
|
$
|
2,082
|
|
|
$
|
(45,205
|
)
|
|
$
|
25,155
|
|
|
$
|
(17,968
|
)
|
|
Year Ended December 31, 2016
|
||||||||||||||
(Dollars in thousands)
|
Total Post-
Retirement
Benefits
Adjustments
|
|
Foreign
Currency
Translation
Adjustments
|
|
Non-controlling
Interest in
Principal
Equityholders
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
2,305
|
|
|
$
|
(79,927
|
)
|
|
$
|
59,625
|
|
|
$
|
(17,997
|
)
|
Other comprehensive loss before reclassifications
|
(244
|
)
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
||||
Other comprehensive income/(loss) net of tax
|
$
|
(244
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(244
|
)
|
Gross amounts reclassified within accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
252
|
|
|
252
|
|
||||
Balance, end of period
|
$
|
2,061
|
|
|
$
|
(79,927
|
)
|
|
$
|
59,877
|
|
|
$
|
(17,989
|
)
|
East
|
|
Atlanta, Charlotte, Chicago, Jacksonville, Orlando, Raleigh, Southwest Florida, and Tampa
|
Central
|
|
Austin, Dallas, Denver and Houston
|
West
|
|
Bay Area, Phoenix, Sacramento, and Southern California
|
Financial Services
|
|
Taylor Morrison Home Funding (TMHF) and Inspired Title
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
(Dollars in thousands)
|
East
|
|
Central
|
|
West
|
|
Financial Services
|
|
Corporate
and
Unallocated
|
|
Total
|
||||||||||||
Total revenues
|
$
|
1,666,423
|
|
|
$
|
1,139,622
|
|
|
$
|
1,353,590
|
|
|
$
|
67,758
|
|
|
$
|
—
|
|
|
$
|
4,227,393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross margin
|
$
|
281,306
|
|
|
$
|
161,323
|
|
|
$
|
269,276
|
|
|
$
|
26,289
|
|
|
$
|
(1
|
)
|
|
$
|
738,193
|
|
Selling, general and administrative expense
|
(138,720
|
)
|
|
(104,295
|
)
|
|
(82,940
|
)
|
|
—
|
|
|
(90,988
|
)
|
|
(416,943
|
)
|
||||||
Equity in income of unconsolidated entities
|
464
|
|
|
876
|
|
|
6,450
|
|
|
5,316
|
|
|
226
|
|
|
13,332
|
|
||||||
Interest and other (expense)/income, net
|
(5,615
|
)
|
|
(3,259
|
)
|
|
(526
|
)
|
|
—
|
|
|
(51,666
|
)
|
|
(61,066
|
)
|
||||||
Income before income taxes
|
$
|
137,435
|
|
|
$
|
54,645
|
|
|
$
|
192,260
|
|
|
$
|
31,605
|
|
|
$
|
(142,429
|
)
|
|
$
|
273,516
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
(Dollars in thousands)
|
East
|
|
Central
|
|
West
|
|
Financial Services
|
|
Corporate
and
Unallocated
|
|
Total
|
||||||||||||
Total revenues
|
$
|
1,383,864
|
|
|
$
|
1,112,984
|
|
|
$
|
1,319,306
|
|
|
$
|
69,136
|
|
|
$
|
—
|
|
|
$
|
3,885,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross margin
|
$
|
284,722
|
|
|
$
|
206,386
|
|
|
$
|
220,337
|
|
|
$
|
27,484
|
|
|
$
|
—
|
|
|
$
|
738,929
|
|
Selling, general and administrative expense
|
(122,218
|
)
|
|
(105,945
|
)
|
|
(79,223
|
)
|
|
—
|
|
|
(83,054
|
)
|
|
(390,440
|
)
|
||||||
Equity in income of unconsolidated entities
|
213
|
|
|
1,246
|
|
|
1,422
|
|
|
5,965
|
|
|
—
|
|
|
8,846
|
|
||||||
Interest and other (expense)/income, net
|
(314
|
)
|
|
360
|
|
|
(190
|
)
|
|
—
|
|
|
(1,535
|
)
|
|
(1,679
|
)
|
||||||
Income before income taxes
|
$
|
162,403
|
|
|
$
|
102,047
|
|
|
$
|
142,346
|
|
|
$
|
33,449
|
|
|
$
|
(84,589
|
)
|
|
$
|
355,656
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
(Dollars in thousands)
|
East
|
|
Central
|
|
West
|
|
Financial Services
|
|
Corporate
and
Unallocated
|
|
Total
|
||||||||||||
Total revenues
|
$
|
1,140,377
|
|
|
$
|
1,129,533
|
|
|
$
|
1,220,164
|
|
|
$
|
59,955
|
|
|
$
|
—
|
|
|
$
|
3,550,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross margin
|
$
|
239,550
|
|
|
$
|
205,574
|
|
|
$
|
207,299
|
|
|
$
|
27,856
|
|
|
$
|
—
|
|
|
$
|
680,279
|
|
Selling, general and administrative expense
|
(107,792
|
)
|
|
(102,544
|
)
|
|
(77,147
|
)
|
|
—
|
|
|
(74,280
|
)
|
|
(361,763
|
)
|
||||||
Equity in income of unconsolidated entities
|
440
|
|
|
430
|
|
|
2,322
|
|
|
4,261
|
|
|
—
|
|
|
7,453
|
|
||||||
Interest and other (expense)/income, net
|
(6,988
|
)
|
|
(2,404
|
)
|
|
(419
|
)
|
|
—
|
|
|
(1,952
|
)
|
|
(11,763
|
)
|
||||||
Income before income taxes
|
$
|
125,210
|
|
|
$
|
101,056
|
|
|
$
|
132,055
|
|
|
$
|
32,117
|
|
|
$
|
(76,232
|
)
|
|
$
|
314,206
|
|
|
As of December 31, 2018
|
|||||||||||||||||||||||
(Dollars in thousands)
|
East
|
|
Central
|
|
West
|
|
Financial Services
|
|
Corporate
and
Unallocated
|
|
|
Total
|
||||||||||||
Real estate inventory and land deposits
|
$
|
1,862,756
|
|
|
$
|
1,011,659
|
|
|
$
|
1,164,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
