UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20132015

or

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number 1-35796

 

TRI Pointe Homes,Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

Delaware27-3201111

61-1763235

(State or other Jurisdiction of

Incorporation)

(I.R.S. Employer

Identification No.)

1952019540 Jamboree Road, Suite 200300

Irvine, California 92612

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (949) 478-8600438-1400

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Name of each exchange on which registered

Common Stock, par value $0.01 per share

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨x    No  x¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

x

Accelerated filer

¨

Non-accelerated filer

xo  (Do not check if a smaller reporting company)

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes.Yes  ¨    No   x

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 28, 2013,30, 2015, based on the closing price of $16.58$15.30 as reported by the New York Stock Exchange, was $259,997,000.$2,238,080,435.

31,613,163161,910,115 shares of common stock were issued and outstanding as of February 21, 2014.19, 2016.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions from the registrant’s Proxy Statement relating to its 20142016 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.

Portions from the registrant’s Registration Statement on Form S-4 (Reg. No. 333-193248) are incorporated by reference into Part I, Items 1, 1A and Part II, Item 7.

 

 

 


TRI Pointe Group, Inc.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 20132015

 

Table of Contents

Page
Number

Part I

Page
Number

Part I

Item 11.

Business

4

6

Item 1A1A.

Risk Factors

16

22

Item 1B1B.

Unresolved Staff Comments

32

41

Item 22.

Properties

32

41

Item 33.

Legal Proceedings

32

41

Item 44.

Mine Safety Disclosures

32

41

Part II

Item 55.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

33

41

Item 66.

Selected Financial Data

35

43

Item 77.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

45

Item 7A7A.

Quantitative and Qualitative Disclosures About Market Risk

55

64

Item 88.

Financial Statements and Supplementary Data

55

64

Item 99.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

55

64

Item 9A9A.

Controls and Procedures

55

64

Item 9B9B.

Other Information

56

66

Part III

Item 1010.

Directors, Executive Officers and Corporate Governance

57

67

Item 1111.

Executive Compensation

57

67

Item 1212.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

57

67

Item 1313.

Certain Relationships Related Party Transactions, and Director Independence

57

67

Item 1414.

Principal Accountant Fees and Services

57

67

Part IV

Item 1515.

Exhibits, Financial Statements and Financial Statement Schedules

58

68

Signatures

79

111

 

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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Cautionary Note Concerning Forward-Looking Statements

This annual report on Form 10-K contains certain statements relating to future events of our intentions, beliefs, expectations, predictions for the future and other matters that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

These statements:

·

use forward-looking terminology;

·

are based on various assumptions made by us; and

·

use forward-looking terminology;

are based on various assumptions made by TRI Pointe; and

may not be accurate because of risks and uncertainties surrounding the assumptions that are made.

Factors listed in this section—section - as well as other factors not included—included - may cause actual results to differ significantly from the forward-looking statements included in this annual report on Form 10-K. There is no guarantee that any of the events anticipated by the forward-looking statements in this annual report on Form 10-K will occur, or if any of the events occurs, there is no guarantee what effect it will have on our operations, financial condition or financial condition.share price.

We will not update the forward-looking statement contained in this annual report on Form 10-K, unless otherwise required by law.

Forward-Looking Statements

These forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “will,” “would,” or other words that convey the uncertainty of future events or outcomes, including, without limitation, the WRECO Transactions described below in Part 1, Item 1 of this annual report on Form 10-K.our transaction with Weyerhaeuser Real Estate Company (WRECO). These forward-looking statements include, but are not limited to, statements regarding expected benefits of the WRECO Transactions,transaction, integration plans and expected synergies therefrom, the expected timing of consummation of the WRECO Transactions, and our anticipated future financial and operating performance and results, including our estimates for growth.

Forward-LookingForward-looking statements are based on a number of factors, including the expected effecteffects of:

·

the economy;

·

laws and regulations;

·

adverse litigation outcome and the adequacy of reserves;

·

changes in accounting principles;

·

projected benefit payments; and

projected tax rates and credits; and

other related matters.

·

projected tax rates and credits.

Risks, Uncertainties and Assumptions

The major risks and uncertainties – and assumptions that are made – that affect our business and may cause actual results to differ from these forward lookingforward-looking statements include, but are not limited to:

·

the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages and strength of the U.S. dollar;

Market demand for TRI Pointe

·

market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;

·

levels of competition;

the successful execution of TRI Pointe’s

·

the successful execution of our internal performance plans, including restructuring and cost reduction initiatives;

·

global economic conditions;

·

raw material prices;

·

oil and other energy prices;

 

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global economic conditions;

·

the effect of weather, including the continuing drought in California;

·

the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters;

·

transportation costs;

·

federal and state tax policies;

·

the effect of land use, environment and other governmental regulations;

·

legal proceedings;

·

risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects;

·

change in accounting principles;

·

risks related to unauthorized access to our computer systems, theft of our homebuyers’ confidential information or other forms of cyber-attack; and

·

other factors described in “Risk Factors.”

 

raw material prices;

 

energy prices;

 

the effect of weather;

the risk of loss from earthquakes, volcanoes, fires, floods, windstorms, hurricanes, pest infestations and other natural disasters;

transportation cost;

federal and state tax policies;

the effect of land use, environment and other governmental regulations;

legal proceedings;

risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects;

the satisfaction of the conditions to the consummation of the proposed merger and other risks relates to the consummation of the WRECO Transactions and the actions related thereto;

the risk that disruptions from the WRECO Transactions will harm TRI Pointe’s business;

TRI Pointe’s ability to complete the WRECO Transactions on the anticipated terms and schedule, including the ability to obtain required stockholder and regulatory approvals;

TRI Pointe’s ability to achieve the benefits of the WRECO Transactions in the estimated amount and the anticipated timeframe, if at all;

TRI Pointe’s ability to integrate WRECO successfully after the consummation of the WRECO Transactions and to achieve the anticipated synergies therefrom;

change in accounting principles; and

other factors described in “Risk Factors.”

 

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PART I

 

Item 1.Business

EXPLANATORY NOTE

As used in this annual report on Form 10-K, unless the context otherwise requires or indicates,requires:

·

“Closing Date” refers to July 7, 2014;

·

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

·

“GAAP” refers to U.S. generally accepted accounting principles;

·

“legacy TRI Pointe” refers to the operations of TRI Pointe before the Closing Date;

·

“Merger” refers to the merger of a wholly-owned subsidiary of TRI Pointe with and into WRECO, with WRECO surviving the merger and becoming a wholly-owned subsidiary of TRI Pointe;

·

“SEC” refers to the United States Securities and Exchange Commission;

·

“Transaction Agreement” refers to the agreement dated as of November 3, 2013 by and among Weyerhaeuser, TRI Pointe, WRECO, and a wholly-owned subsidiary of TRI Pointe;

·

“TRI Pointe Homes” refers to TRI Pointe Homes, Inc., a Delaware corporation;

·

“TRI Pointe Group” refers to TRI Pointe Group, Inc., a Delaware corporation;

·

“Weyerhaeuser” refers to Weyerhaeuser Company, a Washington corporation and the former parent of WRECO; and

·

“WRECO” refers to Weyerhaeuser Real Estate Company, a Washington corporation, which following the Closing Date was renamed “TRI Pointe Holdings, Inc.”

Additionally, references to “the Company,” “our company,” “we,”“TRI Pointe”, “ the Company”, “we”, “us”, or “our” in this annual report on Form 10-K (including in the consolidated financial statements and “us” (1) forcondensed notes thereto in this report) have the following meanings, unless the context otherwise requires:

·

For periods prior to July 7, 2015: TRI Pointe Homes and its subsidiaries; and

·

For periods from and after July 7, 2015: TRI Pointe Group and its subsidiaries.

Formation of TRI Pointe Group

On July 7, 2015, TRI Pointe Homes reorganized its corporate structure (the “Reorganization”) whereby TRI Pointe Homes became a direct, wholly-owned subsidiary of TRI Pointe Group.  As a result of the reorganization, each share of common stock, par value $0.01 per share, of TRI Pointe Homes (“Homes Common Stock”) was cancelled and after September 24, 2010converted automatically into the right to receive one validly issued, fully paid and prior to January 30, 2013, refernon-assessable share of common stock, par value $0.01 per share, of TRI Pointe Group (“Group Common Stock”), each share having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof as the shares of Homes Common Stock being so converted.  TRI Pointe Group, as the successor issuer to TRI Pointe Homes LLC(pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), began making filings under the Securities Act of 1933, as amended, and unless the context otherwise requires, its subsidiariesExchange Act on July 7, 2015.

In connection with the Reorganization, TRI Pointe Group (i) became a co-issuer of TRI Pointe Homes’ 4.375% Senior Notes due 2019 and affiliates, which we sometimes refer to as “TPH LLC,”TRI Pointe Homes' 5.875% Senior Notes due 2024; and (2) following the completion of our formation transactions, refer to(ii) replaced TRI Pointe Homes Inc.as the borrower under TRI Pointe Homes’ existing unsecured revolving credit facility.

The business, executive officers and its subsidiariesdirectors of TRI Pointe Group, and affiliates; referencesthe rights and limitations of the holders of Group Common Stock immediately following the Reorganization were identical to “the Starwood Fund” refer to VII/TPC Holdings, L.L.C., a private equity fund managed by an affiliatethe business, executive officers and directors of Starwood Capital Group; and references to “Starwood Capital Group” refer to Starwood Capital Group Global, L.P., its predecessors and owned affiliates. On January 30, 2013, TRI Pointe Homes, LLCand the rights and limitations of holders of Homes Common Stock immediately prior to the Reorganization.

Merger with WRECO

On the Closing Date, TRI Pointe consummated the previously announced Merger with WRECO.  In the Merger, TRI Pointe issued 129,700,000 shares of TRI Pointe common stock to the former holders of WRECO common shares, together with cash in lieu of any fractional shares. On the Closing Date, WRECO became a wholly-owned subsidiary of TRI Pointe.  Immediately following the consummation of the Merger, the ownership of TRI Pointe common stock on a fully diluted basis was as follows: (i) the WRECO common shares held by former Weyerhaeuser shareholders were converted into a Delaware corporation and renamedthe right to receive, in the aggregate, approximately 79.6% of the

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then outstanding TRI Pointe Homes, Inc.in connection with its initial public offering.common stock, (ii) the TRI Pointe common stock outstanding immediately prior to the consummation of the Merger represented approximately 19.4% of the then outstanding TRI Pointe common stock, and (iii) the outstanding equity awards of WRECO and TRI Pointe employees represented the remaining 1.0% of the then outstanding TRI Pointe common stock.  

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes thereto contained elsewhere in this annual report on Form 10-K.  Unless otherwise indicated, the following discussion describes our business as presently being conducted. We expect that consummationThe section entitled “Risk Factors” set forth in Part I, Item 1A of this annual report on Form 10-K discuss some of the proposed WRECO Transactions will significantlyimportant risk factors that may affect our business, results of operations and operations. Seefinancial condition.  Investors should carefully consider those risks, in addition to the discussioninformation in the section entitled “WRECO Transactions” below.this annual report on Form 10-K, before deciding to invest in, or maintain an investment in, our common stock.

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part i

Item 1.

Business

Our Company

We are currently engaged in the design, construction and sale of innovative single-family homes in major metropolitan areas located throughout California and Colorado. Our companyTRI Pointe was founded in April 2009, towards the end of an unprecedented downturn in the national homebuilding industry, by our current management team with over a century of collective industry experience.industry.  Since our formation,then, we have grown from our three founders (Messrs. Bauer, Mitchell and Grubbs) to over 145 employees.

As a “next-generation” regionalSouthern California fee homebuilder we areinto a regionally focused on taking advantagenational homebuilder with a portfolio of opportunitiesthe following six quality homebuilding brands operating in select geographic markets. ten markets across eight states:

·

Maracay Homes in Arizona;

·

Pardee Homes in California and Nevada;

·

Quadrant Homes in Washington;

·

Trendmaker Homes in Texas;

·

TRI Pointe Homes in California and Colorado; and

·

Winchester Homes in Maryland and Virginia.

Our growth strategy generally has beenis to capitalize on high demand in selected “core”"core" markets with favorable population and employment growth as a result of proximity to job centers or primary transportation corridors.  As of December 31, 2013,2015, our operations consisted of 27104 active selling communities ten of which are actively selling, containing 2,282and 27,602 lots under various stages of development in California and Colorado.

Our company was founded by the members of our management team, who have worked together for over 20 years. They have firmly established our company’s core values of quality, integrity and excellence, which are the driving forces behind our innovative designs and strong customer commitment. Given our regional focus, our management team employs a disciplined, hands-on approach, leveraging strong local market relationships and established reputation to source acquisitions, achieve land entitlements (which provide basic development rights to the owner) and deliver quality homes on budget and on schedule.

Since our formation, we have sold over 950 homes (including fee building projects), a number of which are located in prestigious master planned communities in California, and we have forged relationships with several leading national land developers.owned or controlled.  See “Lots Owned or Controlled” below.  Our construction expertise across an extensive product offering allows us flexibility to pursue a wide array of land acquisition opportunities and appeal to a broad range of potential homebuyers, including entry-level, first time move-up and second-time move-up homes.  As a result, we build across a variety of base sales price points, ranging from approximately $300,000$167,000 to $1.5$2.3 million, and home sizes, ranging from approximately 1,2001,000 to 4,3006,200 square feet.  Cutting edge product development as well as exemplary customer service are key componentsSee “Description of the lifestyle connection we seek to establish with each individual homebuyer. Additionally, we believe our diversified product strategy enables us to adapt quickly to changing market conditionsProjects and to optimize returns while strategically reducing portfolio risk.

Our home sales revenue has grown rapidly from $13.5 million in 2011 to $247.1 million for the year ended December 31, 2013. As of December 31, 2013, we owned 2,282 lots and controlled 1,184 lots that areCommunities under land option or purchase contracts, representing approximately two to three years of supply to support our current growth plan. Our land acquisition strategy has focused on the development of entitled parcels that we can complete within approximately 24 to 36 months from the start of sales in order to reduce development and market cycle risk while maintaining an inventory of owned and controlled lots sufficient for construction of homes over a two to three-year period. We continually evaluate new communities and have an attractive pipeline of land acquisition opportunities.

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Net new home orders for our owned projects forDevelopment” below.  For the years ended December 31, 2013, 20122015 and 2011 were 477, 204, and 42 respectively. For the year ended December 31, 2013,2014, we delivered 3964,057 and 3,100 homes from our owned projects for total homeand the average sales revenue of $247.1 million. For the year ended December 31, 2012, we delivered 144 homes from our owned projects for total home sales revenue of $77.5 million. For the year ended December 31, 2011, we delivered 36 homes from our owned projects for total home sales revenue of $13.5 million. The cancellation rates of buyers for our owned projects who contracted to buy a home but did not close escrow (as a percentage of overall orders) were approximately 10%, 16% and 13% during the years ended December 31, 2013, 2012 and 2011, respectively. The dollar amountprice of our backlog ofnew homes sold but not closed for our owned projects as of December 31, 2013, 2012 and 2011delivered was approximately $111.6 million, $33.3 million$565,000 and $3.4 million,$531,000, respectively.

ReferOur founders firmly established our core values of quality, integrity and excellence.  These are the driving forces behind our innovative designs and strong commitment to Part II, Item 6 “Selected Financial Data” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this annual report on Form 10-K for selected financial and operating data of the Company. These items should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 10-K.homebuyers.

WRECO Transactions

On November 4, 2013, the Company announced that it had entered into a Transaction Agreement with Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Weyerhaeuser Real Estate Company, a Washington corporation and an indirect wholly owned subsidiary of Weyerhaeuser (“WRECO”), and Topaz Acquisition, Inc., a Washington corporation and a wholly owned subsidiary of TRI Pointe (“Merger Sub”). Pursuant to the Transaction Agreement, Weyerhaeuser will distribute all the shares of common stock of WRECO (the “WRECO Common Shares”) to its shareholders (i) on a pro rata basis, (ii) in an exchange offer, or (iii) in a combination thereof (the “Distribution”). Weyerhaeuser will determine which approach it will take to consummate the Distribution prior to closing the transaction and no decision has been made at this time. Immediately following the Distribution, Merger Sub will merge with and into WRECO (the “Merger”), with WRECO surviving the Merger and becoming a wholly owned subsidiary of the Company. We expect to issue 129,700,000 shares of our common stock in the Merger, excluding shares to be issued for equity awards held by WRECO employees that are being assumed by us.

In order to complete the Merger and the related transactions, (i) WRECO will incur new indebtedness of approximately $800 million or more in the form of (a) debt securities, (b) senior unsecured bridge loans, or (c) a combination thereof (ii) WRECO will make a cash payment of approximately $739 million, subject to adjustment, to Weyerhaeuser NR Company, the current direct parent of WRECO and a subsidiary of Weyerhaeuser, which cash will be retained by Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries); and (iii) Weyerhaeuser will cause certain assets relating to Weyerhaeuser’s real estate business to be transferred to, and certain liabilities relating to Weyerhaeuser’s real estate business to be assumed by, WRECO and its subsidiaries and cause certain assets of WRECO that will be excluded from the transaction to be transferred to, and certain liabilities that will be excluded from the transaction to be assumed by, Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries).

In this annual report on Form 10-K, we refer to the transactions contemplated in the Transaction Agreement and related documents as the “WRECO Transactions”. The foregoing description of the WRECO Transactions is not complete. We have filed a registration statement on Form S-4 (Reg. No. 333-193248) to register the shares to be issued in connection with the Merger. For additional information regarding the WRECO Transactions, you are encouraged to read the information included in the Registration Statement, which is incorporated by reference in this annual report on Form 10-K, as well as the sections of this annual report on Form 10-K entitled “Risk Factors,” “Cautionary Note Concerning Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Our Competitive Strengths

We believe the following strengths will provide us with a significant competitive advantage in implementing our business strategy:

Experienced and Proven Leadership

Douglas Bauer, our Chief Executive Officer, Thomas Mitchell, our President and Chief Operating Officer, and Michael Grubbs, our Chief Financial Officer, have worked together for over 2025 years and have a successful track record of managing and growing a public homebuilding company.  TheirSpanning over a century, their combined real estate industry experience includes land acquisition, financing, entitlement, development, construction, marketing and sales of single-family detached and attached homes in communities in a variety of markets.  Prior to formingIn addition, each of the presidents of our company in 2009, Messrs. Bauer, Mitchellhomebuilding subsidiaries has substantial industry knowledge and Grubbs worked together for 17 years at William Lyon Homes from its formation in 1992, ultimately serving as its President and Chief Operating Officer, Executive Vice President and Senior Vice President and Chief Financial Officer, respectively. William Lyon Homes was formed with a nominal investment, and listed its shares on the New York Stock Exchange in 1999 until the company was taken private in 2006. During their tenure at William Lyon Homes, the company focused its operations in California, Arizona and Nevada. During its public operating period, the company delivered over 2,800 homes per year onlocal market expertise.  The average generated revenues averaging over $1.0 billion per year and increased shareholders’ equity from $53 million to over $600 million.homebuilding experience of these presidents exceeds 20 years.  We believe that our management team’steam's prior experience, extensive relationships and strong local reputation provide us with a competitive advantage in being able to securesecuring projects, obtainobtaining entitlements, buildbuilding quality homes and completecompleting projects within budget and on schedule.

Focus on High Growth Core Markets

Our business is well-positioned to capitalize on the broader national housing market recovery.  We are focused on the design, construction and sale of innovative single-family detached and attached homes in major metropolitan areas in California, Colorado, Houston and Colorado. In Southern California, we principally operate inAustin, Phoenix and Tucson, Las Vegas, the countiesWashington, D.C. metro area and the Puget Sound region of Los Angeles, Orange, Riverside-San Bernardino, and San Diego, and in Northern California, we principally operate in the counties of Alameda, Contra Costa, San Joaquin, San Mateo, Santa Clara and Solano. In Colorado, we principally operate in the counties of Denver, Douglas, and Jefferson.Washington State.  These markets are generally characterized by high job growth and increasing populations, creating strong demand for new housing, and wehousing.  We believe they represent attractive homebuilding markets with opportunities for long-term growth.growth and that we have strong land positions strategically located within these markets.  Moreover, our management team has deep local market knowledge of the California and Colorado homebuilding and development industries.  We believe this experience and strong relationships with local market participants enable us to efficiently source, acquire, and entitle and close on land.land efficiently.

Attractive Land Positions to Support Future Growth

We believe that we have strong land positions strategically located within our core markets, all of which have been acquired since 2010. We select communities with convenient access to metropolitan areas that are generally characterized by diverse economic and employment bases and demographics that we believe will support long-term growth. Our California assets are well located along key transportation corridors in major job centers in our submarkets. Additionally, our projects in Colorado are conveniently located near employment centers in Denver, including the Denver Tech Center and the U.S. 36 Corridor, major employment centers in Denver, with a concentration of larger technology and communications companies and excellent schools.- 6 -


Strong Operational Discipline and Controls

Our management team possesses significant operating expertise, including runningpursues a much larger public homebuilder. The perspective gained from that experience has helped shape the strict discipline and hands-on approach with which our company is managed.approach.  Our strict operating discipline, including financial accountability at the project management level, is a key part of our strategy to maximize returns while minimizing risk.

Our Relationship with Starwood Capital Group

The Starwood Fund owns 11,985,905 shares of our common stock, which represents 37.9% of our common stock as of February 21, 2014. The Starwood Fund is managed by an affiliate of Starwood Capital Group. We believe that our relationship with Starwood Capital Group, which has approximately $33 billion of real estate-related assets under management, gives us a strong competitive advantage, in particular by providing us with access to the personnel, relationships and the investing and operational expertise of Starwood Capital Group. Additionally, Barry Sternlicht, the Chairman and Chief Executive Officer of Starwood Capital Group, is also the chairman of our board. As a former Chairman and Chief Executive Officer of Starwood Hotels & Resorts Worldwide, Inc., a Fortune 500 company, and current Chairman and Chief Executive Officer of Starwood Property Trust, Inc., a commercial real estate finance company, Mr. Sternlicht brings a unique perspective on building a world class real estate operating business to the chairman position of our board. The Starwood Fund will have the right to designate two members of our board for as long as the Starwood Fund owns 25%

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or more of our outstanding common stock (excluding shares of common stock that are subject to issuance upon the exercise or exchange of rights of conversion or any options, warrants or other rights to acquire shares) and one member for as long as it owns at least 10%. Messrs. Bauer, Mitchell and Grubbs will agree to vote all shares of our common stock that they own in favor of the Starwood Fund nominees in any election of directors for as long as the Starwood Fund owns at least 10%. Mr. Sternlicht is expected to continue as chairman of our board of directors and Mr. Chris Graham, a Senior Managing Director at Starwood Capital Group, is expected to be appointed a director at the consummation of the WRECO Transactions. For information concerning our board of directors after consummation of the WRECO Transactions, please see the section of the Registration Statement entitled “Information on TRI Pointe—Directors and Officers of TRI Pointe Before and After the Transactions.” Following consummation of the Merger, Starwood Fund will have the right to designate one member of our board of directors for as long as it owns at least 5% of our outstanding common stock.

Through our relationship with Starwood Capital Group, our management team has drawn upon the deep real estate knowledge base of Starwood Capital Group’s personnel and its established track record of investing in real estate operating companies. Starwood Capital Group has invested in most major classes of real estate, including residential land and communities, multi-family condominiums and apartments, office, industrial, retail, hotel, senior housing, mixed-use, health clubs, resorts and golf courses. Affiliates of Starwood Capital Group may make available to us for purchase, at market prices, certain of their owned residential land holdings.

No Legacy Issues

Given our recent formation in 2009 and that our current land inventory was accumulated following the Starwood Fund’s investment in us in September 2010, we do not have distressed legacy assets or liabilities to manage, unlike many competitors that were affected by the unprecedented downturn in the real estate markets that resulted from the recession of 2008 – 2009. As a result, all of our real estate assets as well as those we have under option contracts or purchase contracts are located in markets that we targeted after the downturn commenced, whereas many of our competitors continue to own legacy properties in economically stagnant locations or land options either on undesirable properties or with unfavorable terms. The absence of legacy issues has also allowed us to hire experienced and talented real estate development personnel who became available during the downturn. We believe that our strong balance sheet and absence of legacy issues has enabled us to focus on future growth, as opposed to having resources diverted to manage troubled assets.

Our Business Strategy

Our business strategy is focused on the design, construction and sale of innovative single-family detached and attached homes in major metropolitan areas in California and Colorado. Our business strategy is driven by the following:

Acquire Attractive Land Positions While Reducing Risk

We believe that our reputation and extensive relationships with land sellers, master plan developers, financial institutions, brokers and other builders as well as our relationship with Starwood Capital Group, will enable us to continue to acquire well-positioned land parcels in our target markets and provide us access to a greater number of acquisition opportunities.  We believe our expertise in land development and planning enables us to create desirable communities that meet or exceed our target customer’shomebuyers' expectations, while operating at competitive costs. We also believe that our strategy of holding an inventory of land that will provide us with a two to three year supply of developed lots and focusing on the development of entitled parcels that we can complete within approximately 24 to 36 months from the start of sales allows us to limit exposure to land development and market cycle risk while pursuing attractive returns on our capital. We also seek to minimize our exposure to land risk through disciplined management of entitlements, as well as the use of land options and other flexible land acquisition arrangements.

Increase Market Position in Growth Markets

We believe that there are significant opportunities to expand profitably expand in our existing and target markets, and we continually review our selection of markets based on both aggregate demographic information and our own operating results.  We use the results of these reviews to re-allocate our investments to those markets where we believe we can maximize our profitability and return on capital over the next several years.  While our primary growth strategy has focused on increasing our market position in our existing markets, we may, on an opportunistic basis, explore expansion into other markets through organic growth or acquisition. In addition, we believe that the WRECO Transactions will uniquely position us to build on our established momentum as a “next-generation” homebuilder, and expand our land holdings to capitalize on new growth opportunities in WRECO’s current markets, including Arizona, Maryland, Nevada, Texas, Virginia, and Washington.

- 7 -


Provide Superior Design and Homeowner Experience and Service

We consider ourselves a “progressive”"progressive" homebuilder driven by an exemplary customerhomeowner experience, cutting-edge product development and exceptional execution.  Our core operating philosophy is to provide a positive, memorable experience to our homeowners through active engagement in the building process, tailoring our product to the buyer’shomeowners' lifestyle needs and enhancing communication, knowledge and satisfaction.  We believe that the new generation of home buying families has different ideas about the kind of home buying experience it wants.  As a result, our selling process focuses on the homes’home's features, benefits, quality and design in addition to the traditional metrics of price and square footage.  In addition, we devote significant resources to the research and design of our homes to better meet the needs of our buyers.homebuyers.  Through our “TRI-e3 Green”"LivingSmart" platform, we provide homes that we believe are earth-friendly, enhance homeowners’homeowners' comfort, promote a healthier lifestyle and deliver tangible operating cost savings versus less efficient resale homes.  Collectively, we believe these steps enhance the selling process, lead to a more satisfied homeowner and increase the number of buyershomebuyers referred to our communities.

Offer a Diverse Range of Products

We are a builder with a wide variety of product lines that enable us to meet the specific needs of each of our core markets, which we believe provides us with a balanced portfolio and an opportunity to increase market share.  We have demonstrated expertise in effectively building homes across product offerings from entry-level through first-time and second-time “move-up”move-up housing.  We spend extensive time studying and designing our products through the use of architects, consultants and homeownerhomebuyer focus groups for all levels and price points in our target markets.  We believe our diversified product strategy enables us to best serve a wide range of buyers,homebuyers, adapt quickly to changing market conditions and optimize performance and returns while strategically reducing portfolio risk.  Within each of our core markets we determine the profile of buyershomebuyers we hope to address and design neighborhoods and homes with the specific needs of those buyershomebuyers in mind.

Focus on Efficient Cost Structure and Target Attractive Returns

We believe that our homebuilding platform, which currently carries no legacy assets or liabilities, and our focus on controlling costs position us well to generate attractive returns for our shareholders. Our experienced management team is vigilant in maintaining its focus on controlling costs.  We competitively bid each phase of developmentnew projects and phases while maintaining strong relationships with our trade partners by managing production schedules closely and paying our vendors on time.

We combine decentralized management in those aspects of our business wherein which we believe detailed knowledge of local market conditions is critical (such as governmental processing, construction, land acquisition, land development and sales and marketing), with centralized management in those functions wherein which we believe central control is required (such as approval of land acquisitions, financial, treasury, human resources and legal matters).  We have also made significant investments in systems and infrastructure to operate our business efficiently and to support the planned future growth of our company as a result of executing our expansion strategy.

- 7 -


Utilize Prudent Leverage

Our ongoing financial strategy includes redeployment of cash flows from continuing operations and debt to provide us with the financial flexibility to access capital on the best terms available.  In that regard, we expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes.  See "Our Financing Strategy" below.

Lots Owned or Controlled

As of December 31, 2013,2015, we had approximately $270.6 millionowned or controlled, pursuant to land option contracts or purchase contracts, an aggregate of aggregate loan commitments, of which $138.1 million was outstanding. At27,602 lots.  We refer to lots that date, our aggregate loan commitments consisted of $205 million of secured revolving credit facilities, which provide financing for several real estate projects, two project-specific revolving loans and several other loan agreementsare under land option contracts as "controlled," see "Acquisition Process" below.  Excluded from lots owned or controlled are those related to the acquisition and development of lots and the construction of model homes and homes for sale. For information concerning indebtedness to be incurredNote 8, Investments in connection with consummationUnconsolidated Entities, of the WRECO Transactions, please see the section of the Registration Statement entitled “Debt Financing” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ofnotes to our consolidated financial statements included elsewhere in this annual report on Form 10-K. The following table presents certain information with respect to our lots owned or controlled as of December 31, 2015.

 

 

 

 

 

 

 

 

 

 

Lots

 

 

 

Lots

 

 

Lots

 

 

Owned or

 

 

 

Owned

 

 

Controlled

 

 

Controlled

 

Maracay Homes

 

 

1,566

 

 

 

245

 

 

 

1,811

 

Pardee Homes

 

 

16,314

 

 

 

365

 

 

 

16,679

 

Quadrant Homes

 

 

1,027

 

 

 

247

 

 

 

1,274

 

Trendmaker Homes

 

 

1,367

 

 

 

491

 

 

 

1,858

 

TRI Pointe Homes

 

 

2,504

 

 

 

1,124

 

 

 

3,628

 

Winchester Homes

 

 

1,955

 

 

 

397

 

 

 

2,352

 

Total

 

 

24,733

 

 

 

2,869

 

 

 

27,602

 

- 8 -


Description of Projects and Communities under Development

Our homebuilding projects usually take approximately 24lot inventory includes land that we are holding for future development.  The development of these lots will be subject to 36 monthsa variety of marketing, regulatory and other factors and in some cases we may decide to complete fromsell the start of sales.land prior to development.  The following table presents project information relating to each of our markets as of December 31, 20132015 and includes information on current projects under development where we are building and selling homes for our own account and current projects under development where we are active as a fee builder.of December 31, 2015.

