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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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33-0864902
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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4695 MacArthur Court
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Newport Beach
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California
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92660
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8th Floor
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value
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WLH
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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Class of Common Stock
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Outstanding at August 2, 2019
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Common stock, Class A, par value $0.01
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33,017,279
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Common stock, Class B, par value $0.01
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4,817,394
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Page
No.
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||
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Item 1.
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Financial Statements as of June 30, 2019, and for the three and six months ended June 30, 2019 and 2018 (Unaudited)
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 1.
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Financial Statements
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June 30,
2019 |
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December 31,
2018 |
||||
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(unaudited)
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|
|
||||
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ASSETS
|
|
|
|
||||
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Cash and cash equivalents — Note 1
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$
|
35,498
|
|
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$
|
33,779
|
|
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Receivables
|
16,086
|
|
|
13,502
|
|
||
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Escrow proceeds receivable
|
—
|
|
|
—
|
|
||
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Real estate inventories — Note 7
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|
|
|
||||
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Owned
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2,349,438
|
|
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2,333,207
|
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Not owned
|
240,015
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|
|
315,576
|
|
||
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Investment in unconsolidated joint ventures — Note 5
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6,686
|
|
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5,542
|
|
||
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Goodwill
|
123,695
|
|
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123,695
|
|
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Intangibles, net of accumulated amortization of $4,640 as of June 30, 2019 and December 31, 2018
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6,700
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|
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6,700
|
|
||
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Deferred income taxes
|
46,255
|
|
|
47,241
|
|
||
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Lease right-of-use assets
|
37,493
|
|
|
13,561
|
|
||
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Financial services assets — Note 9:
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45,367
|
|
|
—
|
|
||
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Other assets, net
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38,889
|
|
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36,971
|
|
||
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Total assets
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$
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2,946,122
|
|
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$
|
2,929,774
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|
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LIABILITIES AND EQUITY
|
|
|
|
||||
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Accounts payable
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$
|
114,026
|
|
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$
|
128,371
|
|
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Accrued expenses
|
122,871
|
|
|
150,155
|
|
||
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Financial services liabilities — Note 9:
|
31,452
|
|
|
—
|
|
||
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Liabilities from inventories not owned — Note 15
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240,015
|
|
|
315,576
|
|
||
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Notes payable — Note 8:
|
|
|
|
||||
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Revolving credit facility
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133,000
|
|
|
45,000
|
|
||
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Construction notes payable
|
1,342
|
|
|
1,231
|
|
||
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Joint venture notes payable
|
155,892
|
|
|
151,788
|
|
||
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7% Senior Notes due August 15, 2022 — Note 8
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347,821
|
|
|
347,456
|
|
||
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6% Senior Notes due September 1, 2023 — Note 8
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344,526
|
|
|
343,878
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|
||
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5.875% Senior Notes due January 31, 2025 — Note 8
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428,775
|
|
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431,992
|
|
||
|
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1,919,720
|
|
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1,915,447
|
|
||
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Commitments and contingencies — Note 15
|
|
|
|
|
|
||
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Equity:
|
|
|
|
||||
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William Lyon Homes stockholders’ equity
|
|
|
|
||||
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Preferred stock, par value $0.01 per share; 10,000,000 shares authorized and no shares issued and outstanding at June 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
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Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 33,972,103 and 33,904,972 shares issued, 33,009,795 and 32,690,378 shares outstanding at June 30, 2019 and December 31, 2018, respectively
|
340
|
|
|
339
|
|
||
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Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 4,817,394 shares issued and outstanding at June 30, 2019 and December 31, 2018
|
48
|
|
|
48
|
|
||
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Additional paid-in capital
|
447,910
|
|
|
445,545
|
|
||
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Retained earnings
|
435,960
|
|
|
417,390
|
|
||
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Total William Lyon Homes stockholders’ equity
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884,258
|
|
|
863,322
|
|
||
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Noncontrolling interests — Note 4
|
142,144
|
|
|
151,005
|
|
||
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Total equity
|
1,026,402
|
|
|
1,014,327
|
|
||
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Total liabilities and equity
|
$
|
2,946,122
|
|
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$
|
2,929,774
|
|
|
|
|
||||||||||||||
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|
Three
Months Ended June 30, 2019 |
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Three
Months Ended June 30, 2018 |
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Six
Months Ended June 30, 2019 |
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Six
Months Ended June 30, 2018 |
||||||||
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Operating revenue
|
|
|
|
|
|
|
|
||||||||
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Home sales — Note 1
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$
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463,517
|
|
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$
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518,432
|
|
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$
|
917,292
|
|
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$
|
890,817
|
|
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Construction services — Note 1
|
1,952
|
|
|
1,020
|
|
|
4,041
|
|
|
2,003
|
|
||||
|
|
465,469
|
|
|
519,452
|
|
|
921,333
|
|
|
892,820
|
|
||||
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Operating costs
|
|
|
|
|
|
|
|
||||||||
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Cost of sales — homes
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(389,483
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)
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(425,572
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)
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|
(770,527
|
)
|
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(732,880
|
)
|
||||
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Construction services — Note 1
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(1,785
|
)
|
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(959
|
)
|
|
(3,754
|
)
|
|
(1,942
|
)
|
||||
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Sales and marketing
|
(25,366
|
)
|
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(28,848
|
)
|
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(50,643
|
)
|
|
(51,541
|
)
|
||||
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General and administrative
|
(29,472
|
)
|
|
(28,507
|
)
|
|
(58,598
|
)
|
|
(53,028
|
)
|
||||
|
Transaction expenses
|
—
|
|
|
(777
|
)
|
|
—
|
|
|
(3,907
|
)
|
||||
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Other
|
(695
|
)
|
|
(621
|
)
|
|
(1,039
|
)
|
|
(919
|
)
|
||||
|
|
(446,801
|
)
|
|
(485,284
|
)
|
|
(884,561
|
)
|
|
(844,217
|
)
|
||||
|
Operating income
|
18,668
|
|
|
34,168
|
|
|
36,772
|
|
|
48,603
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Financial services
|
|
|
|
|
|
|
|
||||||||
|
Equity in income of unconsolidated joint ventures — Note 5
|
1,378
|
|
|
533
|
|
|
2,290
|
|
|
1,465
|
|
||||
|
(Loss) income from financial services operations — Note 9
|
(1,222
|
)
|
|
—
|
|
|
(1,222
|
)
|
|
—
|
|
||||
|
Transaction expenses — Note 2
|
(990
|
)
|
|
—
|
|
|
(990
|
)
|
|
—
|
|
||||
|
Financial services (loss) income
|
(834
|
)
|
|
533
|
|
|
78
|
|
|
1,465
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (loss), net
|
453
|
|
|
311
|
|
|
1,084
|
|
|
346
|
|
||||
|
Income before extinguishment of debt
|
18,287
|
|
|
35,012
|
|
|
37,934
|
|
|
50,414
|
|
||||
|
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
383
|
|
|
—
|
|
||||
|
Income before provision for income taxes
|
18,287
|
|
|
35,012
|
|
|
38,317
|
|
|
50,414
|
|
||||
|
Provision for income taxes — Note 12
|
(3,857
|
)
|
|
(7,776
|
)
|
|
(8,753
|
)
|
|
(10,590
|
)
|
||||
|
Net income
|
14,430
|
|
|
27,236
|
|
|
29,564
|
|
|
39,824
|
|
||||
|
Less: Net income attributable to noncontrolling interests
|
(3,979
|
)
|
|
(4,781
|
)
|
|
(10,994
|
)
|
|
(9,041
|
)
|
||||
|
Net income available to common stockholders
|
$
|
10,451
|
|
|
$
|
22,455
|
|
|
$
|
18,570
|
|
|
$
|
30,783
|
|
|
Income per common share:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.28
|
|
|
$
|
0.59
|
|
|
$
|
0.49
|
|
|
$
|
0.81
|
|
|
Diluted
|
$
|
0.27
|
|
|
$
|
0.57
|
|
|
$
|
0.48
|
|
|
$
|
0.77
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
37,818,127
|
|
|
38,017,211
|
|
|
37,715,019
|
|
|
37,974,471
|
|
||||
|
Diluted
|
39,260,702
|
|
|
39,688,271
|
|
|
39,051,131
|
|
|
39,772,437
|
|
||||
|
|
William Lyon Homes Stockholders
|
|
|
|
|
|||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In
|
|
|
|
Non-
Controlling
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Retained Earnings
|
|
Interests
|
|
Total