4,038,494
|
|
Investments in unconsolidated entities
|
—
|
|
|
35,476
|
|
|
100,693
|
|
|
4,015
|
|
|
357
|
|
|
|
140,541
|
|
||||||
Other assets
|
162,339
|
|
|
118,187
|
|
|
55,433
|
|
|
236,291
|
|
|
513,156
|
|
|
|
1,085,406
|
|
||||||
Total assets
|
$
|
2,025,095
|
|
|
$
|
1,165,322
|
|
|
$
|
1,320,205
|
|
|
$
|
240,306
|
|
|
$
|
513,513
|
|
|
|
$
|
5,264,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
As of December 31, 2017
|
|||||||||||||||||||||||
(Dollars in thousands)
|
East
|
|
Central
|
|
West
|
|
Financial Services
|
|
Corporate
and
Unallocated
|
|
|
Total
|
||||||||||||
Real estate inventory and land deposits
|
$
|
1,150,918
|
|
|
$
|
818,431
|
|
|
$
|
1,039,655
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
3,009,004
|
|
Investments in unconsolidated entities
|
29,316
|
|
|
32,874
|
|
|
126,559
|
|
|
3,615
|
|
|
—
|
|
|
|
192,364
|
|
||||||
Other assets
|
85,753
|
|
|
124,593
|
|
|
53,492
|
|
|
225,641
|
|
|
635,046
|
|
|
|
1,124,525
|
|
||||||
Total assets
|
$
|
1,265,987
|
|
|
$
|
975,898
|
|
|
$
|
1,219,706
|
|
|
$
|
229,256
|
|
|
$
|
635,046
|
|
|
|
$
|
4,325,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
As of December 31, 2016
|
|||||||||||||||||||||||
(Dollars in thousands)
|
East
|
|
Central
|
|
West
|
|
Financial Services
|
|
Corporate
and
Unallocated
|
|
|
Total
|
||||||||||||
Real estate inventory and land deposits
|
$
|
1,110,339
|
|
|
$
|
829,355
|
|
|
$
|
1,114,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
3,054,452
|
|
Investments in unconsolidated entities
|
25,923
|
|
|
30,146
|
|
|
98,625
|
|
|
3,215
|
|
|
—
|
|
|
|
157,909
|
|
||||||
Other assets
|
80,320
|
|
|
139,383
|
|
|
43,304
|
|
|
269,131
|
|
|
476,427
|
|
|
|
1,008,565
|
|
||||||
Total assets
|
$
|
1,216,582
|
|
|
$
|
998,884
|
|
|
$
|
1,256,687
|
|
|
$
|
272,346
|
|
|
$
|
476,427
|
|
|
|
$
|
4,220,926
|
|
(Dollars in thousands except per share data)
|
First
Quarter 2018 |
|
Second
Quarter 2018 |
|
Third
Quarter 2018 |
|
Fourth
Quarter 2018 |
||||||||
Total revenues
|
$
|
752,333
|
|
|
$
|
980,828
|
|
|
$
|
1,036,379
|
|
|
$
|
1,457,853
|
|
Gross margin
|
143,102
|
|
|
178,711
|
|
|
198,999
|
|
|
217,381
|
|
||||
Income before income taxes
|
59,238
|
|
|
79,285
|
|
|
100,865
|
|
|
34,128
|
|
||||
Net income before allocation to non-controlling interests
(2)
|
47,532
|
|
|
59,292
|
|
|
94,441
|
|
|
9,215
|
|
||||
Net income available to Taylor Morrison Home Corporation
(2)
|
44,933
|
|
|
58,678
|
|
|
93,568
|
|
|
9,055
|
|
||||
Basic earnings per share
(2)
|
$
|
0.42
|
|
|
$
|
0.53
|
|
|
$
|
0.84
|
|
|
$
|
0.08
|
|
Diluted earnings per share
(2)
|
$
|
0.41
|
|
|
$
|
0.52
|
|
|
$
|
0.83
|
|
|
$
|
0.08
|
|
(Dollars in thousands except per share data)
|
First
Quarter 2017 |
|
Second
Quarter 2017 |
|
Third
Quarter 2017 |
|
Fourth
Quarter 2017 |
||||||||
Total revenues
|
$
|
769,090
|
|
|
$
|
908,494
|
|
|
$
|
908,027
|
|
|
$
|
1,299,679
|
|
Gross margin
|
141,693
|
|
|
171,420
|
|
|
171,318
|
|
|
254,498
|
|
||||
Income before income taxes
|
54,474
|
|
|
78,406
|
|
|
78,975
|
|
|
143,801
|
|
||||
Net income before allocation to non-controlling interests
|
35,601
|
|
|
55,930
|
|
|
54,693
|
|
|
30,426
|
|
||||
Net income available to Taylor Morrison Home Corporation
|
11,476
|
|
|
27,401
|
|
|
32,876
|
|
|
19,966
|
|
||||
Basic earnings per share
(2)
|
$
|
0.30
|
|
|
$
|
0.46
|
|
|
$
|
0.45
|
|
|
$
|
0.26
|
|
Diluted earnings per share
(2)
|
$
|
0.30
|
|
|
$
|
0.46
|
|
|
$
|
0.45
|
|
|
$
|
0.26
|
|
Years Ending December 31,
|
Lease
Payments
|
||
2019
|
$
|
10,342
|
|
2020
|
7,404
|
|
|
2021
|
6,105
|
|
|
2022
|
4,657
|
|
|
2023
|
3,661
|
|
|
Thereafter
|
6,923
|
|
|
Total
|
$
|
39,092
|
|
|
|
As of
|
||||||||||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(Dollars in thousands)
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
||||||||
IRLCs
|
|
$
|
1,838
|
|
|
$
|
75,090
|
|
|
$
|
1,584
|
|
|
$
|
73,817
|
|
MBSs
|
|
(739
|
)
|
|
118,000
|
|
|
(232
|
)
|
|
118,078
|
|
||||
Total
|
|
$
|
1,099
|
|
|
|
|
$
|
1,352
|
|
|
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
|
||||
Equity compensation plans approved by security holders
(1)
|
|
5,165,359
|
|
(2)
|
$
|
18.87
|
|
(3)
|
8,361,376
|
|
(4)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Equity compensation plans approved by security holders covers the Equity Plan. The Equity Plan is currently our only compensation plan pursuant to which our equity is awarded.