Maracay Homes

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project, City

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

Phoenix, Arizona

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Town of Buckeye:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Verrado Tilden

 

2012

 

 

102

 

 

 

94

 

 

 

8

 

 

 

2

 

 

 

21

 

 

$239 - $304

Verrado Palisades

 

2015

 

 

63

 

 

 

16

 

 

 

47

 

 

 

 

 

 

16

 

 

$305 - $378

Verrado Victory

 

2015

 

 

98

 

 

 

17

 

 

 

81

 

 

 

4

 

 

 

17

 

 

$368 - $381

City of Chandler:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Artesian Ranch

 

2013

 

 

90

 

 

 

57

 

 

 

33

 

 

 

25

 

 

 

27

 

 

$342 - $398

Vaquero Ranch

 

2013

 

 

74

 

 

 

67

 

 

 

7

 

 

 

7

 

 

 

29

 

 

$298 - $373

Maracay at Layton Lakes

 

2015

 

 

47

 

 

 

11

 

 

 

36

 

 

 

21

 

 

 

11

 

 

$475 - $515

Sendera Place

 

2015

 

 

39

 

 

 

12

 

 

 

27

 

 

 

11

 

 

 

12

 

 

$260 - $307

Chandler Heights

 

2017

 

 

84

 

 

 

 

 

 

84

 

 

 

 

 

 

 

 

$467 - $500

Town of Gilbert:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arch Crossing at Bridges of Gilbert

 

2014

 

 

67

 

 

 

60

 

 

 

7

 

 

 

4

 

 

 

39

 

 

$283 - $341

Trestle Place at Bridges of Gilbert

 

2014

 

 

73

 

 

 

63

 

 

 

10

 

 

 

10

 

 

 

35

 

 

$344 - $424

Artisan at Morrison Ranch

 

2016

 

 

105

 

 

 

 

 

 

105

 

 

 

 

 

 

 

 

$285 - $333

Marquis at Morrison Ranch

 

2016

 

 

66

 

 

 

 

 

 

66

 

 

 

 

 

 

 

 

$355 - $439

City of Goodyear:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calderra at Palm Valley

 

2013

 

 

81

 

 

 

80

 

 

 

1

 

 

 

1

 

 

 

24

 

 

$275 - $352

Los Vientos at Palm Valley

 

2013

 

 

57

 

 

 

57

 

 

 

 

 

 

 

 

 

5

 

 

Closed

City of Mesa:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kinetic Point at Eastmark

 

2013

 

 

80

 

 

 

60

 

 

 

20

 

 

 

13

 

 

 

31

 

 

$270 - $350

Lumiere Garden at Eastmark

 

2013

 

 

85

 

 

 

60

 

 

 

25

 

 

 

10

 

 

 

25

 

 

$318 - $398

Aileron Square at Eastmark

 

2016

 

 

58

 

 

 

 

 

 

58

 

 

 

9

 

 

 

 

 

$318 - $398

Curie Court at Eastmark

 

2016

 

 

106

 

 

 

 

 

 

106

 

 

 

9

 

 

 

 

 

$270 - $350

Palladium Point

 

2016

 

 

53

 

 

 

 

 

 

53

 

 

 

 

 

 

 

 

$308 - $377

Town of Peoria:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Reserve at Plaza del Rio

 

2013

 

 

162

 

 

 

87

 

 

 

75

 

 

 

15

 

 

 

37

 

 

$205 - $254

Maracay at Northlands

 

2014

 

 

58

 

 

 

35

 

 

 

23

 

 

 

19

 

 

 

27

 

 

$318 - $399

Meadows - 5500's

 

2016

 

 

80

 

 

 

 

 

 

80

 

 

 

 

 

 

 

 

$355 - $437

Meadows - 6500's

 

2016

 

 

56

 

 

 

 

 

 

56

 

 

 

 

 

 

 

 

$417 - $535

Meadows - Oversized

 

2016

 

 

37

 

 

 

 

 

 

37

 

 

 

 

 

 

 

 

$417 - $535

Town of Queen Creek:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montelena

 

2012

 

 

59

 

 

 

59

 

 

 

 

 

 

 

 

 

7

 

 

Closed

The Preserve at Hastings Farms

 

2014

 

 

89

 

 

 

43

 

 

 

46

 

 

 

17

 

 

 

28

 

 

$285 - $369

Villagio

 

2013

 

 

135

 

 

 

89

 

 

 

46

 

 

 

15

 

 

 

29

 

 

$282 - $341

Phoenix, Arizona Total

 

 

 

 

2,104

 

 

 

967

 

 

 

1,137

 

 

 

192

 

 

 

420

 

 

 

Tucson, Arizona

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marana:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tortolita Vistas

 

2014

 

 

49

 

 

 

24

 

 

 

25

 

 

 

5

 

 

 

15

 

 

$449 - $506

Oro Valley:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rancho del Cobre

 

2014

 

 

68

 

 

 

43

 

 

 

25

 

 

 

4

 

 

 

30

 

 

$407 - $475

Desert Crest - Center Pointe Vistoso

 

2016

 

 

103

 

 

 

 

 

 

103

 

 

 

 

 

 

 

 

$239 - $289

The Cove - Center Pointe Vistoso

 

2016

 

 

83

 

 

 

 

 

 

83

 

 

 

 

 

 

 

 

$305 - $364

Summit (South) - Center Pointe Vistoso

 

2016

 

 

87

 

 

 

 

 

 

87

 

 

 

 

 

 

 

 

$352 - $389

The Pinnacle - Center Pointe Vistoso

 

2016

 

 

70

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

$398 - $439

Tucson:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deseo at Sabino Canyon

 

2014

 

 

39

 

 

 

37

 

 

 

2

 

 

 

2

 

 

 

15

 

 

$419 - $505

Ranches at Santa Catalina

 

2016

 

 

34

 

 

 

 

 

 

34

 

 

 

 

 

 

 

 

$395 - $415

Tucson, Arizona Total

 

 

 

 

533

 

 

 

104

 

 

 

429

 

 

 

11

 

 

 

60

 

 

 

Maracay Homes Total

 

 

 

 

2,637

 

 

 

1,071

 

 

 

1,566

 

 

 

203

 

 

 

480

 

 

 

 

- 89 -


County, Project, City

  Year of
First
Delivery(1)
  Total
Number of
Homes(2)
   Cumulative
Homes
Delivered as of
December 31,
2013
   Lots as of
December 31,
2013(3)
   Backlog as of
December 31,
2013(4)(5)
   Homes Closed
for the Year
Ended
December 31,
2013
   Sales Price
Range
(in 000’s)(6)

Owned Projects

              

Southern California

              

Los Angeles County:

              

Los Arboles, Simi Valley

  2012   43     43     —       —       19    $387 – $422

Tamarind Lane, Azusa

  2012   62     56     6     —       46    $490 – $502

Tamarind Lane II, Azusa

  2014   26     —       26     9     —      $490 – $502

Avenswood, Azusa

  2014   66     —       66     9     —      $640 – $705

Woodson, Los Angeles

  2014   66     —       66     —       —      $1,140 – $1,250

Orange County:

              

Brio, La Habra

  2013   91     61     30     24     61    $520 – $577

Rancho Mission Viejo

  2013   105     17     88     26     17    $657 – $719

Arcadia, Irvine

  2013   61     13     25     17     13    $1,190 – $1,420

Truewind, Huntington Beach

  2014   49     —       49     —       —      $1,085 – $1,210

Fairwind, Huntington Beach

  2015   80     —       80     —       —      $910 – $1,100

Riverside County:

              

Topazridge, Riverside

  2012   68     61     7     2     47    $433 – $497

Topazridge II, Riverside

  2014   49     —       49     2     —      $460 – $535

Sagebluff, Riverside

  2012   47     47     —       —       24    $362 – $380

Alegre, Temecula

  2014   96     —       96     —       —      $275 – $300

Aldea, Temecula

  2014   90     —       90     —       —      $265 – $300

Sycamore Creek, Riverside

  2014   87     —       87     —       —      $485 – $505

San Bernardino County:

              

Prado at Parkside, Ontario

  2015   152     —       152     —       —      $369 – $413

Park Place, Ontario

  2015   124     —       124     —       —      $450 – $567

San Diego County:

              

Candera, San Marcos

  2012   58     58     —       —       39    $310 – $490

Altana, San Diego

  2013   45     14     31     9     14    $630 – $724
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Southern California Total

     1,465     370     1,072     98     280    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Northern California

              

Alameda County:

              

Alameda Landing

  2015   255     —       141     —       —      $575 – $1,054

Contra Costa County:

              

Barrington, Brentwood

  2014   410     —       410     —       —      $460 – $600

San Joaquin County:

              

Ventana, Tracy

  2015   93     —       93     —       —      $450 – $538

San Mateo County:

              

Amelia, San Mateo

  2013   63     34     29     20     34    $770 – $1,125

Canterbury, San Mateo

  2014   76     —       40     —       —      $795 – $1,040

Santa Clara County:

              

Chantrea, San Jose

  2012   38     38     —       —       23    $1,245 – $1,515

Ironhorse South, Morgan Hill

  2012   37     35     2     1     19    $515 – $781

Ironhorse North, Morgan Hill

  2013   32     32     —       —       32    $565 – $745

Avellino, Mountain View

  2013   59     —       59     15     —      $999 – $1,298

Cobblestone, Milpitas

  2015   32     —       32     —       —      $795 – $950

Solano County:

              

Redstone, Vacaville

  2015   141     —       141     —       —      $425 – $505
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Northern California Total

     1,236     139     947     36     108    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Colorado

              

Denver County:

              

Platt Park North, Denver

  2014   29     —       29     —       —  ��   $606 – $610

Douglas County:

              

Terrain, Castle Rock

  2013   149     8     49     15     8    $294 – $350

Terrain 45’, Castle Rock

  2014   67     —       67     —       —      $288 – $302

Jefferson County:

              

Leyden Rock 50’, Arvada

  2014   51     —       51     —       —      $355 – $400

Leyden Rock 60’, Arvada

  2014   67     —       67     —       —      $410 – $470
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Colorado Total

     363     8     263     15     8    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Company Total—Owned Projects

     3,064     517     2,282     149     396    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Fee Building Projects

              

Southern California

              

Orange County:

              

San Marino, Irvine(7)

  2011   39     39     —       —       3    N/A

Ventura County:

              

Lagunitas, Carpinteria(8)

  2012   73     73     —       —       63    $466 – $890
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Southern California Total

     112     112     —       —       66    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Company Total—Fee Building Projects

     112     112     —       —       66    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Grand Totals:

              

Owned Projects

     3,064     517     2,282     149     396    

Fee Building Projects

     112     112     —       —       66    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   
     3,176     629     2,282     149     462    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

Pardee Homes

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

California

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Diego County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alta Del Mar Homes

 

2013

 

 

117

 

 

 

80

 

 

 

37

 

 

 

26

 

 

 

42

 

 

$1,800 - $2,300

Sorrento Heights Prestige Collection

 

2014

 

 

20

 

 

 

20

 

 

 

 

 

 

 

 

 

2

 

 

$890 - $950

Watermark

 

2013

 

 

160

 

 

 

131

 

 

 

29

 

 

 

25

 

 

 

68

 

 

$1,200 - $1,310

Canterra

 

2015

 

 

89

 

 

 

25

 

 

 

64

 

 

 

8

 

 

 

25

 

 

$758 - $912

Casabella

 

2015

 

 

122

 

 

 

22

 

 

 

100

 

 

 

16

 

 

 

22

 

 

$920 - $1,000

Verana

 

2015

 

 

78

 

 

 

38

 

 

 

40

 

 

 

20

 

 

 

38

 

 

$996 - $1,094

Pacific Highlands Ranch Future

 

TBD

 

 

963

 

 

 

 

 

 

963

 

 

 

 

 

 

 

 

TBD

Olive Hill Estate

 

2015

 

 

37

 

 

 

 

 

 

37

 

 

 

3

 

 

 

 

 

$650 - $771

Castlerock

 

TBD

 

 

415

 

 

 

 

 

 

415

 

 

 

 

 

 

 

 

$473 - $708

Meadowood

 

TBD

 

 

844

 

 

 

 

 

 

844

 

 

 

 

 

 

 

 

$290 - $590

Sea View Terrace

 

2014

 

 

40

 

 

 

40

 

 

 

 

 

 

 

 

 

39

 

 

$308 - $370

Parkview Condos

 

2016

 

 

73

 

 

 

 

 

 

73

 

 

 

 

 

 

 

 

$400 - $460

Ocean View Hills Future

 

2017

 

 

1,020

 

 

 

 

 

 

913

 

 

 

 

 

 

 

 

TBD

South Otay Mesa

 

TBD

 

 

893

 

 

 

 

 

 

893

 

 

 

 

 

 

 

 

$185 - $530

Los Angeles County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LivingSmart at Fair Oaks Ranch

 

2011

 

 

124

 

 

 

124

 

 

 

 

 

 

 

 

 

1

 

 

$483 - $509

Golden Valley

 

2017

 

 

498

 

 

 

 

 

 

498

 

 

 

 

 

 

 

 

$499 - $807

Skyline Ranch

 

TBD

 

 

1,260

 

 

 

 

 

 

1,260

 

 

 

 

 

 

 

 

$510 - $640

Ventura County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LivingSmart at Moorpark Highlands,

   Moorpark

 

2013

 

 

133

 

 

 

133

 

 

 

 

 

 

 

 

 

49

 

 

$600 - $650

Riverside County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hillside

 

2012

 

 

182

 

 

 

182

 

 

 

 

 

 

 

 

 

2

 

 

$284 - $301

Meadow Ridge

 

2013

 

 

132

 

 

 

108

 

 

 

24

 

 

 

14

 

 

 

52

 

 

$367 - $464

Amberleaf

 

2014

 

 

131

 

 

 

86

 

 

 

45

 

 

 

19

 

 

 

65

 

 

$312 - $362

Meadow Glen

 

2014

 

 

142

 

 

 

89

 

 

 

53

 

 

 

13

 

 

 

47

 

 

$345 - $408

Summerfield

 

2015

 

 

85

 

 

 

52

 

 

 

33

 

 

 

15

 

 

 

52

 

 

$303 - $320

Canyon Hills Future

 

TBD

 

 

581

 

 

 

 

 

 

581

 

 

 

 

 

 

 

 

TBD

Senterra

 

2016

 

 

82

 

 

 

 

 

 

82

 

 

 

 

 

 

 

 

$360 - $460

LivingSmart Tournament Hills

 

2010

 

 

235

 

 

 

235

 

 

 

 

 

 

 

 

 

2

 

 

$261 - $334

Lakeside

 

2012

 

 

167

 

 

 

167

 

 

 

 

 

 

 

 

 

19

 

 

$260 - $282

Tournament Hills Future

 

TBD

 

 

268

 

 

 

 

 

 

268

 

 

 

 

 

 

 

 

TBD

LivingSmart Sundance

 

2013

 

 

152

 

 

 

152

 

 

 

 

 

 

 

 

 

42

 

 

$280 - $332

LivingSmart Estrella

 

2013

 

 

127

 

 

 

127

 

 

 

 

 

 

 

 

 

6

 

 

$214 - $237

Woodmont

 

2014

 

 

84

 

 

 

68

 

 

 

16

 

 

 

7

 

 

 

57

 

 

$320 - $390

Cielo

 

2015

 

 

92

 

 

 

78

 

 

 

14

 

 

 

10

 

 

 

78

 

 

$249 - $275

Northstar

 

2015

 

 

123

 

 

 

18

 

 

 

105

 

 

 

8

 

 

 

18

 

 

$353 - $375

Skycrest

 

2015

 

 

125

 

 

 

30

 

 

 

95

 

 

 

11

 

 

 

30

 

 

$311 - $350

Sundance Future

 

TBD

 

 

1,603

 

 

 

 

 

 

1,603

 

 

 

 

 

 

 

 

TBD

Banning

 

TBD

 

 

4,318

 

 

 

 

 

 

4,318

 

 

 

 

 

 

 

 

$167 - $250

Sacramento County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natomas

 

TBD

 

 

120

 

 

 

 

 

 

120

 

 

 

 

 

 

 

 

TBD

San Joaquin County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bear Creek

 

TBD

 

 

1,252

 

 

 

 

 

 

1,252

 

 

 

 

 

 

 

 

TBD

California Total

 

 

 

 

16,887

 

 

 

2,005

 

 

 

14,775

 

 

 

195

 

 

 

756

 

 

 

- 10 -


 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

Nevada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clark County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LivingSmart at Eldorado Ridge

 

2012

 

 

169

 

 

 

160

 

 

 

9

 

 

 

6

 

 

 

37

 

 

$260 - $310

LivingSmart at Eldorado Heights

 

2013

 

 

135

 

 

 

122

 

 

 

13

 

 

 

6

 

 

 

36

 

 

$310 - $395

LivingSmart Sandstone

 

2013

 

 

145

 

 

 

90

 

 

 

55

 

 

 

14

 

 

 

47

 

 

$220 - $250

Ridgeview

 

2015

 

 

4

 

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

$185 - $210

North Peak

 

2015

 

 

150

 

 

 

6

 

 

 

144

 

 

 

5

 

 

 

6

 

 

$280 - $330

Castle Rock

 

2015

 

 

150

 

 

 

4

 

 

 

146

 

 

 

14

 

 

 

4

 

 

$350 - $410

Eldorado Future

 

2016

 

 

145

 

 

 

 

 

 

145

 

 

 

 

 

 

 

 

TBD

Horizon Terrace

 

2014

 

 

165

 

 

 

60

 

 

 

105

 

 

 

6

 

 

 

32

 

 

$400 - $455

Solano

 

2014

 

 

132

 

 

 

61

 

 

 

71

 

 

 

4

 

 

 

56

 

 

$294 - $326

Alterra

 

2014

 

 

106

 

 

 

25

 

 

 

81

 

 

 

4

 

 

 

25

 

 

$424 - $506

Bella Verdi

 

2015

 

 

106

 

 

 

19

 

 

 

87

 

 

 

3

 

 

 

19

 

 

$372 - $440

Milennial

 

2016

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

TBD

Escala

 

2016

 

 

78

 

 

 

 

 

 

78

 

 

 

 

 

 

 

 

$545 - $591

POD 5-1 Future

 

2017

 

 

215

 

 

 

 

 

 

215

 

 

 

 

 

 

 

 

TBD

Durango Ranch

 

2012

 

 

153

 

 

 

147

 

 

 

6

 

 

 

2

 

 

 

38

 

 

$467 - $560

Durango Trail

 

2014

 

 

77

 

 

 

74

 

 

 

3

 

 

 

3

 

 

 

33

 

 

$380 - $410

Meridian

 

2016

 

 

78

 

 

 

 

 

 

74

 

 

 

7

 

 

 

 

 

$566 - $666

LivingSmart at Providence

 

2012

 

 

106

 

 

 

106

 

 

 

 

 

 

 

 

 

1

 

 

$260 - $323

Encanto

 

2015

 

 

129

 

 

 

 

 

 

129

 

 

 

 

 

 

 

 

$406 - $468

Summerglen

 

2014

 

 

140

 

 

 

68

 

 

 

72

 

 

 

5

 

 

 

36

 

 

$293 - $299

The Canyons at MacDonald Ranch

 

2017

 

 

126

 

 

 

 

 

 

104

 

 

 

 

 

 

 

 

TBD

Nevada Total

 

 

 

 

2,511

 

 

 

946

 

 

 

1,539

 

 

 

79

 

 

 

374

 

 

 

Pardee Homes Total

 

 

 

 

19,398

 

 

 

2,951

 

 

 

16,314

 

 

 

274

 

 

 

1,130

 

 

 

- 11 -


Quadrant Homes

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December��31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project, City

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

Washington

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit Highlands, Mt Vernon

 

2005

 

 

423

 

 

 

409

 

 

 

14

 

 

 

12

 

 

 

49

 

 

$227 - $292

Skagit Clearwater Court, Mt Vernon

 

2016

 

 

11

 

 

 

 

 

 

11

 

 

 

8

 

 

 

 

 

$299 - $319

Skagit Surplus Pod E, Mt Vernon

 

TBD

 

 

4

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

TBD

Snohomish County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kings Corner 1&2, Mill Creek

 

2014

 

 

116

 

 

 

99

 

 

 

17

 

 

 

10

 

 

 

55

 

 

$440 - $540

King's Corner 3, Mill Creek

 

2016

 

 

29

 

 

 

 

 

 

29

 

 

 

11

 

 

 

 

 

$456 - $492

Evergreen Heights, Monroe

 

2016

 

 

71

 

 

 

 

 

 

71

 

 

 

 

 

 

 

 

$359 - $407

The Grove at Canyon Park, Bothell

 

2017

 

 

60

 

 

 

 

 

 

32

 

 

 

 

 

 

 

 

$558 - $658

Palm Creek, Bothell

 

2017

 

 

41

 

 

 

 

 

 

41

 

 

 

 

 

 

 

 

$845 - $905

King County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sonata Hill, Auburn

 

2014

 

 

71

 

 

 

37

 

 

 

34

 

 

 

10

 

 

 

30

 

 

$351 - $379

The Gardens at Eastlake, Sammamish

 

2015

 

 

8

 

 

 

3

 

 

 

5

 

 

 

1

 

 

 

3

 

 

$902 - $963

Heathers Ridge, Kirkland

 

2015

 

 

41

 

 

 

12

 

 

 

29

 

 

 

19

 

 

 

12

 

 

$715 - $935

Hedgewood, Redmond

 

2015

 

 

11

 

 

 

3

 

 

 

8

 

 

 

3

 

 

 

3

 

 

$800 - $920

Grasslawn Estates, Redmond

 

2016

 

 

4

 

 

 

 

 

 

4

 

 

 

1

 

 

 

 

 

$1350

Vintner's Place, Kirkland

 

2016

 

 

35

 

 

 

 

 

 

35

 

 

 

 

 

 

 

 

$610 - $780

Hedgewood East, Redmond

 

2016

 

 

15

 

 

 

 

 

 

15

 

 

 

6

 

 

 

 

 

$825 - $975

Copperwood, Renton

 

2016

 

 

46

 

 

 

 

 

 

46

 

 

 

 

 

 

 

 

$520 - $626

Viscaia, Bellevue

 

2016

 

 

18

 

 

 

 

 

 

18

 

 

 

 

 

 

 

 

$617 - $672

Trailside, Redmond

 

2017

 

 

9

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

$686 - $735

Parkwood Terrace, Woodinville

 

2017

 

 

15

 

 

 

 

 

 

15

 

 

 

 

 

 

 

 

$680 - $750

Hazelwood Ridge, Newcastle

 

2017

 

 

30

 

 

 

 

 

 

30

 

 

 

 

 

 

 

 

$605 - $790

Inglewood Landing, Sammamish

 

2017

 

 

21

 

 

 

 

 

 

21

 

 

 

 

 

 

 

 

$880 - $962

Jacobs Landing, Issaquah

 

2017

 

 

20

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

$834 - $929

Kirkwood Terrace, Sammamish

 

2017

 

 

12

 

 

 

 

 

 

12

 

 

 

 

 

 

 

 

$1,200 - $1,500

English Landing P2, Redmond

 

2017

 

 

25

 

 

 

 

 

 

25

 

 

 

 

 

 

 

 

$910 - $1,029

English Landing P1, Redmond

 

2017

 

 

50

 

 

 

 

 

 

50

 

 

 

 

 

 

 

 

$910 - $1,029

Heathers Ridge South, Redmond

 

2017

 

 

8

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

$590 - $890

Cedar Landing, North Bend

 

2017

 

 

138

 

 

 

 

 

 

13

 

 

 

 

 

 

 

 

$500 - $650

Monarch Ridge, Sammamish

 

2017

 

 

59

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

$761 - $961

42nd Avenue Townhomes, Seattle

 

TBD

 

 

40

 

 

 

 

 

 

40

 

 

 

 

 

 

 

 

TBD

Wynstone, Federal Way

 

TBD

 

 

4

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

TBD

Pierce County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harbor Hill S-9, Gig Harbor

 

2014

 

 

40

 

 

 

36

 

 

 

4

 

 

 

 

 

 

25

 

 

$385 - $454

Harbor Hill S-8, Gig Harbor

 

2015

 

 

33

 

 

 

4

 

 

 

29

 

 

 

17

 

 

 

4

 

 

$385 - $454

Harbor Hill S-7, Gig Harbor

 

2016

 

 

7

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

$407 - $437

Chambers Ridge, Tacoma

 

2014

 

 

24

 

 

 

17

 

 

 

7

 

 

 

3

 

 

 

16

 

 

$480 - $525

Tehaleh, Bonney Lake

 

2013

 

 

85

 

 

 

84

 

 

 

1

 

 

 

1

 

 

 

29

 

 

$321

The Enclave at Harbor Hill, Gig Harbor

 

2016

 

 

33

 

 

 

 

 

 

33

 

 

 

7

 

 

 

 

 

$555 - $595

Thurston County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Campus Fairways, Lacey

 

2015

 

 

39

 

 

 

13

 

 

 

26

 

 

 

8

 

 

 

13

 

 

$405 - $465

Kitsap County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

McCormick Meadows, Poulsbo

 

2012

 

 

167

 

 

 

119

 

 

 

48

 

 

 

19

 

 

 

44

 

 

$280 - $357

Vinland Pointe, Poulsbo

 

2013

 

 

90

 

 

 

82

 

 

 

8

 

 

 

7

 

 

 

47

 

 

$334 - $354

Mountain Aire, Poulsbo

 

2016

 

 

145

 

 

 

 

 

 

145

 

 

 

 

 

 

 

 

$390 - $440

Closed Communities

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81

 

 

N/A

Washington Total

 

 

 

 

2,098

 

 

 

918

 

 

 

1,027

 

 

 

143

 

 

 

411

 

 

 

Quadrant Homes Total

 

 

 

 

2,098

 

 

 

918

 

 

 

1,027

 

 

 

143

 

 

 

411

 

 

 

- 12 -


Trendmaker Homes

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project, City

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

Texas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazoria County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sedona Lakes, Pearland

 

2014

 

 

30

 

 

 

17

 

 

 

13

 

 

 

1

 

 

 

15

 

 

$452 - $506

Southern Trails, Pearland

 

2014

 

 

40

 

 

 

29

 

 

 

11

 

 

 

3

 

 

 

20

 

 

$493 - $569

Pomona, Manvel

 

2015

 

 

17

 

 

 

 

 

 

17

 

 

 

1

 

 

 

 

 

$420 - $471

Rise Meridiana

 

2015

 

 

7

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

$420 - $480

Fort Bend County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cross Creek Ranch 60', Fulshear

 

2013

 

 

53

 

 

 

30

 

 

 

23

 

 

 

1

 

 

 

19

 

 

$421 - $447

Cross Creek Ranch 65', Fulshear

 

2013

 

 

52

 

 

 

21

 

 

 

31

 

 

 

 

 

 

15

 

 

$432 - $488

Cross Creek Ranch 70', Fulshear

 

2013

 

 

56

 

 

 

37

 

 

 

19

 

 

 

3

 

 

 

17

 

 

$497 - $567

Cross Creek Ranch 80', Fulshear

 

2013

 

 

29

 

 

 

9

 

 

 

20

 

 

 

4

 

 

 

20

 

 

$541 - $656

Cross Creek Ranch 90', Fulshear

 

2013

 

 

25

 

 

 

12

 

 

 

13

 

 

 

2

 

 

 

12

 

 

$627 - $755

Villas at Cross Creek Ranch, Fulshear

 

2013

 

 

101

 

 

 

91

 

 

 

10

 

 

 

1

 

 

 

29

 

 

$454 - $496

Cinco Ranch, Katy

 

2012

 

 

55

 

 

 

54

 

 

 

1

 

 

 

1

 

 

 

30

 

 

$349 - $420

Harvest Green 75', Richmond

 

2015

 

 

19

 

 

 

 

 

 

19

 

 

 

3

 

 

 

 

 

$438 - $518

Sienna Plantation 80', Missouri City

 

2013

 

 

45

 

 

 

39

 

 

 

6

 

 

 

3

 

 

 

23

 

 

$542 - $650

Sienna Plantation 85', Missouri City

 

2015

 

 

25

 

 

 

 

 

 

25

 

 

 

5

 

 

 

 

 

$531 - $650

Villas at Sienna South, Missouri City

 

2015

 

 

19

 

 

 

 

 

 

19

 

 

 

2

 

 

 

 

 

$445 - $507

Lakes of Bella Terra, Richmond

 

2013

 

 

109

 

 

 

80

 

 

 

29

 

 

 

 

 

 

25

 

 

$465 - $506

Villas at Aliana, Richmond

 

2013

 

 

89

 

 

 

60

 

 

 

29

 

 

 

5

 

 

 

25

 

 

$407 - $503

Riverstone 55', Sugar Land

 

2013

 

 

34

 

 

 

17

 

 

 

17

 

 

 

1

 

 

 

16

 

 

$397 - $460

Riverstone 80', Sugar Land

 

2013

 

 

30

 

 

 

28

 

 

 

2

 

 

 

2

 

 

 

21

 

 

$559 - $710

Riverstone Avanti at Avalon 100',

   Sugar Land

 

2015

 

 

5

 

 

 

1

 

 

 

4

 

 

 

1

 

 

 

1

 

 

$1,174 - $1,232

The Townhomes at Imperial, Sugar Land

 

2015

 

 

27

 

 

 

20

 

 

 

7

 

 

 

5

 

 

 

20

 

 

$396 - $530

Galveston County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harborwalk, Hitchcock

 

2014

 

 

50

 

 

 

44

 

 

 

6

 

 

 

2

 

 

 

5

 

 

$587 - $645

Harris County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fairfield, Cypress

 

2010

 

 

39

 

 

 

25

 

 

 

14

 

 

 

3

 

 

 

24

 

 

$474 - $573

Lakes of Fairhaven, Cypress

 

2008

 

 

166

 

 

 

157

 

 

 

9

 

 

 

9

 

 

 

35

 

 

$544 - $664

Towne Lake Living Views, Cypress

 

2013

 

 

122

 

 

 

104

 

 

 

18

 

 

 

 

 

 

20

 

 

$445 - $540

Calumet Townhomes, Houston

 

2015

 

 

4

 

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

$637

The Groves, Humble

 

2015

 

 

26

 

 

 

14

 

 

 

12

 

 

 

4

 

 

 

14

 

 

$454 - $505

Lakes of Creekside

 

2015

 

 

10

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

$549 - $648

Bridgeland '80

 

2015

 

 

5

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

$549 - $648

Hidden Arbor, Cypress

 

2015

 

 

59

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

$480

Clear Lake, Houston

 

2015

 

 

752

 

 

 

78

 

 

 

674

 

 

 

23

 

 

 

16

 

 

$383 - $658

Montgomery County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Barton Woods, Conroe

 

2013

 

 

118

 

 

 

102

 

 

 

16

 

 

 

2

 

 

 

15

 

 

$421 - $623

Villas at Oakhurst, Porter

 

2013

 

 

55

 

 

 

50

 

 

 

5

 

 

 

1

 

 

 

18

 

 

$375 - $458

Woodtrace, Woodtrace

 

2014

 

 

30

 

 

 

11

 

 

 

19

 

 

 

1

 

 

 

11

 

 

$485 - $536

Northgrove, Tomball

 

2015

 

 

25

 

 

 

 

 

 

25

 

 

 

 

 

 

 

 

$498 - $551

Bender's Landing Estates, Spring

 

2014

 

 

104

 

 

 

23

 

 

 

81

 

 

 

5

 

 

 

22

 

 

$458 - $621

The Woodlands, Creekside Park

 

2015

 

 

25

 

 

 

 

 

 

25

 

 

 

 

 

 

 

 

$488 - $641

Waller County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cane Island, Katy

 

2015

 

 

15

 

 

 

 

 

 

15

 

 

 

5

 

 

 

 

 

$537 - $647

Hays County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Belterra, Austin

 

2015

 

 

20

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

$550

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avanti Custom Homes

 

2007

 

 

125

 

 

 

107

 

 

 

18

 

 

 

19

 

 

 

22

 

 

$416 - $643

Texas Casual Cottages, Round Top

 

2010

 

 

88

 

 

 

76

 

 

 

12

 

 

 

15

 

 

 

16

 

 

$203 - $443

Texas Casual Cottages, Hill Country

 

2012

 

 

46

 

 

 

44

 

 

 

2

 

 

 

3

 

 

 

9

 

 

 

Texas Total

 

 

 

 

2,751

 

 

 

1,384

 

 

 

1,367

 

 

 

136

 

 

 

539

 

 

 

Trendmaker Homes Total

 

 

 

 

2,751

 

 

 

1,384

 

 

 

1,367

 

 

 

136

 

 

 

539

 

 

 

- 13 -


TRI Pointe Homes

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project, City

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

Southern California

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Orange County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rancho Mission Viejo

 

2013

 

 

105

 

 

 

105

 

 

 

 

 

 

 

 

 

24

 

 

Closed

Truewind, Huntington Beach

 

2014

 

 

49

 

 

 

49

 

 

 

 

 

 

 

 

 

40

 

 

$1,065 - $1,180

Arcadia, Irvine

 

2013

 

 

61

 

 

 

46

 

 

 

 

 

 

1

 

 

 

1

 

 

$1,199 - $1,420

Arcadia II, Irvine

 

2014

 

 

66

 

 

 

54

 

 

 

12

 

 

 

7

 

 

 

43

 

 

$1,199 - $1,281

Fairwind, Huntington Beach

 

2015

 

 

80

 

 

 

63

 

 

 

17

 

 

 

14

 

 

 

63

 

 

$937 - $1,032

Cariz, Irvine

 

2014

 

 

112

 

 

 

94

 

 

 

18

 

 

 

16

 

 

 

75

 

 

$495 - $650

Messina, Irvine

 

2014

 

 

59

 

 

 

38

 