|
|||||||||||
|
Balance - December 31, 2017
|
39,085
|
|
|
$
|
392
|
|
|
$
|
454,286
|
|
|
$
|
325,794
|
|
|
$
|
80,158
|
|
|
$
|
860,630
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,328
|
|
|
4,260
|
|
|
12,588
|
|
|||||
|
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,062
|
|
|
4,062
|
|
|||||
|
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,106
|
)
|
|
(17,106
|
)
|
|||||
|
Repurchases of common stock
|
(205
|
)
|
|
(2
|
)
|
|
(4,998
|
)
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
|
Shares remitted to Company to satisfy employee tax obligations
|
(186
|
)
|
|
(2
|
)
|
|
(4,694
|
)
|
|
—
|
|
|
—
|
|
|
(4,696
|
)
|
|||||
|
Stock based compensation expense
|
577
|
|
|
5
|
|
|
3,176
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
|||||
|
Balance - March 31, 2018
|
39,271
|
|
|
$
|
393
|
|
|
$
|
447,770
|
|
|
$
|
334,122
|
|
|
$
|
71,374
|
|
|
$
|
853,659
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
22,455
|
|
|
4,781
|
|
|
27,236
|
|
|||||
|
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,040
|
|
|
116,040
|
|
|||||
|
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,865
|
)
|
|
(16,865
|
)
|
|||||
|
Repurchases of common stock
|
(48
|
)
|
|
(1
|
)
|
|
(1,120
|
)
|
|
—
|
|
|
—
|
|
|
(1,121
|
)
|
|||||
|
Shares remitted to Company to satisfy employee tax obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Stock based compensation expense
|
2
|
|
|
—
|
|
|
2,006
|
|
|
—
|
|
|
—
|
|
|
2,006
|
|
|||||
|
Balance - June 30, 2018
|
39,225
|
|
|
$
|
392
|
|
|
$
|
448,656
|
|
|
$
|
356,577
|
|
|
$
|
175,330
|
|
|
$
|
980,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Balance - December 31, 2018
|
38,722
|
|
|
387
|
|
|
445,545
|
|
|
417,390
|
|
|
151,005
|
|
|
1,014,327
|
|
|||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,119
|
|
|
7,015
|
|
|
15,134
|
|
|||||
|
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,389
|
|
|
1,389
|
|
|||||
|
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,058
|
)
|
|
(11,058
|
)
|
|||||
|
Shares remitted to Company to satisfy employee tax obligations
|
(166
|
)
|
|
(1
|
)
|
|
(2,355
|
)
|
|
—
|
|
|
—
|
|
|
(2,356
|
)
|
|||||
|
Stock based compensation expense
|
281
|
|
|
2
|
|
|
2,763
|
|
|
—
|
|
|
—
|
|
|
2,765
|
|
|||||
|
Balance - March 31, 2019
|
38,837
|
|
|
388
|
|
|
445,953
|
|
|
425,509
|
|
|
148,351
|
|
|
1,020,201
|
|
|||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
10,451
|
|
|
3,979
|
|
|
14,430
|
|
|||||
|
Cash contributions from members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,465
|
|
|
1,465
|
|
|||||
|
Cash distributions to members of consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,651
|
)
|
|
(11,651
|
)
|
|||||
|
Exercise of stock options
|
2
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
|
Stock based compensation expense
|
(50
|
)
|
|
—
|
|
|
1,963
|
|
|
—
|
|
|
—
|
|
|
1,963
|
|
|||||
|
Balance - June 30, 2019
|
38,789
|
|
|
388
|
|
|
447,910
|
|
|
435,960
|
|
|
142,144
|
|
|
1,026,402
|
|
|||||
|
|
Six
Months Ended June 30, 2019 |
|
Six
Months Ended June 30, 2018 |
||||
|
Operating activities
|
|
|
|
||||
|
Net income
|
$
|
29,564
|
|
|
$
|
39,824
|
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
1,541
|
|
|
3,972
|
|
||
|
Net change in deferred income taxes
|
986
|
|
|
1,470
|
|
||
|
Stock based compensation expense
|
4,728
|
|
|
5,187
|
|
||
|
Equity in income of unconsolidated joint ventures
|
(2,290
|
)
|
|
(1,465
|
)
|
||
|
Distributions from unconsolidated joint ventures
|
1,257
|
|
|
3,815
|
|
||
|
(Gain) loss on extinguishment of debt
|
(383
|
)
|
|
—
|
|
||
|
Net changes in operating assets and liabilities:
|
|
|
|
||||
|
Receivables
|
(2,695
|
)
|
|
(2,441
|
)
|
||
|
Escrow proceeds receivable
|
—
|
|
|
(478
|
)
|
||
|
Real estate inventories - owned
|
62,669
|
|
|
(198,518
|
)
|
||
|
Real estate inventories - not owned
|
(75,561
|
)
|
|
—
|
|
||
|
Financial services, net
|
(10,015
|
)
|
|
—
|
|
||
|
Other assets, net
|
(4,045
|
)
|
|
(1,693
|
)
|
||
|
Accounts payable
|
(14,345
|
)
|
|
20,935
|
|
||
|
Accrued expenses
|
(51,214
|
)
|
|
(558
|
)
|
||
|
Net cash (used in) operating activities
|
(59,803
|
)
|
|
(129,950
|
)
|
||
|
Investing activities
|
|
|
|
||||
|
Cash paid for acquisitions, net of cash acquired
|
(3,900
|
)
|
|
(475,221
|
)
|
||
|
Sales (purchases) of property and equipment
|
310
|
|
|
(6,183
|
)
|
||
|
Net cash (used in) investing activities
|
(3,590
|
)
|
|
(481,404
|
)
|
||
|
Financing activities
|
|
|
|
||||
|
Proceeds from borrowings on notes payable
|
67,112
|
|
|
120,739
|
|
||
|
Principal payments on notes payable
|
(62,897
|
)
|
|
(53,898
|
)
|
||
|
Principal payments on 5.75% Senior Notes
|
—
|
|
|
(150,000
|
)
|
||
|
Principal payments on 5.875% Senior Notes
|
(3,591
|
)
|
|
—
|
|
||
|
Proceeds from issuance of 6% Senior Notes
|
—
|
|
|
350,000
|
|
||
|
Proceeds from borrowings on revolver
|
285,000
|
|
|
255,000
|
|
||
|
Payments on revolver
|
(197,000
|
)
|
|
(110,000
|
)
|
||
|
Payment of principal portion of finance lease liabilities
|
(1,208
|
)
|
|
—
|
|
||
|
Payment of deferred loan costs
|
(87
|
)
|
|
(9,340
|
)
|
||
|
Proceeds from stock options exercised
|
(6
|
)
|
|
—
|
|
||
|
Shares remitted to, or withheld by the Company for employee tax withholding
|
(2,356
|
)
|
|
(4,696
|
)
|
||
|
Payments to repurchase common stock
|
—
|
|
|
(6,121
|
)
|
||
|
Cash contributions from members of consolidated entities
|
2,854
|
|
|
120,102
|
|
||
|
Cash distributions to members of consolidated entities
|
(22,709
|
)
|
|
(33,971
|
)
|
||
|
Net cash provided by financing activities
|
65,112
|
|
|
477,815
|
|
||
|
Net increase (decrease) in cash and cash equivalents
|
1,719
|
|
|
(133,539
|
)
|
||
|
Cash and cash equivalents — beginning of period
|
33,779
|
|
|
182,710
|
|
||
|
Cash and cash equivalents — end of period
|
$
|
35,498
|
|
|
$
|
49,171
|
|
|
Supplemental disclosures:
|
|
|
|
||||
|
Cash paid for taxes
|
$
|
22,525
|
|
|
$
|
21,298
|
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|||
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
5,074
|
|
|
$
|
5,387
|
|
|
Right-of-use assets obtained in exchange for new financing lease liabilities
|
$
|
18,858
|
|
|
$
|
—
|
|
|
Accrued deferred loan costs
|
$
|
13
|
|
|
$
|
869
|
|
|
Accrued holdback on purchase of South Pacific Financial Corporation - Note 2
|
$
|
5,000
|
|
|
$
|
—
|
|
|
Inventory reclassified to Other assets upon adoption of ASC 606
|
$
|
—
|
|
|
$
|
5,365
|
|
|
Non-cash additions to Real estate inventories - not owned and Liabilities from inventories not owned
|
$
|
(75,561
|
)
|
|
$
|
52,776
|
|
|
|
Six
Months Ended June 30, 2019 |
|
Six
Months Ended June 30, 2018 |
||||
|
Warranty liability, beginning of period
|
$
|
13,000
|
|
|
$
|
13,643
|
|
|
Warranty provision during period (1)
|
4,768
|
|
|
3,913
|
|
||
|
Warranty payments, net of insurance recoveries during period
|
(7,573
|
)
|
|
(6,121
|
)
|
||
|
Warranty charges related to construction services projects
|
(35
|
)
|
|
16
|
|
||
|
Warranty liability, end of period
|
$
|
10,160
|
|
|
$
|
11,451
|
|
|
(1)
|
In connection with the RSI Acquisition (see Note 3) in 2018, the Company assumed warranty liability of $0.6 million for units closed prior to the RSI Acquisition date and for which has been included in this line item for purposes of this table.
|
|
|
Three
Months Ended June 30, 2019 |
|
Three
Months Ended June 30, 2018 |
|
Six
Months Ended June 30, 2019 |
|
Six
Months Ended June 30, 2018 |
||||||||
|
Interest incurred
|
$
|
23,910
|
|
|
$
|
22,808
|
|
|
$
|
47,990
|
|
|
$
|
42,066
|
|
|
Less: Interest capitalized
|
23,910
|
|
|
22,808
|
|
|
47,990
|
|
|
42,066
|
|
||||
|
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cash paid for interest
|
$
|
5,613
|
|
|
$
|
1,611
|
|
|
$
|
46,398
|
|
|
$
|
31,101
|
|
|
Cash on hand
|
$
|
3,900
|
|
|
Purchase price holdback
|
5,000
|
|
|
|
|
$
|
8,900
|
|
|
Assets Acquired
|
|
|||
|
|
Receivables
|
$
|
1,908
|
|
|
|
Mortgages held for sale
|
17,597
|
|
|
|
|
Derivative hedge portfolio
|
1,519
|
|
|
|
|
Goodwill
|
4,500
|
|
|
|
|
Other
|
1,426
|
|
|
|
|
Total Assets
|
$
|
26,950
|
|
|
|
|
|
||
|
Liabilities Assumed
|
|
|||
|
|
Accounts payable
|
$
|
206
|
|
|
|
Accrued expenses
|
3,053
|
|
|
|
|
Warehouse facilities
|
14,791
|
|
|
|
|
Total liabilities
|
18,050
|
|
|
|
|
Net assets acquired
|
$
|
8,900
|
|
|
|
Three Months Ended June 30, 2019
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2018
|
||||||||
|
Operating revenues
|
$
|
465,469
|
|
|
$
|
519,452
|
|
|
$
|
921,333
|
|
|
$
|
892,820
|
|
|
Net income available to common stockholders
|
$
|
10,271
|
|
|
$
|
22,532
|
|
|
$
|
17,147
|
|
|
$
|
31,260
|
|
|
Income per share - basic
|
$
|
0.27
|
|
|
$
|
0.59
|
|
|
$
|
0.45
|
|
|
$
|
0.82
|
|
|
Income per share - diluted
|
$
|
0.26
|
|
|
$
|
0.57
|
|
|
$
|
0.44
|
|
|
$
|
0.79
|
|
|
Net proceeds received from RSI inventory involved in land banking transactions
|
$
|
194,131
|
|
|
Issuance of 6.00% Senior Notes due September 1, 2023
|
190,437
|
|
|
|
Cash on hand
|
94,760
|
|
|
|
|
$
|
479,328
|
|
|
Assets Acquired
|
|
|||
|
|
Real estate inventories
|
$
|
434,628
|
|
|
|
Goodwill
|
56,793
|
|
|
|
|
Other
|
7,771
|
|
|
|
|
Total Assets
|
$
|
499,192
|
|
|
|
|
|
||
|
Liabilities Assumed
|
|
|||
|
|
Accounts payable
|
$
|
9,315
|
|
|
|
Accrued expenses
|
8,244
|
|
|
|
|
Notes payable
|
2,305
|
|
|
|
|
Total liabilities
|
19,864
|
|
|
|
|
Net assets acquired
|
$
|
479,328
|
|
|
|
Three Months Ended June 30, 2018
|
Six Months Ended June 30, 2018
|
||||
|
Operating revenues
|
$
|
519,452
|
|
$
|
933,255
|
|
|
Net income available to common stockholders
|
$
|
22,455
|
|
$
|
30,587
|
|
|
Income per share - basic
|
$
|
0.59
|
|
$
|
0.81
|
|
|
Income per share - diluted
|
$
|
0.57
|
|
$
|
0.77
|
|
|
|
Three Months Ended June 30, 2019
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2018
|
||||||||
|
Revenues
|
$
|
6,790
|
|
|
$
|
4,179
|
|
|
$
|
10,987
|
|
|
$
|
7,888
|
|
|
Cost of sales
|
(3,985
|
)
|
|
(3,009
|
)
|
|
(6,327
|
)
|
|
(4,927
|
)
|
||||
|
Income of unconsolidated joint ventures
|
$
|
2,805
|
|
|
$
|
1,170
|
|
|
$
|
4,660
|
|
|
$
|
2,961
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Assets
|
|
|
|
|
||||||
|
|
Cash
|
|
$
|
6,063
|
|
|
$
|
8,093
|
|
|
|
|
Loans held for sale
|
|
36,660
|
|
|
27,958
|
|
|||
|
|
Accounts receivable
|
|
1,266
|
|
|
884
|
|
|||
|
|
Other assets
|
|
98
|
|
|
115
|
|
|||
|
|
|
Total Assets
|
|
$
|
44,087
|
|
|
$
|
37,050
|
|
|
|
|
|
|
|
|
|
||||
|
Liabilities and Equity
|
|
|
|
|
||||||
|
|
Accounts payable
|
|
$
|
423
|
|
|
$
|
700
|
|
|
|
|
Accrued expenses
|
|
1,190
|
|
|
1,988
|
|
|||
|
|
Credit lines payable
|
|
34,841
|
|
|
26,775
|
|
|||
|
|
Other liabilities
|
|
71
|
|
|
49
|
|
|||
|
|
Members equity
|
|
7,562
|
|
|
7,538
|
|
|||
|
|
|
Total Liabilities and Equity
|
|
$
|
44,087
|
|
|
$
|
37,050
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Assets:
|
|
|
|
||||
|
Owned:
|
|
|
|
||||
|
California
|
$
|
850,656
|
|
|
$
|
930,714
|
|
|
Arizona
|
200,965
|
|
|
168,507
|
|
||
|
Nevada
|
181,945
|
|
|
189,363
|
|
||
|
Colorado
|
127,154
|
|
|
149,450
|
|
||
|
Washington
|
307,661
|
|
|
308,270
|
|
||
|
Oregon
|
473,817
|
|
|
440,105
|
|
||
|
Texas
|
285,904
|
|
|
234,093
|
|
||
|
Corporate (1)
|
232,638
|
|
|
193,696
|
|
||
|
|
$
|
2,660,740
|
|
|
$
|
2,614,198
|
|
|
Not Owned:
|
|
|
|
||||
|
California
|
$
|
63,523
|
|
|
$
|
91,849
|
|
|
Arizona
|
92,098
|
|
|
114,858
|
|
||
|
Washington
|
17,396
|
|
|
21,657
|
|
||
|
Texas
|
66,998
|
|
|
87,212
|
|
||
|
Homebuilding assets
|
$
|
2,914,878
|
|
|
$
|
2,929,774
|
|
|
|
|
|
|
||||
|
Financial services
|
$
|
45,367
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
|
Total Assets
|
$
|
2,946,122
|
|
|
$
|
2,929,774
|
|
|
(1)
|
Comprised primarily of cash and cash equivalents, receivables, deferred income taxes, and other assets.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Real estate inventories:
|
|
|
|
||||
|
Land deposits
|
$
|
127,068
|
|
|
$
|
147,327
|
|
|
Land and land under development
|
521,934
|
|
|
660,151
|
|
||
|
Finished lots
|
744,163
|
|
|
564,460
|
|
||
|
Homes completed and under construction
|
832,886
|
|
|
839,316
|
|
||
|
Model homes
|
123,387
|
|
|
121,953
|
|
||
|
Total
|
$
|
2,349,438
|
|
|
$
|
2,333,207
|
|
|
Real estate inventories not owned (1):
|
|
|
|
||||
|
Other land options contracts — land banking arrangement
|
$
|
240,015
|
|
|
$
|
315,576
|
|
|
(1)
|
Represents the consolidation of a land banking arrangement. Although the Company is not obligated to purchase the lots, based on certain factors, the Company has determined that it is economically compelled to purchase the lots in the land banking arrangement and thus, has consolidated the assets and liabilities associated with this land bank. Amounts are net of deposits.