|
(2)
|
Column (a) includes
1,925,364
shares of our Class A Common Stock underlying outstanding time-based vesting and performance-based vesting restricted stock units (“RSUs”), outstanding deferred stock units (“DSUs”). Amount assumes achievement of the maximum level of performance in respect of RSUs that are subject to performance-based vesting conditions. Because there is no exercise price associated with RSUs and DSUs, such equity awards are not include in the weighted-average exercise price calculation in column (b).
|
(3)
|
The weighted average exercise price in column (b) relates only to outstanding stock options. The calculation of the weighted average exercise price does not include outstanding equity awards that are received for no consideration and does not include shares of Class A Common Stock credited to the deferred compensation accounts of certain non-employee directors at fair market value in lieu compensation at the election of such directors.
|
(4)
|
A total of
14,178,459
shares of our Class A Common Stock have been authorized for issuance pursuant to the terms of the Equity Plan.
|
Exhibit
No.
|
|
Description
|
2.1
**
|
|
|
2.2**
|
|
|
2.3
|
|
|
|
||
|
|
|
3.3
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
4.9
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.3(a)
|
|
|
10.3(b)
|
|
|
10.3(c)
|
|
|
10.3(d)
|
|
|
10.3(e)
|
|
|
10.4†
|
|
|
10.5†
|
|
|
10.6†
|
|
10.7†
|
|
|
10.8†
|
|
|
10.9†
|
|
|
10.10†
|
|
|
10.11†
|
|
|
10.12†
|
|
|
10.13†
|
|
|
10.14†
|
|
|
10.15†
|
|
|
10.15(a)†
|
|
|
10.16
|
|
|
10.17†
|
|
|
10.18†
|
|
|
10.19†
|
|
|
10.2
|
|
|
10.27
|
|
|
10.22
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31*
|
|
|
10.32*
|
|
|
10.33
|
|
|
10.34†
|
|
|
10.35
|
|
|
21.1*
|
|
|
23.1*
|
|
|
24.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
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.
|
|
|
|
|
|
|
|
TAYLOR MORRISON HOME CORPORATION
|
|
|
|
|
Registrant
|
|
|
|
||
DATE: February 20, 2019
|
|
|
|
|
|
|
|
||
|
|
|
|
/s/ Sheryl D. Palmer
|
|
|
|
|
Sheryl D. Palmer
|
|
|
|
|
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
||
|
|
|
|
/s/ C. David Cone
|
|
|
|
|
C. David Cone
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
||
|
|
|
|
/s/ Joseph Terracciano
|
|
|
|
|
Joseph Terracciano
|
|
|
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Jeffry L. Flake
|
|
Director
|
|
February 20, 2019
|
Jeffry L. Flake
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James Henry
|
|
Director
|
|
February 20, 2019
|
James Henry
|
|
|
|
|
|
|
|
||
|
|
|
|
|
/s/ Peter Lane
|
|
Director
|
|
February 20, 2019
|
Peter Lane
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David Merritt
|
|
Director
|
|
February 20, 2019
|
David Merritt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Anne L. Mariucci
|
|
Director
|
|
February 20, 2019
|
Anne L. Mariucci
|
|
|
|
|
|
|
|
|
|
/s/ Andrea Owen
|
|
Director
|
|
February 20, 2019
|
Andrea Owen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Denise Warren
|
|
Director
|
|
February 20, 2019
|
Denise Warren
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
2.1**
|
|
Share Purchase Agreement, dated December 11, 2014, by and among Monarch Parent Inc., TMM Holdings Limited Partnership, 2444991 Ontario Inc. and Mattamy Group Corporation (included as Exhibit 2.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on December 16, 2014, and incorporated herein by reference).
|
2.2**
|
|
Agreement and Plan of Merger, dated June 7, 2018, among Taylor Morrison Home Corporation, Taylor Morrison Communities, Inc., Thor Merger Sub, Inc. and AV Homes, Inc. (included as Exhibit 2.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on June 7, 2018, and incorporated herein by reference.)
|
2.3
|
|
Agreement and Plan of Merger, dated as of October 26, 2018, by and among Taylor Morrison Home Corporation, Taylor Morrison Home II Corporation and Second Half 2018 Mergerco Inc. (included as Exhibit 2.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 26, 2018, and incorporated herein by reference).
|
3.1
|
|
Amended and Restated Certificate of Incorporation (included as Exhibit 3.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 26, 2018, and incorporated herein by reference).
|
3.2
|
|
First Amendment to the Amended and Restated Certificate of Incorporation (included as Exhibit 3.2 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 26, 2018, and incorporated herein by reference).
|
3.3
|
|
Amended and Restated By-laws (included as Exhibit 3.3 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 26, 2018, and incorporated herein by reference).
|
3.4
|
|
Amendment to the Amended and Restated By-laws (included as Exhibit 3.4 to the Company’s Current Report on Form 8-, filed on October 26, 2018, and incorporated herein by reference).
|
4.1
|
|
Indenture, dated as of March 5, 2014, relating to Taylor Morrison Communities, Inc.’s and Monarch Communities Inc.’s 5.625% Senior Notes due 2024, by and among Taylor Morrison Communities, Inc., Monarch Communities Inc., the guarantors party thereto and Wells Fargo Bank, National Association (included as Exhibit 4.1 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 7, 2014, and incorporated herein by reference).