 

 

12

 

 

 

10

 

 

 

30

 

 

$1,515 - $1,630

Aria-Rancho Mission Viejo

 

2015

 

 

87

 

 

 

3

 

 

 

84

 

 

 

4

 

 

 

3

 

 

$615 - $652

Aubergine-Rancho Mission Viejo

 

2016

 

 

66

 

 

 

 

 

 

66

 

 

 

8

 

 

 

 

 

$1,005 - $1,115

Aubergine II-Rancho Mission Viejo

   (SFD)

 

2017

 

 

57

 

 

 

 

 

 

57

 

 

 

 

 

 

 

 

TBD

San Diego County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Altana, San Diego

 

2013

 

 

45

 

 

 

45

 

 

 

 

 

 

 

 

 

1

 

 

Closed

Riverside County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Topazridge, Riverside

 

2012

 

 

68

 

 

 

63

 

 

 

5

 

 

 

4

 

 

 

 

 

$464 - $530

Topazridge II, Riverside

 

2014

 

 

49

 

 

 

45

 

 

 

4

 

 

 

3

 

 

 

22

 

 

$459 - $515

Alegre, Temecula

 

2014

 

 

96

 

 

 

96

 

 

 

 

 

 

 

 

 

77

 

 

$287 - $323

Aldea, Temecula

 

2014

 

 

90

 

 

 

77

 

 

 

13

 

 

 

13

 

 

 

54

 

 

$262 - $298

Kite Ridge, Riverside

 

2014

 

 

87

 

 

 

18

 

 

 

69

 

 

 

3

 

 

 

18

 

 

$445 - $470

Serrano Ridge at Sycamore Creek,

   Riverside

 

2015

 

 

87

 

 

 

4

 

 

 

83

 

 

 

2

 

 

 

4

 

 

$363 - $393

Terrassa Courts, Corona

 

2015

 

 

94

 

 

 

 

 

 

94

 

 

 

 

 

 

 

 

$400 - $438

Terrassa Villas, Corona

 

2015

 

 

52

 

 

 

 

 

 

52

 

 

 

 

 

 

 

 

$438 - $478

Los Angeles County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avenswood, Azusa

 

2013

 

 

66

 

 

 

66

 

 

 

 

 

 

 

 

 

12

 

 

Closed

Woodson, Playa Vista

 

2014

 

 

66

 

 

 

66

 

 

 

 

 

 

 

 

 

26

 

 

Closed

Grayson, Santa Clarita

 

2015

 

 

119

 

 

 

6

 

 

 

113

 

 

 

10

 

 

 

6

 

 

$517 - $550

San Bernardino County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sedona at Parkside, Ontario

 

2015

 

 

152

 

 

 

13

 

 

 

139

 

 

 

9

 

 

 

13

 

 

$346 - $381

Kensington at Park Place, Ontario

 

2015

 

 

67

 

 

 

6

 

 

 

61

 

 

 

4

 

 

 

6

 

 

$486 - $509

St. James at Park Place, Ontario

 

2015

 

 

57

 

 

 

17

 

 

 

40

 

 

 

6

 

 

 

17

 

 

$453 - $468

Ventura County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Westerlies, Oxnard

 

2015

 

 

116

 

 

 

 

 

 

116

 

 

 

 

 

 

 

 

$370 - $499

Southern California Total

 

 

 

 

2,053

 

 

 

974

 

 

 

1,055

 

 

 

114

 

 

 

535

 

 

 

Northern California

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contra Costa County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Berkshire at Barrington, Brentwood

 

2014

 

 

89

 

 

 

63

 

 

 

26

 

 

 

17

 

 

 

46

 

 

$506 - $553

Hawthorne at Barrington, Brentwood

 

2014

 

 

105

 

 

 

58

 

 

 

47

 

 

 

11

 

 

 

39

 

 

$549 - $615

Marquette at Barrington, Brentwood

 

2015

 

 

90

 

 

 

17

 

 

 

73

 

 

 

8

 

 

 

17

 

 

$480 - $715

Wynstone at Barrington, Brentwood

 

2016

 

 

92

 

 

 

 

 

 

92

 

 

 

 

 

 

 

 

$450 - $550

Penrose at Barrington, Brentwood

 

2016

 

 

34

 

 

 

 

 

 

34

 

 

 

 

 

 

 

 

$498 - $515

Santa Clara County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avellino, Mountain View

 

2013

 

 

63

 

 

 

63

 

 

 

 

 

 

 

 

 

8

 

 

Closed

Cobblestone, Milpitas

 

2015

 

 

32

 

 

 

22

 

 

 

10

 

 

 

7

 

 

 

22

 

 

$960 - $1,163

San Mateo County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canterbury, San Mateo

 

2014

 

 

76

 

 

 

76

 

 

 

 

 

 

 

 

 

50

 

 

$940 - $1,230

Solano County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redstone, Vacaville

 

2015

 

 

141

 

 

 

27

 

 

 

114

 

 

 

5

 

 

 

27

 

 

$455 - $527

San Joaquin County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ventana, Tracy

 

2015

 

 

93

 

 

 

22

 

 

 

71

 

 

 

6

 

 

 

22

 

 

$438 - $540

Sundance, Mountain House

 

2015

 

 

113

 

 

 

9

 

 

 

104

 

 

 

29

 

 

 

9

 

 

$555 - $635

Alameda County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cadence, Alameda Landing

 

2015

 

 

91

 

 

 

38

 

 

 

53

 

 

 

2

 

 

 

38

 

 

$1,057 - $1,234

Linear, Alameda Landing

 

2015

 

 

106

 

 

 

54

 

 

 

52

 

 

 

7

 

 

 

54

 

 

$685 - $915

Symmetry, Alameda Landing

 

2016

 

 

56

 

 

 

 

 

 

56

 

 

 

 

 

 

 

 

$775 - $875

Commercial, Alameda Landing

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

$620

Parasol, Fremont

 

2016

 

 

39

 

 

 

 

 

 

39

 

 

 

 

 

 

 

 

$590 - $850

Blackstone at the Cannery,

   Hayward SFA

 

2016

 

 

105

 

 

 

 

 

 

105

 

 

 

 

 

 

 

 

$530 - $600

Blackstone at the Cannery,

   Hayward SFD

 

2016

 

 

52

 

 

 

 

 

 

52

 

 

 

 

 

 

 

 

$865 - $915

Catalina Crossing, Livermore

 

2017

 

 

31

 

 

 

 

 

 

31

 

 

 

 

 

 

 

 

$865 - $915

Jordan Ranch, Dublin

 

2017

 

 

56

 

 

 

 

 

 

56

 

 

 

 

 

 

 

 

$865 - $915

Jordan Ranch, Dublin

 

2017

 

 

105

 

 

 

 

 

 

57

 

 

 

 

 

 

 

 

$865 - $915

Northern California Total

 

 

 

 

1,571

 

 

 

449

 

 

 

1,074

 

 

 

92

 

 

 

332

 

 

 

California Total

 

 

 

 

3,624

 

 

 

1,423

 

 

 

2,129

 

 

 

206

 

 

 

867

 

 

 

- 14 -


 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project, City

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

Colorado

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Terrain 4000 Series, Castle Rock

 

2013

 

 

149

 

 

 

100

 

 

 

49

 

 

 

24

 

 

 

44

 

 

$345 - $398

Terrain 3500 Series, Castle Rock

 

2015

 

 

67

 

 

 

37

 

 

 

30

 

 

 

20

 

 

 

37

 

 

$321 - $344

Jefferson County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leyden Rock 4000 Series, Arvada

 

2014

 

 

51

 

 

 

45

 

 

 

6

 

 

 

2

 

 

 

40

 

 

$385 - $441

Leyden Rock 5000 Series, Arvada

 

2015

 

 

67

 

 

 

30

 

 

 

37

 

 

 

17

 

 

 

30

 

 

$454 - $509

Candelas 6000 Series, Arvada

 

2015

 

 

76

 

 

 

6

 

 

 

70

 

 

 

5

 

 

 

6

 

 

$498 - $625

Denver County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Platt Park North, Denver

 

2014

 

 

29

 

 

 

28

 

 

 

1

 

 

 

 

 

 

24

 

 

$611 - $615

Larimer County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Centerra 5000 Series, Loveland

 

2015

 

 

150

 

 

 

12

 

 

 

67

 

 

 

16

 

 

 

12

 

 

$394 - $426

Arapahoe County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Whispering Pines, Aurora

 

2015

 

 

115

 

 

 

 

 

 

115

 

 

 

 

 

 

 

 

$518 - $600

Colorado Total

 

 

 

 

704

 

 

 

258

 

 

 

375

 

 

 

84

 

 

 

193

 

 

 

TRI Pointe Homes Total

 

 

 

 

4,328

 

 

 

1,681

 

 

 

2,504

 

 

 

290

 

 

 

1,060

 

 

 

- 15 -


Winchester Homes

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

Homes Delivered

 

 

 

 

 

 

 

 

 

 

 

Homes

 

 

Lots

 

 

 

 

 

 

for the Twelve

 

 

 

 

 

Year of

 

Total

 

 

Delivered as of

 

 

Owned as of

 

 

Backlog as of

 

 

Months Ended

 

 

Sales Price

 

 

First

 

Number of

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

Range

County, Project, City

 

Delivery(1)

 

Lots(2)

 

 

2015

 

 

2015(3)

 

 

2015(4)(5)

 

 

2015

 

 

(in thousands)(6)

Maryland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anne Arundel County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Watson's Glen, Millersville

 

2015

 

 

103

 

 

 

2

 

 

 

101

 

 

 

 

 

 

2

 

 

Closed

Frederick County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Landsdale, Monrovia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Landsdale Village SFD

 

2015

 

 

222

 

 

 

16

 

 

 

206

 

 

 

7

 

 

 

16

 

 

$495 - $635

Landsdale Townhomes

 

2015

 

 

100

 

 

 

3

 

 

 

97

 

 

 

 

 

 

3

 

 

$340 - $365

Landsdale TND Neo SFD

 

2015

 

 

77

 

 

 

 

 

 

77

 

 

 

3

 

 

 

 

 

$435 - $468

Howard County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walnut Creek, Ellicott City

 

2014

 

 

21

 

 

 

15

 

 

 

6

 

 

 

8

 

 

 

6

 

 

$950 - $1,293

Montgomery County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cabin Branch, Clarksburg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cabin Branch SFD

 

2014

 

 

359

 

 

 

43

 

 

 

316

 

 

 

22

 

 

 

27

 

 

$480 - $719

Cabin Branch Boulevard Townhomes

 

2016

 

 

61

 

 

 

 

 

 

61

 

 

 

 

 

 

 

 

TBD

Cabin Branch Townhomes

 

2014

 

 

567

 

 

 

63

 

 

 

504

 

 

 

6

 

 

 

42

 

 

$375 - $390

Preserve at Stoney Spring-Lots for Sale

 

N/A

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

NA

Preserve at Rock Creek, Rockville

 

2012

 

 

68

 

 

 

63

 

 

 

5

 

 

 

2

 

 

 

17

 

 

$685 - $935

Poplar Run, Silver Spring

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Poplar Run Townhomes

 

2013

 

 

136

 

 

 

118

 

 

 

18

 

 

 

12

 

 

 

49

 

 

$390 - $435

Poplar Run SFD

 

2010

 

 

326

 

 

 

209

 

 

 

117

 

 

 

17

 

 

 

44

 

 

$562 - $717

Potomac Highlands, Potomac

 

2016

 

 

23

 

 

 

 

 

 

23

 

 

 

 

 

 

 

 

TBD

Glenmont MetroCenter, Silver Spring

 

2016

 

 

89

 

 

 

 

 

 

89

 

 

 

 

 

 

 

 

TBD

Closed Communities

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

Maryland Total

 

 

 

 

2,152

 

 

 

532

 

 

 

1,625

 

 

 

77

 

 

 

209

 

 

 

Virginia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fairfax County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve at Waples Mill, Oakton

 

2013

 

 

28

 

 

 

25

 

 

 

3

 

 

 

2

 

 

 

8

 

 

$1460

Stuart Mill & Timber Lake, Oakton

 

2014

 

 

19

 

 

 

5

 

 

 

14

 

 

 

2

 

 

 

3

 

 

$1,363 - $1,675

Prince William County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Villages of Piedmont, Haymarket

 

2015

 

 

168

 

 

 

17

 

 

 

151

 

 

 

1

 

 

 

17

 

 

$370 - $422

Loudoun County:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brambleton, Ashburn

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

English Manor Townhomes

 

2014

 

 

41

 

 

 

25

 

 

 

16

 

 

 

3

 

 

 

18

 

 

$492 - $532

Glenmere at Brambleton SFD

 

2014

 

 

77

 

 

 

63

 

 

 

14

 

 

 

13

 

 

 

41

 

 

$650 - $723

Glenmere at Brambleton Townhomes

 

2014

 

 

85

 

 

 

72

 

 

 

13

 

 

 

1

 

 

 

44

 

 

$464 - $468

Vistas at Lansdowne, Lansdowne

 

2015

 

 

120

 

 

 

18

 

 

 

102

 

 

 

8

 

 

 

18

 

 

$569 - $650

Willowsford Grant II, Aldie

 

2016

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

TBD

Willowsford Greens, Aldie

 

2014

 

 

38

 

 

 

24

 

 

 

14

 

 

 

3

 

 

 

15

 

 

$750 - $840

Closed Communities

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

64

 

 

 

Virginia Total

 

 

 

 

579

 

 

 

249

 

 

 

330

 

 

 

33

 

 

 

228

 

 

 

Winchester Homes Total

 

 

 

 

2,731

 

 

 

781

 

 

 

1,955

 

 

 

110

 

 

 

437

 

 

 

TRI Pointe Group Total

 

 

 

 

33,943

 

 

 

8,786

 

 

 

24,733

 

 

 

1,156

 

 

 

4,057

 

 

 

(1)

Year of first delivery for future periods is based upon management’smanagement's estimates and is subject to change.

(2)

The number of homes to be built at completion is subject to change, and there can be no assurance that we will build these homes.

- 9 -


(3)

Owned lots and fee building lots as of December 31, 20132015 include owned lots and fee building lots in backlog as of December 31, 2013.2015.

(4)

(4)

Backlog consists of homes under sales contracts that had not yet closed,been delivered, and there can be no assurance that closingsdelivery of sold homes will occur.  See “Backlog” below.

(5)

Of the total homes subject to pending sales contracts that have not closedbeen delivered as of December 31, 2013, 1272015, 716 homes are under construction, 4237 homes have completed construction, and 18203 homes have not started construction.

(6)

Sales price range reflects base sales price only and excludes any lot premium, buyerhomebuyer incentives and buyer selectedhomebuyer-selected options, which may vary from project to project.  Sales prices for homes required to be sold pursuant to affordable housing requirements are excluded from sales price range.  Sales prices reflect current pricing and might not be indicative of past or future pricing.

(7)We entered into a construction management agreement to only build homes in this community for an independent third-party property owner. This project is marketed under the third-party owner’s name.
(8)We entered into a construction management agreement to build, sell and market homes in this community for an independent third-party property owner. This project is marketed under the TRI Pointe Homes brand name.

Owned and Controlled Lots

As of December 31, 2013, we owned or controlled, pursuant to land option contracts or purchase contracts, an aggregate of 3,466 lots. The following table presents certain information with respect to our owned and controlled lots as of December 31, 2013(1).

Market

  Lots
Owned
   Lots
Controlled(1)
   Lots
Owned and
Controlled(1)
 

Southern California

   1,072     674     1,746  

Northern California

   947     192     1,139  

Colorado

   263     318     581  
  

 

 

   

 

 

   

 

 

 

Total

   2,282     1,184     3,466  
  

 

 

   

 

 

   

 

 

 

(1)Includes lots that are under land option contracts or purchase contracts.

Acquisition Process

As of December 31, 2013, we had 27 communities containing 2,282 owned lots under various stages of development. All of these lots are entitled. We believe that our current inventory of lots owned andor controlled lots will be adequate to supply our homebuilding operations for approximately two to three years.the foreseeable future.

Our land acquisition strategy focuses on the development of entitled parcels that we can complete within approximately 24 to 36 months from the start of sales in order to reduce development and market cycle risk while maintaining an inventory of owned and controlled lots sufficient for construction of homes over a two to three-year period.

- 16 -


Our acquisition process generally includes the following steps to reduce development and market cycle risk:

·

review of the status of entitlements and other governmental processing, including title reviews;

·

limitation on the size of an acquisition to minimize investment levels in any one project;

·

completion of due diligence on the land parcel prior to committing to the acquisition;

·

preparation of detailed budgets for all cost categories;

·

completion of environmental reviews and third-party market studies;

·

utilization of options, joint ventures and other land acquisition arrangements, if necessary; and

employment of centralized control of approval over all acquisitions through a land committee process. Our executive committee, which is comprised of Barry Sternlicht, the chairman of our board, Douglas Bauer, our Chief Executive Officer, and J. Marc Perrin, a member of our board has the authority to review and consider the approval of any land acquisition with a purchase price of up to $35 million.

·

employment of centralized control of approval over all acquisitions through a land committee process.

- 10 -


Before purchasing a land parcel, we also engage outside architects and consultants to help review our proposed acquisition and design our homes and communities.

We acquire land parcels pursuant to purchase agreements that are often structured as option contracts.  These option contracts require us to pay non-refundable deposits, which can vary by transaction, and entitle (but do not obligate) us to acquire the land typically at fixed prices.  The term within which we can exercise our option varies by transaction and our acquisition is often contingent upon the completion of entitlement or other work with regard to the land (such as “backbone”"backbone" improvements, such aswhich include the installation of main roads or sewer mains).  Depending upon the transaction, we may be required to purchase all of the land involved at one time or we may have a right to acquire identified groups of lots over a specified timetable.  In some transactions, a portion of the consideration that we pay for the land may be in the form of a share of the profits of a project after we receive an agreed toupon level of profits from the project.  In limited instances such as when we acquire land from a master developer that is part of a larger project, the seller may have repurchase rights entitling it to repurchase the land from us under circumstances when we do not develop the land by an outside deadline (unless the delay is caused by certain circumstances outside our control), or when we seek to sell the land directly to a third party or indirectly through a change in control of our company.  Repurchase rights typically allow the seller to repurchase the land at the price that we paid the seller to acquire the land plus the cost of improvements that we have made to the land and less some specified discount.

Homebuilding, MarketingOur Community Development, Construction and Sales and Marketing Process

Our detached homes range in size from approximately 1,300 to 4,300 square feet, and our attached homes range in size from approximately 1,200 to 2,500 square feet. The prices of our homes also vary substantially. Base sales prices for our detached homes range from approximately $300,000 to $1.5 million and base sales prices for our attached homes range from approximately $300,000 to $1.1 million. The average sales price of our owned homes delivered was approximately $624,000 and $538,000, respectively, for years ended December 31, 2013 and 2012.Community Development

WeIn California, we typically develop communities incommunity phases based upon projected sales, and we construct homes in each phase whether or not they have been pre-sold.  We have the ability to control the timing of construction of subsequent phases in the same community based on sales activity in the prior phase, market conditions and other factors.  We also will attempt to delay much of the customization of a home until a qualified buyerhomebuyer has been approved, so as to enable the buyerhomebuyer to tailor the home to such buyer’sthat homebuyer's specifications; however, we will complete the build out of any unsold homes in a particular phase wherewhen deemed appropriate for marketing purposes of such home.  In our other regions, we typically develop communities on a lot by lot basis driven by sales demand.  

The design of our homes is limited by factors such as zoning requirements, building codes and energy efficiency laws.  As a result, we contract with a number of architects and other consultants in connection with the design process.

Construction

Substantially all of our construction work is done by subcontractors with us acting as the general contractor.  We also enter into contracts as needed with design professionals and other service providers who are familiar with local market conditions and requirements.  We do not have long-term contractual commitments with our subcontractors, suppliers or laborers.  We maintain strong and long-standing relationships with many of our subcontractors.  We believe that our relationships have been enhanced through both maintaining our schedules and making timely payment to our subcontractors.  By dealing fairly with our key subcontractors, we are able to keep our key subcontractorsthem attentive to our projects.

Sales and Marketing

In connection with the sale and marketing of our homes, we make extensive use of online and offline advertising and other promotional activities, including digital paid search and display advertising, the website of each of our website (www.TRIPointeHomes.com), mass-mediasix regional brands, print media advertisements, brochures, direct mail and the placement of signboards in the immediate areas of our developments. Except for the Registration Statement, the information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this annual report on Form 10-K.

- 17 -


We sell our homes through our own sales representatives and through independent real estate brokers.  Our in-house sales force typically works from sales offices located in model homes close to or in each community.  Sales representatives assist potential buyershomebuyers by providing them with basic floor plans, price information, development and construction timetables, tours of model homes, and the selection of options.  Sales personnel are licensed by the applicable real estate bodies in their respective markets, are trained by us and generally have had prior experience selling new homes in the local market.  Our personnel, along with subcontracted marketing and design consultants, carefully design exteriors and interiors of each home to coincide with the lifestyles of targeted homebuyers.

- 11 -


As of December 31, 2013,2015, we owned 32252 model homes.homes that were either completed or under construction.  Generally, we build model homes at each project and have them professionally decorated to display design features.  We believe that model homes play a significant role in helping homebuyers understand the efficiencies and value provided by each floor plan type.  Interior decorations vary among our models and are selected based upon the lifestyles of our targeted homebuyers.  Structural changes in design from the model homes are not generally permitted, but homebuyers may select various other optional construction and design amenities.  In addition to model homes, customershomebuyers can gain an understanding of the various design features and options available to them using third-party design centers.  At each design center, customershomebuyers can meet with a designer and are shown the standard and upgraded selections available to them.

We typically sell homes using sales contracts that include cash deposits by the purchasers. Before entering into sales contracts, we pre-qualify our customers.  However, purchasers can generally cancel sales contracts if they are unable to sell their existing homes, if they fail to qualify for financing, or under certain other circumstances.  Although cancellations can delay the sale of our homes, they have historically not had a material impact on our operating results.  The cancellation rate of buyershomebuyers who contracted to buy a home but did not close escrow (as a percentage of overall orders) was approximately 10% andconsistent at 16% duringfor each of the years ended December 31, 20132015 and 2012.2014.  Cancellation rates are subject to a variety of factors beyond our control such as adverse economic conditions and increases in mortgage interest rates.  Our inventory of completed and unsold production homes was 7351 and 288 homes as of December 31, 2013.2015 and 2014, respectively.

CustomerHomebuyer Financing and Title Services

We seek to assist our homebuyers in obtaining financing by arranging with mortgage lenders to offer qualified buyershomebuyers a variety of financing options.  Substantially all homebuyers utilize long-term mortgage financing to purchase a home and mortgage lenders will usually make loans only to qualified borrowers.  Our financial services operation (“TRI Pointe Solutions”) is comprised of mortgage financing operations (“TRI Pointe Connect”), which was formed as a joint venture with an established mortgage lender, and title services operations (“TRI Pointe Assurance”).  While our homebuyers may obtain financing from any mortgage provider of their choice, TRI Pointe Connect can act as a preferred mortgage broker to our homebuyers in all of the markets in which we operate, providing mortgage financing that helps facilitate the sale and closing process as well as generate additional fee income for us.  TRI Pointe Assurance provides title examinations for our homebuyers in our Trendmaker Homes and Winchester Homes brands.  TRI Pointe Assurance is a wholly-owned subsidiary of TRI Pointe and acts as a title agency for First American Title Insurance Company.

Quality Control and Customer Service

We pay particular attention to the product design process and carefully consider quality and choice of materials in order to attempt to eliminate building deficiencies.  TheWe monitor the quality and workmanship of the subcontractors that we employ are monitored and we make regular inspections and evaluations of our subcontractors to seek to ensure that our standards are met.

We maintain quality control and customer service staff whose role includes providing a positive experience for each customerhomebuyer throughout the pre-sale, sale, building, closingdelivery and post-closingpost-delivery periods.  These employees are also responsible for providing after sales customer service.  Our quality and service initiatives include taking customershomebuyers on a comprehensive tour of their home prior to closingdelivery and using customerhomebuyer survey results to improve our standards of quality and customerhomebuyer satisfaction.

Warranty Program

Our company currently provides a limited one yearIn the normal course of business, we incur warranty-related costs associated with homes that have been delivered to homebuyers.  Estimated future direct warranty covering workmanshipcosts are accrued and materials. In addition, our limited warranty (generally ranging from a minimumcharged to cost of two years up tosales in the period covered bywhen the applicable statuterelated home sales revenues are recognized while indirect warranty overhead salaries and related costs are charged to cost of repose) covers certain defined construction defects. The limited warranty covering construction defects is transferable to subsequent buyers not under direct contract with us and requires that homebuyers agree to the definitions and procedures set forthsales in the period incurred.  Estimation of accruals include consideration of our claims history, including current claims and estimates of claims incurred but not yet reported.  We also periodically utilize the services of an independent third party actuary to assist us with evaluating the level of our accruals.  Factors that affect the warranty includingaccruals include the submissionnumber of unresolvedhomes delivered, historical and anticipated rates of warranty claims and cost per claim.  Although we consider the warranty accruals reflected in our consolidated balance sheet to be adequate, actual future costs could differ significantly from our currently estimated amounts.  Our warranty accrual is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

- 18 -


We maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related disputesclaims.  We also generally require our subcontractors and design professionals to binding arbitration. We reserve upindemnify us for liabilities arising from their work, subject to 1.0% of the sales price of each home we sellvarious limitations.  However, such indemnity is significantly limited with respect to provide the customer servicecertain subcontractors that are added to our homebuyers.general liability insurance policy.  We believe that our reservesrecord expected recoveries from insurance carriers when proceeds are adequate to coverprobable and estimable.  Warranty insurance receivables are recorded in receivables on the ultimate resolution of our potential liabilities associated with known and anticipated warranty and construction defect related claims and litigation.

We subcontract our homebuilding work to subcontractors who generally provide us with an indemnity and a certificate of insurance prior to receiving payments for their work and, therefore, claims relating to workmanship and materials are generally the primary responsibility of our subcontractors.accompanying consolidated balance sheet.

There can be no assurance however, that the terms and limitations of the limited warranty will be effective against claims made by homebuyers, that we will be able to renew our insurance coverage or renew it at reasonable rates, that we will not be liable for damages, the cost of repairs, and/or the expense of litigation surrounding possible construction defects, soil subsidence or building related claims or that claims will not arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with ourcertain subcontractors.

- 12 -


Seasonality

We have experienced seasonal variations in our quarterly operating results and capital requirements.  We typically take orders for more homes in the first half of the fiscal year than in the second half, which creates additional working capital requirements in the second and third quarters to build our inventories to satisfy the deliveries in the second half of the year.  We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry.industry and the geographic mix of the homes we sell.

Backlog

Backlog units reflects the number of homes, net of actual cancellations experienced during the period, for which we have entered into a sales contract with a homebuyer but for which we have not yet delivered the home.  Homes in backlog are generally delivered within three to nine months, although we may experience cancellations of sales contracts prior to delivery.  For information concerning backlog units, the dollar value and average sales price by segment, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this annual report on Form 10-K.

Raw Materials

Typically, all of the raw materials and most of the components used in our business are readily available in the United States.  Most are standard items carried by major suppliers.  However, a rapid increase in the number of homes started or other market conditions could cause delays in the delivery of, shortages in, or higher prices for necessary materials.  Delivery delays or the availability of suchinability to obtain necessary materials orcould result in the price of services, thereby leading to delays in the delivery of homes under construction.  We have established national purchase programs for certain materials and we continue to monitor the supply markets to achieve the best prices available.

Fee Building Services

Although, since the investment by the Starwood Fund in 2010, our primary business focus is building and selling homes for our own account, we also selectively provide construction services whereby we build, market and sell homes for independent third-party property owners with whom we have revenue sharing agreements on projects typically marketed under the TRI Pointe Homes brand name (“fee building projects”). Our services with respect to fee building projects may include design, development, construction and sale of the homes, and we may take a project at any stage of development through its completion and sale. We earn revenue on our fee building projects either as a flat fee for the project or as a percentage of the cost or revenue of the project depending upon the terms of the agreement with our customer. For the years ended December 31, 2013 and 2012, we delivered 63 and 26 homes, respectively, at our fee building projects.

Our Financing Strategy

We intend to employ both debt and equity as part of our ongoing financing strategy, coupled with redeployment of cash flows from continuing operations, to provide us with the financial flexibility to access capital on the best terms available.  In that regard, we expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes.  As of December 31, 2013, 2015, we had approximately $270.6$299.4 million outstanding related to our unsecured revolving credit facility, $2.4 million of aggregate loan commitments,seller financed loans and $868.7 million of which $138.1outstanding senior notes as well as $214.5 million was outstanding. At that date,in cash and cash equivalents and $242.2 million available under our aggregate loan commitments consisted of $205 million securedunsecured revolving credit facilities, which provide financing for several real estate projects, two project-specific revolving loans and several other loan agreements related to the acquisition and development of lots and the construction of model homes and homes for sale.facility.  Our board of directors will considerconsiders a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets, and our company as a whole, to generate cash flow to cover the expected debt service.  As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we currently expect to remain conservatively capitalized.  However, our charter does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.

We intend to finance future acquisitions and developments with the most advantageous source of capital available to us at the time of the transaction, which may include a combination of common and preferred equity, secured and unsecured corporate level debt, property-level debt and mortgage financing and other public, private or bank debt. For information concerning indebtedness to be incurred in connection with consummation of the WRECO Transactions, please see the section of the Registration Statement entitled “Debt Financing” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this annual report on Form 10-K.

We carry out our business generally through a number of project-specific, wholly owned subsidiaries. Our fee building business is conducted primarily through TRI Pointe Contractors, LP, and TRI Pointe Communities, Inc. is our wholly owned subsidiary through which we conduct real estate brokerage activities relating to our business.

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Segments

The Company’sCompany's operations are organized intoin two principal businesses:  homebuilding and financial services.

Our homebuilding operation consists of six reportable segments:  homebuildingMaracay Homes, consisting of operations in Arizona; Pardee Homes, consisting of operations in California and construction services. Nevada; Quadrant Homes, consisting of operations in Washington; Trendmaker Homes, consisting of operations in Texas; TRI Pointe Homes, consisting of operations in California and Colorado; and Winchester Homes, consisting of operations in Maryland and Virginia.  

Our financial services operation (TRI Pointe Solutions) is a reportable segment and is comprised of our TRI Pointe Connect mortgage financing operations and our TRI Pointe Assurance title services operations.  

For financial information about our segments, see Part II, Item 7, “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" and Note 84, Segment Information, of the notes to theour consolidated financial statements ofincluded elsewhere in this annual report on Form 10-K.

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Government Regulation and Environmental Matters

We are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning zoning, development, building design, construction and similar matters which impose restrictive zoning and density requirements, the result of which is to limit the number of homes that can be built within the boundaries of a particular area.  Projects that are not entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development in certain specific areas due to government regulations.  We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or "slow-growth" or "no-growth" initiatives that could be implemented in the future.  Local governments also have broad discretion regarding the imposition of development fees and exactions for projects in their jurisdiction.  Projects for which we have received land use and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these projects or prevent their development.

We are also subject to a variety of local, state, federal and other statutes, ordinances, rules and regulations concerning the environment.  The particular environmental laws that apply to any given homebuilding site vary according to multiple factors, including the site's location, its environmental conditions and the present and former uses of the site, as well as adjoining properties.  Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in environmentally sensitive regions or areas.  In addition, in those cases where an endangered or threatened species is involved, environmental rules and regulations can result in the restriction or elimination of development in identified environmentally sensitive areas.  From time to time, the United States Environmental Protection Agency and similar federal or state agencies review homebuilders' compliance with environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future compliance as a result of past failures.  Any such actions taken with respect to us may increase our costs.  Further, we expect that as concerns about climate change and other environmental issues continue to grow, homebuilders will be required to comply with increasingly stringent laws and regulations.  Environmental laws and regulations can also have an adverse impact on the availability and price of certain raw materials such as lumber.  California is especially susceptible to restrictive government regulations and environmental laws.  In addition, home deliveries in California may be delayed or prevented due to governmental responses to California’s long-term drought, even when we have obtained water rights for those projects.

Under various environmental laws, current or former owners of real estate, as well as certain other categories of parties, may be required to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be held liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and clean-up costs incurred by such parties in connection with the contamination.  A mitigation system may be installed during the construction of a home if a cleanup does not remove all contaminants of concern or to address a naturally occurring condition such as methane.  Some homebuyers may not want to purchase a home with a mitigation system.