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Notes payable:
|
|
|
|
||||
|
Revolving credit facility
|
$
|
133,000
|
|
|
$
|
45,000
|
|
|
Construction notes payable
|
1,342
|
|
|
1,231
|
|
||
|
Joint venture notes payable
|
155,892
|
|
|
151,788
|
|
||
|
Total notes payable
|
290,234
|
|
|
198,019
|
|
||
|
|
|
|
|
||||
|
Senior notes:
|
|
|
|
||||
|
7% Senior Notes due August 15, 2022
|
347,821
|
|
|
347,456
|
|
||
|
6% Senior Notes due September 1, 2023
|
344,526
|
|
|
343,878
|
|
||
|
5.875% Senior Notes due January 31, 2025
|
428,775
|
|
|
431,992
|
|
||
|
Total senior notes
|
1,121,122
|
|
|
1,123,326
|
|
||
|
|
|
|
|
||||
|
Total notes payable and senior notes
|
$
|
1,411,356
|
|
|
$
|
1,321,345
|
|
|
Year Ending December 31,
|
|
||
|
Remaining in 2019
|
$
|
13,139
|
|
|
2020
|
44,406
|
|
|
|
2021
|
232,689
|
|
|
|
2022
|
350,000
|
|
|
|
2023
|
350,000
|
|
|
|
Thereafter
|
436,886
|
|
|
|
|
$
|
1,427,120
|
|
|
Issuance Date
|
|
Facility Size
|
|
Outstanding
|
|
Maturity
|
|
Current Rate
|
|
|||||
|
March, 2019
|
|
$
|
18.9
|
|
|
$
|
1.8
|
|
|
November, 2020
|
|
5.28
|
%
|
(3)
|
|
May, 2018
|
|
128.0
|
|
|
105.7
|
|
|
May, 2021
|
|
5.59
|
%
|
(2)
|
||
|
May, 2018
|
|
13.3
|
|
|
12.5
|
|
|
June, 2020
|
|
5.28
|
%
|
(3)
|
||
|
July, 2017
|
|
66.2
|
|
|
24.1
|
|
|
February, 2021
|
|
5.63
|
%
|
(2)
|
||
|
January, 2016
|
|
35.0
|
|
|
11.8
|
|
|
August, 2019
|
|
5.65
|
%
|
(1)
|
||
|
|
|
$
|
261.4
|
|
|
$
|
155.9
|
|
|
|
|
|
|
|
|
Year
|
Percentage
|
|
|
September 1, 2020
|
103.00
|
%
|
|
September 1, 2021
|
101.50
|
%
|
|
September 1, 2022
|
100.00
|
%
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
19,736
|
|
|
$
|
4,409
|
|
|
$
|
11,353
|
|
|
$
|
—
|
|
|
$
|
35,498
|
|
|
Receivables
|
—
|
|
|
8,724
|
|
|
4,051
|
|
|
3,311
|
|
|
—
|
|
|
16,086
|
|
||||||
|
Escrow proceeds receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Real estate inventories
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Owned
|
—
|
|
|
736,244
|
|
|
1,169,400
|
|
|
443,794
|
|
|
—
|
|
|
2,349,438
|
|
||||||
|
Not owned
|
—
|
|
|
92,098
|
|
|
147,917
|
|
|
—
|
|
|
—
|
|
|
240,015
|
|
||||||
|
Investment in unconsolidated joint ventures
|
—
|
|
|
6,536
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
6,686
|
|
||||||
|
Goodwill
|
—
|
|
|
14,209
|
|
|
109,486
|
|
|
—
|
|
|
—
|
|
|
123,695
|
|
||||||
|
Intangibles, net
|
—
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
||||||
|
Deferred income taxes, net
|
—
|
|
|
46,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,255
|
|
||||||
|
Lease right-of-use assets
|
—
|
|
|
18,681
|
|
|
—
|
|
|
18,812
|
|
|
—
|
|
|
37,493
|
|
||||||
|
Financial services assets
|
—
|
|
|
—
|
|
|
—
|
|
|
45,367
|
|
|
—
|
|
|
45,367
|
|
||||||
|
Other assets, net
|
—
|
|
|
27,266
|
|
|
9,603
|
|
|
2,020
|
|
|
—
|
|
|
38,889
|
|
||||||
|
Investments in subsidiaries
|
884,258
|
|
|
26,431
|
|
|
(978,104
|
)
|
|
—
|
|
|
67,415
|
|
|
—
|
|
||||||
|
Intercompany receivables
|
—
|
|
|
—
|
|
|
299,334
|
|
|
(17,557
|
)
|
|
(281,777
|
)
|
|
—
|
|
||||||
|
Total assets
|
$
|
884,258
|
|
|
$
|
996,180
|
|
|
$
|
772,946
|
|
|
$
|
507,100
|
|
|
$
|
(214,362
|
)
|
|
$
|
2,946,122
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable
|
$
|
—
|
|
|
$
|
49,204
|
|
|
$
|
32,285
|
|
|
$
|
32,537
|
|
|
$
|
—
|
|
|
$
|
114,026
|
|
|
Accrued expenses
|
—
|
|
|
109,485
|
|
|
13,286
|
|
|
100
|
|
|
—
|
|
|
122,871
|
|
||||||
|
Financial services liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
31,452
|
|
|
—
|
|
|
31,452
|
|
||||||
|
Liabilities from inventories not owned
|
—
|
|
|
92,098
|
|
|
147,917
|
|
|
—
|
|
|
—
|
|
|
240,015
|
|
||||||
|
Notes payable
|
—
|
|
|
133,000
|
|
|
1,342
|
|
|
155,892
|
|
|
—
|
|
|
290,234
|
|
||||||
|
7% Senior Notes
|
—
|
|
|
347,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,821
|
|
||||||
|
6% Senior Notes
|
—
|
|
|
344,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344,526
|
|
||||||
|
5.875% Senior Notes
|
—
|
|
|
428,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428,775
|
|
||||||
|
Intercompany payables
|
—
|
|
|
163,233
|
|
|
—
|
|
|
118,544
|
|
|
(281,777
|
)
|
|
—
|
|
||||||
|
Total liabilities
|
—
|
|
|
1,668,142
|
|
|
194,830
|
|
|
338,525
|
|
|
(281,777
|
)
|
|
1,919,720
|
|
||||||
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
William Lyon Homes stockholders’ equity
|
884,258
|
|
|
(671,962
|
)
|
|
578,116
|
|
|
26,431
|
|
|
67,415
|
|
|
884,258
|
|
||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
142,144
|
|
|
—
|
|
|
142,144
|
|
||||||
|
Total liabilities and equity
|
$
|
884,258
|
|
|
$
|
996,180
|
|
|
$
|
772,946
|
|
|
$
|
507,100
|
|
|
$
|
(214,362
|
)
|
|
$
|
2,946,122
|
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
21,450
|
|
|
$
|
2,888
|
|
|
$
|
9,441
|
|
|
$
|
—
|
|
|
$
|
33,779
|
|
|
Receivables
|
—
|
|
|
6,054
|
|
|
4,151
|
|
|
3,297
|
|
|
—
|
|
|
13,502
|
|
||||||
|
Real estate inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Owned
|
—
|
|
|
745,750
|
|
|
1,152,786
|
|
|
434,671
|
|
|
—
|
|
|
2,333,207
|
|
||||||
|
Not owned
|
—
|
|
|
114,859
|
|
|
200,717
|
|
|
—
|
|
|
—
|
|
|
315,576
|
|
||||||
|
Investment in unconsolidated joint ventures
|
—
|
|
|
5,392
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
5,542
|
|
||||||
|
Goodwill
|
—
|
|
|
14,209
|
|
|
109,486
|
|
|
—
|
|
|
—
|
|
|
123,695
|
|
||||||
|
Intangibles, net
|
—
|
|
|
—
|
|
|
6,700
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
||||||
|
Deferred income taxes, net
|
—
|
|
|
47,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,241
|
|
||||||
|
Lease right-of-use assets
|
—
|
|
|
13,561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,561
|
|
||||||
|
Other assets, net
|
—
|
|
|
26,797
|
|
|
9,688
|
|
|
486
|
|
|
—
|
|
|
36,971
|
|
||||||
|
Investments in subsidiaries
|
863,322
|
|
|
16,059
|
|
|
(961,950
|
)
|
|
—
|
|
|
82,569
|
|
|
—
|
|
||||||
|
Intercompany receivables
|
—
|
|
|
—
|
|
|
285,675
|
|
|
—
|
|
|
(285,675
|
)
|
|
—
|
|
||||||
|
Total assets
|
$
|
863,322
|
|
|
$
|
1,011,372
|
|
|
$
|
810,291
|
|
|
$
|
447,895
|
|
|
$
|
(203,106
|
)
|
|
$
|
2,929,774
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable
|
$
|
—
|
|
|
$
|
78,462
|
|
|
$
|
34,546
|
|
|
$
|
15,363
|
|
|
$
|
—
|
|
|
$
|
128,371
|
|
|
Accrued expenses
|
—
|
|
|
123,088
|
|
|
26,967
|
|
|
100
|
|
|
—
|
|
|
150,155
|
|
||||||
|
Liabilities from inventories not owned
|
—
|
|
|
114,859
|
|
|
200,717
|
|
|
—
|
|
|
—
|
|
|
315,576
|
|
||||||
|
Notes payable
|
—
|
|
|
45,000
|
|
|
1,231
|
|
|
151,788
|
|
|
—
|
|
|
198,019
|
|
||||||
|
7% Senior Notes
|
—
|
|
|
347,456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,456
|
|
||||||
|
6% Senior Notes
|
—
|
|
|
343,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343,878
|
|
||||||
|
5.875% Senior Notes
|
—
|
|
|
431,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431,992
|
|
||||||
|
Intercompany payables
|
—
|
|
|
172,095
|
|
|
—
|
|
|
113,580
|
|
|
(285,675
|
)
|
|
—
|
|
||||||
|
Total liabilities
|
—
|
|
|
1,656,830
|
|
|
263,461
|
|
|
280,831
|
|
|
(285,675
|
)
|
|
1,915,447
|
|
||||||
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
William Lyon Homes stockholders’ equity
|
863,322
|
|
|
(645,458
|
)
|
|
546,830
|
|
|
16,059
|
|
|
82,569
|
|
|
863,322
|
|
||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
151,005
|
|
|
—
|
|
|
151,005
|
|
||||||
|
Total liabilities and equity
|
$
|
863,322
|
|
|
$
|
1,011,372
|
|
|
$
|
810,291
|
|
|
$
|
447,895
|
|
|
$
|
(203,106
|
)
|
|
$
|
2,929,774
|
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Home sales
|
$
|
—
|
|
|
$
|
94,278
|
|
|
$
|
304,194
|
|
|
$
|
65,045
|
|
|
$
|
—
|
|
|
$
|
463,517
|
|
|
Construction services
|
—
|
|
|
—
|
|
|
1,952
|
|
|
—
|
|
|
—
|
|
|
1,952
|
|
||||||
|
Management fees
|
—
|
|
|
(1,996
|
)
|
|
—
|
|
|
—
|
|
|
1,996
|
|
|
—
|
|
||||||
|
|
—
|
|
|
92,282
|
|
|
306,146
|
|
|
65,045
|
|
|
1,996
|
|
|
465,469
|
|
||||||
|
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of sales - homes
|
—
|
|
|
(77,499
|
)
|
|
(257,974
|
)
|
|
(52,014
|
)
|
|
(1,996
|
)
|
|
(389,483
|
)
|
||||||
|
Construction services
|
—
|
|
|
—
|
|
|
(1,785
|
)
|
|
—
|
|
|
—
|
|
|
(1,785
|
)
|
||||||
|
Sales and marketing
|
—
|
|
|
(6,182
|
)
|
|
(16,539
|
)
|
|
(2,645
|
)
|
|
—
|
|
|
(25,366
|
)
|
||||||
|
General and administrative
|
—
|
|
|
(21,422
|
)
|
|
(8,046
|
)
|
|
(4
|
)
|
|
—
|
|
|
(29,472
|
)
|
||||||
|
Other
|
—
|
|
|
(1,301
|
)
|
|
572
|
|
|
34
|
|
|
—
|
|
|
(695
|
)
|
||||||
|
|
—
|
|
|
(106,404
|
)
|
|
(283,772
|
)
|
|
(54,629
|
)
|
|