|
4.2
|
|
Indenture, dated as of April 16, 2013, relating to Taylor Morrison Communities, Inc.’s and Monarch Communities Inc.’s 5.25% Senior Notes due 2021, by and among Taylor Morrison Communities, Inc., Monarch Communities Inc., the guarantors party thereto and Wells Fargo Bank, National Association (included as Exhibit 4.1 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 14, 2013, and in incorporated herein by reference).
|
4.3
|
|
Indenture, dated as of April 16, 2015, relating to Taylor Morrison Communities, Inc.’s and Taylor Morrison Holdings II, Inc.'s 5.875% Senior Notes due 2023, by and among Taylor Morrison Communities, Inc., the guarantors party thereto and Wells Fargo Bank, National Association (included as Exhibit 4.1 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 7, 2015, and incorporated herein by reference).
|
4.4
|
|
Senior Notes Indenture, dated as of May 18, 2017, among AV Homes, Inc., the subsidiary guarantors listed therein and Wilmington Trust, National Association, as Trustee, in respect of 6.625% Senior Notes due 2022 (included as Exhibit 4.1 to AV Homes’ Current Report on Form 8-K, filed on May 18, 2017 (File No. 001-07395), and incorporated herein by reference).
|
4.5
|
|
Second Supplemental Indenture, among Taylor Morrison Communities, Inc., the subsidiary guarantors party thereto, the guaranteeing subsidiaries party thereto and Wilmington Trust, National Association, dated as of October 2, 2018 (included as Exhibit 4.2 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 2, 2018, and incorporated herein by reference).
|
4.6
|
|
Indenture, dated as of February 4, 2011, between Avatar Holdings Inc. and Wilmington Trust FSB, as Trustee (included as Exhibit 4.1 to AV Homes’ Current Report on Form 8-K (File No. 001-07395), filed on February 4, 2011, and incorporated herein by reference).
|
4.7
|
|
Third Supplemental Indenture, dated as of June 23, 2015, between AV Homes, Inc. and Wilmington Trust FSB, as Trustee, in respect of 6.00% Senior Convertible Notes due 2020 (included as Exhibit 4.2 to AV Homes’ Current Report on Form 8-K (File No. 001-07395), filed with the SEC on June 23, 2015, and incorporated herein by reference).
|
4.8
|
|
Seventh Supplemental Indenture, dated as of October 2, 2018, between AV Homes, Inc. and Wilmington Trust FSB, as Trustee, in respect of 6.00% Senior Convertible Notes due 2020 (included as Exhibit 4.5 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 2, 2018, and incorporated herein by reference).
|
4.9
|
|
Specimen Class A Common Stock Certificate of Taylor Morrison Home Corporation (included as Exhibit 4.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 26, 2018, and incorporated herein by reference).
|
10.1
|
|
Amended and Restated Agreement of Exempted Limited Partnership of TMM Holdings II Limited Partnership, dated as of April 9, 2013 (included as Exhibit 10.2 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on April 15, 2013, and incorporated herein by reference).
|
10.2
|
|
Reorganization Agreement, dated as of April 9, 2013, by and among Taylor Morrison Home Corporation and the other parties named therein (included as Exhibit 10.6 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on April 15, 2013, and incorporated herein by reference).
|
10.3
|
|
Credit Agreement, dated as of July 13, 2011, among Taylor Morrison Communities, Inc., Monarch Corporation, TMM Holdings Limited Partnership, Monarch Communities Inc., Monarch Parent Inc., Taylor Morrison Holdings, Inc., Taylor Morrison Finance, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent (included as Exhibit 10.1 to Amendment No. 2 to Taylor Morrison Home Corporation’s Registration Statement on Form S-1, filed on February 13, 2013, and incorporated herein by reference).
|
10.3(a)
|
|
Amendment Agreement, dated as of April 12, 2013, to the Credit Agreement dated as of July 13, 2011 (as amended and restated as of April 13, 2012 and as thereafter amended as of August 15, 2012 and December 27, 2012), among Taylor Morrison Communities Inc., Monarch Corporation, TMM Holdings Limited Partnership and the other parties named therein (included as Exhibit 10.9 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on April 15, 2013, and incorporated herein by reference).
|
10.3(b)
|
|
Amendment No. 1, dated as of January 15, 2014, to the Second Amended and Restated Credit Agreement, dated as of July 13, 2011 (as amended and restated as of April 13, 2012, thereafter amended as of August 15, 2012 and December 27, 2012 and as further amended and restated as of April 12, 2013), by and among Taylor Morrison Communities, Inc., Monarch Corporation, TMM Holdings Limited Partnership, Monarch Communities Inc., Monarch Parent Inc., Taylor Morrison Holdings, Inc., Taylor Morrison Finance, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent for the lenders (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 17, 2014, and incorporated herein by reference).
|
10.3(c)
|
|
Amendment No. 3, dated as of April 24, 2015, to the Second Amended and Restated Credit Agreement, dated as of July 13, 2011 (as amended and restated as of April 13, 2012, thereafter amended as of August 15, 2012 and December 27, 2012, as further amended and restated as of April 12, 2013 and thereafter amended as of January 15, 2014 and December 22, 2014), by and among Taylor Morrison Communities, Inc., TMM Holdings Limited Partnership, Taylor Morrison Holdings II, Inc., Taylor Morrison Communities II, Inc., Taylor Morrison Holdings, Inc., Taylor Morrison Finance, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent for the lenders (included as Exhibit 10.2 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015, and incorporated herein by reference).
|
10.3(d)
|
|
Amendment No. 5, dated as of January 26, 2018, to the Second Amended and Restated Credit Agreement, dated as of July 13, 2011 (as amended and restated as of April 13, 2012, thereafter amended as of August 15, 2012 and December 27, 2012, as further amended and restated as of April 12, 2013 and thereafter amended as of January 15, 2014, December 22, 2014 and April 24, 2015), by and among Taylor Morrison Communities, Inc., TMM Holdings Limited Partnership, Taylor Morrison Holdings II, Inc., Taylor Morrison Communities II, Inc., Taylor Morrison Holdings, Inc., Taylor Morrison Finance, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent for the lenders (included as Exhibit 10.9(d) to Taylor Morrison Home Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 21, 2018, and incorporated herein by reference).