Our general contractor, real estate broker, mortgage joint venture and title agency operations are subject to licensing and regulation in the jurisdictions in which they operate.  Consequently, they are subject to net worth, bonding, disclosure, record-keeping and other requirements.  Failure to comply with applicable requirements could result in loss of license, financial penalties, or other sanctions.

Refer to Part I, Item 1A.  "Risk Factors" of this annual report on Form 10-K for risks related to government regulation and environmental matters.

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Competition

Competition in the homebuilding industry is intense, and there are relatively low barriers to entry into our business.  Homebuilders compete for, among other things, homebuyers, desirable land parcels, financing, raw materials and skilled labor.  We compete for homebuyers primarily on the basis of a number of interrelated factors including home design and location, price, homebuyer satisfaction, construction quality, reputation and the availability of mortgage financing.  Increased competition could hurt our business, as it could prevent us from acquiring attractive land parcels on which to build homes or make such acquisitions more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that may adversely impact our margins and revenues.  Our competitors may independently develop land and construct housing units that are superior or substantially similar to our products.  Furthermore, several of our primary competitors are significantly larger, have longer operating histories and may have greater resources or lower cost of capital than ours; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate.  Many of these competitors also have longstanding relationships with subcontractors and suppliers in the markets in which we operate.  We also compete for sales with individual resales of existing homes and with available rental housing.

Employees

As of December 31, 2015, we had 1,036 employees, 435 of whom were executive, management and administrative personnel, 251 of whom were sales and marketing personnel and 350 of whom were involved in field construction.  Although none of our employees are covered by collective bargaining agreements, certain of the subcontractors engaged by us are represented by labor unions or are subject to collective bargaining arrangements.  We believe that our relations with our employees and subcontractors are good.

Our Offices and Access to Information

Our principal executive offices are located at 19540 Jamboree Road, Suite 300, Irvine, California 92612.  Our main telephone number is (949) 438-1400.  Our internet website is www.tripointegroup.com.  We will make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(d) or 15(d) of the Exchange Act as soon as reasonably practicable after filing with, or furnishing to, the SEC.  Copies of these reports, and any amendment to them, are available free of charge upon request.  The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this annual report on Form 10-K.

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Item 1A.

Risk Factors

Investors should carefully consider the following risk factors, which address the material risks concerning our business, together with the other information contained in this annual report on Form 10-K.  If any of the risks discussed in this annual report on Form 10-K occur, our business, liquidity, financial condition and results of operations (individually and collectively referred to in these risk factors as “Financial Performance”) could be materially and adversely affected, in which case the trading price of our common stock could decline significantly and stockholders could lose all or a part of their investment.  Some statements in this annual report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements.  Please refer to the initial section of this annual report on Form 10-K entitled “Cautionary Note Concerning Forward-Looking Statements.”

Risks Related to Our Business

Our long-term growth depends upon our ability to successfully identify and acquire desirable land parcels for residential buildout.

Our future growth depends upon our ability to successfully identify and acquire attractive land parcels for development of our projects at reasonable prices and with terms that meet our underwriting criteria.  Our ability to acquire land parcels for new projects may be adversely affected by changes in the general availability of land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels, availability of financing to acquire land parcels, zoning and other market conditions.  If the supply of land parcels appropriate for development of projects is limited because of these factors, or for any other reason, our ability to grow could be significantly limited, and the number of homes that we build and sell could decline.  Additionally, our ability to begin new projects could be impacted if we elect not to purchase land parcels under option contracts.  To the extent that we are unable to purchase land parcels in a timely manner or enter into new contracts for the purchase of land parcels at reasonable prices, our home sales revenue and Financial Performance could be negatively impacted.  

Our quarterly results of operations may fluctuate because of the seasonal nature of our business and other factors.

We have experienced seasonal fluctuations in quarterly results of operations and capital requirements that can have a material and adverse impact on our Financial Performance. We typically experience the highest new home order activity during the first and second quarters of our fiscal year, although sales velocity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors, including seasonal natural disasters such as hurricanes, tornadoes, floods and fires. Since it typically takes four to six months to construct a new home, the number of homes delivered and associated home sales revenue typically increases in the third and fourth quarters of our fiscal year as new home orders sold earlier in the year convert to home deliveries.  We believe that this type of seasonality reflects the historical tendency of homebuyers to purchase new homes in the spring and summer with deliveries scheduled in the fall or winter, as well as the scheduling of construction to accommodate seasonal weather conditions in certain markets. We expect this seasonal pattern to continue over the long-term, although it may be affected by market cyclicality, but there can be no assurance that historical seasonal patterns will continue to exist in future reporting periods.  In addition, as a result of seasonal variability, our historical performance may not be a meaningful indicator of future results.

Seasonality also requires us to finance construction activities in advance of the receipt of sales proceeds. In many cases, we may not be able to recapture increased costs by raising prices because prices are established upon signing the purchase contract. Accordingly, there is a risk that we will invest significant amounts of capital in the acquisition and development of land and construction of homes that we do not sell at anticipated pricing levels or within anticipated time frames. If, due to market conditions, construction delays or other causes, we do not complete sales of our homes at anticipated pricing levels or within anticipated time frames, our Financial Performance could be materially and adversely affected.

Our business is cyclical and subject to risks associated with the real estate industry, and adverse changes in general economic or business conditions could reduce the demand for homes and materially and adversely affect us.

The residential homebuilding and land development industry is cyclical and is substantially affected by adverse changes in general economic or business conditions that are outside of our control, including changes in:

·

short- and long-term interest rates;

·

the availability and cost of financing for real estate industry participants, including financing for acquisitions, construction and permanent mortgages;

·

unanticipated increases in expenses, including, without limitation, insurance costs, labor and materials costs, development costs, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies;

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·

changes in enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, labor, employment, zoning and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990;

·

consumer confidence generally and the confidence of potential homebuyers and others in the real estate industry in particular;

·

financial conditions of buyers and sellers of properties, particularly residential homes and land suitable for development of residential homes;

·

the ability of existing homeowners to sell their existing homes at prices that are acceptable to them;

·

the U.S. and global financial systems and credit markets, including stock market and credit market volatility;

·

private and federal mortgage financing programs and federal and state regulation of lending practices;

·

the availability and cost of construction, labor and materials;

·

federal and state income tax provisions, including provisions for the deduction of mortgage interest payments and capital gain tax rates;

·

housing demand from population growth, household formation and demographic changes (including immigration levels and trends in urban and suburban migration);

·

the supply of available new or existing homes and other housing alternatives, such as condominiums, apartments and other residential rental property;

·

competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds;

·

employment levels and job and personal income growth and household debt-to-income levels;

·

the rate of inflation;

·

real estate taxes; and

·

the supply of, and demand for, developable land in our current and expected markets.

Adverse changes in these or other general economic or business conditions may affect our business nationally or in particular regions or localities. During the recent economic downturn, several of the markets we serve, and the U.S. housing market as a whole, experienced a prolonged decrease in demand for new homes, as well as an oversupply of new and existing homes available for sale. Demand for new homes is affected by weakness in the resale market because many new homebuyers need to sell their existing homes in order to buy a home from us.  In addition, demand may be adversely affected by alternatives to new homes, such as rental properties and existing homes. In the event of another economic downturn or if general economic conditions should worsen, our home sales could decline and we could be required to write down or dispose of assets or restructure our operations or debt, any of which could have a material adverse effect on our Financial Performance.

Adverse changes in economic or business conditions can also cause increased home order cancellation rates, diminished demand and prices for our homes, and diminished value of our real estate investments. These changes can also cause us to take longer to build homes and make it more costly for us to do so. We may not be able to recover any of the increased costs by raising prices because of weak market conditions and increasing pricing pressure. Additionally, the price of each home we sell is usually set several months before the home is delivered, as many homebuyers sign their home purchase contracts before or early in the construction process. The potential difficulties described above could impact our homebuyers’ ability to obtain suitable financing and cause some homebuyers to cancel or refuse to honor their home purchase contracts altogether.  

Because most of our homebuyers finance the purchase of their homes, the terms and availability of mortgage financing can affect the demand for and the ability to complete the purchase of a home, which could materially and adversely affect us.

Our business depends on the ability of our homebuyers to obtain financing for the purchase of their homes.  Many of our homebuyers must sell their existing homes in order to buy a home from us.  Since 2009, the U.S. residential mortgage market as a whole has experienced significant instability due to, among other things, defaults on subprime and other loans, resulting in the declining market value of such loans.  In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to borrowers before the recent downturn.  This has led to tightened credit requirements and an increase in indemnity claims for mortgages.  Deterioration in credit quality among

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subprime and other nonconforming loans has caused most lenders to eliminate subprime mortgages and most other loan products that do not conform to Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Housing Administration (the “FHA”) or Veterans Administration (the “VA”) standards.  Fewer loan products and tighter loan qualifications, in turn, make it more difficult for a borrower to finance the purchase of a new home or the purchase of an existing home from a potential homebuyer who wishes to purchase one of our homes.  If our potential homebuyers or the buyers of our homebuyers’ existing homes cannot obtain suitable financing, our Financial Performance could be materially and adversely affected.

Interest rate increases or changes in federal lending programs or other regulations could lower demand for our homes, which could materially and adversely affect us.

Substantially all purchasers of our homes finance their acquisitions with mortgage financing.  Rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for our homes.  Increased interest rates can also hinder our ability to realize our backlog because our home purchase contracts provide homebuyers with a financing contingency.  Financing contingencies allow homebuyers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing.�� As a result, rising interest rates can decrease our home sales and mortgage originations.  Any of these factors could have a material adverse effect on our Financial Performance.

In addition, as a result of the turbulence in the credit markets and mortgage finance industry, the federal government has taken on a significant role in supporting mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA.  The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government's mortgage-related programs or policies.  The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs, and/or limit the number of mortgages it insures.  Due to federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may revise significantly the federal government's participation in and support of the residential mortgage market.  Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our Financial Performance.

Furthermore, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law.  This legislation provides for a number of new requirements relating to residential mortgages and mortgage lending practices, many of which are to be developed further by implementing rules.  These include, among others, minimum standards for mortgages and lender practices in making mortgages, limitations on certain fees and incentive arrangements, retention of credit risk and remedies for borrowers in foreclosure proceedings.  The effect of such provisions on lending institutions will depend on the rules that are ultimately adopted.  However, these requirements, as and when implemented, are expected to reduce the availability of loans to borrowers and/or increase the costs to borrowers to obtain such loans.  Any such reduction could result in a decline of our home sales, which could have a material adverse effect on our Financial Performance.

Any limitation on, or reduction or elimination of, tax benefits associated with owning a home would have an adverse effect upon the demand for our home products, which could be material to our business.

Changes in federal income tax laws may affect demand for new homes.  Current tax laws generally permit significant expenses associated with owning a home, primarily mortgage interest expense and real estate taxes, to be deducted for the purpose of calculating an individual’s federal, and in many cases, state, taxable income.  Various proposals have been publicly discussed to limit mortgage interest deductions and to limit the exclusion of gain from the sale of a principal residence.  If such proposals were enacted without offsetting provisions, the after-tax cost of owning a new home would increase for many of our potential homebuyers.  Enactment of any such proposal may have an adverse effect on the homebuilding industry in general, as the loss or reduction of homeowner tax deductions could decrease the demand for new homes.

We face numerous risks associated with controlling, purchasing, holding and developing land.

We acquire land for expansion into new markets and for replacement of land inventory and expansion within our current markets. Risks inherent in controlling, purchasing, holding and developing land parcels for new home construction are substantial and increase when demand for consumer housing decreases. Moreover, the market value of our land and housing inventories depends on market conditions and may decline after purchase, and the measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe drop in inventory values. In addition, inventory carrying costs can be significant and can result in reduced

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margins or losses in a poorly performing community or market. We may have bought and developed, or acquired options on, land at a cost that we will not be able to recover fully or on which we cannot build and sell homes profitably. When market conditions are such that land values are not appreciating, existing option agreements may become less desirable, at which time we may elect to forfeit deposits and pre-acquisition costs and terminate the agreements.

The valuation of real property is inherently subjective and based on the individual characteristics of each property. Factors such as changes in regulatory requirements and applicable laws (including in relation to land development and building regulations, taxation and planning), political conditions, environmental conditions and requirements, the condition of financial markets, both local and national economic conditions, the financial condition of homebuyers, potentially adverse tax consequences, and interest and inflation rate fluctuations subject valuations of real property to uncertainty. Moreover, all valuations of real property are made on the basis of assumptions that may not prove to accurately reflect economic or demographic conditions. If housing demand decreases below what we anticipated when we acquired our inventory, our profitability may be materially and adversely affected and we may not be able to recover our costs when we build and sell houses, land and lots.

The U.S. housing markets experienced dynamic demand and supply patterns in recent years due to volatile economic conditions, including increased amounts of home and land inventory that entered certain housing markets from foreclosure sales or short sales. In certain periods of market weakness, we have sold homes and land for lower margins or at a loss and have recognized significant inventory impairment charges, and such conditions may recur. Write-downs and impairments have had an adverse effect on our Financial Performance. We review the value of our land holdings on a periodic basis. Further material write-downs and impairments in the value of inventory may be required, and we may sell land or homes at a loss, which could materially and adversely affect our Financial Performance.

Adverse weather and natural disasters may increase costs, cause project delays and reduce consumer demand for housing.

As a homebuilder and land developer, we are subject to the risks associated with numerous weather-related events and natural disasters that are beyond our control. These weather-related events and natural disasters include, but are not limited to, droughts, floods, wildfires, landslides, soil subsidence, hurricanes, tornadoes and earthquakes. The occurrence of any of these events could damage our land and projects, cause delays in, or prevent, completion of our projects, reduce consumer demand for housing, and cause shortages and price increases in labor or raw materials, any of which could materially and adversely affect our Financial Performance. We have substantial operations in Southern and Northern California that have historically experienced significant earthquake activity and seasonal wildfires. Our markets in Colorado have also experienced seasonal wildfires, floods and soil subsidence. In addition, our Washington market has historically experienced significant earthquake, volcanic and seismic activity and our Texas market occasionally experiences extreme weather conditions such as tornadoes and hurricanes.

In addition to directly damaging our land or projects, earthquakes, hurricanes, tornadoes, volcanoes, floods, wildfires or other natural events could damage roads and highways providing access to those assets or affect the desirability of our land or projects, thereby materially and adversely affecting our ability to market homes or sell land in those areas and possibly increasing the cost to complete construction of our homes.

There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with landslides, earthquakes and other geologic events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our Financial Performance.

Continuing drought conditions in California and other areas in which we operate may negatively impact the economy, increase the risk of wildfires, cause us to incur additional costs, and delay or prevent new home deliveries.

Certain of the areas in which we operate, particularly in California, have experienced drought conditions from time to time. Continuing drought conditions could negatively impact the economy and environment as well as increase greatly the risk of wildfires.

In 2014, the Governor of California proclaimed a Drought State of Emergency warning that drought conditions may place drinking water supplies at risk in many California communities. In April 2015, the Governor issued an executive order that, among other things, directs the State Water Resources Control Board to implement mandatory water reductions in cities and towns across California to reduce water usage by 25 percent and to prohibit irrigation with potable water outside newly constructed homes that is not delivered by drip or micro-spray systems. The Governor's order also calls on local water agencies to adjust their rate structures to implement conservation pricing, directs the Department of Water Resources to update the Model Water Efficient Landscape Ordinance, and directs the California Energy Commission to adopt emergency regulations establishing standards to improve the efficiency of water appliances such as toilets and faucets. In February 2016, the State Water Resources Control Board extended restrictions on urban water use through October 2016.

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These and other measures that are instituted to respond to drought conditions could cause us to incur additional costs. In addition, new home deliveries in some areas may be delayed or prevented due to the unavailability of water, even when we have obtained water rights for those projects.

We may be unable to find and retain suitable contractors and subcontractors at reasonable rates.

Substantially all of our construction work is performed by subcontractors with us acting as the general contractor. Accordingly, the timing and quality of our construction depend on the availability, cost and skill of contractors and subcontractors and their employees.

The residential construction industry experiences serious shortages of skilled labor from time to time. The difficult operating environment during the recent downturn in the United States has resulted in the failure of the businesses of some contractors and subcontractors and may result in further failures. In addition, reduced levels of homebuilding in the United States have caused some skilled tradesmen to leave the real estate industry to take jobs in other industries. These shortages can be more severe during periods of strong demand for housing or during periods following natural disasters that have a significant impact on existing residential and commercial structures. While we anticipate being able to obtain sufficient reliable contractors and subcontractors during times of material shortages and believe that our relationships with contractors and subcontractors are good, we do not have long-term contractual commitments with any contractors or subcontractors, and there can be no assurance that skilled contractors, subcontractors or tradesmen will continue to be available in the areas in which we conduct our operations. If skilled contractors and subcontractors are not available on a timely basis for a reasonable cost, or if contractors and subcontractors are not able to recruit sufficient numbers of skilled employees, our development and construction activities may suffer from delays and quality issues, which could lead to reduced levels of homebuyer satisfaction and materially and adversely affect our Financial Performance.

Moreover, some of the subcontractors engaged by us are represented by labor unions or are subject to collective bargaining arrangements. A strike or other work stoppage involving any of our subcontractors could also make it difficult for us to retain subcontractors for their construction work. In addition, union activity could result in higher costs for us to retain our subcontractors. Access to qualified labor at reasonable rates may also be affected by other circumstances beyond our control, including: (i) shortages of qualified tradespeople, such as carpenters, roofers, electricians and plumbers; (ii) high inflation; (iii) changes in laws relating to employment and union organizing activity; (iv) changes in trends in labor force migration; and (v) increases in contractor, subcontractor and professional services costs. The inability to contract with skilled contractors and subcontractors at reasonable rates on a timely basis could materially and adversely affect our Financial Performance.

The supply of skilled labor may be adversely affected by changes in immigration laws and policies.

The timing and quality of our construction activities depend upon the availability, cost and skill of contractors and subcontractors and their employees.  The supply of labor in the markets in which we operate could be adversely affected by changes in immigration laws and policies as well as changes in immigration trends.  Accordingly, it cannot be assured that a sufficient supply of skilled labor will be available to us in the future.  In addition, federal and state immigration laws and policies may have the effect of increasing our labor costs.  The lack of adequate supply of skilled labor or a significant increase in labor costs could materially and adversely affect our Financial Performance.

We could be responsible for employment-related liabilities with respect to our contractors’ employees.

Several other homebuilders have received inquiries from regulatory agencies concerning whether homebuilders using contractors are deemed to be employers of the employees of such contractors under certain circumstances. Although contractors are independent of the homebuilders that contract with them under normal management practices and the terms of trade contracts and subcontracts within the homebuilding industry, if regulatory agencies reclassify the employees of contractors as employees of homebuilders, homebuilders using contractors could be responsible for wage and hour labor laws, workers’ compensation and other employment-related liabilities of their contractors.  Even if we are not deemed to be joint employers with our contractors, we may be subject to legislation, such as California Labor Code Section 2810.3 that requires us to share liability with our contractors for the payment of wages and the failure to secure valid workers’ compensation coverage.

We may incur costs and liabilities if our subcontractors engage in improper construction practices or install defective materials.

Despite our quality control efforts, we may discover that our subcontractors were engaging in improper construction practices or installing defective materials in our homes.  When we discover these issues, we, generally through our subcontractors, repair the homes in accordance with our new home warranty and as required by law.  We reserve a percentage of the sales price of each home we sell to provide the customer service to our homebuyers.  These reserves are established based on market practices, our historical experiences, and

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our judgment of the qualitative risks associated with the types of homes built.  However, the cost of satisfying our warranty and other legal obligations in these instances may be significantly higher than our warranty reserves, and we may be unable to recover the cost of repair from such subcontractors.  Regardless of the steps we take, we can in some instances be subject to fines or other penalties, and our reputation may be materially and adversely affected.

Raw material shortages and price fluctuations could cause delays and increase our costs.

We require raw materials to build our homes. The residential construction industry experiences serious raw material shortages from time to time, including shortages in supplies of insulation, drywall, cement, steel, lumber and other building materials. These shortages can be more severe during periods of strong demand for housing or during periods following natural disasters that have a significant impact on existing residential and commercial structures. The cost of raw materials may also be materially and adversely affected during periods of shortages or high inflation. Shortages and price increases could cause delays in and increase our costs of home construction. We generally are unable to pass on increases in construction costs to homebuyers who have already entered into home purchase contracts.  Sustained increases in construction costs may adversely affect our gross margins, which in turn could materially and adversely affect our Financial Performance.

Utility shortages or price increases could have an adverse impact on operations.

Certain of the markets in which we operate, including California, have experienced power shortages, including mandatory periods without electrical power, as well as significant increases in utility costs. Reduced water supplies as a result of drought conditions may negatively affect electric power generation. Additionally, municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. We may incur additional costs and may not be able to complete construction on a timely basis if such utility shortages, restrictions, moratoriums and rate increases continue. In addition, these utility issues may adversely affect the local economies in which we operate, which may reduce demand for housing in those markets. Our results of operations may be materially and adversely impacted if further utility shortages, restrictions, moratoriums or rate increases occur in our markets.

Some of our markets have been and may continue to be adversely affected by declining oil prices.

The significant decline in oil prices that began in 2014 has adversely affected and may continue to adversely affect the economies in our Colorado and Houston markets, as energy is an important employment sector in both of those markets.  As a result, demand for our homes may be reduced in these markets and our Financial Performance could be negatively impacted.

Government regulations and legal challenges may delay the start or completion of our communities, increase our expenses or limit our building or other activities.

The approval of numerous governmental authorities must be obtained in connection with our development activities, and these governmental authorities often have broad discretion in exercising their approval authority. We incur substantial costs related to compliance with legal and regulatory requirements, and any increase in legal and regulatory requirements may cause us to incur substantial additional costs, or in some cases cause us to determine that certain communities are not feasible for development.

Various federal, state and local statutes, ordinances, rules and regulations concerning building, health and safety, environment, land use, zoning, density requirements, sales and similar matters apply to or affect the housing industry. Projects that are not entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development in certain specific areas due to government regulations. We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Local governments also have broad discretion regarding the imposition of development fees and exactions for projects in their jurisdiction. Projects for which we have received land use and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these projects or prevent their development.

We are also subject to a variety of local, state, federal and other statutes, ordinances, rules and regulations concerning the environment. The particular environmental, laws which apply to any given homebuilding site vary according to multiple factors, including the site’s location, its environmental conditions and the present and former uses of the site, as well as adjoining properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in environmentally sensitive regions or areas. In addition, in those cases where an endangered or threatened species is involved, environmental rules and regulations can result in the restriction or elimination of development in identified environmentally sensitive areas. From time to time, the United States Environmental Protection Agency and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions taken with respect to us may increase our costs. Further, we expect that increasingly stringent requirements will be imposed on homebuilders in the future. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials such as lumber. California is especially susceptible to restrictive government regulations and environmental laws.

Under various environmental laws, current or former owners of real estate, as well as certain other categories of parties, may be required to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be held liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and clean-up costs incurred by such parties in connection with the contamination. A mitigation system may be installed during the construction of a home if a cleanup does not remove all contaminants of concern or to address a naturally occurring condition such as methane. Some buyers may not want to purchase a home with a mitigation system.

Refer to Part I, Item 1A “Risk Factors” of this annual report on Form 10-K for risks related to government regulation and environmental matters.

Competition

Competition in the homebuilding industry is intense, and there are relatively low barriers to entry into our business. Homebuilders compete for, among other things, home buying customers, desirable land parcels, financing, raw materials and skilled labor. Increased competition could hurt our business, as it could prevent us from acquiring attractive land parcels on which to build homes or make such acquisitions more expensive, hinder our market share expansion, and lead to pricing pressures on our homes that may adversely impact our margins and revenues. If we are unable to successfully compete, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected. Our competitors may independently develop land and construct housing units that are superior or substantially similar to our products. Furthermore, a number of our primary competitors are significantly larger, have a longer operating history and may have greater resources or lower cost of capital than ours; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate. Many of these competitors also have longstanding relationships with subcontractors and suppliers in the markets in which we operate. We also compete for sales with individual resales of existing homes and with available rental housing.

Employees

As of December 31, 2013, we had 147 employees, 74 of whom were executive, management and administrative personnel, 20 of whom were sales and marketing personnel and 53 of whom were involved in field construction. Although none of our employees are covered by collective bargaining agreements, certain of the subcontractors engaged by us are represented by labor unions or are subject to collective bargaining arrangements. We believe that our relations with our employees and subcontractors are good.

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Legal Proceedings

We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us.

Our Offices

Our principal executive offices are located at 19520 Jamboree Road, Suite 200, Irvine, California 92612. Our main telephone number is (949) 478-8600. Our internet website iswww.TRIPointeHomes.com. We will make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(d) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing with, or furnishing to, the Securities and Exchange Commission. Copies of these reports, and any amendment to them, are available free of charge upon request. Except for the Registration Statement, the information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this annual report on Form 10-K.

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Item 1A.Risk Factors

You should carefully consider the following risk factors, which address the material risks concerning our business, together with the other information contained in this annual report on Form 10-K. If any of the risks discussed in this annual report on Form 10-K occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected, in which case the trading price of our common stock could decline significantly and you could lose all or a part of your investment. Some statements in this annual report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Please refer to the initial section of this annual report on Form 10-K entitled “Cautionary Note Concerning Forward-Looking Statements.” For information concerning risks related to the WRECO Transactions, please see the section of the Registration Statement entitled “Risk Factors – Risks Related to the Transactions.” For information concerning the risks that we will face after consummation of the WRECO Transactions, please see the section of the Registration Statement entitled “Risk Factors – Risks Related to TRI Pointe’s Industry and Business, Including the Real Estate Business, After the Transactions.”

Risks Related to Our Business

Our long-term growth depends upon our ability to successfully identify and acquire desirable land parcels for residential buildout.

Our future growth depends upon our ability to successfully identify and acquire attractive land parcels for development of our single-family homes at reasonable prices and with terms that meet our underwriting criteria. Our ability to acquire land parcels for new single-family homes may be adversely affected by changes in the general availability of land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels, availability of financing to acquire land parcels, zoning and other market conditions. If the supply of land parcels appropriate for development of single-family homes is limited because of these factors, or for any other reason, our ability to grow could be significantly limited, and the number of homes that we build and sell could decline. Additionally, our ability to begin new projects could be impacted if we elect not to purchase land parcels under option contracts. To the extent that we are unable to purchase land parcels timely or enter into new contracts for the purchase of land parcels at reasonable prices, our home sales revenue and results of operations could be negatively impacted.

Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could have a material adverse effect on us.

The residential homebuilding industry is cyclical and is highly sensitive to changes in general economic conditions such as levels of employment, consumer confidence and income, availability of financing for acquisitions, construction and permanent mortgages, interest rate levels, inflation and demand for housing. Since early 2006, the U.S. housing market has been negatively impacted by declining consumer confidence, restrictive mortgage standards and large supplies of foreclosures, resales and new homes, among other factors. When combined with a prolonged economic downturn, high unemployment levels, increases in the rate of inflation and uncertainty in the U.S. economy, these conditions have contributed to decreased demand for housing, declining sales prices and increasing pricing pressure. In the event that these economic and business trends continue or decline further, we could experience declines in the market value of our inventory and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

The health of the residential homebuilding industry may also be significantly affected by “shadow inventory” levels. “Shadow inventory” refers to the number of homes with a mortgage that are in some form of distress but that have not yet been listed for sale. Shadow inventory can occur when lenders put properties that have been foreclosed or forfeited to lenders on the market gradually, rather than all at once, or delay the foreclosure process. They may choose to do so because of regulations and foreclosure moratoriums, because of the additional costs and resources required to process and sell foreclosed properties, or because they want to avoid depressing housing prices further by putting many distressed properties up for sale at the same time. A significant shadow inventory in our markets could, were it to be released into our markets, adversely impact home prices and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, an important segment of our customer base consists of first time and second time “move-up” buyers, who often purchase homes subject to contingencies related to the sale of their existing homes. The difficulties facing these buyers in selling their homes during recessionary periods may adversely affect our sales. Moreover, during such periods, we may need to reduce our sales prices and offer greater incentives to buyers to compete for sales that may result in reduced margins.

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Our geographic concentration could materially and adversely affect us if the homebuilding industry in our current markets should decline.

Our business strategy is focused on the design, construction and sale of innovative single-family detached and attached homes in major metropolitan areas in California and Colorado, as well as the eventual entry into other geographic markets. In Southern California, we principally operate in the counties of Los Angeles, Orange, San Diego, Ventura and Riverside-San Bernardino, and in Northern California, we principally operate in the counties of Contra Costa, Santa Clara, San Mateo, Solano, San Joaquin and Alameda. In Colorado, we principally operate in the counties of Douglas, Denver and Jefferson. Because our operations are concentrated in these areas, a prolonged economic downturn in one or more of these areas, particularly within California, could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations, and a disproportionately greater impact on us than other homebuilders with more diversified operations. For the year ended December 31, 2013, we generated a significant amount of our revenues and profits in California. During the downturn from 2008 to 2010, land values, the demand for new homes and home prices declined substantially in California. In addition, the state of California is experiencing severe budget shortfalls and is considering raising taxes and increasing fees to offset the deficit. If these conditions in California persist or worsen, it could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations

Because most of our homebuyers finance the purchase of their homes, the terms and availability of mortgage financing can affect the demand for and the ability to complete the purchase of a home, which could materially and adversely affect us.

Our business depends on the ability of our homebuyers to obtain financing for the purchase of their homes. Many of our homebuyers must sell their existing homes in order to buy a home from us. Since 2009, the U.S. residential mortgage market as a whole has experienced significant instability due to, among other things, defaults on subprime and other loans, resulting in the declining market value of such loans. In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to borrowers in recent years. This has led to tightened credit requirements and an increase in indemnity claims for mortgages. Deterioration in credit quality among subprime and other nonconforming loans has caused most lenders to eliminate subprime mortgages and most other loan products that do not conform to Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Housing Administration (the “FHA”) or Veterans Administration (the “VA”) standards. Fewer loan products and tighter loan qualifications, in turn, make it more difficult for a borrower to finance the purchase of a new home or the purchase of an existing home from a potential “move-up” buyer who wishes to purchase one of our homes. In general, these developments have delayed any general improvement in the housing market. If our potential homebuyers or the buyers of our homebuyers’ existing homes cannot obtain suitable financing, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected.

Interest rate increases or changes in federal lending programs or other regulations could lower demand for our homes, which could materially and adversely affect us.

Substantially all purchasers of our homes finance their acquisitions with mortgage financing. Rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for our homes and mortgage loans. Increased interest rates can also hinder our ability to realize our backlog because our home purchase contracts provide customers with a financing contingency. Financing contingencies allow customers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing. As a result, rising interest rates can decrease our home sales and mortgage originations. Any of these factors could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, as a result of the turbulence in the credit markets and mortgage finance industry, the federal government has taken on a significant role in supporting mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA. The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government’s mortgage-related programs or policies. The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs, and/or limit the number of mortgages it insures. Due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may revise significantly the federal government’s participation in and support of the residential mortgage market. Because the

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availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Furthermore, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. This legislation provides for a number of new requirements relating to residential mortgages and mortgage lending practices, many of which are to be developed further by implementing rules. These include, among others, minimum standards for mortgages and lender practices in making mortgages, limitations on certain fees and incentive arrangements, retention of credit risk and remedies for borrowers in foreclosure proceedings. The effect of such provisions on lending institutions will depend on the rules that are ultimately enacted. However, these requirements, as and when implemented, are expected to reduce the availability of loans to borrowers and/or increase the costs to borrowers to obtain such loans. Any such reduction could result in a decline of our home sales, which could materially and adversely affect us.

Any limitation on, or reduction or elimination of, tax benefits associated with owning a home would have an adverse effect upon the demand for our home products, which could be material to our business.

Changes in federal income tax laws may affect demand for new homes. Current tax laws generally permit significant expenses associated with owning a home, primarily mortgage interest expense and real estate taxes, to be deducted for the purpose of calculating an individual’s federal, and in many cases, state, taxable income. Various proposals have been publicly discussed to limit mortgage interest deductions and to limit the exclusion of gain from the sale of a principal residence. If such proposals were enacted without offsetting provisions, the after-tax cost of owning a new home would increase for many of our potential customers. Enactment of any such proposal may have an adverse effect on the homebuilding industry in general, as the loss or reduction of homeowner tax deductions could decrease the demand for new homes.