(1,996
|
)
|
|
(446,801
|
)
|
||||||
|
Income from subsidiaries
|
10,451
|
|
|
10,684
|
|
|
—
|
|
|
—
|
|
|
(21,135
|
)
|
|
—
|
|
||||||
|
Operating income
|
10,451
|
|
|
(3,438
|
)
|
|
22,374
|
|
|
10,416
|
|
|
(21,135
|
)
|
|
18,668
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Financial services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity in income of unconsolidated joint ventures
|
—
|
|
|
1,057
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
1,378
|
|
||||||
|
(Loss) income from financial services operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,222
|
)
|
|
—
|
|
|
(1,222
|
)
|
||||||
|
Transaction expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(990
|
)
|
|
—
|
|
|
(990
|
)
|
||||||
|
Financial services income (loss)
|
—
|
|
|
1,057
|
|
|
321
|
|
|
(2,212
|
)
|
|
—
|
|
|
(834
|
)
|
||||||
|
Other income (expense), net
|
—
|
|
|
836
|
|
|
8
|
|
|
(391
|
)
|
|
—
|
|
|
453
|
|
||||||
|
Income before provision for income taxes
|
10,451
|
|
|
(1,545
|
)
|
|
22,703
|
|
|
7,813
|
|
|
(21,135
|
)
|
|
18,287
|
|
||||||
|
Provision for income taxes
|
—
|
|
|
(3,857
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,857
|
)
|
||||||
|
Net income
|
10,451
|
|
|
(5,402
|
)
|
|
22,703
|
|
|
7,813
|
|
|
(21,135
|
)
|
|
14,430
|
|
||||||
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,979
|
)
|
|
—
|
|
|
(3,979
|
)
|
||||||
|
Net income available to common stockholders
|
$
|
10,451
|
|
|
$
|
(5,402
|
)
|
|
$
|
22,703
|
|
|
$
|
3,834
|
|
|
$
|
(21,135
|
)
|
|
$
|
10,451
|
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Home sales
|
$
|
—
|
|
|
$
|
150,150
|
|
|
$
|
316,052
|
|
|
$
|
52,230
|
|
|
$
|
—
|
|
|
$
|
518,432
|
|
|
Construction services
|
—
|
|
|
—
|
|
|
1,020
|
|
|
—
|
|
|
—
|
|
|
1,020
|
|
||||||
|
Management fees
|
—
|
|
|
(1,629
|
)
|
|
—
|
|
|
—
|
|
|
1,629
|
|
|
—
|
|
||||||
|
|
—
|
|
|
148,521
|
|
|
317,072
|
|
|
52,230
|
|
|
1,629
|
|
|
519,452
|
|
||||||
|
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of sales - homes
|
—
|
|
|
(117,283
|
)
|
|
(264,132
|
)
|
|
(42,528
|
)
|
|
(1,629
|
)
|
|
(425,572
|
)
|
||||||
|
Construction services
|
—
|
|
|
—
|
|
|
(959
|
)
|
|
—
|
|
|
—
|
|
|
(959
|
)
|
||||||
|
Sales and marketing
|
—
|
|
|
(7,700
|
)
|
|
(17,663
|
)
|
|
(3,485
|
)
|
|
—
|
|
|
(28,848
|
)
|
||||||
|
General and administrative
|
—
|
|
|
(19,315
|
)
|
|
(9,192
|
)
|
|
—
|
|
|
—
|
|
|
(28,507
|
)
|
||||||
|
Transaction expenses
|
—
|
|
|
(777
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(777
|
)
|
||||||
|
Other
|
—
|
|
|
(680
|
)
|
|
38
|
|
|
21
|
|
|
—
|
|
|
(621
|
)
|
||||||
|
|
—
|
|
|
(145,755
|
)
|
|
(291,908
|
)
|
|
(45,992
|
)
|
|
(1,629
|
)
|
|
(485,284
|
)
|
||||||
|
Income from subsidiaries
|
22,455
|
|
|
5,515
|
|
|
—
|
|
|
—
|
|
|
(27,970
|
)
|
|
—
|
|
||||||
|
Operating income
|
22,455
|
|
|
8,281
|
|
|
25,164
|
|
|
6,238
|
|
|
(27,970
|
)
|
|
34,168
|
|
||||||
|
Equity in income from unconsolidated joint ventures
|
—
|
|
|
289
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
533
|
|
||||||
|
Other income (expense), net
|
—
|
|
|
712
|
|
|
(5
|
)
|
|
(396
|
)
|
|
—
|
|
|
311
|
|
||||||
|
Income before provision for income taxes
|
22,455
|
|
|
9,282
|
|
|
25,403
|
|
|
5,842
|
|
|
(27,970
|
)
|
|
35,012
|
|
||||||
|
Provision for income taxes
|
—
|
|
|
(7,776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,776
|
)
|
||||||
|
Net income
|
22,455
|
|
|
1,506
|
|
|
25,403
|
|
|
5,842
|
|
|
(27,970
|
)
|
|
27,236
|
|
||||||
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,781
|
)
|
|
—
|
|
|
(4,781
|
)
|
||||||
|
Net income available to common stockholders
|
$
|
22,455
|
|
|
$
|
1,506
|
|
|
$
|
25,403
|
|
|
$
|
1,061
|
|
|
$
|
(27,970
|
)
|
|
$
|
22,455
|
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Home sales
|
$
|
—
|
|
|
$
|
243,210
|
|
|
$
|
547,550
|
|
|
$
|
126,532
|
|
|
$
|
—
|
|
|
$
|
917,292
|
|
|
Construction services
|
—
|
|
|
—
|
|
|
4,041
|
|
|
—
|
|
|
—
|
|
|
4,041
|
|
||||||
|
Management fees
|
—
|
|
|
(3,853
|
)
|
|
—
|
|
|
—
|
|
|
3,853
|
|
|
—
|
|
||||||
|
|
—
|
|
|
239,357
|
|
|
551,591
|
|
|
126,532
|
|
|
3,853
|
|
|
921,333
|
|
||||||
|
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of sales - homes
|
—
|
|
|
(200,637
|
)
|
|
(465,568
|
)
|
|
(100,469
|
)
|
|
(3,853
|
)
|
|
(770,527
|
)
|
||||||
|
Construction services
|
—
|
|
|
—
|
|
|
(3,754
|
)
|
|
—
|
|
|
—
|
|
|
(3,754
|
)
|
||||||
|
Sales and marketing
|
—
|
|
|
(14,608
|
)
|
|
(31,275
|
)
|
|
(4,760
|
)
|
|
—
|
|
|
(50,643
|
)
|
||||||
|
General and administrative
|
—
|
|
|
(41,591
|
)
|
|
(17,003
|
)
|
|
(4
|
)
|
|
—
|
|
|
(58,598
|
)
|
||||||
|
Transaction expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
—
|
|
|
(1,688
|
)
|
|
572
|
|
|
77
|
|
|
—
|
|
|
(1,039
|
)
|
||||||
|
|
—
|
|
|
(258,524
|
)
|
|
(517,028
|
)
|
|
(105,156
|
)
|
|
(3,853
|
)
|
|
(884,561
|
)
|
||||||
|
Income from subsidiaries
|
18,570
|
|
|
17,610
|
|
|
—
|
|
|
—
|
|
|
(36,180
|
)
|
|
—
|
|
||||||
|
Operating income
|
18,570
|
|
|
(1,557
|
)
|
|
34,563
|
|
|
21,376
|
|
|
(36,180
|
)
|
|
36,772
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Financial services
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity in income of unconsolidated joint ventures
|
—
|
|
|
1,768
|
|
|
522
|
|
|
—
|
|
|
—
|
|
|
2,290
|
|
||||||
|
(Loss) income from financial services operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,222
|
)
|
|
—
|
|
|
(1,222
|
)
|
||||||
|
Transaction expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(990
|
)
|
|
—
|
|
|
(990
|
)
|
||||||
|
Financial services income (loss)
|
—
|
|
|
1,768
|
|
|
522
|
|
|
(2,212
|
)
|
|
—
|
|
|
78
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Other income (expense), net
|
—
|
|
|
1,765
|
|
|
89
|
|
|
(770
|
)
|
|
—
|
|
|
1,084
|
|
||||||
|
Income before extinguishment of debt
|
18,570
|
|
|
1,976
|
|
|
35,174
|
|
|
18,394
|
|
|
(36,180
|
)
|
|
37,934
|
|
||||||
|
Gain on extinguishment of debt
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
383
|
|
||||||
|
Income before provision for income taxes
|
18,570
|
|
|
2,359
|
|
|
35,174
|
|
|
18,394
|
|
|
(36,180
|
)
|
|
38,317
|
|
||||||
|
Provision for income taxes
|
—
|
|
|
(8,753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,753
|
)
|
||||||
|
Net income
|
18,570
|
|
|
(6,394
|
)
|
|
35,174
|
|
|
18,394
|
|
|
(36,180
|
)
|
|
29,564
|
|
||||||
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,994
|
)
|
|
—
|
|
|
(10,994
|
)
|
||||||
|
Net income available to common stockholders
|
$
|
18,570
|
|
|
$
|
(6,394
|
)
|
|
$
|
35,174
|
|
|
$
|
7,400
|
|
|
$
|
(36,180
|
)
|
|
$
|
18,570
|
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Home sales
|
$
|
—
|
|
|
$
|
285,323
|
|
|
$
|
498,996
|
|
|
$
|
106,498
|
|
|
$
|
—
|
|
|
$
|
890,817
|
|
|
Construction services
|
—
|
|
|
—
|
|
|
2,003
|
|
|
—
|
|
|
—
|
|
|
2,003
|
|
||||||
|
Management fees
|
—
|
|
|
(3,379
|
)
|
|
—
|
|
|
—
|
|
|
3,379
|
|
|
—
|
|
||||||
|
|
—
|
|
|
281,944
|
|
|
500,999
|
|
|
106,498
|
|
|
3,379
|
|
|
892,820
|
|
||||||
|
Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of sales - homes
|
—
|
|
|
(227,528
|
)
|
|
(414,634
|
)
|
|
(87,339
|
)
|
|
(3,379
|
)
|
|
(732,880
|
)
|
||||||
|
Construction services
|
—
|
|
|
—
|
|
|
(1,942
|
)
|
|
—
|
|
|
—
|
|
|
(1,942
|
)
|
||||||
|
Sales and marketing
|
—
|
|
|
(16,083
|
)
|
|
(28,446
|
)
|
|
(7,012
|
)
|
|
—
|
|
|
(51,541
|
)
|
||||||
|
General and administrative
|
—
|
|
|
(37,868
|
)
|
|
(15,158
|
)
|
|
(2
|
)
|
|
—
|
|
|
(53,028
|
)
|
||||||
|
Transaction expenses
|
—
|
|
|
(3,907
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,907
|
)
|
||||||
|
Other
|
—
|
|
|
(1,033
|
)
|
|
84
|
|
|
30
|
|
|
—
|
|
|
(919
|
)
|
||||||
|
|
—
|
|
|
(286,419
|
)
|
|
(460,096
|
)
|
|
(94,323
|
)
|
|
(3,379
|
)
|
|
(844,217
|
)
|
||||||
|
Income from subsidiaries
|
30,783
|
|
|
13,622
|
|
|
—
|
|
|
—
|
|
|
(44,405
|
)
|
|
—
|
|
||||||
|
Operating income
|
30,783
|
|
|
9,147
|
|
|
40,903
|
|
|
12,175
|
|
|
(44,405
|
)
|
|
48,603
|
|
||||||
|
Equity in income from unconsolidated joint ventures
|
—
|
|
|
964
|
|
|
501
|
|
|
—
|
|
|
—
|
|
|
1,465
|
|
||||||
|
Other income (expense), net
|
—
|
|
|
1,021
|
|
|
51
|
|
|
(726
|
)
|
|
—
|
|
|
346
|
|
||||||
|
Income before provision for income taxes
|
30,783
|
|
|
11,132
|
|
|
41,455
|
|
|
11,449
|
|
|
(44,405
|
)
|
|
50,414
|
|
||||||
|
Provision for income taxes
|
—
|
|
|
(10,590
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,590
|
)
|
||||||
|
Net income
|
30,783
|
|
|
542
|
|
|
41,455
|
|
|
11,449