|
10.3(e)
|
|
Amendment No. 6, dated as of June 29, 2018, to the Second Amended and Restated Credit Agreement, dated as of July 13, 2011 (as amended and restated as of April 13, 2012, thereafter amended as of August 15, 2012 and December 27, 2012, as further amended and restated as of April 12, 2013 and thereafter amended as of January 15, 2014, December 22, 2014, April 24, 2015 and January 26, 2018), by and among Taylor Morrison Communities, Inc., TMM Holdings Limited Partnership, Taylor Morrison Holdings II, Inc., Taylor Morrison Communities II, Inc., Taylor Morrison Holdings, Inc., Taylor Morrison Finance, Inc., the lenders party thereto and Credit Suisse AG, as administrative agent for the lenders (included as Exhibit 10.2 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 1, 2018, and incorporated herein by reference).
|
10.4†
|
|
Form of Indemnification Agreement (included as Exhibit 10.4 to Amendment No. 5 to Taylor Morrison Home Corporation’s Registration Statement on Form S-1, filed on April 4, 2013, and incorporated herein by reference).
|
10.5†
|
|
Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (Amended and Restated as of May 25, 2016) (included as Appendix A of the Company’s definitive Proxy Statement on Schedule 14A filed on April 12, 2016, and incorporated herein by reference).
|
10.6†
|
|
Form of Employee Nonqualified Option Award Agreement for use with the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (Amended and Restated as of May 25, 2016) (included as Exhibit 10.15 to Amendment No. 5 to Taylor Morrison Home Corporation’s Registration Statement on Form S-1, filed on April 4, 2013, and incorporated herein by reference).
|
10.7†
|
|
Taylor Morrison Long-Term Cash Incentive Plan (included as Exhibit 10.18 to Amendment No. 5 to Taylor Morrison Home Corporation’s Registration Statement on Form S-1, filed on April 4, 2013, and incorporated herein by reference).
|
10.8†
|
|
Form of Restricted Stock Unit Agreement for use with the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (included as Exhibit 10.16 to Amendment No. 5 to Taylor Morrison Home Corporation’s Registration Statement on Form S-1, filed on April 4, 2013, and incorporated herein by reference).
|
10.9†
|
|
Form of Class B Common Stock Subscription Agreement with Taylor Morrison Home Corporation (included as Exhibit 10.17 to Amendment No. 5 to Taylor Morrison Home Corporation’s Registration Statement on Form S-1, filed on April 4, 2013, and incorporated herein by reference).
|
10.10†
|
|
TMM Holdings II Limited Partnership 2013 Common Unit Plan (included as Exhibit 10.23 to Amendment No. 5 to Taylor Morrison Home Corporation’s Registration Statement on Form S-1, filed on April 4, 2013, and incorporated herein by reference).
|
10.11†
|
|
Amended and Restated Employment Agreement, dated June 15, 2018, between Taylor Morrison, Inc. and Sheryl D. Palmer (included as Exhibit 10.4 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 1, 2018, and incorporated herein by reference).
|
10.12†
|
|
Amended and Restated Employment Agreement, dated June 15, 2018, between Taylor Morrison, Inc. and C. David Cone (included as Exhibit 10.5 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 1, 2018, and incorporated herein by reference).
|
10.13†
|
|
Amended and Restated Employment Agreement, dated June 15, 2018, between Taylor Morrison, Inc. and Darrell C. Sherman (included as Exhibit 10.6 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 1, 2018, and incorporated herein by reference).
|
10.14†
|
|
Form of Restrictive Covenants Agreement with Taylor Morrison, Inc. (included as Exhibit 10.12 to Amendment No. 3 to Taylor Morrison Home Corporation's Registration Statement on Form S-1, filed on March 6, 2013, and incorporated herein by reference.
|
10.15†
|
|
2015 Non-Employee Director Deferred Compensation Plan (included as Exhibit 10.4 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015, and incorporated herein by reference).
|
10.15(a)†
|
|
Form of Deferred Stock Unit Award Agreement (included as Exhibit 10.5 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015, and incorporated herein by reference).
|
10.16
|
|
Amendment dated as of March 15, 2015 to the Amended and Restated Agreement of Exempted Limited Partnership of TMM Holdings II Limited Partnership of TMM Holdings II Limited Partnership (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015, and incorporated herein by reference).
|
10.17†
|
|
Form of Employee Nonqualified Option Award Agreement for use with the 2013 Taylor Morrison Home Corporation Omnibus Equity Award Plan (Amended and Restated as of May 25, 2016) for grants made in 2015 and thereafter (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 5, 2015, and incorporated herein by reference).
|
10.18†
|
|
Form of Restricted Stock Unit Agreement for use with the 2013 Taylor Morrison Home Corporation Omnibus Equity Award Plan (Amended and Restated as of May 25, 2016) for grants made in 2015 and thereafter (included as Exhibit 10.2 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 5, 2015, and incorporated herein by reference).
|
10.19†
|
|
Form of Performance-Based Restricted Stock Unit Agreement for use with the 2013 Taylor Morrison Home Corporation Omnibus Equity Award Plan (Amended and Restated as of May 25, 2016) for grants made in 2015 and thereafter (included as Exhibit 10.3 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 5, 2015, and incorporated herein by reference).
|
10.2
|
|
Purchase Agreement, dated as of January 31, 2017, by and among Taylor Morrison Home Corporation, TMM Holdings II Limited Partnership and certain sellers named in Schedule I thereto (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on February 6, 2017, and incorporated herein by reference).
|
10.27
|
|
Purchase Agreement, dated as of March 22, 2017, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on March 27, 2017, and incorporated herein by reference).
|
10.22
|
|
Purchase Agreement, dated as of May 1, 2017, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on May 5, 2017, and incorporated herein by reference).
|
10.23
|
|
Purchase Agreement, dated as of June 21, 2017, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on June 27, 2017, and incorporated herein by reference).