Difficulty in obtaining sufficient capital could result in an inability to acquire land for our developments or increased costs and delays in the completion of development projects.

The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire land parcels and begin development. If internally generated funds are not sufficient, we may seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financings and/or securities offerings. The availability of borrowed funds, especially for land acquisition and construction financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with both new loans and the extension of existing loans. The credit and capital markets have recently experienced significant volatility. If we are required to seek additional financing to fund our operations, continued volatility in these markets may restrict our flexibility to access such financing. If we are not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire land for our housing developments and/or to develop the housing. Additionally, if we cannot obtain additional financing to fund the purchase of land under our option contracts or purchase contracts, we may incur contractual penalties and fees. Any difficulty in obtaining sufficient capital for planned development expenditures could also cause project delays and any such delay could result in cost increases. Any one or more of the foregoing events could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We face potentially substantial risk with respect to our land and lot inventory.

We intend to acquire land parcels for replacement and expansion of land inventory within our current and any new markets. The risks inherent in purchasing and developing land parcels increase as consumer demand for housing decreases. As a result, we may buy and develop land parcels on which homes cannot be profitably built and sold. The market value of land parcels, building lots and housing inventories can fluctuate significantly as a result of changing market conditions, and the measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe drop in inventory values. When market conditions are such that land values are not appreciating, previously entered into option agreements may become less desirable, at which time we may elect to forego deposits and pre-acquisition costs and terminate the agreements. In addition, inventory carrying costs can be significant and can result in losses in a poorly performing project or market. In the event of significant changes in economic or market conditions, we may have to sell homes at significantly lower margins or at a loss, if we are able to sell them at all.

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Adverse weather, wildfires and geological conditions may increase costs, cause project delays and reduce consumer demand for housing, all of which could materially and adversely affect us.

As a homebuilder, we are subject to numerous risks, many of which are beyond our management’s control, such as droughts, floods, wildfires, landslides, soil subsidence, earthquakes and other weather-related and geologic events which could damage projects, cause delays in completion of projects, or reduce consumer demand for housing, and shortages in labor or raw materials, which could delay project completion and cause increases in the prices for labor or raw materials, thereby affecting our sales and profitability. Areas in California have historically experienced significant earthquake activity and seasonal wildfires. Areas in Colorado have also been subjected to seasonal wildfires and soil subsidence. In addition to directly damaging our projects, earthquakes, wildfires, floods or other geologic events could damage roads and highways providing access to our projects, thereby adversely affecting our ability to market homes in those areas and possibly increasing the costs of completion.

Certain of the areas in which we operate, particularly in California, have experienced drought conditions from time to time. The Governor of California recently proclaimed a Drought State of Emergency warning that drought conditions may place drinking water supplies at risk in many California communities; negatively impact the state’s economy and environment; and increase greatly the risk of wildfires across the state. These conditions may cause us to incur additional costs and we may not be able to complete construction on a timely basis if they were to continue for an extended period of time.

There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with landslides, earthquakes and other geologic events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our business, prospects, liquidity, financial condition and results of operations.

Our business and results of operations are dependent on the availability and skill of subcontractors.

Substantially all of our construction work is done by third-party subcontractors with us acting as the general contractor. Accordingly, the timing and quality of our construction depend on the availability and skill of our subcontractors. While we anticipate being able to obtain sufficient materials and reliable subcontractors during times of material shortages and believe that our relationships with subcontractors are good, we do not have long-term contractual commitments with any subcontractors, and there can be no assurance that skilled subcontractors will continue to be available at reasonable rates and in the areas in which we conduct our operations. Certain of the subcontractors engaged by us are represented by labor unions or are subject to collective bargaining arrangements. A strike or other work stoppage involving any of our subcontractors could also make it difficult for us to retain subcontractors for our construction work. In addition, union activity could result in higher costs to retain our subcontractors. The inability to contract with skilled subcontractors at reasonable costs on a timely basis could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, despite our quality control efforts, we may discover that our subcontractors were engaging in improper construction practices or installing defective materials in our homes. When we discover these issues, we, generally through our subcontractors, repair the homes in accordance with our new home warranty and as required by law. We reserve up to 1.0% of the sales price of each home we sell to provide the customer service to our homebuyers. These reserves are established based on market practices, our historical experiences, and our judgment of the qualitative risks associated with the types of homes built. However, the cost of satisfying our warranty and other legal obligations in these instances may be significantly higher than our warranty reserves, and we may be unable to recover the cost of repair from such subcontractors. Regardless of the steps we take, we can in some instances be subject to fines or other penalties, and our reputation may be injured.

Labor and raw material shortages and price fluctuations could delay or increase the cost of home construction, which could materially and adversely affect us.

The residential construction industry experiences serious labor and raw material shortages from time to time, including shortages in qualified tradespeople, and supplies of insulation, drywall, cement, steel and lumber. These labor and raw material shortages can be more severe during periods of strong demand for housing or during periods where the regions in which we operate experience natural disasters that have a significant impact on existing residential and commercial structures. The cost of labor and raw materials may also be adversely affected during periods of shortage or high inflation. During the recent economic downturn, a large number of qualified tradespeople went out of business or otherwise exited the market. A reduction in available tradespeople will likely exacerbate labor shortages when demand for new housing increases. Shortages and price increases could cause delays in and increase our costs of home construction, which in turn could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

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Utility shortages or price increases could have an adverse impact on operations.

Certain of the areas in which we operate, particularly in California, have experienced power shortages, including mandatory periods without electrical power, as well as significant increases in utility costs. We may incur additional costs and may not be able to complete construction on a timely basis if such power shortages and utility rate increases continue. In addition, power shortages and rate increases may adversely affect the local economies in which we operate, which may reduce demand for housing in our markets. Our operations may be adversely impacted if further rate increases and/or power shortages occur.

New and existing laws and regulations or other governmental actions may increase our expenses, limit the number of homes that we can build or delay completion of our projects.

We are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning zoning, development, building design, construction and similar matters which impose restrictive zoning and density requirements, the result of which is to limit the number of homes that can be built within the boundaries of a particular area. Projects that are not entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development in certain specific areas due to government regulations. We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Local governments also have broad discretion regarding the imposition of development fees and exactions for projects in their jurisdiction. Projects for which we have received land use and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these projects or prevent their development. We may also be required to modify our existing approvals because of changes in local circumstances or applicable law. Further, we may experience delays and increased expenses as a result of legal challenges to our proposed communities, or to permits or approvals required for such communities, whether brought by governmental authorities or private parties. As a result, home sales could decline and costs could increase, which could have a material adverse effect onmaterially and adversely affect our business, prospects, liquidity, financial condition and results of operations.Financial Performance.

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We may be unable to obtain suitable bonding for the development of our housing projects.

We are often required to provide bonds to governmental authorities and others to ensure the completion of our projects. As a result of market conditions, surety providers have been reluctant to issue new bonds and some providers are requesting credit enhancements (such as cash deposits or letters of credit) in order to maintain existing bonds or to issue new bonds.  If we are unable to obtain required bonds in the future for our projects, or if we are required to provide credit enhancements with respect to our current or future bonds, our business, prospects, liquidity, financial condition and results of operationsFinancial Performance could be materially and adversely affected.

We are subject to environmental laws and regulations whichthat may increase ourimpose significant costs, limit the areas in which we can build homes and delay completion of our projects.delays, restrictions or liabilities.

We are subject to a variety of local, state and federal and other statutes, ordinances, rules and regulations concerning land use and the environment. protection of health and the environment, including those governing discharge of pollutants to water and air, impact on wetlands, protection of flora and fauna, handling of or exposure to hazardous materials, including asbestos, and cleanup of contaminated sites. We may be liable for the costs of removal, investigation, mitigation or remediation of hazardous or toxic substances located at any property currently or formerly owned, leased or occupied by us, or at third-party sites to which we have sent or send wastes for disposal, whether or not we caused or knew of such conditions. These conditions can also give rise to claims by governmental authorities or other third parties, including for personal injury, property damage and natural resources damages. Insurance coverage for such claims is nonexistent or impractical. The presence of any of these conditions, or the failure to address any of these conditions properly, or any significant environmental incident, may materially and adversely affect our ability to develop our properties or sell our homes, lots or land in affected communities or to borrow using the affected land as security, or impact our reputation. Environmental impacts have been identified at certain of our active communities, some of which will need to be addressed prior to or during development. We could incur substantial costs in excess of amounts budgeted by us to address such impacts or other environmental or hazardous material conditions that may be discovered in the future at our properties. Any failure to adequately address such impacts or conditions could delay, impede or prevent our development projects.

The particular impact and requirements of environmental laws whichand regulations that apply to any given homebuilding sitecommunity vary greatly according to multiple factors, includingthe community location, the site’s location, its environmental conditions and the presentdevelopment and former usesuse of the site, as well as adjoining properties. Environmentalsite. Any failure to comply with applicable requirements could subject us to fines, penalties, third-party claims or other sanctions. We expect that these environmental requirements will become increasingly stringent in the future. Compliance with, or liability under, these environmental laws and conditionsregulations may result in delays, may cause us to incur substantial compliance and other costs and can prohibit or severely restrict homebuilding activitydevelopment, particularly in environmentally sensitive regions or areas. In addition, in those cases where an endangered or threatened species is involved environmental rules and regulationsrelated agency rulemaking and litigation are ongoing, the outcome of such rule-making and litigation can be unpredictable and can result in unplanned or unforeseeable restrictions on, or the restriction or eliminationprohibition of, development and building activity in identified environmentally sensitive areas. From timeIn addition, project opponents can delay or impede development activities by bringing challenges to time,the permits and other approvals required for projects and operations under environmental laws and regulations.

As a result, we cannot assure that our costs, obligations and liabilities relating to environmental matters will not materially and adversely affect our Financial Performance.

Changes in global or regional climate conditions and governmental response to such changes may limit, prevent or increase the costs of our planned or future growth activities.

Projected climate change, if it occurs, may exacerbate the scarcity or presence of water and other natural resources in affected regions, which could limit, prevent or increase the costs of residential development in certain areas. In addition, a variety of new legislation is being enacted, or considered for enactment, at the federal, state and local level relating to energy and climate change, and as climate change concerns continue to grow, legislation and regulations of this nature are expected to continue. This legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. Government mandates, standards or regulations intended to mitigate or reduce greenhouse gas emissions or projected climate change impacts could result in prohibitions or severe restrictions on land development in certain areas, increased energy and transportation costs, and increased compliance expenses and other financial obligations to meet permitting or land development or home construction-related requirements that we may be unable to fully recover (due to market conditions or other factors), any of which could cause a reduction in our homebuilding gross margins and materially and adversely affect our Financial Performance. Energy-related initiatives could similarly affect a wide variety of companies throughout the United States Environmental Protection Agency and similar federalthe world, and because our results of operations are heavily dependent on significant amounts of raw materials, these initiatives could have an indirect adverse impact on our Financial Performance to the extent the manufacturers and suppliers of our materials are burdened with expensive cap and trade or state agencies review homebuilders’ compliance withother climate related regulations.

As a result, climate change impacts, and laws and land development and home construction standards, and/or the manner in which they are interpreted or implemented, to address potential climate change concerns could increase our costs and have a long-term adverse impact on our Financial Performance. This is a particular concern in the western United States, where some of the most extensive and stringent environmental laws and may levy fines and penalties for failureresidential building construction standards in the country have been enacted. For example, California has

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enacted the Global Warming Solutions Act of 2006 to strictly comply with applicable environmental laws or impose additional requirements for future compliance asachieve the goal of reducing greenhouse gas emissions to 1990 levels by 2020. As a result, California has adopted and is expected to continue to adopt significant regulations to meet this goal.

We may be unable to develop our communities successfully or within expected timeframes.

Before a community generates any revenue, time and material expenditures are required to acquire land, obtain development approvals and construct significant portions of past failures. Any such actions taken with respectproject infrastructure, amenities, model homes and sales facilities. It can take several years from the time we acquire control of a property to us maythe time we makes our first home sale on the site. Our costs or the time required to complete development of our communities could increase beyond our costs. Further, we expect that increasingly stringent requirements will be imposed on homebuildersestimates after commencing the development process. Delays in the future. Environmental regulations can also have an adversedevelopment of communities expose us to the risk of changes in market conditions for homes. A decline in our ability to successfully develop and market our communities and to generate positive cash flow from these operations in a timely manner could materially and adversely affect our Financial Performance and our ability to service our debt and to meet our working capital requirements.

Poor relations with the residents of our communities could negatively impact our sales and reputation.

Residents of communities developed by us rely on the availability and price of certain raw materials such as lumber. California is especially susceptibleus to restrictive government regulations and environmental laws.

Under various environmental laws, currentresolve issues or former owners of real estate, as well as certain other categories of parties,disputes that may be required to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be held liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and clean-up costs incurred by such partiesarise in connection with the contamination. A mitigation system mayoperation or development of our communities. Efforts we make to resolve these issues or disputes could be installed duringdeemed unsatisfactory by the constructionaffected residents, and subsequent actions by these residents could materially and adversely affect sales and our reputation. In addition, we could be required to make material expenditures related to the settlement of a home if a cleanup does not remove all contaminants of concernsuch issues or disputes or to address a naturally occurring condition such as methane. Some buyers may not want to purchase a home with a mitigation system.modify our community development plans, which could materially and adversely affect our Financial Performance.

We may not be able to compete effectively against competitors in the homebuilding industry.

Competition in theThe homebuilding industry is intense,highly competitive, and thereif our competitors are more successful or offer better value to potential homebuyers, our business could decline.

We operate in a very competitive environment that is characterized by competition from a number of other homebuilders and land developers in each geographical market in which we operate. There are relatively low barriers to entry into our business. HomebuildersWe compete with numerous large national and regional homebuilding companies and with smaller local homebuilders and land developers for, among other things, home buying customers,homebuyers, desirable land parcels, financing, raw materials and skilled labor. management and labor resources. If we are unable to compete effectively in our markets, our business could decline disproportionately to the businesses of our competitors and our Financial Performance could be materially and adversely affected.

Increased competition could hurt our business as it could preventby preventing us from acquiring attractive land parcels on

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which to build homes or make suchmaking acquisitions more expensive, hinderhindering our market share expansion and leadcausing us to pricing pressures onincrease our selling incentives and reduce our prices. Additionally, an oversupply of homes that may adversely impact our margins and revenues. If we are unable to successfully compete, our business, prospects, liquidity, financial condition and resultsavailable for sale or a discounting of operationshome prices could be materially and adversely affected. Our competitors may independently develop land and construct housing units that are superior or substantially similar to our products. Furthermore, a number of our primary competitors are significantly larger, have a longer operating history and may have greater resources or lower cost of capital than ours; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate. Many of these competitors also have longstanding relationships with subcontractors and suppliersaffect pricing for homes in the markets in which we operate.

We also compete for sales with individual resalesthe resale, or “previously owned,” home market, the size of existingwhich may change significantly as result of changes in the rate of home foreclosures, which is affected by changes in economic conditions both nationally and locally.

We may be at a competitive disadvantage with respect to larger competitors whose operations are more geographically diversified than ours, as these competitors may be better able to withstand any future regional downturn in the housing market. Due to historical and other factors, some competitors may have a competitive advantage in marketing their products, securing materials and labor at lower prices and allowing their homes to be delivered to homebuyers more quickly and with available rental housing.at more favorable prices. This competitive advantage could materially and adversely reduce our market share and limit our ability to continue to expand our business as planned.

Increases in our cancellation rate could have a negative impact on our home sales revenue and homebuilding margins.

The cancellation rateOur backlog reflects homes that may close in future periods. We have received a deposit from a homebuyer for each home reflected in our backlog, and generally we have the right, subject to certain exceptions, to retain the deposit if the homebuyer fails to comply with his or her obligations under the purchase contract, including as a result of buyers for our owned projects who contractedstate and local law, the homebuyer’s inability to buy asell his or her current home but did not close escrow (as a percentage of overall orders) was approximately 10% and 16% duringor the years ended December 31, 2013 and 2012, respectively. Home order cancellations negatively impacthomebuyer’s inability to make additional deposits required under the number of closed homes, net new home orders, home sales revenue and results of operations, as well as the number of homes in backlog.purchase contract. Home order cancellations can result from a number of factors, including declines or slow appreciation in the market value of homes, increases in the supply of homes available to be purchased, increased competition and use of sales incentives by competitors, higher mortgage interest rates, homebuyers’ inability to sell their existing homes, homebuyers’ inability to obtain suitable mortgage financing, including providing sufficient down payments, and adverse changes in local, regional or national economic conditions. UponIn these circumstances, homebuyers may terminate their existing purchase contracts in order to negotiate for a home orderlower price or because they cannot, or will not, complete the purchase. Our cancellation rate was consistent at 16% for each of the homebuyer’s escrow deposit is returnedyears ended December 31, 2015 and 2014.

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Cancellation rates may rise significantly in the future. If uncertain economic conditions continue, if mortgage financing becomes less available or if current homeowners find it difficult to the homebuyer (other than with respect to certain design-related deposits, which we retain).sell their current homes, more homebuyers may cancel their purchase contracts. An increase in the level of our home order cancellations could have a negativematerial and adverse impact on our business, prospects, liquidity, financial condition and results of operations.Financial Performance.

We areHomebuilding is subject to productproducts liability, home warranty and construction defect claims and other litigation in the ordinary course of business that can be significant and may not be covered by insurance.

As a homebuilder, we are currently subject to home warranty, products liability and warrantyconstruction defect claims arising in the ordinary course of business.

As a homebuilder, we are subjectbusiness, in addition to construction defect, product liabilityother potentially significant lawsuits, arbitration proceedings and home warrantyother claims, including moisture intrusionbreach of contract claims, contractual disputes, personal injury claims and relateddisputes relating to defective title or property misdescription. In connection with the Merger, we also assumed responsibility for a substantial amount of WRECO’s pending and potential lawsuits, arbitration proceedings and other claims, arising in the ordinary courseas well as any future claims relating to WRECO.  Furthermore, since WRECO self-insured a significant portion of business. While we maintainits general liability insuranceexposure relating to its operations outside of California and generally seekNevada prior to require our subcontractors and design professionals to indemnify us for some portionthe Merger, it is likely that most of the liabilities arising from their work, therethese claims will not be covered by insurance.

There can be no assurance that these insurance rights and indemnitiesany current or future developments undertaken by us will be collectablefree from defects once completed. Construction defects may occur on projects and developments and may arise during a significant period of time after completion. Defects arising on a development attributable to us may lead to significant contractual or other liabilities. For these and other reasons, we establish warranty, claim and litigation reserves that we believe are adequate to cover any or all construction defect and warranty claims forbased on historical experience in the markets in which we operate and judgment of the risks associated with the types of homes, lots and land we sell. We also obtain indemnities and insurance as an “additional insured” from contractors and subcontractors generally covering claims related to damages resulting from faulty workmanship and materials.  

With respect to certain general liability exposures, including construction defects and related claims and product liability claims, interpretation of underlying current and future trends, assessment of claims and the related liability and reserve estimation process require us to exercise significant judgment due to the complex nature of these exposures, with each exposure often exhibiting unique circumstances. Furthermore, once claims are asserted for construction defects, it is difficult to determine the extent to which the assertion of these claims will expand geographically. Plaintiffs may seek to consolidate multiple parties in one lawsuit or seek class action status in some of these legal proceedings with potential class sizes that vary from case to case. Consolidated and class action lawsuits can be liable. For example,costly to defend and, if we were to lose any consolidated or certified class action suit, it could result in substantial liability.

In addition to difficulties with respect to claim assessment and liability and reserve estimation, some types of claims may not be covered by insurance or may exceed applicable coverage limits. Furthermore, contractual indemnities with contractors and subcontractors can be difficult to enforce, and we are oftenmay also be responsible for applicable self-insured retentions (particularlywith respect to our insurance policies. This is particularly true in our markets where we include our subcontractors on our general liability insurance and our ability to seek indemnity for insured claims is significantly limited), certain claims may not be covered by insurance or may exceed applicable coverage limits, and one or more of our insurance carriers could become insolvent. Additionally, in the event we determine to obtain product liability insurance, the coverage offered by and availability of such insurance for construction defects is limited and costly. There can be no assurance that coverage will not be further restricted, become more costly or even be available.limited. Furthermore, any product liability or warranty claims made against us, whether or not they are viable, may lead to negative publicity, which could impact our reputation and ourfuture home sales.

In addition, weWe also currently conduct the substantiala material portion of our business in California, one of the most highly regulated and litigious jurisdictions in the United States, which imposes a ten year, strict liability tail on many construction liability claims. As a result, our potential losses and expenses due to litigation, new laws and regulations may be greater than those of our competitors who have smaller California operations.

Our operating performance is subjectFor these reasons, although we actively manage our claims and litigation and actively monitor our reserves and insurance coverage, because of the uncertainties inherent in these matters, we cannot provide assurance that our insurance coverage, indemnity arrangements and reserves will be adequate to risks associated withcover liability for any damages, the real estate industry.

Real estate investmentscost of repairs and litigation, or any other related expenses surrounding the current claims to which we are subject or any future claims that may arise. Such damages and expenses, to various risks and fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for operations, as well as the value of our real estate assets. These events include, butextent that they are not limited to:

adverse changes in international, nationalcovered by insurance or local economicredress against contractors and demographic conditions;

adverse changes in financial conditions of buyerssubcontractors, could materially and sellers of properties, particularly residential homes and land suitable for development of residential homes;

competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds;

reductions in the level of demand for and increases in the supply of land suitable for development;

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fluctuations in interest rates, which could adversely affect our ability, or the ability of homebuyers, to obtain financing on favorable terms or at all;

unanticipated increases in expenses, including, without limitation, insurance costs, development costs, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies; and

changes in enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in the purchase of homes or an increased incidence of home order cancellations. If we cannot successfully implement our business strategy, our business, prospects, liquidity, financial condition and results of operations will be adversely affected.Financial Performance.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial and investment conditions may be limited and we may be forced to hold non-income producing properties for extended periods of time.

Real estate investments are relatively difficult to sell quickly.  As a result, our ability to promptly sell one or more properties in response to changing economic, financial and investment conditions is limited and we may be forced to hold non-income producing assets for an extended period of time.  We cannot predict whether we will be able to sell any property for the price or on the terms that we set or

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whether any price or other terms offered by a prospective purchaser would be acceptable to us.  We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

Fluctuations in real estate values may require us to write-down the book value of our real estate assets.

The homebuilding industry is subject to significant variability and fluctuations in real estate values.  As a result, we may be required to write-down the book value of our real estate assets in accordance with U.S. generally accepted accounting principles (“GAAP”),GAAP, and some of those write-downs could be material.  Any material write-downs of assets could have a material adverse effect on our business, prospects, liquidity, financial conditionFinancial Performance.

The geographic concentration of our operations in certain regions subjects us to an increased risk of loss of revenue or decreases in the market value of our land and resultshomes in those regions from factors which may affect any of operations.those regions.

InflationOur operations are currently confined to Arizona, California, Colorado, Maryland, Nevada, Texas, Virginia and Washington.  Because our operations are limited to these areas, a prolonged economic downturn in one or more of these areas, particularly within California, could have a material adverse effect on our Financial Performance and could have a disproportionately greater impact on us than other homebuilders with more diversified operations. Moreover, some or all of these regions could be affected by:

·

severe weather;

·

natural disasters (such as earthquakes or fires);

·

shortages in the availability of, or increased costs in obtaining, land, equipment, labor or building supplies;

·

changes to the population growth rates and therefore the demand for homes in these regions; and

·

changes in the regulatory and fiscal environment.

For the years ended December 31, 2015 and 2014, respectively, we generated a significant amount of our revenues and profits from our California real estate inventory. During the downturn from 2008 to 2010, land values, the demand for new homes and home prices declined substantially in California. In addition, California is facing significant unfunded liabilities and may raise taxes and increase fees to meet these obligations. If these conditions in California persist or worsen, it could materially and adversely affect our business and financial results.Financial Performance.

Inflation could materially and adversely affect us by increasing the costs of land, raw materials and labor, needednegatively impacting housing demand, raising our costs of capital, and decreasing our purchasing power.

Inflation could materially and adversely affect us by increasing costs of land, raw materials and labor. We may respond to operateinflation by increasing the sales prices of land or homes in order to offset any such increases in costs, maintain satisfactory margins or realize a satisfactory return on our business. Ifinvestment. However, if the market continues to havehas an oversupply of homes relative to demand, weprevailing market prices may be unable to offset any such increases in costs with correspondingprevent us from doing so. In addition, inflation is often accompanied by higher sales prices for our homes. Inflation may also accompany higher interestsinterest rates, which historically have had a negative impact on housing demand and the real estate industry generally and which could materially and adversely impact potential customers’homebuyers’ ability to obtain mortgage financing on favorable terms, thereby further decreasing demand. Ifterms. In such an environment, we may not be able to raise prices sufficiently to keep up with the rate of inflation and our margins and returns could decrease. Additionally, if we are unable to raise the prices of our homes to offset the increasing costs of our operations, our margins could decrease. Furthermore, if we needrequired to lower the price of our homeshome prices to meet demand, the value of our land inventory may decrease. Inflation may also raise our costs of capital and decrease our purchasing power, making it more difficult to maintain sufficient funds to operate our business. Current or future efforts by the government to stimulate the economy may increase the risk of significant inflation and its adverse impact on our Financial Performance.

Acts of war, terrorism or terrorismoutbreaks of contagious disease may seriously harm our business.

Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power, or acts of terrorism, or outbreaks of contagious diseases such as Ebola may cause disruption to the U.S. economy, or the local economies of the markets in which we operate, cause shortages of building materials, increase costs associated with obtaining building materials, result in building code changes that could increase costs of construction, affect job growth and consumer confidence, or cause economic changes that we cannot anticipate, all of which could reduce demand for our homes and materially and adversely impact our Financial Performance.

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Laws and regulations governing the residential mortgage and title insurance industries could materially and adversely affect our Financial Performance.

We recently established a joint venture to provide mortgage related services to homebuyers and a wholly-owned title agency.  The residential mortgage lending and title insurance industries are each heavily regulated.  Changes to existing laws or regulations or adoption of new laws or regulations could require us to incur significant compliance costs.  A material failure to comply with any of these laws or regulations could result in the loss or suspension of required licenses or other approvals, the imposition of monetary penalties, and restitution awards or other relief.  In addition, we could be subject to individual or class action litigation alleging violations of these laws and regulations.  Any of these could result in substantial costs and we could incur judgments or enter into settlements of claims that could have a material adverse effect on our business.  Any of these outcomes could materially and adversely affect our Financial Performance.

Deliveries of homes may be delayed as a result of lender compliance with a new rule governing the content and timing of mortgage loan disclosures to borrowers.

The Consumer Financial Protection Bureau (CFPB) has adopted a new rule governing the content and timing of mortgage loan disclosures to borrowers.  This new rule, commonly known as TILA-RESPA Integrated Disclosures or TRID, became effective on October 3, 2015.  Lender compliance with TRID could result in delays in loan closings and the delivery of homes that materially and adversely affect our Financial Performance.

We are subject to other litigation, which could materially and adversely affect us.

Lawsuits, claims and proceedings have been, or in the future may be, instituted or asserted against us in the normal course of business. Moreover, in connection with the Merger, we also assumed responsibility for a substantial amount of WRECO’s pending and potential lawsuits, arbitration proceedings and other claims, as well as any future claims relating to WRECO.  Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against.  We generally intend to defend ourselves vigorously. However, we cannot be certain of the ultimate outcomes of any claims that may arise.  To resolve these matters, we may have to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affect our Financial Performance.  Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.  Uncertainty with respect to claims or litigation may adversely affect the availability and costs of future financings and may materially and adversely affect the trading prices of our outstanding securities.

Information technology failures and data security breaches could harm our business.

We use information technology and other computer resources to carry out important operational and marketing activities as well as maintain our business prospects, liquidity,records. Many of these resources are provided to us or are maintained on our behalf by third-party service providers pursuant to agreements that specify certain security and service level standards. Our ability to conduct our business may be materially and adversely impaired if our computer resources are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third-party, natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to its networked resources.

A significant and extended disruption in the functioning of these resources could damage our reputation and cause us to lose homebuyers, sales and revenue, result in the unintended public disclosure or the misappropriation of proprietary, personal and confidential information (including information about our homebuyers and business partners), and require us to incur significant expense to address and resolve these kinds of issues. The release of confidential information may also lead to litigation or other proceedings against us by affected individuals, business partners and/or regulators, and the outcome of such proceedings, which could include penalties or fines, could materially and adversely affect our Financial Performance. In addition, the costs of maintaining adequate protection against such threats, depending on their evolution, pervasiveness and frequency and/or government-mandated standards or obligations regarding protective efforts, could be material to our Financial Performance.

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A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.

Building sites are inherently dangerous, and operating in the homebuilding and land development industry poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the number of our projects, health and safety performance is critical to the success of all areas of our business.

Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements or litigation, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies, governmental authorities and local communities, and our ability to win new business, which in turn could materially and adversely affect our Financial Performance.

Risks Related to the Merger

For additional information concerning the WRECO transaction, please refer to Note 1, Organization and Summary of Significant Accounting Policies, and Note 2, Merger with Weyerhaeuser Real Estate Company, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.  

Our tax sharing agreement with WRECO’s former parent restricts our ability to undertake significant actions.

In connection with the WRECO transaction, we entered into a tax sharing agreement (the “Tax Sharing Agreement”) with Weyerhaeuser. The Tax Sharing Agreement generally restricts our and our affiliates’ ability to take certain actions that could cause the Merger and related transactions to fail to qualify as tax-free transactions.  In particular, for a two-year period following the Closing Date, our and our affiliates’ ability to undertake any of the following is restricted:

·

enter into any agreement, understanding or arrangement pursuant to which any person would (directly or indirectly) acquire, or have the right to acquire, our capital stock or WRECO capital stock (excepting certain limited circumstances set forth in the Tax Sharing Agreement);

·

merge or consolidate TRI Pointe or WRECO with any other person;

·

liquidate or partially liquidate TRI Pointe or WRECO;

·

cause or permit TRI Pointe or WRECO to be treated as other than a corporate taxpayer for U.S. federal income tax purposes; or

·

cause or permit WRECO to discontinue its engagement in the Real Estate Business (as defined in the Transaction Agreement).

If we intend to take any such restricted action, Weyerhaeuser will be required to cooperate with us in obtaining an Internal Revenue Service ruling or an unqualified tax opinion reasonably acceptable to Weyerhaeuser to the effect that such action will not affect the status of the transactions as tax-free transactions. However, if we take any of the actions above and those actions result in tax-related losses to Weyerhaeuser, then we generally will be required to indemnify Weyerhaeuser for such losses, without regard to whether Weyerhaeuser had given us prior consent.

Due to these restrictions and indemnification obligations under the Tax Sharing Agreement, we will be limited in our ability to pursue strategic transactions, equity or convertible debt financings or other transactions that may otherwise be in our best interests. Also, our potential indemnity obligation to Weyerhaeuser might discourage, delay or prevent a change of control during this two-year period that our stockholders may consider favorable to our ability to pursue strategic transactions, equity or convertible debt financings or other transactions that may otherwise be in our best interests.

The historical financial information of WRECO may not be representative of its results or financial condition if it had been operated independently of Weyerhaeuser and, as a result, is not a reliable indicator of its future results.

As discussed in Note 1, Organization and Summary of Significant Accounting Policies, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K, the Merger is treated as a “reverse acquisition” and WRECO is considered the accounting acquirer.  Accordingly, WRECO is reflected as the predecessor and acquirer and therefore consolidated financial statements included in this annual report on Form 10-K reflect the historical consolidated financial statements of WRECO for all periods presented and do not include the historical financial statements of legacy TRI Pointe prior to the Closing Date.  Prior to the

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consummation of the Merger, WRECO was a business segment of Weyerhaeuser. Consequently, the historical financial information included in this annual report on Form 10-K was derived from the consolidated financial statements and accounting records of WRECO and reflects all direct costs as well as assumptions and allocations made by management of Weyerhaeuser. The financial position, results of operations.operations and cash flows of WRECO presented may be different from those that would have resulted had WRECO been operated independently of Weyerhaeuser during the applicable periods or at the applicable dates. For example, in preparing the financial statements of WRECO, Weyerhaeuser made allocations of Weyerhaeuser corporate general and administrative expense deemed to be attributable to WRECO. However, these allocations reflect the corporate general and administrative expense attributable to WRECO operated as part of a larger organization and do not necessarily reflect the corporate general and administrative expense that would be incurred by WRECO had it been operated independently. Further, WRECO’s historical financial information does not reflect changes in WRECO’s operations that occurred in connection with the Merger. As a result, the historical financial information of WRECO is not a reliable indicator of future results.