|
|
|
(44,405
|
)
|
|
39,824
|
|
||||||
|
Less: Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,041
|
)
|
|
—
|
|
|
(9,041
|
)
|
||||||
|
Net income available to common stockholders
|
$
|
30,783
|
|
|
$
|
542
|
|
|
$
|
41,455
|
|
|
$
|
2,408
|
|
|
$
|
(44,405
|
)
|
|
$
|
30,783
|
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net cash (used in) provided by operating activities
|
$
|
(2,366
|
)
|
|
$
|
(52,648
|
)
|
|
$
|
2,473
|
|
|
$
|
(2,702
|
)
|
|
$
|
(4,560
|
)
|
|
$
|
(59,803
|
)
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Investment in (advances to) unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,900
|
)
|
|
—
|
|
|
(3,900
|
)
|
||||||
|
Sales (purchases) of property and equipment
|
—
|
|
|
—
|
|
|
330
|
|
|
(20
|
)
|
|
—
|
|
|
310
|
|
||||||
|
Investments in subsidiaries
|
—
|
|
|
312
|
|
|
16,154
|
|
|
—
|
|
|
(16,466
|
)
|
|
—
|
|
||||||
|
Net cash provided by (used in) investing activities
|
—
|
|
|
312
|
|
|
16,484
|
|
|
(3,920
|
)
|
|
(16,466
|
)
|
|
(3,590
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from borrowings on notes payable
|
—
|
|
|
—
|
|
|
138
|
|
|
66,974
|
|
|
—
|
|
|
67,112
|
|
||||||
|
Principal payments on notes payable
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(62,870
|
)
|
|
—
|
|
|
(62,897
|
)
|
||||||
|
Principal payments on 5.875% Senior Notes
|
—
|
|
|
(3,591
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,591
|
)
|
||||||
|
Proceeds from borrowings on Revolver
|
—
|
|
|
285,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285,000
|
|
||||||
|
Payments on Revolver
|
—
|
|
|
(197,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197,000
|
)
|
||||||
|
Payment of principal portion of finance lease liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,208
|
)
|
|
—
|
|
|
(1,208
|
)
|
||||||
|
Payment of deferred loan costs
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
||||||
|
Proceeds from stock options exercised
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
|
Shares remitted to, or withheld by the Company for employee tax withholding
|
—
|
|
|
(2,356
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,356
|
)
|
||||||
|
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
2,854
|
|
|
—
|
|
|
2,854
|
|
||||||
|
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,709
|
)
|
|
—
|
|
|
(22,709
|
)
|
||||||
|
Advances to affiliates
|
—
|
|
|
—
|
|
|
(3,888
|
)
|
|
2,972
|
|
|
916
|
|
|
—
|
|
||||||
|
Intercompany receivables/payables
|
2,366
|
|
|
(31,338
|
)
|
|
(13,659
|
)
|
|
22,521
|
|
|
20,110
|
|
|
—
|
|
||||||
|
Net cash provided by (used in) financing activities
|
2,366
|
|
|
50,622
|
|
|
(17,436
|
)
|
|
8,534
|
|
|
21,026
|
|
|
65,112
|
|
||||||
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(1,714
|
)
|
|
1,521
|
|
|
1,912
|
|
|
—
|
|
|
1,719
|
|
||||||
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
21,450
|
|
|
2,888
|
|
|
9,441
|
|
|
—
|
|
|
33,779
|
|
||||||
|
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
19,736
|
|
|
$
|
4,409
|
|
|
$
|
11,353
|
|
|
$
|
—
|
|
|
$
|
35,498
|
|
|
|
Unconsolidated
|
|
|
|
|
||||||||||||||||||
|
|
Delaware
Lyon
|
|
California
Lyon
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
Company
|
||||||||||||
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
5,630
|
|
|
$
|
24,688
|
|
|
$
|
57,426
|
|
|
$
|
(203,957
|
)
|
|
$
|
(13,737
|
)
|
|
$
|
(129,950
|
)
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(475,221
|
)
|
|
—
|
|
|
—
|
|
|
(475,221
|
)
|
||||||
|
Purchases of property and equipment
|
—
|
|
|
(1,844
|
)
|
|
(4,351
|
)
|
|
12
|
|
|
—
|
|
|
(6,183
|
)
|
||||||
|
Investments in subsidiaries
|
—
|
|
|
(33,399
|
)
|
|
402,658
|
|
|
—
|
|
|
(369,259
|
)
|
|
—
|
|
||||||
|
Net cash (used in) provided by investing activities
|
—
|
|
|
(35,243
|
)
|
|
(76,914
|
)
|
|
12
|
|
|
(369,259
|
)
|
|
(481,404
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from borrowings on notes payable
|
—
|
|
|
—
|
|
|
145
|
|
|
120,594
|
|
|
—
|
|
|
120,739
|
|
||||||
|
Principal payments on notes payable
|
—
|
|
|
—
|
|
|
(940
|
)
|
|
(52,958
|
)
|
|
—
|
|
|
(53,898
|
)
|
||||||
|
Principal payments on 5.75% Senior Notes
|
—
|
|
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,000
|
)
|
||||||
|
Proceeds from issuance of 6.0% Senior Notes
|
—
|
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||||
|
Proceeds from borrowings on Revolver
|
—
|
|
|
255,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255,000
|
|
||||||
|
Payments on Revolver
|
—
|
|
|
(110,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,000
|
)
|
||||||
|
Payment of deferred loan costs
|
—
|
|
|
(9,340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,340
|
)
|
||||||
|
Shares remitted to, or withheld by the Company for employee tax withholding
|
—
|
|
|
(4,696
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,696
|
)
|
||||||
|
Payments to repurchase common stock
|
—
|
|
|
(6,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,121
|
)
|
||||||
|
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
120,102
|
|
|
—
|
|
|
120,102
|
|
||||||
|
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,971
|
)
|
|
—
|
|
|
(33,971
|
)
|
||||||
|
Advances to affiliates
|
—
|
|
|
—
|
|
|
37,497
|
|
|
36,506
|
|
|
(74,003
|
)
|
|
—
|
|
||||||
|
Intercompany receivables/payables
|
(5,630
|
)
|
|
(455,703
|
)
|
|
(11,278
|
)
|
|
15,612
|
|
|
456,999
|
|
|
—
|
|
||||||
|
Net cash (used in) provided by financing activities
|
(5,630
|
)
|
|
(130,860
|
)
|
|
25,424
|
|
|
205,885
|
|
|
382,996
|
|
|
477,815
|
|
||||||
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(141,415
|
)
|
|
5,936
|
|
|
1,940
|
|
|
—
|
|
|
(133,539
|
)
|
||||||
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
171,434
|
|
|
156
|
|
|
11,120
|
|
|
—
|
|
|
182,710
|
|
||||||
|
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
30,019
|
|
|
$
|
6,092
|
|
|
$
|
13,060
|
|
|
$
|
—
|
|
|
$
|
49,171
|
|
|
|
June 30, 2019
|
||
|
Assets:
|
|
||
|
Cash
|
$
|
7,581
|
|
|
Derivative portfolio
|
1,137
|
|
|
|
Loans held for resale
|
29,524
|
|
|
|
Goodwill
|
4,500
|
|
|
|
Other
|
2,625
|
|
|
|
Financial Services Assets
|
$
|
45,367
|
|
|
|
|
||
|
Liabilities:
|
|
||
|
AP and accrued liabilities
|
$
|
7,879
|
|
|
Warehouse facilities
|
23,573
|
|
|
|
|
$
|
31,452
|
|
|
|
|
||
|
|
Three
Months Ended June 30, 2019 |
|
Three
Months Ended June 30, 2018 |
|
Six
Months Ended June 30, 2019 |
|
Six
Months Ended June 30, 2018 |
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Title & Escrow
|
$
|
372
|
|
|
$
|
—
|
|
|
$
|
372
|
|
|
$
|
—
|
|
|
Mortgage
|
4,273
|
|
|
—
|
|
|
4,273
|
|
|
—
|
|
||||
|
|
$
|
4,645
|
|
|
$
|
—
|
|
|
$
|
4,645
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Expenses
|
|
|
|
|
|
|
|
||||||||
|
Title & Escrow
|
$
|
(439
|
)
|
|
$
|
—
|
|
|
$
|
(439
|
)
|
|
$
|
—
|
|
|
Mortgage
|
(5,066
|
)
|
|
—
|
|
|
(5,066
|
)
|
|
—
|
|
||||
|
Administrative
|
(362
|
)
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
||||
|
|
$
|
(5,867
|
)
|
|
$
|
—
|
|
|
$
|
(5,867
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total
|
$
|
(1,222
|
)
|
|
$
|
—
|
|
|
$
|
(1,222
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Transaction Costs
|
(990
|
)
|
|
—
|
|
|
(990
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Equity in income of unconsolidated joint ventures
|
1,378
|
|
|
533
|
|
|
2,290
|
|
|
1,465
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Total Financial Services (loss) income
|
$
|
(834
|
)
|
|
$
|
533
|
|
|
$
|
78
|
|
|
$
|
1,465
|
|
|
•
|
Derivative portfolio-These securities are traded over the counter and their fair values were based upon quotes from industry sources
|
|
•
|
Loans held for resale-The fair values of Mortgages held for sale are based on the fair value of the collateral less estimated cost to sell or discounted cash flows, if estimable.
|
|
•
|
Notes payable—The carrying amount is a reasonable estimate of fair value of the notes payable because of floating interest rate terms and/or the outstanding balance is expected to be repaid within one year.
|
|
•
|
Warehouse facilities-The carrying amount is a reasonable estimate of fair value of the notes payable because of floating interest rate terms and/or the outstanding balance is expected to be repaid within one year.
|
|
•
|
7% Senior Notes due August 15, 2022 —The 7% Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources.
|
|
•
|
6% Senior Notes due September 1, 2023 —The 6% Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources.