|
10.24
|
|
Purchase Agreement, dated as of November 8, 2017, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on November 13, 2017, and incorporated herein by reference).
|
10.25
|
|
Purchase Agreement, dated as of January 3, 2018, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 8, 2018, and incorporated herein by reference).
|
10.26
|
|
Purchase Agreement, dated as of January 3, 2018, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.2 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 8, 2018, and incorporated herein by reference).
|
10.27
|
|
Purchase Agreement, dated as of January 11, 2018, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 17, 2018, and incorporated herein by reference).
|
10.28
|
|
Purchase Agreement, dated as of January 11, 2018, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.2 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 17, 2018, and incorporated herein by reference).
|
10.29
|
|
Second Amendment to the Amended and Restated Agreement of Exempted Limited Partnership of TMM Holdings II Limited Partnership, dated January 11, 2018 (included as Exhibit 10.3 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 17, 2018, and incorporated herein by reference).
|
10.3
|
|
Third Amendment to the Amended and Restated Agreement of Exempted Limited Partnership of TMM Holdings II Limited Partnership, dated September 26, 2018 (included as Exhibit 10.4 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on October 31, 2018, and incorporated herein by reference).
|
10.31*
|
|
Fourth Amendment to the Amended and Restated Agreement of Exempted Limited Partnership of TMM Holdings II Limited Partnership, dated October 15, 2018.
|
10.32*
|
|
Contribution Agreement, dated October 16, 2018, between Taylor Morrison Home Corporation, New Taylor Morrison and the holders of Taylor Morrison Home Corporation’s Class B common stock and paired TMM Holdings II Limited Partnership Units.
|
10.33
|
|
Voting Agreement, dated June 7, 2018, by and between Taylor Morrison Home Corporation and TPG Capital (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on June 7, 2018, and incorporated herein by reference).
|
10.34†
|
|
Form of Omnibus Amendment to the Restricted Stock Unit Agreements and Employee Nonqualified Option Award Agreement for use with the 2013 Taylor Morrison Home Corporation Omnibus Equity Award Plan (Amended as of June 14, 2018) (included as Exhibit 10.3 to Taylor Morrison Home Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 1, 2018, and incorporated herein by reference).
|
10.35
|
|
364-Day Credit Agreement, among the Borrower, Taylor Morrison Holdings, Inc., Taylor Morrison Holdings II, Inc., TMM Holdings Limited Partnership, Taylor Morrison Finance, Inc., each lender from time to time party thereto and Citibank N.A., as administrative agent (included as Exhibit 10.1 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on October 2, 2018, and incorporated herein by reference).
|
10.34
|
|
Purchase Agreement, dated as of January 11, 2018, by and among Taylor Morrison Home Corporation and certain sellers named in Schedule I thereto (included as Exhibit 10.2 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 17, 2018, and incorporated herein by reference).
|
10.35
|
|
Second Amendment to the Amended and Restated Agreement of Exempted Limited Partnership of TMM Holdings II Limited Partnership, dated January 11, 2018 (included as Exhibit 10.3 to Taylor Morrison Home Corporation’s Current Report on Form 8-K, filed on January 17, 2018, and incorporated herein by reference).
|
21.1*
|
|
Subsidiaries of Taylor Morrison Home Corporation
|
23.1*
|
|
Consent of Deloitte & Touche LLP
|
24.1*
|
|
Power of Attorney (included on signature page)
|
31.1*
|
|
Certification of Sheryl D. Palmer, Chief Executive Officer, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
|
31.2*
|
|
Certification of C. David Cone, Chief Financial Officer, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
|
32.1*
|
|
Certification of Sheryl D. Palmer, Chief Executive Officer, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
|
32.2*
|
|
Certification of C. David Cone, Chief Financial Officer, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
*
|
Filed herewith.
|
**
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.
|
†
|
Management contract or compensatory plan in which directors and/or executive officers are eligible to participate.
|
A.
|
The Partnership is governed by an amended and restated agreement of exempted limited partnership dated 9 April 2013, as previously amended by the amendments thereto, dated March 15, 2015, January 11, 2018 and September 26, 2018 (the “
Agreement
”
)
.
|
B.
|
The General Partner desires to amend the Agreement in accordance with clause 16.1 of the Agreement as set forth in this Amendment, with effect from the date hereof.
|
C.
|
Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
|
1.
|
This Amendment shall be effective in amending the Agreement on the terms of this Amendment from the date hereof.
|
2.
|
The definition of “Transfer” set forth in Section 1 of the Agreement shall be amended in its entirely as follows:
|
3.
|
The Agreement shall be amended by adding the following definitions to Section 1 of the Agreement, in alphabetical order:
|
4.
|
The Agreement shall be amended by adding the following as a new Section 11.7, immediately following Section 11.6 of the Agreement:
|
5.
|
Except as amended and modified hereby, the terms and provisions of the Agreement remain in full force and effect. Any reference herein to the Agreement and any future reference to the Agreement shall be deemed to be a reference to the Agreement as amended by this Amendment and as the same may, from time to time, be hereafter further amended or modified.
|
6.
|
This Amendment is made pursuant to and is governed by the laws of the Cayman Islands.
|
|
|
|
|
|
GENERAL PARTNER
|
|
|
|
|
|
|
|
||
EXECUTED as a Deed by
|
|
)
|
|
|
TMM Holdings II GP, ULC
|
|
)
|
|
|
acting by:
|
|
)
|
|
/s/ Darrell C. Sherman
|
|
|
)
|
|
Name: Darrell C. Sherman
|
in the presence of:
|
|
)
|
|
Title: Chief Legal Officer, Executive Vice President and Secretary
|
|
|
)
|
|
|
|
|
)
|
|
|
/s/ Benjamin Aronovitch
|
|
)
|
|
|
Witness
|
|
|
|
|
Benjamin Aronovitch
|
|
|
|
|
/s/ Sheryl Palmer
____________________
Sheryl Palmer
|
/s/ Darrell Sherman
__________________
Darrell Sherman
|
/s/ Dave Cone
______________________
Dave Cone
|
/s/ Peter Lane
______________________
Peter Lane
|
4.