Risks Related to Conflicts of Interest

The Starwood Fund holds a significant equity interest inhas the right to nominate one member of our companyboard of directors and its interests may not be aligned with yours.other stockholders.

The Starwood Fund owns 11,985,905 shares of our common stock, which represents 37.9% of our common stock as of February 21, 2014. The Starwood Fund isPursuant to an Investor Rights Agreement, VII/TPC Holdings, L.L.C., a private equity fund managed by an affiliate of the Starwood Capital Group. The Starwood FundGroup (the “Starwood Fund”), has the right to designate two members of our board for as long as the Starwood Fund owns 25% or more of our outstanding

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common stock (excluding shares of common stock that are subject to issuance upon the exercise or exchange of rights of conversion or any options, warrants or other rights to acquire shares) and one member for as long as it owns at least 10%. Messrs. Bauer, Mitchell and Grubbs have agreed to vote all shares of our common stock that they own in favor of the Starwood Fund nominees in any election of directors for as long as the Starwood Fund owns at least 10%. Following consummation of the WRECO Transactions, the Starwood Fund will have the right to designatenominate one member of our board of directors for soas long as the Starwood Fundit owns at least 5% of our outstanding common stock. The Starwood Fund’s interests may not be fully aligned with yoursother stockholders and this could lead to a strategy that is not in yourthe best interests. In addition, the Starwood Fund’s significant ownership in us and resulting ability to significantly influence us may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including transactions in which you as a holderinterests of shares ofother stockholders.  Barry Sternlicht, our common stock might otherwise receive a premium for your shares over the then-current market price.

Moreover, if the Starwood Fund’s beneficial ownership of our common stock were to exceed 50%, we may elect to be treated as a “controlled company” for purposesChairman of the New York Stock Exchange, which would allow us to opt out of certain corporate governance requirements, including requirements that a majority of the board of directors consist of independent directors and that the compensation committee and nominating committee be composed entirely of independent directors. We do not currently qualify to rely on the controlled company exemptions; however, to the extent we may qualify in the future, we may choose to take advantage of these exemptions.

As a result of Starwood Capital Group’s relationship with our company, conflicts of interest may arise with respect to any transactions involving or with Starwood Capital Group or its affiliates.

Barry Sternlicht, the chairman of our board,Board, is also the Chairman and Chief Executive Officer of Starwood Capital Group and Chris Graham, another member of our board of directors, is also a Senior Managing Director at Starwood Capital Group.  As a result, Messrs. Sternlicht and Graham will devote only a portion of their business time to their duties with our relationshipboard of directors and will devote a majority of their business time to their duties with Starwood Capital Group thereand its affiliates and other commitments.  Moreover, we have engaged, and in the future may beengage in transactions, between us andsuch as land purchases, with Starwood Capital Group, Starwood Property Trust (which is managed by Starwood Capital Group) or their affiliates that could present an actual or perceived conflict of interest.  These conflicts of interestAs a result, Messrs. Sternlicht and Graham may lead Mr. Sternlicht to recuse himselfthemselves from actions of our board of directors with respect to any transactions involving or with Starwood Capital Group or its affiliates, or with Starwood Property Trust, Inc., a New York Stock Exchange-listed public mortgage REIT managed by an affiliateapproval of Starwood Capital Group. In addition, Mr. Sternlicht will devote only a portion of his business time to his duties with our board of directors, and he will devote the majority of his time to his duties with Starwood Capital Group and other commitments. Following consummationthese transactions.  See Note 18, Related Party Transactions, of the WRECO Transactions, Mr. Sternlicht is expectednotes to continue as chairman of our board of directors and Mr. Chris Graham,consolidated financial statements included elsewhere in this annual report on Form 10-K

As previously disclosed in a Senior Managing Director at Starwood Capital Group, is expected to be appointed a director.

We may inForm 8-K that we filed with the future acquire land from affiliates of Starwood Capital Group. Any such acquisitions will be separately considered for approval by our independent directors.

We have no contractual right to access the personnel, relationships or the investing and operational expertise of Starwood Capital Group, which may be withheld from us at any time, and we are likely to lose such access if and whenSEC on September 5, 2014, the Starwood Fund ceases to hold a material investmenthas informed us that it has pledged certain of its shares of our common stock as collateral in our company. Starwood Capital Group may pursue competing transactions.

We believe that our relationship with Starwood Capital Group provides usconnection with a competitive advantage by providing us with accessmargin loan.  We are not a party to the personnel, relationships andmargin loan documents; however, a foreclosure on the investing and operational expertise of Starwood Capital Group. However, we have not entered into, nor do we anticipate entering into, any exclusivity agreements with Starwood Capital Group, and we have no contractual right to access Starwood Capital Group’s personnel, relationships or expertise. Starwood Capital Group may cease to provide us with access to its personnel, relationships and expertise at any time, or from time to time, and we are likely to lose such access if and when the Starwood Fund ceases to hold a material investment in our company. Our inability to access Starwood Capital Group’s personnel, relationships or expertise as we currently expect, or the loss of such access in the future,pledged shares could materially and adversely affect the price of our business, prospects, liquidity, financial condition and results of operations. For example, we believe that our relationship with Starwood Capital Group provides us with access to a greater number of acquisition opportunities than our competitors, and if we do not have access to those opportunities as we currently expect, our ability to grow could be significantly limited, and the number of homes that we build and sell could be materially lower than what we currently anticipate.

common stock.  In addition, Starwood Capital Group is under no obligation to engage in any transactions with us, to present any acquisition opportunities to us or to assist us in any way in acquiring land parcels. As a result, Starwood Capital Group may pursue transactions that are competitive with our business, including engaging in acquisitions and/or sales of land and other residential properties for its own benefit, or for the benefit of entities that its affiliates manage, with third parties. In addition, Starwood Capital Group may sell land suitable for residential buildout in our current or target markets to our competitors. Any of the foregoing activities by Starwood Capital Group could materially and adversely affect our business, prospects, liquidity, financial condition and results of operations.

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Although we do not pay any fees to Starwood Capital Group or its affiliates, we have reimbursed Starwood Capital Group for certain due diligence expenses, and for the out-of-pocket travel and lodging expenses of representatives of the Starwood Fund for their attendance at board and other meetings and in connection with site visits or other businesspledged shares of our company. We reimbursed Starwood Capital Group $0, $4,166common stock and $79,464 during the years ended December 31, 2013, 2012margin loan could present an actual or perceived conflict of interest with respect to Messrs. Sternlicht and 2011, respectively.

The employment agreements of our executive officers were not negotiated on an arm’s length basis and we may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with them.

We have entered into amended and restated employment agreements with Douglas Bauer, our Chief Executive Officer, Thomas Mitchell, our President and Chief Operating Officer, and Michael Grubbs, our Chief Financial Officer, pursuant to which they will devote their full business time and attention to our affairs. See Part III, Item 11 “Executive Compensation” of this annual report on Form 10-K. These employment agreements were not negotiated on an arm’s-length basis. We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with these executives.Graham.

Risks Related to Our Indebtedness

We expect toOur use of leverage in executing our business strategy which may adversely affect the return on our assets.exposes us to significant risks.

We expectemploy what we believe to employbe prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. As of December 31, 2013,Our existing indebtedness is recourse to us and we had approximately $270.6 million of aggregate loan commitments, of which $138.1 million was outstanding. anticipate that future indebtedness will likewise be recourse.  

Our board of directors will considerconsiders a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of oursuch assets and the ability of the particular assets, and our company as a whole, to generate cash flow to cover the expected debt service. As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we currently expect to remain conservatively capitalized. However, our charter does not contain a limitation on the amount of debt we may incur, and our board of directors may change our target debt levels at any time without the approval ofby our stockholders.

Incurring substantial debt could subject us to many risks that, if realized, would materially and adversely affect us,our Financial Performance, including the riskrisks that:

·

it may be more difficult for us to satisfy our obligations with respect to our debt or to our other creditors;

·

our cash flow from operations may be insufficient to make required payments of principal of and interest on our debt, which is likely to result in acceleration of our debt;

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·

our debt may increase our vulnerability to adverse economic and industry conditions, including fluctuations in market interest rates, with no assurance that investment yields will increase with higher financing cost, particularly in the case of debt with a floating interest rate;

·

our debt may limit our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited;

·

we may be required to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations and capital expenditures, future investment opportunities or other purposes;

·

in the case of secured indebtedness, we could lose our ownership interests in our land parcels or other assets because defaults thereunder may result in foreclosure actions initiated by lenders;

·

our debt may limit our ability to buy back our common stock or pay cash dividends;

·

our debt may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, thereby limiting our ability to compete with companies that are not as highly leveraged; and

·

the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.

We cannot make any assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us through capital markets financings or otherwise in an amount sufficient to enable us to service or refinance our indebtedness, or to fund our other liquidity needs. We may be insufficientalso need to make required payments of principal of and interest on the debt which is likely to result in acceleration of such debt;

our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing cost;

we may be required to dedicaterefinance all or a portion of our cash flow from operations to paymentsexisting or future indebtedness on our debt, thereby reducing funds available for operationsor before its maturity, and capital expenditures, future investment opportunities or other purposes; and

the terms ofwe cannot make any refinancing may notassurances that we will be as favorable as the terms of the debt being refinanced.

If we do not have sufficient funds to repay our debt at maturity, it may be necessaryable to refinance the debt through additional debtany of our indebtedness on commercially reasonable terms or additional equity financings.at all. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates on refinancings,the refinanced debt, increases in interest expense could materially and adversely affect our cash flows and results of operations.Financial Performance. If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of our assets on disadvantageous terms, potentially resulting in significant losses. To the extent

We may incur additional indebtedness in order to finance our operations or to repay existing indebtedness. If we cannot meet any future debt service obligations,our indebtedness, we will risk losing to foreclosure some or all of our assets that may be pledged to secure our obligations and we may have to foreclosure. Unsecuredtake actions such as selling assets, seeking additional debt or equity financing or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot make any assurances that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements. Additionally, unsecured debt agreements may contain specific cross-default provisions with respect to specified other indebtedness, giving the unsecured lenders the right to declare a default if we are in default under other loans in some circumstances. Defaults under our debt agreements could have a material adverse effect onmaterially and adversely affect our business, prospects, liquidity, financial conditionFinancial Performance.

We may require significant additional capital in the future and results of operations.

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Access to financing sources may not be availableable to secure adequate funds on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.acceptable terms.

We expect to employ prudent levels of leverage to finance the acquisitionThe expansion and development of our lots and constructionbusiness may require significant additional capital, which we may be unable to obtain, to fund our operating expenses, including working capital needs.

We may fail to generate sufficient cash flow from the sales of our homes.homes and land to meet our cash requirements. To a large extent, our cash flow generation ability is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. Further, our capital requirements may vary materially from those currently planned if, for example, our revenues do not reach expected levels or we have to incur unforeseen capital expenditures and make investments to maintain our competitive position. If this is the case, we may need to refinance all or a portion of our debt on or before its maturity, or obtain additional equity or debt financing sooner than anticipated, which could materially and adversely affect our liquidity and financial condition if financing cannot be secured on reasonable terms. As a result, we may have to delay or abandon some or all of December 31, 2013, we had approximately $270.6 million of aggregate loan commitments, of which $138.1 million was outstanding. our development and expansion plans or otherwise forego market opportunities.

Our access to additional third-party sources of financing will depend, in part, on:

·

general market conditions;

·

the market’s perception of our growth potential, including relative to other opportunities;

·

with respect to acquisition and/or development financing, the market’s perception of the value of the land parcels to be acquired and/or developed;

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general market conditions;

·

our current debt levels;

·

our current and expected future earnings;

·

our cash flow;

·

pending litigation and claims; and

·

the market price per share of our common stock.

During the market’s perception of our growth potential;

with respect to acquisition and/or development financing, the market’s perception of the value of the land parcels to be acquired and/or developed;

our current debt levels;

our current and expected future earnings;

our cash flow; and

the market price per share of our common stock.

Recently,recent economic downturn, domestic financial markets have experienced unusual volatility, uncertainty and a tighteningrestricting of liquidity in both the investment grade debt and equity capital markets. Credit spreads for major sources of capital widened significantly during the U.S. credit crisis as investors demanded a higher risk premium. GivenIn the current volatility and weakness in the capital and credit markets,event of another economic downturn or if general economic conditions should worsen, potential lenders may be unwilling or unable to provide us with suitable financing that is attractive to us or may charge us prohibitively high fees in order to obtain financing. Moreover, due to the restrictions under the Tax Sharing Agreement, we are also currently limited in our ability to pursue equity or convertible debt financings.  As a result, depending on market conditions at the relevant time, we may have to rely more heavily on less efficient forms of debt financing that require a larger portion of our cash flow from operations to service, thereby reducing funds available for our operations, future business opportunities and other purposes.   Consequently, there is greatersubstantial uncertainty regarding our ability to access the credit marketand capital markets in order to attract financing on reasonable terms. Investment returns on our assets and our ability to make acquisitions could be materially and adversely affected by our inability to secure additional financing on reasonable terms, if at all.

Depending on market conditions at Additionally, if we cannot obtain additional financing to fund the relevant time,purchase of land under our option contracts or purchase contracts, we may have to rely more heavily on additional equity financings or on less efficient formsincur contractual penalties and fees. Any difficulty in obtaining sufficient capital for planned development expenditures could also cause project delays and any such delay could result in cost increases. Any of debt financing that require a larger portion ofthe foregoing factors could materially and adversely affect our cash flow from operations, thereby reducing funds available for our operations, future business opportunities and other purposes. We may not have access to such equity or debt capital on favorable terms at the desired times, or at all.Financial Performance.

Our current financing arrangements contain, and our future financing arrangements likely will contain, restrictive covenants relating to our operations.

Our current financing arrangements contain, and the financing arrangements we may enter into in the future will likely will contain, covenants (financial and otherwise) affecting our ability to, incur additional debt, make certain investments, reduce liquidity below certain levels, make distributions to our stockholders and otherwise affect our operating policies. among other things:

·

incur or guarantee additional indebtedness;

·

make certain investments;

·

reduce liquidity below certain levels;

·

pay dividends or make distributions on our capital stock;

·

sell assets, including capital stock of restricted subsidiaries;

·

agree to payment restrictions 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;

·

engage in sale-leaseback transactions; and

·

designate any of our subsidiaries as unrestricted subsidiaries.

If we fail to meet or satisfy any of these covenants in our debt agreements, we would be in default under these agreements, which could result in a cross-default under other debt agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could significantly limit significantly our financing alternatives, which could cause us to curtail our investment activities and/or dispose of assets when we otherwise would not choose to do so. If we default on several of our debt agreements or any single significant debt agreement, it could have a material adverse effect onmaterially and adversely affect our Financial Performance. These and certain other restrictions could also limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business prospects, liquidity, financial conditionplans.

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Higher interest rates may materially and resultsadversely affect our Financial Performance.

We employ what we believe to be prudent levels of operations.

Secured indebtedness exposes usleverage to finance the possibility of foreclosure on our ownership interests in our land parcels.

Incurring mortgageacquisition and other secured indebtedness increases our risk of lossdevelopment of our ownership interests in our land parcels or other assets because defaults thereunder,lots and the inability to refinance such indebtedness, may result in foreclosure action initiated by lenders.

Interest expense on debt we incur may limit our cash available to fund our growth strategies.

As of December 31, 2013, we had approximately $270.6 million of aggregate loan commitments, of which $138.1 million was outstanding. As partconstruction of our financing strategy, we may incur a significant amounthomes. Some of additional debt. Ourour current debt has, and any additional debt we subsequently incur may have, a floating rate of interest. Higher interest rates

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could increase debt service requirements on our current floating rate debt and on any floating rate debt we may subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay existing debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms, or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could result in a loss. The occurrence of either such event or both of these events could materially and adversely affect our cash flows and results of operations.Financial Performance.

Failure to hedge effectively against interest rate changes may materially and adversely affect us.our Financial Performance.

We may obtain in the future one or more forms of interest rate protection—in the form of swap agreements, interest rate cap contracts or similar agreements—to hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure youstockholders that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our assets at times which may not permit us to receive an attractive return on our assets in order to meet our debt service obligations. Failure of our hedging mechanisms could materially and adversely affect our Financial Performance.

Risks Related to Our Organization and Structure

We have a limited operating historyare and we may notwill continue to be able to successfully operate our business.

Our company was founded in April 2009dependent on key personnel and initially focused primarily on fee building projects in Southern California, in which we built, marketed and sold homes for independent third-party property owners, typically markets under the TRI Pointe Homes brand name. Commencing with the investment in us by the Starwood Fund in September 2010, our business was converted into a Delaware limited liability company, TRI Pointe Homes, LLC, and evolved into primarily building, marketing and selling homes for our own account. On January 30, 2013, TRI Pointe Homes, LLC was converted from a Delaware limited liability company into a Delaware corporation and renamed TRI Pointe Homes, Inc. Given our limited operating history, you have little historical information upon which to evaluate our prospects, including our ability to acquire desirable land parcels, develop such land and market our homes. In addition, we cannot assure you that our past experience will be sufficient to enable us to operate our business successfully or implement our operating policies and business strategies as described in this annual report on Form 10-K. Furthermore, we may not be able to generate sufficient operating cash flows to pay our operating expenses or service our indebtedness. You should not rely upon the past performancecertain members of our management team, as past performance may not be indicative of our future results.

We depend on key personnel.team.

Our business involves complex operations and requires a management team and employee workforce that is knowledgeable and expert in many areas necessary for its operations. Our success and ability to obtain, generate and manage opportunities depends to a significant degree upon the contributions of certain key personnel, including, but not limited to, Douglas Bauer, our Chief Executive Officer, Thomas Mitchell, our President and Chief Operating Officer, and Michael Grubbs, our Chief Financial Officer eachand Treasurer. Our investors must rely to a significant extent upon the ability, expertise, judgment and discretion of whom wouldthis management team and other key personnel, and their loss or departure could be difficultdetrimental to replace.our future success. Although we have entered into amended and restated employment agreements with Messrs. Bauer, Mitchell and Grubbs, there is no guarantee that these executives will remain employed with us and we have not adopted a succession plan. If anyAdditionally, key employees working in the real estate, homebuilding and construction industries are highly sought after and failure to attract and retain such personnel may materially and adversely affect the standards of our key personnel were to cease employment with us,future service and may have a material and adverse impact on our operating results could suffer. Financial Performance.

Our ability to retain our management team and key personnel or to attract suitable replacements should any members of our management team leave is dependent on the competitive nature of the employment market. The loss of services from any member of our management team or key personnel, or the potential that they could have competing obligations and will only spend a limitation inportion of their availabilitytime working for us, could materially and adversely impact our business, prospects, liquidity, financial conditionFinancial Performance. Further, the process of attracting and resultsretaining suitable replacements for key personnel whose services we may lose would result in transition costs and would divert the attention of other members of our management from existing operations. Further,Moreover, such a loss could be negatively perceived in the capital markets.

Although we are currently considering our insurance coverage, we have not obtained key man life insurance that would provide us with proceeds in the event of death or disability of any of our key personnel.

Termination of the employment agreements with the members of our management team could be costly and prevent a change in control of our company.

Our amended and restated employment agreements with DouglasMessrs. Bauer, our Chief Executive Officer, Thomas Mitchell our President and Chief Operating Officer, and Michael Grubbs our Chief Financial Officer, each provide that if their employment with us terminates under certain circumstances, we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment.  Furthermore, these provisions could delay or prevent a transaction or a change in control of our company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our common stock.

 

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Certain anti-takeover defenses and applicable law may limit the ability of a third-party to acquire control of us.

Our charter and bylaws and Delaware law contain provisions that may delay or prevent a transaction or a change in control of our company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our common stock.  Certain of these provisions are described below.

Selected provisions of our charter and bylaws.

Our charter and/or bylaws contain anti-takeover provisions that:

·

authorize our board of directors, without further action by the stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series and establish the rights and other terms of that series;

·

require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;

·

specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors or our chief executive officer (or if there is no chief executive officer, the president);

·

establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting;

·

provide that our bylaws may be amended by our board of directors without stockholder approval;

·

allow our directors to establish the size of our board of directors by action of our board, subject to a minimum of three members;

·

provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a majority of directors then in office, even though less than a quorum;

·

do not give the holders of our common stock cumulative voting rights with respect to the election of directors; and

·

authorize our board of directors, without further action by the stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series and establish the rights and other terms of that series;

require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;

specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors or our chief executive officer;

establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting;

provide that our bylaws may be amended by our board of directors without stockholder approval;

allow our directors to establish the size of our board of directors by action of our board, subject to a minimum of three members;

provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a majority of directors then in office, even though less than a quorum;

do not give the holders of our common stock cumulative voting rights with respect to the election of directors; and

prohibit us from engaging in certain business combinations with any “interested stockholder” unless specified conditions are satisfied as described below under “—Selected provisions of Delaware law.”

Selected provisions of Delaware law.

Selected provisions of Delaware law.We have opted out of Section 203 of the Delaware General Corporation Law, (the “DGCL”), which regulates corporate takeovers.  However, our charter contains provisions that are similar to Section 203 of the DGCL.203.  Specifically, our charter provides that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the person became an interested stockholder, unless:

prior to the time that person became an interested stockholder, our board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder;

upon consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares; or

 

·

prior to the time that person became an interested stockholder, our board of directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder;

·

upon consummation of the transaction which resulted in the person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares; or

·

at or subsequent to the time the person became an interested stockholder, the business combination is approved by our board of directors and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, consolidation, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder.  Subject to certain exceptions, an interested stockholder is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.  However, in the case of our company, the Starwood Fund and any of its affiliates and subsidiaries and any of their permitted transferees receiving 15% or more of our voting stock will not be deemed to be interested stockholders regardless of the percentage of our voting stock owned by them.  This provision could prohibit or delay mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.

 

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We may change our operational policies, investment guidelines and our business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.

Our board of directors will determine our operational policies, investment guidelines and our business and growth strategies.  Our board of directors may make changes to, or approve transactions that deviate from, those policies, guidelines and strategies without a vote of, or notice to, our stockholders.  This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated in this annual report on Form 10-K.currently.  Under any of these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.Financial Performance.

If we fail to implement and maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could materially and adversely affect us.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areasmarket price of our common stock.

A system of internal control over financial reporting, no matter how well conceived and operated can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  The design of control systems reflects resource constraints and the benefits of controls must be considered in relationship to their costs.  Accordingly, there can be no assurance that need improvement.all control issues or fraud will be detected.  We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes.  Furthermore, as we continue to grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure that our internal controls remain effective.  Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses, or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.  There is no assurance that our independent auditor will be able to provide an unqualified attestation report on internal control over financial reporting in future years.  If our independent auditor is unable to provide an unqualified attestation report, investors could lose confidence in the reliability of our financial statements, and our stock price could be materially and adversely affected.  The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations, and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

We are an “emerging growth company”us and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. We have elected to adopt these reduced disclosure requirements. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering, although a variety of circumstances could cause us to lose that status earlier. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market price for our common stock and our stock price may be more volatile.stock.

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have determined to opt out of such extended transition period and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised financial accounting standards is irrevocable.

The consummation of the WRECO Transactions is expected to cause us to lose our status as an emerging growth company in 2014. Accordingly, we will become subject to additional disclosure, reporting and other obligations, which could place significant demands on our management, administrative, operational and accounting resources and cause us to incur significant expenses. If our independent auditor is unable to provide an unqualified attestation report on internal control over financial reporting, investors could lose confidence in the reliability of our financial statements and our stock price may be adversely affected.

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Changes in accounting rules, assumptions and/or judgments could materiallydelay the dissemination of our financial statements and adversely affect us.cause us to restate prior period financial statements.

Accounting rules and interpretations for certain aspects of our operations are highly complex and involve significant assumptions and judgment.  These complexities could lead to a delay in the preparation and dissemination of our financial statements.  Furthermore, changes in accounting rules and interpretations or in our accounting assumptions and/or judgments, such as asset impairments, could significantly impact our financial statements.  In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements.  Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.Financial Performance.

AnyOur joint venture investments that we make could be materially and adversely affected by our lack of sole decision making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.

We have co-invested, and we may co-invest in the future, with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a land acquisition and/or a development. In this event, we woulddevelopments.  We will not be in a position to exercise sole decision-making authority regarding the acquisitionland acquisitions and/or development,developments undertaken by our current joint ventures and any future joint ventures in which we may co-invest, and our investment may be illiquid due to our lack of control.  Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present werewhen a third-party is not involved, including the possibility that partners or co-venturers might become bankrupt, fail to fund their share of required capital contributions or otherwise meet their contractual obligations, make poor business decisions or block or delay necessary decisions.  Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives.  Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither weus nor the partner or co-venturer would have full control over the partnership or joint venture.  Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business.  In addition, we may in certain circumstances be liable for the actions of ourits third-party partners or co-venturers.

We may become subject to litigation, which could materially and adversely affect us.

In the future we may become subject to litigation, including claims relating to our operations, security offerings and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves. However, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.- 39 -

An information systems interruption or breach in security could adversely affect us.

We rely on fully integrated accounting, financial and operational management information systems to conduct our operations. Any disruption in these systems could adversely affect our ability to conduct our business. Furthermore, any security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business.

Failure by our directors, executives or employees to comply with applicable codes of conduct could materially and adversely affect us and the market price of our stock.

We have adopted a Code of Business Conduct and Ethics and a Code of Ethics for senior executives and financial officers. Our adoption of these codes and other standards of conduct is not a representation or warranty that all persons subject to those codes or standards are or will be in complete compliance. The failure of a director, executive or employee to comply with applicable codes or standards of conduct may result in termination of the relationship and/or adverse publicity, either of which could materially and adversely affect us and the market price of our stock.


 

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Risks Related to Ownership of Our Common Stock

A trading market for our common stock may not be sustained and our common stock prices may be volatile and could decline substantially.

Prior to our initial public offering, there was no market for shares of our common stock. Although our common stock is listed on the New York Stock Exchange under the symbol “TPH,” an active trading market for the shares of our common stock may not be sustained. Accordingly, no assurance can be given as to the following:

the likelihood that an active trading market for shares of our common stock will be sustained;

the liquidity of any such market;

the ability of our stockholders to sell their shares of common stock; or

the price that our stockholders may obtain for their common stock.

If an active market is not maintained, the market price of our common stock may decline. The market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common stock.

Some of the factors that could negatively affect or result in fluctuations in the market price of our common stock include:

actual or anticipated variations in our quarterly operating results;

changes in market valuations of similar companies;

adverse market reaction to the level of our indebtedness;

additions or departures of key personnel;

actions by stockholders;

speculation in the press or investment community;

general market, economic and political conditions, including an economic slowdown or dislocation in the global credit markets;

our operating performance and the performance of other similar companies;

changes in accounting principles; and

passage of legislation or other regulatory developments that adversely affect us or the homebuilding industry.

We do not intend to pay dividends on our common stock for the foreseeable future.

We currently intend to retain our future earnings, if any, to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future.  Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as our board of directors deems relevant.  Accordingly, youstockholders may need to sell yourtheir shares of our common stock to realize a return on yourtheir investment, and youstockholders may not be able to sell yourtheir shares at or above the price youthey paid for them.

Future sales of our common stock or other securities convertible into our common stock could cause the market value of our common stock to decline and could result in dilution of yourstockholders’ shares.

Our board of directors is authorized, without yourstockholder approval, to cause us to issue additional shares of our common stock or to raise capital through the issuance of preferred stock (including equity or debt securities convertible into common stock), options, warrants and other rights, on terms and for consideration as our board of directors in its sole discretion may determine.  Sales of substantial amounts of our common stock could cause the market price of our common stock to decrease significantly.  We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the value of our common stock.  Sales of substantial amounts of our common stock by the Starwood Fund or another large stockholder or otherwise, or the perception that such sales could occur, may adversely affect the market price of our common stock.

- 30 -


As of February 21, 2014, the members of our senior management team collectively beneficially owned 2,242,641 shares of our common stock (excluding grants of restricted stock units and options to purchase shares of our common stock), which represents 7.1% of our common stock outstanding and 1.4% of our common stock outstanding on a pro forma basis after giving effect to the WRECO Transactions. Further, as of February 21, 2014, the Starwood Fund owned 11,985,905 shares of our common stock, which represents 37.9% of our common stock outstanding.

In connection with the WRECO Transactions, 675,876 shares of restricted stock granted to Messrs. Bauer, Mitchell and Grubbs will vest. Messrs. Bauer, Mitchell and Grubbs have entered into a lock-up agreement with the Starwood Fund, pursuant to which Messrs. Bauer, Mitchell and Grubbs have agreed not to sell these shares without the Starwood Fund’s prior written consent until the Starwood Fund owns less than 4.875% of our common stock outstanding.

Pursuant to his employment agreement, each member of our management team has agreed that, for a period of 36 months following the completion of our initial public offering, during any calendar quarter, he will not sell shares of our common stock in an amount exceeding the greater of (1) 10% of the shares of our common stock owned by him on the date of the completion of the offering and (2) the percentage of shares of our common stock that has been sold or otherwise disposed of by the Starwood Fund during such calendar quarter. Any sales of shares of our common stock made pursuant to the foregoing will be subject to the restrictions imposed by the lock-up agreements referenced above and by applicable law.

We have entered into a registration rights agreement with the Starwood Fund, the members of our senior management team and a third-party investor (each, a “Holder”), with respect to the shares of our common stock that they received as part of our formation transactions. We refer to these shares collectively as the “registrable shares.” Pursuant to the registration rights agreement, we have granted the Holders and their direct and indirect transferees shelf registration rights requiring us to file a shelf registration statement and to maintain the effectiveness of such registration statement so as to allow sales thereunder from time to time, demand registration rights to have the registrable shares registered for resale, and, in certain circumstances, the right to “piggy-back” the registrable shares in registration statements we might file in connection with any future public offering.

We have filed a registration statement on Form S-8 to register the total number of shares of our common stock that may be issued under our 2013 Long-Term Incentive Plan, including the restricted stock units to be granted to the members of our management team, other officers and employees and our board of directors, as well as the options to purchase shares of our common stock to be granted to the members of our management team, in each case upon the completion of our initial public offering pursuant to our 2013 Long-Term Incentive Plan.

Future offerings of debt securities, which would rank senior to our common stock uponin the event of our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt securities or additional offerings of equity securities.  Upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock.  Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both.  Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments or both that could limit our ability to make a dividend distribution to the holders of our common stock.  Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control.  As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their ownership interest in our company.

Non-U.S. holders may be subject to United States federal income tax on gain realized on the sale or disposition of shares of our common stock.

We believe we are and will remain a “United States real property holding corporation” for United States federal income tax purposes.  As a result, a non-U.S. holder generally will be subject to United States federal income tax on any gain realized on a sale or disposition of shares of our common stock, and a purchaser of the stock generally will be required to withhold and remit to the Internal Revenue Service (the “IRS”) 10% of the purchase price, unless our common stock is regularly traded on an established securities market (such as the New York Stock Exchange) and such non-U.S. holder did not actually or constructively hold more than 5% of our common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or disposition and (b) the non-U.S. holder’s holding period in such stock.  A non-U.S. holder also will be required to file a United States federal income tax return for any taxable year in which it realizes a gain from the disposition of our common stock that is subject to United States federal income tax.

No assurance can be given that our common stock will remain regularly traded in the future.  Non-U.S. holders should consult their tax advisors concerning the consequences of disposing of shares of our common stock.

 

- 3140 -



Item 1B.

Unresolved Staff Comments

Not Applicable.applicable.

Item 2.

Properties

We lease our corporate headquarters located in Irvine, California. The lease on this facility consistsOur homebuilding division offices and financial services operations are located in leased space in the markets where we conduct business.  

We believe that such properties, including the equipment located therein, are suitable and adequate to meet the needs of approximately 17,000 square feet and expires in October 2016. During the year ended December 31, 2013, we signed a letter of intent to lease an additional 20,000 square feet at our corporate headquarters. We expect to occupy the additional 20,000 square feet during the third quarter of 2014 and the additional lease will expire in 2020. In addition, we lease divisional offices in Northern California and Colorado. The lease on the facility in Northern California consists of approximately 6,200 square feet and expires in September 2017. The lease on the facility in Colorado consists of approximately 5,000 square feet and expires in June 2018.businesses.