|
|
•
|
5.875% Senior Notes due January 31, 2025 —The 5.875% Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Financial assets:
|
|
|
|
|
|
|
|
||||||||
|
Derivative portfolio
|
$
|
1,137
|
|
|
$
|
1,137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Loans held for resale
|
29,524
|
|
|
29,524
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Notes payable
|
$
|
290,234
|
|
|
$
|
290,234
|
|
|
$
|
198,019
|
|
|
$
|
198,019
|
|
|
Warehouse facilities
|
23,573
|
|
|
23,573
|
|
|
—
|
|
|
—
|
|
||||
|
7% Senior Notes due 2022
|
347,821
|
|
|
351,750
|
|
|
347,456
|
|
|
350,000
|
|
||||
|
6% Senior Notes due 2023
|
344,526
|
|
|
357,875
|
|
|
343,878
|
|
|
315,000
|
|
||||
|
5.875% Senior Notes due 2025
|
428,775
|
|
|
435,794
|
|
|
431,992
|
|
|
378,611
|
|
||||
|
•
|
Level 1—quoted prices for identical assets or liabilities in active markets;
|
|
•
|
Level 2—quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
|
|
•
|
Level 3—valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
|
Three
Months Ended June 30, 2019 |
|
Three
Months Ended June 30, 2018 |
|
Six
Months Ended June 30, 2019 |
|
Six
Months Ended June 30, 2018 |
||||||||
|
Basic weighted average number of common shares outstanding
|
37,818,127
|
|
|
38,017,211
|
|
|
37,715,019
|
|
|
37,974,471
|
|
||||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
|
Stock options, unvested common shares, and warrants
|
1,442,575
|
|
|
1,671,060
|
|
|
1,336,112
|
|
|
1,797,966
|
|
||||
|
Diluted average shares outstanding
|
39,260,702
|
|
|
39,688,271
|
|
|
39,051,131
|
|
|
39,772,437
|
|
||||
|
Net income available to common stockholders
|
$
|
10,451
|
|
|
$
|
22,455
|
|
|
$
|
18,570
|
|
|
$
|
30,783
|
|
|
Basic income per common share
|
$
|
0.28
|
|
|
$
|
0.59
|
|
|
$
|
0.49
|
|
|
$
|
0.81
|
|
|
Dilutive income per common share
|
$
|
0.27
|
|
|
$
|
0.57
|
|
|
$
|
0.48
|
|
|
$
|
0.77
|
|
|
|
|
June 30, 2019
|
||
|
Total number of land banking arrangements consolidated
|
|
3
|
|
|
|
Total number of lots
|
|
5,184
|
|
|
|
Total purchase price
|
|
$
|
452,967
|
|
|
Balance of lots still under option and not purchased:
|
|
|
||
|
Number of lots
|
|
3,708
|
|
|
|
Purchase price
|
|
$
|
240,015
|
|
|
Forfeited deposits if lots are not purchased
|
|
$
|
62,338
|
|
|
|
|
Three Months Ended June 30, 2019
|
|
Three Months Ended June 30, 2018
|
|
Six
Months Ended June 30, 2019 |
|
Six
Months Ended June 30, 2018 |
||||||||
|
Lease cost
|
|
|
|
|
|
|
|
|
||||||||
|
Operating lease cost
|
|
$
|
2,008
|
|
|
$
|
2,044
|
|
|
$
|
3,452
|
|
|
$
|
4,053
|
|
|
Sublease income
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(58
|
)
|
||||
|
Finance lease cost capitalized
|
|
589
|
|
|
—
|
|
|
589
|
|
|
—
|
|
||||
|
Total lease cost
|
|
$
|
2,597
|
|
|
$
|
2,015
|
|
|
$
|
4,041
|
|
|
$
|
3,995
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other information
|
|
|
|
|
|
|
|
|
||||||||
|
Cash paid for amounts included in the measurement of lease liabilities for leases:
|
|
|
|
|
|
|
|
|
||||||||
|
Operating cash flows from operating leases
|
|
1,285
|
|
|
1,779
|
|
|
2,508
|
|
|
3,546
|
|
||||
|
Financing cash flows from finance leases
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,208
|
|
|
$
|
—
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
$
|
4,996
|
|
|
$
|
3,691
|
|
|
$
|
5,074
|
|
|
$
|
5,387
|
|
|
Right-of-use assets obtained in exchange for new finance lease liabilities
|
|
$
|
18,858
|
|
|
$
|
—
|
|
|
$
|
18,858
|
|
|
$
|
—
|
|
|
Weighted-average discount rate
|
|
7.3
|
%
|
|
6.5
|
%
|
|
7.3
|
%
|
|
6.5
|
%
|
||||
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Weighted-average remaining operating lease term (in years)
|
|
4.47
|
|
4.23
|
|
Weighted-average remaining finance lease term (in years)
|
|
89.59
|
|
N/A
|
|
Year Ending December 31,
|
|
||
|
Remaining in 2019
|
$
|
4,796
|
|
|
2020
|
5,265
|
|
|
|
2021
|
5,021
|
|
|
|
2022
|
3,698
|
|
|
|
2023
|
2,570
|
|
|
|
Thereafter
|
2,074
|
|
|
|
Total
|
$
|
23,424
|
|
|
Year Ending December 31,
|
|
||
|
Remaining in 2019
|
$
|
56
|
|
|
2020
|
1,304
|
|
|
|
2021
|
1,304
|
|
|
|
2022
|
1,304
|
|
|
|
2023
|
1,304
|
|
|
|
Thereafter
|
120,685
|
|
|
|
Total
|
$
|
125,957
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Number of Net New Home Orders
|
|
|
|
|
|
|
|
||||
|
California
|
354
|
|
|
337
|
|
|
17
|
|
|
5
|
%
|
|
Arizona
|
133
|
|
|
118
|
|
|
15
|
|
|
13
|
%
|
|
Nevada
|
101
|
|
|
115
|
|
|
(14
|
)
|
|
(12
|
)%
|
|
Colorado
|
183
|
|
|
160
|
|
|
23
|
|
|
14
|
%
|
|
Washington
|
119
|
|
|
136
|
|
|
(17
|
)
|
|
(13
|
)%
|
|
Oregon
|
98
|
|
|
199
|
|
|
(101
|
)
|
|
(51
|
)%
|
|
Texas
|
273
|
|
|
205
|
|
|
68
|
|
|
33
|
%
|
|
Total
|
1,261
|
|
|
1,270
|
|
|
(9
|
)
|
|
(1
|
)%
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|||||
|
|
2019
|
|
2018
|
|
%
|
|||
|
Cancellation Rates
|
|
|
|
|
|
|||
|
California
|
12
|
%
|
|
14
|
%
|
|
(2
|
)%
|
|
Arizona
|
11
|
%
|
|
6
|
%
|
|
5
|
%
|
|
Nevada
|
14
|
%
|
|
20
|
%
|
|
(6
|
)%
|
|
Colorado
|
6
|
%
|
|
9
|
%
|
|
(3
|
)%
|
|
Washington
|
12
|
%
|
|
6
|
%
|
|
6
|
%
|
|
Oregon
|
19
|
%
|
|
10
|
%
|
|
9
|
%
|
|
Texas
|
15
|
%
|
|
17
|
%
|
|
(2
|
)%
|
|
Overall
|
13
|
%
|
|
12
|
%
|
|
1
|
%
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Average Number of Sales Locations
|
|
|
|
|
|
|
|
||||
|
California
|
41
|
|
|
28
|
|
|
13
|
|
|
46
|
%
|
|
Arizona
|
9
|
|
|
6
|
|
|
3
|
|
|
50
|
%
|
|
Nevada
|
13
|
|
|
14
|
|
|
(1
|
)
|
|
(7
|
)%
|
|
Colorado
|
11
|
|
|
15
|
|
|
(4
|
)
|
|
(27
|
)%
|
|
Washington
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
%
|
|
Oregon
|
17
|
|
|
14
|
|
|
3
|
|
|
21
|
%
|
|
Texas
|
22
|
|
|
20
|
|
|
2
|
|
|
10
|
%
|
|
Total
|
123
|
|
|
107
|
|
|
16
|
|
|
15
|
%
|
|
|
Three Months Ended June 30, 2019
|
|
Increase (Decrease)
|
||
|
|
2019
|
|
2018
|
|
|
|
Quarterly Absorption Rates
|
|
|
|
|
|
|
California
|
8.6
|
|
12.0
|
|
(3.4)
|
|
Arizona
|
14.8
|
|
19.7
|
|
(4.9)
|
|
Nevada
|
7.8
|
|
8.2
|
|
(0.4)
|
|
Colorado
|
16.6
|
|
10.7
|
|
5.9
|
|
Washington
|
11.9
|
|
13.6
|
|
(1.7)
|
|
Oregon
|
5.8
|
|
14.2
|
|
(8.4)
|
|
Texas
|
12.4
|
|
10.3
|
|
2.1
|
|
Overall
|
10.3
|
|
11.9
|
|
(1.6)
|
|
|
June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Backlog (units)
|
|
|
|
|
|
|
|
||||
|
California
|
328
|
|
|
457
|
|
|
(129
|
)
|
|
(28
|
)%
|
|
Arizona
|
209
|
|
|
159
|
|
|
50
|
|
|
31
|
%
|
|
Nevada
|
113
|
|
|
145
|
|
|
(32
|
)
|
|
(22
|
)%
|
|
Colorado
|
205
|
|
|
238
|
|
|
(33
|
)
|
|
(14
|
)%
|
|
Washington
|
102
|
|
|
174
|
|
|
(72
|
)
|
|
(41
|
)%
|
|
Oregon
|
135
|
|
|
236
|
|
|
(101
|
)
|
|
(43
|
)%
|
|
Texas
|
331
|
|
|
239
|
|
|
92
|
|
|
38
|
%
|
|
Total
|
1,423
|
|
|
1,648
|
|
|
(225
|
)
|
|
(14
|
)%
|
|
|
June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
|
Backlog (dollars)
|
|
|
|
|
|
|
|
|||||||
|
California
|
$
|
205,361
|
|
|
$
|
346,687
|
|
|
$
|
(141,326
|
)
|
|
(41
|
)%
|
|
Arizona
|
73,993
|
|
|
50,048
|
|
|
23,945
|
|
|
48
|
%
|
|||
|
Nevada
|
53,750
|
|
|
95,759
|
|
|
(42,009
|
)
|
|
(44
|
)%
|
|||
|
Colorado
|
96,245
|
|
|
99,531
|
|
|
(3,286
|
)
|
|
(3
|
)%
|
|||
|
Washington
|
65,729
|
|
|
118,863
|
|
|
(53,134
|
)
|
|
(45
|
)%
|
|||
|
Oregon
|
55,546
|
|
|
92,270
|
|
|
(36,724
|
)
|
|
(40
|
)%
|
|||
|
Texas
|
89,114
|
|
|
64,503
|
|
|
24,611
|
|
|
38
|
%
|
|||
|
Total
|
$
|
639,738
|
|
|
$
|
867,661
|
|
|
$
|
(227,923
|
)
|
|
(26
|
)%
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Number of Homes Closed
|
|
|
|
|
|
|
|
||||
|
California
|
287
|
|
|
268
|
|
|
19
|
|
|
7
|
%
|
|
Arizona
|
105
|
|
|
123
|
|
|
(18
|
)
|
|
(15
|
)%
|
|
Nevada
|
70
|
|
|
91
|
|
|
(21
|
)
|
|
(23
|
)%
|
|
Colorado
|
158
|
|
|
145
|
|
|
13
|
|
|
9
|
%
|
|
Washington
|
80
|
|
|
138
|
|
|
(58
|
)
|
|
(42
|
)%
|
|
Oregon
|
83
|
|
|
140
|
|
|
(57
|
)
|
|
(41
|
)%
|
|
Texas
|
250
|
|
|
177
|
|
|
73
|
|
|
41
|
%
|
|
Total
|
1,033
|
|
|
1,082
|
|
|
(49
|
)
|
|
(5
|
)%
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
|
Home Sales Revenue
|
|
|
|
|
|
|
|
|||||||
|
California
|
$
|
167,811
|
|
|
$
|
174,453
|
|
|
$
|
(6,642
|
)
|
|
(4
|
)%
|
|
Arizona
|
35,012
|
|
|
38,764
|
|
|
(3,752
|
)
|
|
(10
|
)%
|
|||
|
Nevada
|
34,576
|
|
|
46,213
|
|
|
(11,637
|
)
|
|
(25
|
)%
|
|||
|
Colorado
|
66,907
|
|
|
62,437
|
|
|
4,470
|
|
|
7
|
%
|
|||
|
Washington
|
57,168
|
|
|
84,470
|
|
|
(27,302
|
)
|
|
(32
|
)%
|
|||
|
Oregon
|
34,409
|
|
|
66,221
|
|
|
(31,812
|
)
|
|
(48
|
)%
|
|||
|
Texas
|
67,634
|
|
|
45,874
|
|
|
21,760
|
|
|
47
|
%
|
|||
|
Total
|
$
|
463,517
|
|
|
$
|
518,432
|
|
|
$
|
(54,915
|
)
|
|
(11
|
)%
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
Average Sales Price of Homes Closed
|
|
|
|
|
|
|
|
|||||||
|
California
|
$
|
584,700
|
|
|
$
|
650,900
|
|
|
$
|
(66,200
|
)
|
|
(10
|
)%
|
|
Arizona
|
333,400
|
|
|
315,200
|
|
|
18,200
|
|
|
6
|
%
|
|||
|
Nevada
|
493,900
|
|
|
507,800
|
|
|
(13,900
|
)
|
|
(3
|
)%
|
|||
|
Colorado
|
423,500
|
|
|
430,600
|
|
|
(7,100
|
)
|
|
(2
|
)%
|
|||
|
Washington
|
714,600
|
|
|
612,100
|
|
|
102,500
|
|
|
17
|
%
|
|||
|
Oregon
|
414,600
|
|
|
473,000
|
|
|
(58,400
|
)
|
|