|
Holdco Representations
. In connection with the transactions contemplated hereby, Holdco
represents and warrants to the Management Holders as of the Closing as follows:
|
a.
|
Organization and Standing
. Holdco is duly organized or formed, validly existing in good standing under the laws of the jurisdiction of its incorporation or formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
|
b.
|
Authority
. Holdco has all requisite corporate power and authority necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Holdco have been duly and validly authorized by all necessary corporate action on the part of Holdco, and no other corporate proceedings on the part of Holdco are necessary to adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Holdco and this Agreement constitutes a legal, valid and binding obligation of Holdco enforceable against Holdco in accordance with the terms hereof.
|
c.
|
Shares
. When the Issued Shares have been delivered and paid for in accordance with this Agreement at Closing, such Issued Shares will have been, validly issued, fully paid and nonassessable.
|
a.
|
Authority
. Such Management Holder has the legal capacity necessary to execute, deliver and perform his, her or its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Management Holder, and this Agreement constitutes a legal, valid and binding obligation of such Management Holder, enforceable against such Management Holder in accordance with the terms hereof.
|
b.
|
No Conflict
. The execution and delivery by such Management Holder of this Agreement does not, and the consummation by such Management Holder of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to such Management Holder or (ii) any contract, agreement or instrument by which such Management Holder is bound.
|
c.
|
Title
. Immediately prior to the Contribution and Surrender at Closing, such Management Holder holds good and valid title to his, her or its Paired Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to Holdco, such Paired Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Paired Interests (including by crediting to a securities account of Holdco) and payment therefor pursuant hereto, assuming that Holdco has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “
UCC
”), (A) under 8-501 of the UCC, Holdco will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Paired Interests purchased by Holdco and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against Holdco.
|
d.
|
Access to and Evaluation of Information Concerning Holdco
. Such Management Holder (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Contribution and Issuance Transaction. Such Management Holder has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Contribution and Issuance Transaction, and has had full access to such other information concerning the Contribution and Issuance Transaction as it has requested. Such Management Holder has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Management Holder is an informed and sophisticated party and has engaged, to the extent such Management Holder deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Management Holder acknowledges that such Management Holder has not relied upon any express or implied representations or warranties of any nature made by or on behalf of Holdco, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Management Holder in this Agreement.
|
e.
|
No View to Distribution
. Such Management Holder is acquiring its entire beneficial ownership interest in the Issued Shares for the Management Holder’s own account or the account of its Affiliates and not as a nominee or agent, and with no present intention of distributing the Issued Shares or any part thereof, and such Management Holder has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities Laws of the United States or any state, without prejudice, however, to the Management Holder’s right at all times to sell or otherwise dispose of all or any part of the Issued Shares under a registration statement under the Securities Act of 1933, as amended (the “
Securities Act
”) and applicable state securities laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If such Management Holder should in the future decide to dispose of any of the Shares, the Management Holder understands and agrees (a) that it may do so only in compliance with the Securities Act and applicable state securities Law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities.
|
f.
|
No General Solicitation
. Such Management Holder acknowledges that the Issued Shares were not offered to such Management Holder by means of any form of
|
g.
|
Restricted Securities
. Such Management Holder understands that the Issued Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Holdco in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may not be resold absent registration under the Securities Act or an exemption therefrom. In this connection, such Management Holder represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.
|
h.
|
Risk Factors
. Such Management Holder understands and is aware that an investment in the Issued Shares involves substantial risks, including the risks as set forth in TMHC’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act.
|
TMM Units
|
Holdco Class B Shares
|
123,046
|
123,046
|
TMM Units
|
Holdco Class B Shares
|
31,848
|
31,848
|
|
|
|
Legal Entity
|
|
Jurisdiction of Organization
|
Avatar Homes of Arizona, Inc.
|
|
Arizona
|
AVH Carolinas, LLC
|
|
Arizona
|
AVH DFW, LLC
|
|
Arizona
|
AVH EM, LLC
|
|
Arizona
|
AVH Mortgage, LLC
|
|
Arizona
|
AV Homes of Arizona, LLC
|
|
Arizona
|
AV Homes of Raleigh, LLC
|
|
Arizona
|
ATPD, LLC
|
|
Arizona
|
EM 646, LLC
|
|
Arizona
|
JCH Construction, LLC
|
|
Arizona
|
Rio Rico Properties Inc.
|
|
Arizona
|
Taylor Morrison Holdings of Arizona, Inc.
|
|
Arizona
|
Taylor Morrison/Arizona, Inc.
|
|
Arizona
|
TM Homes of Arizona, Inc.
|
|
Arizona
|
Taylor Morrison Holdings ULC
|
|
British Columbia
|
TMM Holdings (G.P.) ULC
|
|
British Columbia
|
TMM Holdings Limited Partnership
|
|
British Columbia
|
Taylor Morrison of California, LLC
|
|
California
|
TMM Debt Holdings, Ltd.
|
|
Cayman Islands
|
Taylor Morrison of Colorado, Inc.
|
|
Colorado
|
Avatar Retirement Communities, Inc.
|
|
Delaware
|
AV Homes, Inc
|
|
Delaware
|
Aylesbury (USA), LLC
|
|
Delaware
|
Cave Butte Development Partners, LLC
|
|
Delaware
|
JCH Group, LLC
|
|
Delaware
|
Mattamy Home Funding, LLC
|
|
Delaware
|
Marblehead Development Partners LLC
|
|
Delaware
|
Pacific Point Development Partners, LLC
|
|
Delaware
|
Santaluz, LLC
|
|
Delaware
|
Taylor Morrison Communities, Inc.
|
|
Delaware
|
Taylor Morrison Finance, Inc.
|
|
Delaware
|
Taylor Morrison Holdings, Inc.
|
|
Delaware
|
Taylor Morrison Pacific Point Holdings, LLC
|
|
Delaware
|
Taylor Morrison Services Inc.