Item 3.

Legal Proceedings

None.Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Executive officers of the Registrantpart iI

Our executive officers’ ages, positions and brief accounts of their business experience as of February 21, 2014, are as follows:

NameItem 5.

Age

Position with the Company

Douglas F. Bauer

52Chief Executive Officer and Director

Thomas J. Mitchell

53President and Chief Operating Officer

Michael D. Grubbs

55Chief Financial Officer and Treasurer

Jeffrey D. Frankel

39Senior Vice President and Division President-Northern California

Matthew P. Osborn

43Senior Vice President and Division President-Colorado

Douglas F. Bauer has served as Chief Executive Officer since forming our company in April 2009. Prior to that Mr. Bauer served in various roles, including most recently President and Chief Operating Office, for William Lyon Homes. Mr. Bauer also serves on our Board of Directors.

Thomas J. Mitchell has served as our Chief Operating Officer and Secretary since forming our company in April 2009. Prior to that Mr. Mitchell served in various roles, including most recently Executive Vice President, for William Lyon Homes.

Michael D. Grubbs has served as our Chief Financial Officer and Treasurer since forming our company in April 2009. Prior to that Mr. Grubbs served in various roles, including most recently Senior Vice President and Chief Financial Officer, for William Lyon Homes.

Jeffrey D. Frankel has served as our Senior Vice President and Division President-Northern California since January 30, 2013. Mr. Frankel joined our company in November 2010 to form the Northern California Division. Prior to that Mr. Frankel worked in various capacities for William Lyon Homes, Bank of America and Comerica Bank.

Matthew P. Osborn has served as our Senior Vice President and Division President-Colorado since January 30, 2013. Mr. Osborn joined our company in August 2012 to lead the startup of the Colorado Division. Prior to that Mr. Osborn was the President and Chief Operating Officer of Village Homes, a Colorado community builder, since its inception in January 2010.

- 32 -


Part II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “TPH” and began trading on January 31, 2013.. The following table sets forth the high and low intra-day sales prices per share of our common stock for the periods indicated, as reported by the NYSE.

 

 

2015

 

  2013 

 

 

 

 

 

 

 

 

 

Dividends

 

Quarter Ended

  High   Low 

 

High

 

 

Low

 

 

Declared

 

March 31

  $21.25    $17.50  

 

$

16.57

 

 

$

13.48

 

 

$

 

June 30

  $21.18    $14.24  

 

$

16.15

 

 

$

13.94

 

 

$

 

September 30

  $14.30    $13.95  

 

$

15.70

 

 

$

12.89

 

 

$

 

December 31

  $20.29    $13.43  

 

$

14.60

 

 

$

12.28

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

Dividends

 

Quarter Ended

 

High

 

 

Low

 

 

Declared

 

March 31

 

$

20.00

 

 

$

16.19

 

 

$

 

June 30

 

$

17.45

 

 

$

14.71

 

 

$

 

September 30

 

$

16.45

 

 

$

12.78

 

 

$

 

December 31

 

$

15.42

 

 

$

12.59

 

 

$

 

- 41 -


The following performance graph shows a comparison of the cumulative total returns to stockholders of the Company, as compared with the Standard & Poor’s 500 Composite Stock Index and the Dow Jones Industry Group-U.S. Home Construction Index.

The performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any filing under the Securities Act of 1933, as amended, or Securitiesthe Exchange Act, of 1934, each as amended, except to the extent that we specifically incorporate it by reference.

Comparison of the Cumulative Total Stockholders’ Return

Among TRI Pointe Homes,Group, Inc., Thethe Standard & Poor’s 500 Composite Stock Index and

the Dow Jones Industry Group-U.S. Home Construction Index

 

 

- 33 -


The above graph is based upon common stock and index prices calculated as of the end of the year.dates indicated. The Company’s common stock closing price on December 31, 20132015 was $19.93$12.67 per share. The stock price performance of the Company’s common stock depicted in the graph above represents past performance only and is not necessarily indicative of future performance.

As of February 21, 2014,19, 2016, we had 11104 holders of record of our common stock. Pursuant to the Transaction Agreement, weWe have agreed to not paypaid any dividends in respect ofon our shares of capitalcommon stock without the prior consent of Weyerhaeuser until after the consummation of the Merger. Weand currently intend to retain our future earnings, if any, to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as our board of directors deems relevant. Accordingly, youstockholders may need to sell yourtheir shares of our common stock to realize a return on yourtheir investment, and youstockholders may not be able to sell yourtheir shares at or above the price youthey paid for them. See Part I, Item 1A, “Risk Factors—Risks Related to Ownership of Our Common Stock—we do not intend to pay dividends on our common stock for the foreseeable future” of this annual report on Form 10-K.

As discussed in Note 21, Subsequent Events, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K on January 27, 2016, our board of directors approved a $100 million stock repurchase program, effective January 26, 2016.  Under the program, the company may repurchase common stock with an aggregate value of up to $100 million through January 25, 2017.  As of this reporting date no shares have been repurchased under this program.  We are not obligated under the program to repurchase any specific number of shares, and we may modify, suspend or discontinue the program at any time.  Our management will determine the timing and amount of repurchase in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions and legal requirements.  Purchases of common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with federal securities laws.

 

- 3442 -



Item 6.

Selected Financial Data

The following sets forth our selected financial and operating data on a historical basis. You should read theThe following summary of selected financial data should be read in conjunction with our consolidated financial statements and the related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this annual report on Form 10-K.

Our historicalWRECO Transaction

For a description of the Merger, please see the “Explanatory Note” appearing before Part I, Item 1 of this annual report on Form 10-K.  The Merger is accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). For accounting purposes, the Merger is treated as a “reverse acquisition” and WRECO is considered the accounting acquirer. Accordingly, WRECO is reflected as the predecessor and acquirer and therefore the accompanying consolidated balance sheet information as of December 31, 2013, 2012 and 2011 and September 23, 2010, and consolidatedfinancial statements of operations information for the years ended December 31, 2013, 2012 and 2011, the period from September 24, 2010 (inception date of TRI Pointe Homes, LLC) through December 31, 2010 and the period from January 1, 2010 through September 23, 2010 (our predecessor) have been derived fromreflect the historical consolidated financial statements audited by Ernst & Young LLP, independent registered public accounting firm. From April 2009of WRECO for all periods presented and do not include the historical financial statements of legacy TRI Pointe prior to September 23, 2010, our principals were engaged primarily in the businessClosing Date.  Subsequent to the Closing Date and on a go forward basis, the consolidated financial statements reflect the results of constructing homes for independent third-party property owners through a number of different entities.the combined company.

 

      Period From
September 24,
2010
(Inception)
Through
December 31,
      Predecessor 
   Year Ended December 31,       Period From
January 1,
2010

Through
September 23,
 
   2013  2012  2011  2010      2010 
   (dollars in thousands, except per share amounts)        

Statement of Operations Data:

         

Home sales

  $247,091   $77,477   $13,525   $4,143      $—    

Cost of home sales

   (193,092  (63,688  (12,075  (3,773     —    
  

 

 

  

 

 

  

 

 

  

 

 

     

 

 

 

Homebuilding gross margin

   53,999    13,789    1,450    370       —    

Fee building gross margin

   1,082    149    150    814       2,665  

Sales and marketing

   (8,486  (4,636  (1,553  (408     (136

General and administrative

   (17,057  (6,772  (4,620  (1,875     (1,401

Organizational costs

   —      —      —      (1,061     —    

Transaction expense

   (4,087  —      —      —         —    

Other income (expense), net

   302    (24  (20  (15     (43

Provision for income taxes

   (10,379  —      —      —         0  
  

 

 

  

 

 

  

 

 

  

 

 

     

 

 

 

Net income (loss)

  $15,374   $2,506   $(4,593 $(2,175    $1,085  
  

 

 

  

 

 

  

 

 

  

 

 

     

 

 

 

Earnings (loss) per share(1)

         

Basic

  $0.50   $0.12   $(0.36     
  

 

 

  

 

 

  

 

 

      

Diluted

  $0.50   $0.12   $(0.36     
  

 

 

  

 

 

  

 

 

      

Operating Data-Owned Projects:

         

Net new home orders

   477    204    42    9       4  

New homes delivered

   396    144    36    11       —    

Average sales price of homes delivered

  $624   $538   $376   $377      $—    

Cancellation rate

   10  16  13  19     20

Average selling communities

   7.4    5.4    2.0    2.0       1.0  

Selling communities at end of period

   10    7    3    2       1  

Backlog at end of period, number of homes

   149    68    8    2       4  

Backlog at end of period, aggregate sales value

  $111,566   $33,287   $3,364   $696      $1,392  

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

2011

 

Statement of Operations Data:

 

(dollars in thousands, except per share amounts)

 

Homebuilding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenue

 

$

2,291,264

 

 

$

1,646,274

 

 

$

1,218,430

 

 

$

870,596

 

 

$

768,071

 

Land and lot sales revenue

 

 

101,284

 

 

 

47,660

 

 

 

52,261

 

 

 

192,489

 

 

 

66,703

 

Other operations

 

 

7,601

 

 

 

9,682

 

 

 

4,021

 

 

 

7,221

 

 

 

2,971

 

Total revenues

 

 

2,400,149

 

 

 

1,703,616

 

 

 

1,274,712

 

 

 

1,070,306

 

 

 

837,745

 

Cost of home sales

 

 

1,807,091

 

 

 

1,316,470

 

 

 

948,561

 

 

 

690,578

 

 

 

589,574

 

Cost of land and lot sales

 

 

34,844

 

 

 

37,560

 

 

 

38,052

 

 

 

116,143

 

 

 

36,542

 

Other operations

 

 

4,360

 

 

 

3,324

 

 

 

2,854

 

 

 

5,214

 

 

 

2,682

 

Impairments and lot option abandonments

 

 

1,930

 

 

 

2,515

 

 

 

345,448

 

(1)

 

3,591

 

 

 

11,019

 

Sales and marketing

 

 

116,217

 

 

 

103,600

 

 

 

94,521

 

 

 

78,022

 

 

 

71,587

 

General and administrative

 

 

117,496

 

 

 

82,358

 

 

 

74,244

 

 

 

75,583

 

 

 

71,348

 

Restructuring charges

 

 

3,329

 

 

 

10,543

 

 

 

10,938

 

 

 

2,460

 

 

 

2,801

 

Homebuilding income (loss) from operations

 

 

314,882

 

 

 

147,246

 

 

 

(239,906

)

 

 

98,715

 

 

 

52,192

 

Equity in income (loss) of unconsolidated entities

 

 

1,460

 

 

 

(278

)

 

 

2

 

 

 

2,490

 

 

 

1,584

 

Transaction expenses

 

 

 

 

 

(17,960

)

 

 

 

 

 

 

 

 

 

Other income (loss), net

 

 

858

 

 

 

(1,019

)

 

 

2,450

 

 

 

(1,576

)

 

 

496

 

Homebuilding income (loss) from continuing operations before

   taxes

 

 

317,200

 

 

 

127,989

 

 

 

(237,454

)

 

 

99,629

 

 

 

54,272

 

Financial Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

1,010

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

181

 

 

 

15

 

 

 

 

 

 

 

 

 

 

Equity in income (loss) of unconsolidated entities

 

 

1,231

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

Financial services income (loss) from continuing operations

   before taxes

 

 

2,060

 

 

 

(25

)

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before taxes

 

 

319,260

 

 

 

127,964

 

 

 

(237,454

)

 

 

99,629

 

 

 

54,272

 

(Provision) benefit for income taxes

 

 

(112,079

)

 

 

(43,767

)

 

 

86,161

 

(2)

 

(38,910

)

 

 

(19,333

)

Income (loss) from continuing operations

 

 

207,181

 

 

 

84,197

 

 

 

(151,293

)

 

 

60,719

 

 

 

34,939

 

Discontinued operations, net of income taxes

 

 

 

 

 

 

 

 

1,838

 

 

 

762

 

 

 

589

 

Net income (loss)

 

 

207,181

 

 

 

84,197

 

 

 

(149,455

)

 

 

61,481

 

 

 

35,528

 

Net income attributable to noncontrolling interests

 

 

(1,720

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

84,197

 

 

$

(149,455

)

 

$

61,481

 

 

$

35,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to TRI Pointe Group, Inc. common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

205,461

 

 

$

84,197

 

 

$

(151,293

)

 

$

61,481

 

 

$

34,939

 

Income from discontinued operations

 

 

 

 

 

 

 

 

1,838

 

 

 

762

 

 

 

589

 

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

84,197

 

 

$

(149,455

)

 

$

62,243

 

 

$

35,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

 

$

0.47

 

 

$

0.27

 

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

 

 

 

 

 

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

 

$

0.47

 

 

$

0.27

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

 

$

0.47

 

 

$

0.27

 

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

 

 

 

 

 

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

 

$

0.47

 

 

$

0.27

 

 

- 43 -


 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

2011

 

Operating Data-Owned Projects:

 

(dollars in thousands)

 

Net new home orders

 

 

4,181

 

 

 

2,947

 

 

 

3,055

 

 

 

2,665

 

 

 

1,902

 

New homes delivered

 

 

4,057

 

 

 

3,100

 

 

 

2,939

 

 

 

2,314

 

 

 

1,912

 

Average sales price of homes delivered

 

$

565

 

 

$

531

 

 

$

415

 

 

$

376

 

 

$

402

 

Cancellation rate

 

 

16

%

 

 

16

%

 

 

15

%

 

 

15

%

 

 

16

%

Average selling communities

 

 

115.9

 

 

 

99.1

 

 

 

85.5

 

 

 

71.9

 

 

 

74.6

 

Selling communities at end of period

 

 

104

 

 

 

108

 

 

 

89

 

 

 

68

 

 

 

69

 

Backlog at end of period, number of homes

 

 

1,156

 

 

 

1,032

 

 

 

897

 

 

 

781

 

 

 

430

 

Backlog at end of period, aggregate sales value

 

$

697,334

 

 

$

653,096

 

 

$

507,064

 

 

$

342,497

 

 

$

167,505

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

2011

 

Balance Sheet Data (at period end):

 

(in thousands)

 

Cash and cash equivalents

 

$

214,485

 

 

$

170,629

 

 

$

4,510

 

 

$

5,212

 

 

$

3,170

 

Real estate inventories

 

$

2,519,273

 

 

$

2,280,183

 

 

$

1,465,526

 

 

$

1,643,691

 

 

$

1,538,490

 

Total assets

 

$

3,138,071

 

 

$

2,889,838

 

 

$

1,910,464

 

 

$

1,999,537

 

 

$

1,933,849

 

Total debt, net

 

$

1,170,505

 

 

$

1,138,493

 

 

$

834,589

 

 

$

798,808

 

 

$

851,303

 

Total liabilities

 

$

1,451,608

 

 

$

1,417,362

 

 

$

1,084,947

 

 

$

1,005,810

 

 

$

1,044,142

 

Total equity

 

$

1,686,463

 

 

$

1,472,476

 

 

$

825,517

 

 

$

993,727

 

 

$

889,707

 

(1)

Basic

(1)

Includes $343.3 million of impairment and diluted earnings (loss) per sharerelated charges for eachCoyote Springs, a large master planned community north of Las Vegas, Nevada that was owned by Pardee Homes and excluded under the three years ended December 31, 2013 give effectTransaction Agreement.

(2)

The tax benefit was primarily the result of a loss from continuing operations due to the conversion of the Company’s members’ equity into common stock on January 30, 2013 as though the conversion had occurred as of the beginning of the reporting period or the original date of issuance, if later. The number of shares converted was based on the actual initial public offering price of $17.00 per share.Coyote Springs impairment.

 

- 3544 -


   December 31,   Period From
September 24,
2010
(Inception)
Through
December 31,
       Predecessor 
           Period From
January 1,
2010

Through
September 23,
 
   2013   2012   2011   2010       2010 
   (in thousands)         

Balance Sheet Data (at period end):

             

Cash and cash equivalents

  $35,261    $19,824    $10,164    $11,744       $6,029  

Real estate inventories

  $455,642    $194,083    $82,023    $14,108       $8,117  

Total assets

  $506,035    $217,516    $93,776    $30,096       $15,672  

Notes payable

  $138,112    $57,368    $6,873    $3,462       $4,494  

Total liabilities

  $183,729    $68,363    $11,285    $5,238       $4,983  

Total equity

  $322,306    $149,153    $82,491    $24,858       $10,689  

 

- 36 -


Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

YouThe following should be read the following in conjunction with the sections of this annual report on Form 10-K entitled “Explanatory Note,” “Risk Factors,” “Cautionary Note Concerning Forward-Looking Statements,” “Selected Financial Data” andData,” “Business” and our historical financial statements and related notes thereto included elsewhere in this annual report on Form 10-K. This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this annual report on Form 10-K. Our future results of operations, financial condition and cash flow will be significantly affected by the consummation

For a description of the WRECO Transactions, which is expected to occur nearMerger, please see the beginning of the third fiscal quarter of 2014. For additional information regarding the WRECO Transactions, you are encouraged to read the information included in the Registration Statement, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations for WRECO,” as well as the sections"Explanatory Note" appearing before Part I, Item 1 of this annual report on Form 10-K entitled “Cautionary Note Concerning Forward-Looking Statements,” “Business –10-K.  The Merger is accounted for in accordance with ASC 805.  For accounting purposes, the Merger is treated as a "reverse acquisition" and WRECO Transactions,”is considered the accounting acquirer.  Accordingly, WRECO is reflected as the predecessor and “Risk Factors.”acquirer and therefore the accompanying consolidated financial statements reflect the historical consolidated financial statements of WRECO for all periods presented and do not include the historical financial statements of legacy TRI Pointe prior to the Closing Date. Subsequent to the Closing Date and on a go forward basis, the consolidated financial statements reflect the results of the combined company.  

- 45 -


Consolidated Financial Data (in thousands)thousands, except share and per share amounts):

 

   Year Ended December 31, 
   2013  2012  2011 

Revenues:

    

Home sales

  $247,091   $77,477   $13,525  

Fee building

   10,864    1,073    5,804  
  

 

 

  

 

 

  

 

 

 

Total revenues

   257,955    78,550    19,329  
  

 

 

  

 

 

  

 

 

 

Expenses:

    

Cost of home sales

   193,092    63,688    12,075  

Fee building

   9,782    924    5,654  

Sales and marketing

   8,486    4,636    1,553  

General and administrative

   17,057    6,772    4,620  
  

 

 

  

 

 

  

 

 

 

Total expenses

   228,417    76,020    23,902  
  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

   29,538    2,530    (4,573

Transaction expense (Note 1)

   (4,087  —      —    

Other income (expense), net

   302    (24  (20
  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes

   25,753    2,506    (4,593

Provision for income taxes

   (10,379  —      —    
  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $15,374   $2,506   $(4,593
  

 

 

  

 

 

  

 

 

 

 

 

Year Ended December 31,

 

 

 

 

2015

 

 

2014

 

 

2013

 

 

Homebuilding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenue

 

$

2,291,264

 

 

$

1,646,274

 

 

$

1,218,430

 

 

Land and lot sales revenue

 

 

101,284

 

 

 

47,660

 

 

 

52,261

 

 

Other operations

 

 

7,601

 

 

 

9,682

 

 

 

4,021

 

 

Total revenues

 

 

2,400,149

 

 

 

1,703,616

 

 

 

1,274,712

 

 

Cost of home sales

 

 

1,807,091

 

 

 

1,316,470

 

 

 

948,561

 

 

Cost of land and lot sales

 

 

34,844

 

 

 

37,560

 

 

 

38,052

 

 

Other operations

 

 

4,360

 

 

 

3,324

 

 

 

2,854

 

 

Impairments and lot option abandonments

 

 

1,930

 

 

 

2,515

 

 

 

345,448

 

(1)

Sales and marketing

 

 

116,217

 

 

 

103,600

 

 

 

94,521

 

 

General and administrative

 

 

117,496

 

 

 

82,358

 

 

 

74,244

 

 

Restructuring charges

 

 

3,329

 

 

 

10,543

 

 

 

10,938

 

 

Homebuilding income (loss) from operations

 

 

314,882

 

 

 

147,246

 

 

 

(239,906

)

 

Equity in income (loss) of unconsolidated entities

 

 

1,460

 

 

 

(278

)

 

 

2

 

 

Transaction expenses

 

 

 

 

 

(17,960

)

 

 

 

 

Other income (loss), net

 

 

858

 

 

 

(1,019

)

 

 

2,450

 

 

Homebuilding income (loss) from continuing operations before taxes

 

 

317,200

 

 

 

127,989

 

 

 

(237,454

)

 

Financial Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

1,010

 

 

 

 

 

 

 

 

Expenses

 

 

181

 

 

 

15

 

 

 

 

 

Equity in income (loss) of unconsolidated entities

 

 

1,231

 

 

 

(10

)

 

 

 

 

Financial services income (loss) from continuing operations before taxes

 

 

2,060

 

 

 

(25

)

 

 

 

 

Income (loss) from continuing operations before taxes

 

 

319,260

 

 

 

127,964

 

 

 

(237,454

)

 

(Provision) benefit for income taxes

 

 

(112,079

)

 

 

(43,767

)

 

 

86,161

 

(2)

Income (loss) from continuing operations

 

 

207,181

 

 

 

84,197

 

 

 

(151,293

)

 

Discontinued operations, net of income taxes

 

 

 

 

 

 

 

 

1,838

 

 

Net income (loss)

 

 

207,181

 

 

 

84,197

 

 

 

(149,455

)

 

Net income attributable to noncontrolling interests

 

 

(1,720

)

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

84,197

 

 

$

(149,455

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to TRI Pointe Group, Inc. common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

205,461

 

 

$

84,197

 

 

$

(151,293

)

 

Income from discontinued operations

 

 

 

 

 

 

 

 

1,838

 

 

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

84,197

 

 

$

(149,455

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

 

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

 

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

161,692,152

 

 

 

145,044,351

 

 

 

129,700,000

 

 

Diluted

 

 

162,319,758

 

 

 

145,531,289

 

 

 

129,700,000

 

 

(1)

Includes $343.3 million of impairment and related charges for Coyote Springs, a large master planned community north of Las Vegas, Nevada that was owned by Pardee Homes and excluded under the Transaction Agreement.

(2)

The tax benefit was primarily the result of a loss from continuing operations due to the Coyote Springs impairment.

 

- 3746 -


Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014

Net New Home Orders, Average Selling Communities and Backlog (dollars in thousands)Monthly Absorption Rates by Segment

 

   Year Ended
December 31,
  Increase (Decrease) 
   2013  2012  Amount  % 

Net new home orders

   477    204    273    134

Cancellation rate

   10  16  (6)%   (38)% 

Average selling communities

   7.4    5.4    2.0    37

Selling communities at end of period

   10    7    3    43

Backlog (dollar value)

  $111,566   $33,287   $78,279    235

Backlog (units)

   149    68    81    119

Average sales price of backlog

  $749   $490   $259    53

 

 

Year Ended December 31, 2015

 

 

Year Ended December 31, 2014

 

 

Percentage Change

 

 

 

Net New

 

 

Average

 

 

Monthly

 

 

Net New

 

 

Average

 

 

Monthly

 

 

Net New

 

 

Average

 

 

Monthly

 

 

 

Home

 

 

Selling

 

 

Absorption

 

 

Home

 

 

Selling

 

 

Absorption

 

 

Home

 

 

Selling

 

 

Absorption

 

 

 

Orders

 

 

Communities

 

 

Rates

 

 

Orders

 

 

Communities

 

 

Rates

 

 

Orders

 

 

Communities

 

 

Rates

 

Maracay Homes

 

 

578

 

 

 

16.6

 

 

 

2.9

 

 

 

385

 

 

 

16.4

 

 

 

2.0

 

 

 

50

%

 

 

1

%

 

 

48

%

Pardee Homes

 

 

1,186

 

 

 

23.1

 

 

 

4.3

 

 

 

970

 

 

 

20.2

 

 

 

4.0

 

 

 

22

%

 

 

14

%

 

 

7

%

Quadrant Homes

 

 

441

 

 

 

10.7

 

 

 

3.4

 

 

 

337

 

 

 

12.2

 

 

 

2.3

 

 

 

31

%

 

 

(12

)%

 

 

49

%

Trendmaker Homes

 

 

457

 

 

 

25.1

 

 

 

1.5

 

 

 

557

 

 

 

24.0

 

 

 

1.9

 

 

 

(18

)%

 

 

5

%

 

 

(20

)%

TRI Pointe Homes

 

 

1,107

 

 

 

26.9

 

 

 

3.4

 

 

 

359

 

 

 

9.2

 

 

 

3.3

 

 

 

208

%

 

 

192

%

 

 

4

%

Winchester Homes

 

 

412

 

 

 

13.5

 

 

 

2.5

 

 

 

339

 

 

 

17.1

 

 

 

1.7

 

 

 

22

%

 

 

(21

)%

 

 

50

%

Total

 

 

4,181

 

 

 

115.9

 

 

 

3.0

 

 

 

2,947

 

 

 

99.1

 

 

 

2.5

 

 

 

42

%

 

 

17

%

 

 

20

%

Net new home orders for the year ended December 31, 20132015 increased 134%42% to 477,4,181, compared to 2042,947 during the prior year. Our overall “absorption rate” (the rate at which home orders are contracted, net of cancellations) for the year ended December 31, 2013 was 64.5 per average selling community (5.37 monthly), compared to 37.8 per average selling community (3.15 monthly) during the prior year. Our cancellation rate of buyers for our owned projects who contracted to buy a home but did not close escrow (as a percentage of overall orders) was approximately 10% for the year ended December 31, 2013 as compared to 16% during the prior year. We experienced substantial order growth primarily due to an increase in our average selling community count and an increase in our absorption rate. Our average number of selling communities increased by 2.0 communities from 5.4 for the year ended December 31, 2012 to 7.4 for the year ended December 31, 2013.  The increase in net new home orders positively impactedwas due to a 20% increase in absorption rates and a 17% increase in average selling communities. Net new home orders increased at all but one of our numberreporting segments, highlighted by the addition of homesTRI Pointe Homes for the full year ended December 31, 2015 resulting in backlog, which is discussed below. We expect that our1,107 net new home orders compared to 359 in the prior year period. Trendmaker Homes in Houston reported an 18% decline in net new home orders compared to the prior year period resulting from a slowdown in the premium housing market in Houston as a result of uncertainty around the oil and backlog increases will have a positive impact on revenues and cash flow in future periods.gas industry.

Backlog reflectsUnits, Dollar Value and Average Sales Price by Segment (dollars in thousands)

 

 

As of December 31, 2015

 

 

As of December 31, 2014

 

 

Percentage Change

 

 

 

 

 

 

 

Backlog

 

 

Average

 

 

 

 

 

 

Backlog

 

 

Average

 

 

 

 

 

 

Backlog

 

 

Average

 

 

 

Backlog

 

 

Dollar

 

 

Sales

 

 

Backlog

 

 

Dollar

 

 

Sales

 

 

Backlog

 

 

Dollar

 

 

Sales

 

 

 

Units

 

 

Value

 

 

Price

 

 

Units

 

 

Value

 

 

Price

 

 

Units

 

 

Value

 

 

Price

 

Maracay Homes

 

 

203

 

 

$

82,171

 

 

$

405

 

 

 

105

 

 

$

40,801

 

 

$

389

 

 

 

93

%

 

 

101

%

 

 

4

%

Pardee Homes

 

 

274

 

 

 

200,588

 

 

 

732

 

 

 

218

 

 

 

147,044

 

 

 

675

 

 

 

26

%

 

 

36

%

 

 

9

%

Quadrant Homes

 

 

143

 

 

 

72,249

 

 

 

505

 

 

 

113

 

 

 

51,568

 

 

 

456

 

 

 

27

%

 

 

40

%

 

 

11

%

Trendmaker Homes

 

 

136

 

 

 

72,604

 

 

 

534

 

 

 

218

 

 

 

114,948

 

 

 

527

 

 

 

(38

)%

 

 

(37

)%

 

 

1

%

TRI Pointe Homes

 

 

290

 

 

 

192,097

 

 

 

662

 

 

 

243

 

 

 

192,802

 

 

 

793

 

 

 

19

%

 

 

(0

)%

 

 

(17

)%

Winchester Homes

 

 

110

 

 

 

77,625

 

 

 

706

 

 

 

135

 

 

 

105,933

 

 

 

785

 

 

 

(19

)%

 

 

(27

)%

 

 

(10

)%

Total

 

 

1,156

 

 

$

697,334

 

 

$

603

 

 

 

1,032

 

 

$

653,096

 

 

$

633

 

 

 

12

%

 

 

7

%

 

 

(5

)%

Backlog units reflect the number of homes, net of actual cancellations experienced during the period, for which we have entered into a sales contract with a customerhomebuyer but for which we have not yet delivered the home. Homes in backlog are generally closeddelivered within three to nine months, although we may experience cancellations of sales contracts prior to closing. The increase in backlog unitsdelivery. Our cancellation rate of 81 homeshomebuyers who contracted to buy a home but did not close escrow (as a percentage of overall orders) was driven byconsistent at 16% for each of the 134% increase in net new home orders during the yearyears ended December 31, 2013 as compared to the previous year.2015 and 2014. The dollar value of backlog increased $78.3 million, or 235%, as of December 31, 2013 from $33.3was approximately $697.3 million as of December 31, 2012.2015, an increase of $44.2 million, or 7%, compared to $653.1 million as of December 31, 2014.  This increase reflectsis due to an increase in the number of homes in backlog of 81,124, or 119%12%, to 1491,156 homes as of December 31, 20132015 from 681,032 homes as of December 31, 2012 and an2014.  The increase in backlog units was slightly offset by a decrease in the average sales price of homes in backlog of $259,000,$30,000, or 53 %,5%, to $749,000$603,000 as of December 31, 2013 compared2015.  

- 47 -


New Homes Delivered, Homes Sales Revenue and Average Sales Price by Segment (dollars in thousands)

 

 

Year Ended December 31, 2015

 

 

Year Ended December 31, 2014

 

 

Percentage Change

 

 

 

New

 

 

Home

 

 

Average

 

 

New

 

 

Home

 

 

Average

 

 

New

 

 

Home

 

 

Average

 

 

 

Homes

 

 

Sales

 

 

Sales

 

 

Homes

 

 

Sales

 

 

Sales

 

 

Homes

 

 

Sales

 

 

Sales

 

 

 

Delivered

 

 

Revenue

 

 

Price

 

 

Delivered

 

 

Revenue

 

 

Price

 

 

Delivered

 

 

Revenue

 

 

Price

 

Maracay Homes

 

 

480

 

 

$

185,645

 

 

$

387

 

 

 

396

 

 

$

150,689

 

 

$

381

 

 

 

21

%

 

 

23

%

 

 

2

%

Pardee Homes

 

 

1,130

 

 

 

606,161

 

 

 

536

 

 

 

1,032

 

 

 

486,176

 

 

 

471

 

 

 

10

%

 

 

25

%

 

 

14

%

Quadrant Homes

 

 

411

 

 

 

180,772

 

 

 

440

 

 

 

320

 

 

 

134,304

 

 

 

420

 

 

 

28

%

 

 

35

%

 

 

5

%

Trendmaker Homes

 

 

539

 

 

 

275,658

 

 

 

511

 

 

 

561

 

 

 

278,038

 

 

 

496

 

 

 

(4

)%

 

 

(1

)%

 

 

3

%

TRI Pointe Homes

 

 

1,060

 

 

 

774,005

 

 

 

730

 

 

 

404

 

 

 

324,219

 

 

 

803

 

 

 

162

%

 

 

139

%

 

 

(9

)%

Winchester Homes

 

 

437

 

 

 

269,023

 

 

 

616

 

 

 

387

 

 

 

272,848

 

 

 

705

 

 

 

13

%

 

 

(1

)%

 

 

(13

)%

Total

 

 

4,057

 

 

$

2,291,264

 

 

$

565

 

 

 

3,100

 

 

$

1,646,274

 

 

$

531

 

 

 

31

%

 

 

39

%

 

 

6

%

Home sales revenue increased $645.0 million, or 39%, to $490,000 as of$2.3 billion for the year ended December 31, 2012.2015 from $1.6 billion for the prior year period. The increase was comprised of: (i) $508.2 million related to an increase in homes delivered to 4,057 for the year ended December 31, 2015 from 3,100 in the prior year; and (ii) $136.8 million due to a 6% increase in the average sales price of homes in backlog was the result of increased pricing power and a change in product mixdelivered to more move-up product at our new communities compared to the prior year. The increase in the dollar amount of backlog of homes sold but not closed as described above generally results in an increase in operating revenues in subsequent periods.