(12
|
)%
|
|||
|
Texas
|
270,500
|
|
|
259,200
|
|
|
11,300
|
|
|
4
|
%
|
|||
|
Company Average
|
$
|
448,700
|
|
|
$
|
479,100
|
|
|
$
|
(30,400
|
)
|
|
(6
|
)%
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
|
Home sales revenue
|
$
|
463,517
|
|
|
$
|
518,432
|
|
|
Cost of home sales
|
389,483
|
|
|
425,572
|
|
||
|
Homebuilding gross margin
|
74,034
|
|
|
92,860
|
|
||
|
Homebuilding gross margin percentage
|
16.0
|
%
|
|
17.9
|
%
|
||
|
Add: Interest in cost of sales
|
20,046
|
|
|
22,329
|
|
||
|
Add: Purchase accounting adjustments
|
—
|
|
|
5,385
|
|
||
|
Adjusted homebuilding gross margin
|
$
|
94,080
|
|
|
$
|
120,574
|
|
|
Adjusted homebuilding gross margin percentage
|
20.3
|
%
|
|
23.3
|
%
|
||
|
|
Three Months Ended June 30,
|
|
As a Percentage of Home Sales Revenue
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||
|
Sales and Marketing
|
$
|
25,366
|
|
|
$
|
28,848
|
|
|
5.5
|
%
|
|
5.6
|
%
|
|
General and Administrative
|
29,472
|
|
|
28,507
|
|
|
6.4
|
%
|
|
5.5
|
%
|
||
|
Total Sales and Marketing & General and Administrative
|
$
|
54,838
|
|
|
$
|
57,355
|
|
|
11.9
|
%
|
|
11.1
|
%
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Interest incurred
|
$
|
23,910
|
|
|
$
|
22,808
|
|
|
Less: Interest capitalized
|
23,910
|
|
|
22,808
|
|
||
|
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
|
Cash paid for interest
|
$
|
5,613
|
|
|
$
|
1,611
|
|
|
|
June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Lots Owned
|
|
|
|
|
|
|
|
||||
|
California
|
3,021
|
|
|
3,921
|
|
|
(900
|
)
|
|
(23
|
)%
|
|
Arizona
|
3,459
|
|
|
3,993
|
|
|
(534
|
)
|
|
(13
|
)%
|
|
Nevada
|
2,485
|
|
|
2,822
|
|
|
(337
|
)
|
|
(12
|
)%
|
|
Colorado
|
660
|
|
|
1,130
|
|
|
(470
|
)
|
|
(42
|
)%
|
|
Washington
|
1,481
|
|
|
1,327
|
|
|
154
|
|
|
12
|
%
|
|
Oregon
|
2,719
|
|
|
2,623
|
|
|
96
|
|
|
4
|
%
|
|
Texas
|
4,997
|
|
|
3,398
|
|
|
1,599
|
|
|
47
|
%
|
|
Total
|
18,822
|
|
|
19,214
|
|
|
(392
|
)
|
|
(2
|
)%
|
|
Lots Controlled (1)
|
|
|
|
|
|
|
|
||||
|
California
|
1,323
|
|
|
2,022
|
|
|
(699
|
)
|
|
(35
|
)%
|
|
Arizona
|
660
|
|
|
651
|
|
|
9
|
|
|
1
|
%
|
|
Nevada
|
629
|
|
|
3
|
|
|
626
|
|
|
NM
|
|
|
Colorado
|
2,269
|
|
|
1,197
|
|
|
1,072
|
|
|
90
|
%
|
|
Washington
|
617
|
|
|
1,334
|
|
|
(717
|
)
|
|
(54
|
)%
|
|
Oregon
|
1,751
|
|
|
1,456
|
|
|
295
|
|
|
20
|
%
|
|
Texas
|
2,707
|
|
|
3,629
|
|
|
(922
|
)
|
|
(25
|
)%
|
|
Total
|
9,956
|
|
|
10,292
|
|
|
(336
|
)
|
|
(3
|
)%
|
|
Total Lots Owned and Controlled
|
28,778
|
|
|
29,506
|
|
|
(728
|
)
|
|
(2
|
)%
|
|
(1)
|
Lots controlled may be purchased by the Company as consolidated projects or may be purchased by newly formed joint ventures.
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Number of Net New Home Orders
|
|
|
|
|
|
|
|
||||
|
California
|
644
|
|
|
620
|
|
|
24
|
|
|
4
|
%
|
|
Arizona
|
245
|
|
|
226
|
|
|
19
|
|
|
8
|
%
|
|
Nevada
|
160
|
|
|
224
|
|
|
(64
|
)
|
|
(29
|
)%
|
|
Colorado
|
355
|
|
|
304
|
|
|
51
|
|
|
17
|
%
|
|
Washington
|
213
|
|
|
315
|
|
|
(102
|
)
|
|
(32
|
)%
|
|
Oregon
|
210
|
|
|
408
|
|
|
(198
|
)
|
|
(49
|
)%
|
|
Texas
|
537
|
|
|
279
|
|
|
258
|
|
|
92
|
%
|
|
Total
|
2,364
|
|
|
2,376
|
|
|
(12
|
)
|
|
(1
|
)%
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||
|
|
2019
|
|
2018
|
|
%
|
|||
|
Cancellation Rates
|
|
|
|
|
|
|||
|
California
|
16
|
%
|
|
12
|
%
|
|
4
|
%
|
|
Arizona
|
12
|
%
|
|
10
|
%
|
|
2
|
%
|
|
Nevada
|
18
|
%
|
|
19
|
%
|
|
(1
|
)%
|
|
Colorado
|
7
|
%
|
|
9
|
%
|
|
(2
|
)%
|
|
Washington
|
9
|
%
|
|
8
|
%
|
|
1
|
%
|
|
Oregon
|
21
|
%
|
|
8
|
%
|
|
13
|
%
|
|
Texas
|
14
|
%
|
|
15
|
%
|
|
(1
|
)%
|
|
Overall
|
14
|
%
|
|
11
|
%
|
|
3
|
%
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Average Number of Sales Locations
|
|
|
|
|
|
|
|
||||
|
California
|
38
|
|
|
24
|
|
|
14
|
|
|
58
|
%
|
|
Arizona
|
9
|
|
|
6
|
|
|
3
|
|
|
50
|
%
|
|
Nevada
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
%
|
|
Colorado
|
11
|
|
|
15
|
|
|
(4
|
)
|
|
(27
|
)%
|
|
Washington
|
10
|
|
|
9
|
|
|
1
|
|
|
11
|
%
|
|
Oregon
|
17
|
|
|
14
|
|
|
3
|
|
|
21
|
%
|
|
Texas
|
23
|
|
|
13
|
|
|
10
|
|
|
77
|
%
|
|
Total
|
121
|
|
|
94
|
|
|
27
|
|
|
29
|
%
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||
|
|
2019
|
|
2018
|
|
|
|
Quarterly Absorption Rates
|
|
|
|
|
|
|
California
|
8.5
|
|
12.9
|
|
(4.4)
|
|
Arizona
|
13.6
|
|
18.8
|
|
(5.2)
|
|
Nevada
|
6.2
|
|
8.6
|
|
(2.4)
|
|
Colorado
|
16.1
|
|
10.1
|
|
6.0
|
|
Washington
|
10.7
|
|
17.5
|
|
(6.8)
|
|
Oregon
|
6.2
|
|
14.6
|
|
(8.4)
|
|
Texas
|
11.7
|
|
10.7
|
|
1.0
|
|
Overall
|
9.8
|
|
12.6
|
|
(2.8)
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
Number of Homes Closed
|
|
|
|
|
|
|
|
||||
|
California
|
568
|
|
|
478
|
|
|
90
|
|
|
19
|
%
|
|
Arizona
|
194
|
|
|
228
|
|
|
(34
|
)
|
|
(15
|
)%
|
|
Nevada
|
141
|
|
|
165
|
|
|
(24
|
)
|
|
(15
|
)%
|
|
Colorado
|
284
|
|
|
238
|
|
|
46
|
|
|
19
|
%
|
|
Washington
|
152
|
|
|
232
|
|
|
(80
|
)
|
|
(34
|
)%
|
|
Oregon
|
203
|
|
|
244
|
|
|
(41
|
)
|
|
(17
|
)%
|
|
Texas
|
440
|
|
|
237
|
|
|
203
|
|
|
86
|
%
|
|
Total
|
1,982
|
|
|
1,822
|
|
|
160
|
|
|
9
|
%
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
|
Home Sales Revenue
|
|
|
|
|
|
|
|
|||||||
|
California
|
$
|
353,929
|
|
|
$
|
309,265
|
|
|
$
|
44,664
|
|
|
14
|
%
|
|
Arizona
|
64,606
|
|
|
70,803
|
|
|
(6,197
|
)
|
|
(9
|
)%
|
|||
|
Nevada
|
72,281
|
|
|
95,389
|
|
|
(23,108
|
)
|
|
(24
|
)%
|
|||
|
Colorado
|
122,943
|
|
|
102,500
|
|
|
20,443
|
|
|
20
|
%
|
|||
|
Washington
|
99,019
|
|
|
139,138
|
|
|
(40,119
|
)
|
|
(29
|
)%
|
|||
|
Oregon
|
85,496
|
|
|
113,074
|
|
|
(27,578
|
)
|
|
(24
|
)%
|
|||
|
Texas
|
119,018
|
|
|
60,648
|
|
|
58,370
|
|
|
96
|
%
|
|||
|
Total
|
$
|
917,292
|
|
|
$
|
890,817
|
|
|
$
|
26,475
|
|
|
3
|
%
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
Average Sales Price of Homes Closed
|
|
|
|
|
|
|
|
|||||||
|
California
|
$
|
623,100
|
|
|
$
|
647,000
|
|
|
$
|
(23,900
|
)
|
|
(4
|
)%
|
|
Arizona
|
333,000
|
|
|
310,500
|
|
|
22,500
|
|
|
7
|
%
|
|||
|
Nevada
|
512,600
|
|
|
578,100
|
|
|
(65,500
|
)
|
|
(11
|
)%
|
|||
|
Colorado
|
432,900
|
|
|
430,700
|
|
|
2,200
|
|
|
1
|
%
|
|||
|
Washington
|
651,400
|
|
|
599,700
|
|
|
51,700
|
|
|
9
|
%
|
|||
|
Oregon
|
421,200
|
|
|
463,400
|
|
|
(42,200
|
)
|
|
(9
|
)%
|
|||
|
Texas
|
270,500
|
|
|
255,900
|
|
|
14,600
|
|
|
6
|
%
|
|||
|
Company Average
|
$
|
462,800
|
|
|
$
|
488,900
|
|
|
$
|
(26,100
|
)
|
|
(5
|
)%
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
|
Home sales revenue
|
$
|
917,292
|
|
|
$
|
890,817
|
|
|
Cost of home sales
|
(770,527
|
)
|
|
(732,880
|
)
|
||
|
Homebuilding gross margin
|
146,765
|
|
|
157,937
|
|
||
|
Homebuilding gross margin percentage
|
16.0
|
%
|
|
17.7
|
%
|
||
|
Add: Interest in cost of sales
|
40,461
|
|
|
41,133
|
|
||
|
Add: Purchase accounting adjustments
|
—
|
|
|
6,120
|
|
||
|
Adjusted homebuilding gross margin
|
$
|
187,226
|
|
|
$
|
205,190
|
|
|
Adjusted homebuilding gross margin percentage
|
20.4
|
%
|
|
23.0
|
%
|
||
|
|
Six Months Ended June 30,
|
|
As a Percentage of Home Sales Revenue
|
||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||
|
Sales and Marketing
|
$
|
50,643
|
|
|
$
|
51,541
|
|
|
5.5
|
%
|
|
5.7
|
%
|
|
General and Administrative
|
58,598
|
|
|
53,028
|
|
|
6.4
|
%
|
|
6.0
|
%
|
||
|
Total Sales and Marketing & General and Administrative
|
$
|
109,241
|
|
|
$
|
104,569
|
|
|
11.9
|
%
|
|
11.7
|
%
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Interest incurred
|
$
|
47,990
|
|
|
$
|
42,066
|
|
|
Less: Interest capitalized
|
47,990
|
|
|
42,066
|
|
||
|
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
|
Cash paid for interest
|
$
|
46,398
|
|
|
$
|
31,101
|
|
|
|
|
Covenant Requirements at
|
|
Actual at
|
||||
|
Financial Covenant
|
|
June 30, 2019
|
|
June 30, 2019
|
||||
|
Minimum Tangible Net Worth
|
|
$
|
646.2
|
million
|
|
$
|
907.7
|
million
|
|
Maximum Leverage Ratio
|
|
62.5
|
%
|
|
60.4
|
%
|
||
|
Interest Coverage Ratio; or (1)
|
|
1.5
|
|
|
2.2
|
|
||
|
Minimum Liquidity (1)
|
|
$
|
97.9
|
million
|
|
$
|
171.9
|
million
|
|
Issuance Date
|
|
Facility Size
|
|
Outstanding
|
|
Maturity
|
|
Current Rate
|
|
|||||
|
March, 2019
|
|
$
|
18.9
|
|
|
$
|
1.8
|
|
|
November, 2020
|
|
5.28
|
%
|
(3)
|
|
May, 2018
|
|
128.0
|
|
|
105.7
|
|
|
May, 2021
|
|
5.59
|
%
|
(2)
|
||
|
May, 2018
|
|
13.3
|
|
|
12.5
|
|
|
June, 2020
|
|
5.28
|
%
|
(3)
|
||
|
July, 2017
|
|
66.2
|
|
|
24.1
|
|
|
February, 2021
|
|
5.63
|
%
|
(2)
|
||
|
January, 2016
|
|
35.0
|
|
|
11.8
|
|
|
August, 2019
|
|
5.65
|
%
|
(1)
|
||
|
|
|
$
|
261.4
|
|
|
$
|
155.9
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(dollars in thousands)
|
||||||
|
Notes payable and Senior Notes
|
$
|
1,411,356
|
|
|
$
|
1,321,345
|
|
|
Total equity
|
1,026,402
|
|
|
1,014,327
|
|
||
|
Total capital
|
$
|
2,437,758
|
|
|
$
|
2,335,672
|
|
|
Ratio of debt to total capital
|
57.9
|
%
|
|
56.6
|
%
|
||
|
Notes payable and Senior Notes
|
$
|
1,411,356
|
|
|
$
|
1,321,345
|
|
|
Less: Cash and cash equivalents