|
|
Delaware
|
Taylor Morrison, Inc.
|
|
Delaware
|
Taylor Morrison Marblehead Holdings, LLC
|
|
Delaware
|
Taylor Morrison Tramonto Holdings, LLC
|
|
Delaware
|
Taylor Woodrow Insurance Services, Inc.
|
|
Delaware
|
Taylor Woodrow U.S. Tower, Inc.
|
|
Delaware
|
TM California Services, Inc.
|
|
Delaware
|
Tramonto Development Partners, LLC
|
|
Delaware
|
Tramonto Land Holdings, LLC
|
|
Delaware
|
Avatar Properties, Inc
|
|
Florida
|
AV Homes Legacy Developers, Inc.
|
|
Florida
|
AVH North Florida, LLC
|
|
Florida
|
AVH Realty, LLC
|
|
Florida
|
Fieldstone Land, LLC
|
|
Florida
|
Inspired Title Services, LLC
|
|
Florida
|
Mortgage Funding Direct Ventures, LLC
|
|
Florida
|
Neal Communities Funding, LLC
|
|
Florida
|
Royal Oak Homes, LLC
|
|
Florida
|
Solivita at Poinciana Golf Club, Inc.
|
|
Florida
|
Solivita at Poinciana, Inc.
|
|
Florida
|
Solivita at Poinciana Recreation, Inc.
|
|
Florida
|
Taylor Morrison Esplanade Naples, LLC
|
|
Florida
|
Taylor Morrison Home Funding, LLC
|
|
Florida
|
Taylor Morrison of Florida, Inc.
|
|
Florida
|
Taylor Morrison Realty of Florida, Inc.
|
|
Florida
|
Taylor Woodrow Communities at Artisan Lakes, L.L.C.
|
|
Florida
|
Taylor Woodrow Communities at Herons Glen, L.L.C.
|
|
Florida
|
Taylor Woodrow Communities at Mirasol, Ltd.
|
|
Florida
|
Taylor Woodrow Communities at Portico, L.L.C.
|
|
Florida
|
Taylor Woodrow Communities at St. Johns Forest, L.L.C.
|
|
Florida
|
Taylor Woodrow Communities at Vasari, L.L.C.
|
|
Florida
|
Taylor Woodrow Homes - Central Florida Division, L.L.C.
|
|
Florida
|
Taylor Woodrow Homes - Southwest Florida Division Inc.
|
|
Florida
|
The Beach Residences, L.L.C.
|
|
Florida
|
Total Florida Title, Inc.
|
|
Florida
|
TM Oyster Harbor, LLC
|
|
Florida
|
TW Acquisitions, Inc.
|
|
Florida
|
TW/Beach Residences - Hollywood, L.L.C.
|
|
Florida
|
TW/Beach Residences - Madeira, L.L.C.
|
|
Florida
|
Vitalia at Tradition, LLC
|
|
Florida
|
AVH Nevada, LLC
|
|
Nevada
|
JCH Construction, LLC
|
|
Nevada
|
Bonterra Builders, LLC
|
|
North Carolina
|
|
|
|
Legal Entity
|
|
Jurisdiction of Organization
|
TW/Beach Residences - Venice Beach, L.L.C.
|
|
Florida
|
TW/Olson - Indrio, LLC
|
|
Florida
|
TW/Olson - Magnolia, LLC
|
|
Florida
|
TW/Olson - Thomas Drive, L.L.C.
|
|
Florida
|
TW/Olson Holdings, LLC
|
|
Florida
|
TW/Olson Realty, L.L.C.
|
|
Florida
|
TW/Olson Venture Management, L.L.C.
|
|
Florida
|
TWC/Mirasol, Inc.
|
|
Florida
|
Taylor Morrison of Georgia, LLC
|
|
Georgia
|
Taylor Morrison Realty of Georgia, Inc.
|
|
Georgia
|
Taylor Morrison of Illinois, Inc.
|
|
Illinois
|
Taylor Morrison of Nevada, LLC
|
|
Nevada
|
Taylor Morrison of Carolinas, Inc.
|
|
North Carolina
|
Advantage Title of Ft. Bend, L.C.
|
|
Texas
|
Advantage Title of Travis County, L.C.
|
|
Texas
|
Darling Frisco Partners, Ltd.
|
|
Texas
|
Darling Homes of Texas, LLC
|
|
Texas
|
DFP Texas (GP), LLC
|
|
Texas
|
Falconhead West, L.P.
|
|
Texas
|
Taylor Morrison at Crystal Falls, LLC
|
|
Texas
|
Taylor Morrison of Texas, Inc.
|
|
Texas
|
Taylor Woodrow Communities at Seven Meadows, Ltd.
|
|
Texas
|
Taylor Woodrow Communities — League City, Ltd.
|
|
Texas
|
Taylor Woodrow Homes Houston (GP), L.L.C.
|
|
Texas
|
TMC Travisso GP, LLC
|
|
Texas
|
TMC Travisso LP, LLC
|
|
Texas
|
Travisso, Ltd.
|
|
Texas
|
TWC/Falconhead West, L.L.C.
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Texas
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TWC/Seven Meadows, L.L.C.
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Texas
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TWC/Steiner Ranch, L.L.C.
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Texas
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Beneva Indemnity Company
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Vermont
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By:
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/s/ Sheryl D. Palmer
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Sheryl D. Palmer
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Chairman of the Board of Directors and Chief Executive Officer
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Taylor Morrison Home Corporation
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By:
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/s/ C. David Cone
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C. David Cone
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Executive Vice President and Chief Financial Officer
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Taylor Morrison Home Corporation
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 20, 2019
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/s/ Sheryl D. Palmer
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Sheryl D. Palmer
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Chairman of the Board of Directors and Chief Executive Officer
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Taylor Morrison Home Corporation
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 20, 2019
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/s/ C. David Cone
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C. David Cone
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Executive Vice President and Chief Financial Officer
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Taylor Morrison Home Corporation
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