|
(35,498
|
)
|
|
(33,779
|
)
|
||
|
Net debt
|
1,375,858
|
|
|
1,287,566
|
|
||
|
Total equity
|
1,026,402
|
|
|
1,014,327
|
|
||
|
Total capital (net of cash)
|
$
|
2,402,260
|
|
|
$
|
2,301,893
|
|
|
Ratio of net debt to total capital (net of cash)
|
57.3
|
%
|
|
55.9
|
%
|
||
|
|
|
June 30, 2019
|
||
|
Total number of land banking arrangements consolidated
|
|
3
|
|
|
|
Total number of lots
|
|
5,184
|
|
|
|
Total purchase price
|
|
$
|
452,967
|
|
|
Balance of lots still under option and not purchased:
|
|
|
||
|
Number of lots
|
|
3,708
|
|
|
|
Purchase price
|
|
$
|
240,015
|
|
|
Forfeited deposits if lots are not purchased
|
|
$
|
62,338
|
|
|
•
|
Net cash used in operating activities was $59.8 million in the 2019 period compared to $130.0 million provided by in the 2018 period. The change was primarily a result of (i) a net decrease in spending on real estate inventories-owned of $62.7 million, compared to $198.5 million in the 2018 period, (ii) a decrease in accrued expenses of $51.2 million in the 2019 period compared to a decrease of $0.6 million in the 2018 period, (iii) a decrease in accounts payable of $14.3 million in the 2019 period compared to an increase of $20.9 million in the 2018 period due to timing of payments, and (iv) a decrease of net financial services assets and liabilities of $10.0 million in the 2019 period for which there is no comparable amount in the 2018 period
|
|
•
|
Net cash used in investing activities was $3.6 million in the 2019 period due to sales of property and equipment of $0.3 million in the 2019 period compared to purchases of property and equipment of $6.2 million in the 2018 period. In addition, the Company had cash outflow $3.9 million for the acquisition of South Pacific Financial Corporation in the 2019 period as compared to cash outflow of $475.2 million relating to the acquisition of RSI Communities in the 2018 period.
|
|
•
|
Net cash provided by financing activities decreased to $65.1 million in the 2019 period from $477.8 million in the 2018 period. The change was primarily the result of (i) proceeds of $350.0 million from the issuance of the 6% Senior Notes in the 2018 period, for which there is no comparable amount in the 2019 period (ii) net proceeds from borrowings of $88.0 million against the revolving line of credit in the 2019 period, versus $145.0 million in the 2018 period, partially offset by (iii) principal payments of the 5.75% Senior Notes of $150.0 million in the 2018 period, for which there is no comparable amount in the 2019 period, (iv) net payments on borrowings of $4.2 million against notes payable in the 2019 period compared to $66.8 million in the 2018 period, and (v) net noncontrolling interest distributions of $19.9 million in the 2019 period compared to $86.1 million in the 2018 period
|
|
|
|
Estimated
Number of Homes at Completion (1) |
|
Cumulative
Homes Closed as of June 30, 2019 (2) |
|
Backlog
at June 30, 2019 (3) (4) |
|
Lots Owned or Controlled as of June 30, 2019 (5)
|
|
Homes
Closed for the Six Months Ended June 30, 2019 |
|
Estimated Sales Price Range
(6) |
|||||
|
California
|
|
6,389
|
|
|
2,045
|
|
|
328
|
|
|
4,344
|
|
|
568
|
|
|
$ 302,000 - 3,277,000
|
|
Arizona
|
|
5,466
|
|
|
1,347
|
|
|
209
|
|
|
4,119
|
|
|
194
|
|
|
$ 179,990 - 494,990
|
|
Nevada
|
|
2,706
|
|
|
841
|
|
|
113
|
|
|
3,114
|
|
|
141
|
|
|
$ 207,500 - 1,587,900
|
|
Colorado
|
|
3,852
|
|
|
923
|
|
|
205
|
|
|
2,929
|
|
|
284
|
|
|
$ 280,000 - 620,000
|
|
Washington
|
|
2,899
|
|
|
801
|
|
|
102
|
|
|
2,098
|
|
|
152
|
|
|
$ 284,990 - 1,319,990
|
|
Oregon
|
|
5,180
|
|
|
710
|
|
|
135
|
|
|
4,470
|
|
|
203
|
|
|
$ 199,990 - 894,990
|
|
Texas
|
|
8,787
|
|
|
1,040
|
|
|
331
|
|
|
7,704
|
|
|
440
|
|
|
$ 193,990 - 454,990
|
|
GRAND TOTALS
|
|
35,279
|
|
|
7,707
|
|
|
1,423
|
|
|
28,778
|
|
|
1,982
|
|
|
|
|
(1)
|
The estimated number of homes to be built at completion is approximate and includes home sites in our backlog. Such estimated amounts are subject to change based on, among other things, future site planning, as well as zoning and permit changes, and there can be no assurance that the Company will build these homes. Further, certain projects may include lots that the Company controls, and that are also reflected in "Lots Owned or Controlled as of June 30, 2019".
|
|
(2)
|
“Cumulative Homes Closed” represents homes closed since the project opened, and may include prior years, in addition to the homes closed during the current year presented.
|
|
(3)
|
Backlog consists of homes sold under sales contracts that have not yet closed, and there can be no assurance that closings of sold homes will occur.
|
|
(4)
|
Of the total homes subject to pending sales contracts as of June 30, 2019, 1,246 represent homes that are completed or under construction.
|
|
(5)
|
Lots owned or controlled as of June 30, 2019 include lots in backlog at June 30, 2019 and projects with lots owned as of June 30, 2019 that are expected to open for sale and have an estimated year of first delivery of 2020 or later, as well as lots controlled as of June 30, 2019, and parcels of undeveloped land held for future sale. Certain lots controlled are under land banking arrangements which may become owned and produce deliveries during 2019. Actual homes at completion may change prior to the marketing and sales of homes in these projects and the sales price ranges for these projects are to be determined and will be based on current market conditions and other factors upon the commencement of active selling. There can be no assurance that the Company will acquire any of the controlled lots reflected in these amounts.
|
|
(6)
|
Estimated sales price range reflects the most recent pricing updates of the base price only and excludes any lot premium, buyer incentive and buyer selected options, which vary from project to project. Sales prices reflect current pricing estimates and might not be indicative of past or future pricing. Further, any potential benefit to be gained from an increase in sales price ranges as compared to previously estimated amounts may be offset by increases in costs, profit participation, and other factors.
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Years ending December 31,
|
|
Thereafter
|
|
Total
|
|
Fair Value at
June 30, 2019
|
||||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
|||||||||||||||||||||
|
Fixed rate debt
|
$
|
1,342
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
|
$
|
436,886
|
|
|
$
|
1,138,228
|
|
|
$
|
1,146,761
|
|
|
Interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
%
|
|
6.0
|
%
|
|
5.875%
|
|
|
|
|
|
||||||||||
|
Item 4.
|
Controls and Procedures
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Month Ended
|
|
Total Number of Shares Purchased (1) (2)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased from Certain Employees (1)
|
|
Total Number of Shares Purchased under the Stock Repurchase Program (2)
|
|
Approximate Dollar Value of Shares that may yet be Repurchased under the Stock Repurchase Program
|
|||||||
|
April 30, 2019
|
|
122
|
|
|
$
|
16.64
|
|
|
122
|
|
|
—
|
|
|
$
|
31,537,306
|
|
|
May 31, 2019
|
|
153
|
|
|
$
|
19.04
|
|
|
153
|
|
|
—
|
|
|
$
|
31,537,306
|
|
|
June 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
31,537,306
|
|
|
Total
|
|
275
|
|
|
|
|
275
|
|
|
—
|
|
|
|
||||
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosure
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
+
|
Filed herewith
|
|
|
|
|
*
|
The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
|
|
**
|
Pursuant to Rule 406T of Regulation S-T, the XBRL information will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be deemed filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise subject to liability under those Sections.
|
|
|
WILLIAM LYON HOMES,
|
|
|
|
a Delaware corporation
|
|
|
|
|
|
|
Date: August 7, 2019
|
By:
|
/S/ COLIN T. SEVERN
|
|
|
|
Colin T. Severn
|
|
|
|
Senior Vice President, Chief Financial Officer
(Principal Accounting Officer and Duly Authorized Signatory)
|
|
+
|
Filed herewith
|
|
|
|
|
*
|
The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
|
|
**
|
Pursuant to Rule 406T of Regulation S-T, the XBRL information will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be deemed filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise subject to liability under those Sections.
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of William Lyon Homes;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: August 7, 2019
|
/S/ Matthew R. Zaist
|
|
|
Matthew R. Zaist
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of William Lyon Homes;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: August 7, 2019
|
/S/ COLIN T. SEVERN
|
|
|
Colin T. Severn
|
|
|
Senior Vice President, Chief Financial Officer
|
|
/S/ Matthew R. Zaist
|
|
Matthew R. Zaist
|
|
President and Chief Executive Officer
|
|
/S/ COLIN T. SEVERN
|
|
Colin T. Severn
|
|
Senior Vice President, Chief Financial Officer
|