New Homes Delivered and Home Sales (dollars in thousands)

   Year Ended
December 31,
   Increase (Decrease) 
   2013   2012   Amount   % 

New homes delivered

   396     144     252     175

Home sales

  $247,091    $77,477    $169,614     219

Average sales price of homes delivered

  $624    $538    $86     16

New home deliveries increased 252, or 175%, to 396 during$565,000 for the year ended December 31, 20132015 from 144 during$531,000 in the prior year. Home sales revenue was either up or relatively flat at all six of our homebuilding brands for the year ended December 31, 2015 compared to the prior year period.  The increase in new home deliveries was primarily attributable to the increase in net new home orders and units in backlog due toaddition of legacy TRI Pointe Homes for the increase in the average number of selling communities. Home sales revenue increased $169.6 million, or 219%, to $247.1 million for thefull year ended December 31, 2013 from $77.5 million for2015 compared to partial prior year activity due to the prior year.timing of the Merger in July, 2014.  The increase was primarily attributable to: (i) anaddition of full year legacy TRI Pointe Homes resulted in a 656 increase in revenue of $135.5new homes delivered and a $450 million due to a 175% increase in homes closedhome sales revenue, a 162% and 139% increase, respectively, compared to 396 for the year ended December 31, 2013 from 144 for thesame prior year and (ii) an increase in revenues of $34.1 million related to an increase in average sales price of $86,000 per unit to $624,000 for the year ended December 31, 2013 from $538,000 for the prior year. The increase in the average sales price of homes delivered was attributable to increased pricing power and a change in product mix to more move-up product at our new communities for the year ended December 31, 2013.

period.

- 38 -


Homebuilding Gross Margins (dollars in thousands)

 

 

Year Ended December 31,

 

  Year Ended
December 31,
 

 

2015

 

 

%

 

 

2014

 

 

%

 

  2013 % 2012 % 

Home sales

  $247,091   100.0 $77,477   100.0

Home sales revenue

 

$

2,291,264

 

 

 

100.0

%

 

$

1,646,274

 

 

 

100.0

%

Cost of home sales

   193,092   78.1 63,688   82.2

 

 

1,807,091

 

 

 

78.9

%

 

 

1,316,470

 

 

 

80.0

%

  

 

  

 

  

 

  

 

 

Homebuilding impairments and lot option abandonments

 

 

1,685

 

 

 

0.1

%

 

 

2,147

 

 

 

0.1

%

Homebuilding gross margin

   53,999    21.9  13,789    17.8

 

 

482,488

 

 

 

21.1

%

 

 

327,657

 

 

 

19.9

%

Add: interest in cost of home sales

   2,158    0.8  872    1.1

 

 

44,299

 

 

 

1.9

%

 

 

28,354

 

 

 

1.7

%

  

 

  

 

  

 

  

 

 

Add: impairments and lot option abandonments

 

 

1,685

 

 

 

0.1

%

 

 

2,147

 

 

 

0.1

%

Adjusted homebuilding gross margin(1)

  $56,157    22.7 $14,661    18.9

 

$

528,472

 

 

 

23.1

%

 

$

358,158

 

 

 

21.8

%

  

 

  

 

  

 

  

 

 

Homebuilding gross margin percentage

   21.9   17.8 

 

 

21.1

%

 

 

 

 

 

 

19.9

%

 

 

 

 

  

 

   

 

  

Adjusted homebuilding gross margin percentage(1)

   22.7   18.9 

 

 

23.1

%

 

 

 

 

 

 

21.8

%

 

 

 

 

  

 

   

 

  

 

(1)

(1)

Non-GAAP financial measure (as discussed below).

Homebuilding gross margin represents home sales revenue less cost of home sales. Cost of home sales increased $129.4 million, or 203%, to $193.1 million for the year ended December 31, 2013 from $63.7 million for the prior year. The increase was primarily due to a 175% increase in the number of homes delivered and the product mix of homes delivered from new communities in 2013. Our homebuilding gross margin percentage increased to 21.9%21.1% for the year ended December 31, 20132015 as compared to 17.8%19.9% for the prior year primarily dueperiod. The prior year margin was impacted by a $17.2 million or 100 basis point noncash purchase accounting adjustment related to price increasesthe fair value increase to legacy TRI Pointe’s inventory as a result of the Merger.  Excluding interest and the product mix of homes delivered from new communities in 2013.

Excluding interestimpairment and lot option abandonments in cost of home sales, adjusted homebuilding gross margin percentage was 22.7%23.1% for the year ended December 31, 2013,2015 compared to 18.9%21.8% for the prior year. year period.  The increase in the adjusted homebuilding gross margin was consistent with the change in homebuilding gross margin described above.

Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe this information is meaningful as it isolates the impact that leverage hasand non-cash charges have on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the nearest GAAP equivalent.

Fee Building

- 48 -


Land and Lot Gross Margins (dollars in thousands)

 

   Year Ended
December 31,
 
   2013   %  2012   % 

Fee building home sales

  $10,864     100.0 $1,073     100.0

Fee building cost of home sales

   9,782     90.0  924     86.1
  

 

 

   

 

 

  

 

 

   

 

 

 

Fee building gross margin

   1,082     10.0  149     13.9
  

 

 

   

 

 

  

 

 

   

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

%

 

 

2014

 

 

%

 

Land and lot sales revenue

 

$

101,284

 

 

 

100.0

%

 

$

47,660

 

 

 

100.0

%

Cost of land and lot sales

 

 

34,844

 

 

 

34.4

%

 

 

37,560

 

 

 

78.8

%

Land and lot impairments and lot options abandonments

 

 

245

 

 

 

0.2

%

 

 

346

 

 

 

0.7

%

Land and lot gross margin

 

 

66,195

 

 

 

65.4

%

 

 

9,754

 

 

 

20.5

%

Add:  interest in cost of land and lot sales

 

 

816

 

 

 

0.8

%

 

 

23,791

 

 

 

49.9

%

Add:  impairments and land and lot assets

 

 

245

 

 

 

0.2

%

 

 

346

 

 

 

0.7

%

Adjusted land and lot gross margin(1)

 

$

67,256

 

 

 

66.4

%

 

$

33,891

 

 

 

71.1

%

Land and lot gross margin percentage

 

 

65.4

%

 

 

 

 

 

 

20.5

%

 

 

 

 

Adjusted land and lot gross margin percentage(1)

 

 

66.4

%

 

 

 

 

 

 

71.1

%

 

 

 

 

In 2013, we completed one fee building project located in Carpinteria, California, whereby all homes were completed

(1)

Non-GAAP financial measure (as discussed below).

Our land and deliveredlot gross margin percentage increased to the third-party property owner. In addition, we earned management fees for another project in Moorpark, California. Fee building revenue, which was all recorded in Southern California, increased $9.8 million, or 912%, to $10.9 million65.4% for the year ended December 31, 2013 from $1.1 million2015 as compared to 20.5% for the prior year. Fee building cost increased $8.9 million, or 959%, to $9.8 million for the year ended December 31, 2013 from $924,000 for the prior year. Fee buildingperiod.  The increase in land and lot sales revenue and cost increased primarilygross margin percentage were mainly due to the two new fee building projects mentioned above. Fee buildingsale of a 15.72 acre employment center located in the Pacific Highlands Ranch community in the San Diego, California division of our Pardee Homes reporting segment.  The sale was completed in June for $53 million in cash.  The transaction included significant gross margins due to the low land basis of the Pacific Highlands Ranch community which was acquired in 1981.

Adjusted land and lot gross margin representsis a non-GAAP financial measure. We believe this information is meaningful as it isolates the net fee income earned relatedimpact that leverage and non-cash charges have on land and lot gross margin and permits investors to make better comparisons with our fee building projects. As of December 31, 2013 we have completed all construction activity relatedcompetitors, who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to these fee building projectsland and do not expect material fee building activity inlot gross margin, the future.

nearest GAAP equivalent.

- 39 -


Selling,Sales and Marketing, General and Administrative Expense (dollars in thousands)

 

 

Year Ended

 

 

As a Percentage of

 

  Year Ended
December 31,
   As a Percentage of
Home Sales Revenue
 

 

December 31,

 

 

Home Sales Revenue

 

  2013   2012   2013 2012 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Sales and marketing

  $8,486    $4,636     3.4 6.0

 

$

116,217

 

 

$

103,600

 

 

 

5.1

%

 

 

6.3

%

General and administrative (“G&A”)

   17,057     6,772     6.9 8.7
  

 

   

 

   

 

  

 

 

General and administrative (G&A)

 

 

117,496

 

 

 

82,358

 

 

 

5.1

%

 

 

5.0

%

Total sales and marketing and G&A

  $25,543    $11,408     10.3  14.7

 

$

233,713

 

 

$

185,958

 

 

 

10.2

%

 

 

11.3

%

  

 

   

 

   

 

  

 

 

Sales and marketing expense increased $3.9 million, or 83%,decreased to $8.5 million for the year ended December 31, 2013 from $4.6 million for the prior year. The increase in sales and marketing expense was primarily attributable to over a 100% increase in the number of net new homes ordered and homes delivered and a 37% increase in the average number of selling communities during the year ended December 31, 2013 compared to the prior year. Sales and marketing expense was 3.4% and 6.0% of home sales revenue for the years ended December 31, 2013 and 2012, respectively.

General and administrative expenses increased $10.3 million, or 152%, to $17.1 million for the year ended December 31, 2013 from $6.8 million for the prior year. The increase was primarily attributed to (i) an increase of $5.5 million in our compensation-related expenses resulting largely from an 106% increase in our office headcount to 74 employees as of December 31, 2013 compared to 36 as of December 31, 2012, (ii) an increase of $1.9 million in stock-based compensation primarily due to option and restricted share unit awards granted in 2013, (iii) an increase of $1.6 million in legal, accounting and other professional fees to support our growth as a new public company in 2013 and (iv) an increase of $1.3 million in insurance, rent, office, business taxes and other related costs to support our growth during 2013. Our general and administrative expense as a percentage of home sales revenue was 6.9% and 8.7% for the year ended December 31, 2013 and 2012, respectively.

Total sales and marketing and G&A expenses (“SG&A”) increased $14.1 million, or 124%, to $25.5 million for the year ended December 31, 2013 from $11.4 million in the prior year. We recognized significant operational efficiencies in 2013 represented by our SG&A expense, which improved to 10.3%5.1% of home sales revenue for the year ended December 31, 20132015 from 6.3% of home sales revenue for the year ended December 31, 2014 mainly due to the addition of full year TRI Pointe Homes which has a lower sales and marketing expense as a percentage of home sales revenue due primarily to higher average sales prices per community.  In addition, we experienced efficiencies in our sales and marketing spending due to the 20% increase in our absorption rates. Sales and marketing expense increased $12.6 million, or 12%, to $116.2 million for the year ended December 31, 2015 from $103.6 million for the prior year period. The increase in sales and marketing expense was related primarily to the increase in new home deliveries compared to 14.7%the prior year and the addition of TRI Pointe Homes for the full year compared to the prior year with no comparable amounts before the Merger.

General and administrative expense increased by $35.1 million to $117.5 million for the year ended December 31, 2015 from $82.4 million for the prior year ended December 31, 2014.  General and administrative expense increased slightly to 5.1% of home sales revenue for the year ended December 31, 2015 from 5.0% of home sales revenue for the same period in 2012.the prior year. The increase in general and administrative expenses is primarily related to the addition of TRI Pointe Homes with no comparable amounts in the prior year before the Merger.

Total sales and marketing and G&A (“SG&A”) expense increased $47.7 million, or 26%, to $233.7 million for the year ended December 31, 2015 from $186.0 million in the prior year period, but improved to 10.2% of home sales revenue from 11.3% for the years ended December 31, 2015 and 2014, respectively.

- 49 -


Restructuring Charges

Restructuring charges decreased to $3.3 million for the year ended December 31, 2015 compared to $10.5 million in the same period in the prior year.  The decrease was mainly due to higher employee-related restructuring costs in 2014 related to retention, severance and related costs in connection with the Merger.    

Transaction ExpenseExpenses

As a result of the WRECO Transactions,Merger, the Company has incurred due diligenceadvisory, financing, integration and other related transaction expenses during the year ended December 31, 2014 of $4.1$18.0 million. During 2014 we expect toWe did not incur additional expenseany transaction related toexpenses during the WRECO Transactions.

Other Income (Expense), Net

Other income (expense), net, increased to $302,000 of other income for the yearyears ended December 31, 2013 compared to ($24,000) of expense for the prior year period. The change was primarily due to increased interest and dividend income as result of higher cash and cash equivalents balances during the year due to the net cash proceeds received from our IPO in January 2013.2015.

Other ItemsInterest

Interest, which was incurred principally to finance the Merger, land acquisitions, land development and home construction, totaled $3.1$61.0 million and $2.1$41.7 million for the yearyears ended December 31, 20132015 and 2012, respectively, all2014, respectively. The capitalized portion of whichinterest incurred was capitalized to real estate inventory.$61.0 million and $39.0 million for the years ended December 31, 2015 and 2014, respectively. The increase in interest incurred during the year ended December 31, 20132015 as compared to the prior year period was primarily attributable to ouran increase in our outstanding debt whichfor the full year in 2015 compared to a partial prior year period, as the senior note debt was issued in June of 2014.

All interest incurred in 2015 was capitalized.  Interest expense was $2.7 million for the resultyear ended December 31, 2014.  Interest expense is included in other income (loss), net on the consolidated statements of the increase in the number of active projects and the growth in our real estate inventory.operations.

Income Tax

For the year ended December 31, 2013,2015, we have recorded a tax provision of $10.4$112.1 million based on an effective tax rate of 40%35.1%. For the year ended December 31, 2014, we recorded a tax provision of $43.8 million based on an effective tax rate of 34.2%. The Company reorganizedincrease in our provision for income tax was primarily the result of the increase in income from a Delaware limited liability company into a Delaware corporation during the first quarter or 2013, therefore there was no tax provision recordedoperations for the year ended December 31, 2012.

2015.

Financial Services Segment

- 40 -


Net Income

As from our financial services operations increased to $2.1 million for the year ended December 31, 2015 compared to a resultloss of $25,000 in the foregoing factors, netsame period in the prior year.  The increase in financial services income for the year ended December 31, 2013 was $15.4 million compared2015 primarily relates to net income for the year ended December 31, 2012growth of $2.5 million.our mortgage financing and title services operations.  Both our mortgage financing and title service operations were started in late 2014 and therefore had minimal activity in 2014.

- 50 -


Lots Owned andor Controlled by Segment

Excluded from owned or controlled lots are those related to Note 8, Investments in Unconsolidated Entities, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.  The table below summarizes our lots owned andor controlled by segment as of the dates presented:

 

   December 31,   Increase (Decrease) 
   2013   2012   Amount  % 

Lots Owned

       

Southern California

   1,072     520     552    106

Northern California

   947     198     749    378

Colorado

   263     57     206    361
  

 

 

   

 

 

   

 

 

  

 

 

 

Total

   2,282     775     1,507    194
  

 

 

   

 

 

   

 

 

  

 

 

 

Lots Controlled(1)

       

Southern California

   674     257     417    162

Northern California

   192     322     (130  (40)% 

Colorado

   318     196     122    62
  

 

 

   

 

 

   

 

 

  

 

 

 

Total

   1,184     775     409    53
  

 

 

   

 

 

   

 

 

  

 

 

 

Total Lots Owned and Controlled(1)

   3,466     1,550     1,916    124
  

 

 

   

 

 

   

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

 

December 31,

 

 

(Decrease)

 

 

 

2015

 

 

2014

 

 

Amount

 

 

%

 

Lots Owned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

 

1,566

 

 

 

1,280

 

 

 

286

 

 

 

22

%

Pardee Homes

 

 

16,314

 

 

 

17,354

 

 

 

(1,040

)

 

 

(6

)%

Quadrant Homes

 

 

1,027

 

 

 

973

 

 

 

54

 

 

 

6

%

Trendmaker Homes

 

 

1,367

 

 

 

805

 

 

 

562

 

 

 

70

%

TRI Pointe Homes

 

 

2,504

 

 

 

2,868

 

 

 

(364

)

 

 

(13

)%

Winchester Homes

 

 

1,955

 

 

 

2,255

 

 

 

(300

)

 

 

(13

)%

Total

 

 

24,733

 

 

 

25,535

 

 

 

(802

)

 

 

(3

)%

Lots Controlled(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

 

245

 

 

 

705

 

 

 

(460

)

 

 

(65

)%

Pardee Homes

 

 

365

 

 

 

285

 

 

 

80

 

 

 

28

%

Quadrant Homes

 

 

247

 

 

 

571

 

 

 

(324

)

 

 

(57

)%

Trendmaker Homes

 

 

491

 

 

 

1,268

 

 

 

(777

)

 

 

(61

)%

TRI Pointe Homes

 

 

1,124

 

 

 

858

 

 

 

266

 

 

 

31

%

Winchester Homes

 

 

397

 

 

 

496

 

 

 

(99

)

 

 

(20

)%

Total

 

 

2,869

 

 

 

4,183

 

 

 

(1,314

)

 

 

(31

)%

Total Lots Owned or Controlled(1)

 

 

27,602

 

 

 

29,718

 

 

 

(2,116

)

 

 

(7

)%

 

(1)

(1)

As of December 31, 2013,2015 and 2014, lots controlled includesincluded lots that arewere under land option contracts or purchase contracts.  As of December 31, 2012, lots controlled included lots that were under a land option contract, purchase contract or a non-binding letter of intent.

 

- 41 -


Year Ended December 31, 20122014 Compared to Year Ended December 31, 20112013

Net New Home Orders, Average Selling Communities and Backlog (dollars in thousands)Monthly Absorption Rates by Segment

 

   Year Ended
December 31,
  Increase (Decrease) 
   2012  2011  Amount      %     

Net new home orders

   204    42    162    386

Cancellation rate

   16  13  3  23

Average selling communities

   5.4    2.0    3.4    170

Selling communities at end of period

   7    3    4    133

Backlog (dollar value)

  $33,287   $3,364   $29,923    890

Backlog (units)

   68    8    60    750

Average sales price of backlog

  $490   $421   $69    16

 

 

Year Ended December 31, 2014

 

 

Year Ended December 31, 2013

 

 

Percentage Change

 

 

 

Net New

 

 

Average

 

 

Monthly

 

 

Net New

 

 

Average

 

 

Monthly

 

 

Net New

 

 

Average

 

 

Monthly

 

 

 

Home

 

 

Selling

 

 

Absorption

 

 

Home

 

 

Selling

 

 

Absorption

 

 

Home

 

 

Selling

 

 

Absorption

 

 

 

Orders

 

 

Communities

 

 

Rates

 

 

Orders

 

 

Communities

 

 

Rates

 

 

Orders

 

 

Communities

 

 

Rates

 

Maracay Homes

 

 

385

 

 

 

16.4

 

 

 

2.0

 

 

 

488

 

 

 

12.8

 

 

 

3.2

 

 

 

(21

)%

 

 

28

%

 

 

(38

)%

Pardee Homes

 

 

970

 

 

 

20.2

 

 

 

4.0

 

 

 

1,152

 

 

 

17.9

 

 

 

5.4

 

 

 

(16

)%

 

 

13

%

 

 

(25

)%

Quadrant Homes

 

 

337

 

 

 

12.2

 

 

 

2.3

 

 

 

354

 

 

 

12.2

 

 

 

2.4

 

 

 

(5

)%

 

 

0

%

 

 

(5

)%

Trendmaker Homes

 

 

557

 

 

 

24.0

 

 

 

1.9

 

 

 

649

 

 

 

22.0

 

 

 

2.5

 

 

 

(14

)%

 

 

9

%

 

 

(21

)%

TRI Pointe Homes

 

 

359

 

 

 

9.2

 

 

 

3.3

 

 

 

 

 

 

 

 

 

 

 

N/A

 

 

N/A

 

 

N/A

 

Winchester Homes

 

 

339

 

 

 

17.1

 

 

 

1.7

 

 

 

412

 

 

 

20.6

 

 

 

1.7

 

 

 

(18

)%

 

 

(17

)%

 

 

(1

)%

Total

 

 

2,947

 

 

 

99.1

 

 

 

2.5

 

 

 

3,055

 

 

 

85.5

 

 

 

3.0

 

 

 

(4

)%

 

 

16

%

 

 

(17

)%

Net new home orders for the year ended December 31, 2012 increased 386%2014 decreased 4% to 204,2,947, compared to 423,055 during the prior year.  The decrease in net new home orders was due to a decrease in our monthly absorption rate in each of our segments which reported in the comparable prior year.  Our overall “absorption rate” (theabsorption rate at which home orders are contracted, net of cancellations) for the year ended December 31, 20122014 was 37.829.7 per average selling community (3.15(2.5 monthly), compared to 21.035.7 per average selling community (1.75(3.0 monthly) during the prior year. Our monthly absorption rates increased despite an increaseyear period.  Net new home orders decreased at Maracay Homes and Winchester Homes due to the overall softening market conditions in our cancellation rate. Our cancellation rate of buyers for our owned projects who contracted to buy a home but did not close escrow (as a percentage of overall orders) was approximately 16% for the year ended December 31, 2012 asArizona, Maryland and Virginia markets compared to 13% during the prior year. We experienced substantial order growth primarily due to an increase in our average selling community count. Our average number of selling communities increased by 3.4 communities to 5.4 for the year ended December 31, 2012 from 2.0 for the year ended December 31, 2011. The increase was due to our opening seven new selling communities for the year ended December 31, 2012, offset by final net new home orders at two selling communities. The increase in net new home orders positively impacted our number of homes in backlog, which is discussed below. We expect that ourTrendmaker’s net new home orders and backlog increases will haveabsorption pace declined mainly due to a positive impactfocus on revenuesmargin and cash flowselling price over sales pace and a slowdown in future periods.the premium housing market in Houston that was driven by falling oil prices.  Pardee’s absorption rate decreased compared to the prior year but remained strong overall at 4.0 orders per month per community.  

- 51 -


Backlog Units, Dollar Value and Average Sales Price by Segment (dollars in thousands)

 

 

As of December 31, 2014

 

 

As of December 31, 2013

 

 

Percentage Change

 

 

 

 

 

 

 

Backlog

 

 

Average

 

 

 

 

 

 

Backlog

 

 

Average

 

 

 

 

 

 

Backlog

 

 

Average

 

 

 

Backlog

 

 

Dollar

 

 

Sales

 

 

Backlog

 

 

Dollar

 

 

Sales

 

 

Backlog

 

 

Dollar

 

 

Sales

 

 

 

Units

 

 

Value

 

 

Price

 

 

Units

 

 

Value

 

 

Price

 

 

Units

 

 

Value

 

 

Price

 

Maracay Homes

 

 

105

 

 

$

40,801

 

 

$

389

 

 

 

116

 

 

$

42,068

 

 

$

363

 

 

 

(10

)%

 

 

(3

)%

 

 

7

%

Pardee Homes

 

 

218

 

 

 

147,044

 

 

 

675

 

 

 

280

 

 

 

171,077

 

 

 

611

 

 

 

(22

)%

 

 

(14

)%

 

 

10

%

Quadrant Homes

 

 

113

 

 

 

51,568

 

 

 

456

 

 

 

96

 

 

 

44,262

 

 

 

461

 

 

 

18

%

 

 

17

%

 

 

(1

)%

Trendmaker Homes

 

 

218

 

 

 

114,948

 

 

 

527

 

 

 

222

 

 

 

108,491

 

 

 

489

 

 

 

(2

)%

 

 

6

%

 

 

8

%

TRI Pointe Homes

 

 

243

 

 

 

192,802

 

 

 

793

 

 

 

 

 

 

 

 

 

 

 

N/A

 

 

N/A

 

 

N/A

 

Winchester Homes

 

 

135

 

 

 

105,933

 

 

 

785

 

 

 

183

 

 

 

141,166

 

 

 

771

 

 

 

(26

)%

 

 

(25

)%

 

 

2

%

Total

 

 

1,032

 

 

$

653,096

 

 

$

633

 

 

 

897

 

 

$

507,064

 

 

$

565

 

 

 

15

%

 

 

29

%

 

 

12

%

Backlog units reflects the number of homes, net of actual cancellations experienced during the period, for which we have entered into a sales contract with a customerhomebuyer but for which we have not yet delivered the home. Homes in backlog are generally closeddelivered within three to sixnine months, although we may experience cancellations of sales contracts prior to closing. The increase in backlog unitsdelivery. Our cancellation rate of 60 homeshomebuyers who contracted to buy a home but did not close escrow (as a percentage of overall orders) was driven by the 386% increase in net new home orders during16% for the year ended December 31, 20122014 as compared to 15% during the previous year.prior year period. The dollar value of backlog increased $29.9 million, or 890%, as of December 31, 2012 from $3.4was approximately $653.1 million as of December 31, 2011. The2014, an increase in dollar amount of backlog reflects$146.0 million, or 29%, compared to $507.1 million as of December 31, 2013.  This increase is due to an increase in the number of homes in backlog of 60,135, or 750%15%, to 681,032 homes as of December 31, 20122014 from 8897 homes as of December 31, 2011 and an increase2013, in the average sales price of homes in backlog. We experiencedaddition to an increase in the average sales price of homes in backlog of $69,000,$68,000, or 16 %,12%, to $490,000$633,000 as of December 31, 20122014 compared to $421,000$565,000 as of December 31, 2011 due to the introduction of new product at seven new communities with a shift to larger square footage homes with corresponding higher average sales prices in the 2012 period, including one move-up product.2013.  The increase in the dollar amountnumber of homes in backlog and the average sales price of homes in backlog was mainly the result of the addition of TRI Pointe Homes, which had 243 homes in backlog and an average sales price in backlog of homes sold but not closed$793,000 as describedof December 31, 2014.  The increase associated with the addition of TRI Pointe Homes in the current year was partially offset by decreases in backlog at Maracay Homes, Pardee Homes, Trendmaker Homes and Winchester Homes.  These decreases were in line with the new home order decreases discussed above generally results in an increase in operating revenues in subsequent periods.and the result of the same market conditions.

New Homes Delivered, Homes Sales Revenue and HomeAverage Sales Price by Segment (dollars in thousands)

 

   Year Ended
December 31,
   Increase (Decrease) 
   2012   2011   Amount       %     

New homes delivered

   144     36     108     300

Home sales

  $77,477    $13,525    $63,952     473

Average sales price of homes delivered

  $538    $376    $162     43

New home deliveries increased 108, or 300%, to 144 during the year ended December 31, 2012 from 36 during the prior year. The increase in new home deliveries was primarily attributable to the increase in net new home orders and units in backlog due to the increase in the average number of selling communities.

 

 

Year Ended December 31, 2014

 

 

Year Ended December 31, 2013

 

 

Percentage Change

 

 

 

New

 

 

Home

 

 

Average

 

 

New

 

 

Home

 

 

Average

 

 

New

 

 

Home

 

 

Average

 

 

 

Homes

 

 

Sales

 

 

Sales

 

 

Homes

 

 

Sales

 

 

Sales

 

 

Homes

 

 

Sales

 

 

Sales

 

 

 

Delivered

 

 

Revenue

 

 

Price

 

 

Delivered

 

 

Revenue

 

 

Price

 

 

Delivered

 

 

Revenue

 

 

Price

 

Maracay Homes

 

 

396

 

 

$

150,689

 

 

$

381

 

 

 

463

 

 

$

145,822

 

 

$

315

 

 

 

(15

)%

 

 

3

%

 

 

21

%

Pardee Homes

 

 

1,032

 

 

 

486,176

 

 

 

471

 

 

 

1,183

 

 

 

477,956

 

 

 

404

 

 

 

(13

)%

 

 

2

%

 

 

17

%

Quadrant Homes

 

 

320

 

 

 

134,304

 

 

 

420

 

 

 

363

 

 

 

116,270

 

 

 

320

 

 

 

(12

)%

 

 

16

%

 

 

31

%

Trendmaker Homes

 

 

561

 

 

 

278,038

 

 

 

496

 

 

 

585

 

 

 

260,566

 

 

 

445

 

 

 

(4

)%

 

 

7

%

 

 

11

%

TRI Pointe Homes

 

 

404

 

 

 

324,219

 

 

 

803

 

 

 

 

 

 

 

 

 

 

 

N/A

 

 

N/A

 

 

N/A

 

Winchester Homes

 

 

387

 

 

 

272,848

 

 

 

705

 

 

 

345

 

 

 

217,816

 

 

 

631

 

 

 

12

%

 

 

25

%

 

 

12

%

Total

 

 

3,100

 

 

$

1,646,274

 

 

$

531

 

 

 

2,939

 

 

$

1,218,430

 

 

$

415

 

 

 

6

%

 

 

35

%

 

 

28

%

 

- 42 -


Home sales revenue increased $64.0$427.8 million, or 473%35%, to $77.5 million$1.6 billion for the year ended December 31, 20122014 from $13.5 million for the prior year. The increase was primarily attributable to: (1) an increase in revenue of $40.6 million due to a 300% increase in homes closed to 144 for the year ended December 31, 2012 from 36$1.2 billion for the prior year and (2) anperiod. The increase in revenues of $23.4was comprised of: (i) $342.3 million related to an increase in average sales price of $162,000$116,000 per unithome to $538,000$531,000 for the year ended December 31, 20122014 from $376,000$415,000 in the prior year; and (ii) $85.5 million due to a 6% increase in homes delivered to 3,100 for the year ended December 31, 2014 from 2,939 in the prior year. The increase in the average sales price and new home deliveries was primarily attributable to the addition of legacy TRI Pointe Homes with no comparable amounts in the prior year period. In addition, the average sales price of homes delivered was attributableincreased at all of our reporting segments due to a change in product mix from the deliveries at five new communitieswith a shift to a more move-up product in certain markets and price increases in certain markets.

- 52 -


Homebuilding Gross Margins (dollars in thousands)

 

 

Year Ended December 31,

 

 

 

2014

 

 

%

 

 

2013

 

 

%

 

Home sales revenue

 

$

1,646,274

 

 

 

100.0

%

 

$

1,218,430

 

 

 

100.0

%

Cost of home sales

 

 

1,316,470

 

 

 

80.0

%

 

 

948,561

 

 

 

77.9

%

Homebuilding impairments and lot option abandonments

 

 

2,147

 

 

 

0.1

%

 

 

1,719

 

 

 

0.1

%

Homebuilding gross margin

 

 

327,657

 

 

 

19.9

%

 

 

268,150

 

 

 

22.0

%

Add:  interest in cost of home sales

 

 

28,354

 

 

 

1.2

%

 

 

25,584

 

 

 

2.1

%

Add:  impairments and lot option abandonments

 

 

2,147

 

 

 

0.1

%

 

 

1,719

 

 

 

0.1

%

Adjusted homebuilding gross margin(1)

 

$

358,158

 

 

 

21.8

%

 

$

295,453

 

 

 

24.2

%

Homebuilding gross margin percentage

 

 

19.9

%

 

 

 

 

 

 

22.0

%

 

 

 

 

Adjusted homebuilding gross margin percentage(1)

 

 

21.8

%

 

 

 

 

 

 

24.2

%

 

 

 

 

(1)

Non-GAAP financial measure (as discussed below).

Our homebuilding gross margin percentage decreased to 19.9% for the year ended December 31, 2012.

Homebuilding (dollars in thousands)

   Year Ended
December 31,
 
   2012  %  2011  % 

Home sales

  $77,477    100.0 $13,525    100.0

Cost of home sales

   63,688    82.2  12,075    89.3
  

 

 

  

 

 

  

 

 

  

 

 

 

Homebuilding gross margin

   13,789    17.8  1,450    10.7

Add: interest in cost of home sales

   872    1.1  269    2.0
  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted homebuilding gross margin(1)

  $14,661    18.9 $1,719    12.7
  

 

 

  

 

 

  

 

 

  

 

 

 

Homebuilding gross margin percentage

   17.8   10.7 
  

 

 

   

 

 

  

Adjusted homebuilding gross margin percentage(1)

   18.9   12.7 
  

 

 

   

 

 

  

(1)Non-GAAP financial measure (as discussed below).

Homebuilding gross margin represents home sales revenue less cost of home sales. Cost of home sales increased $51.6 million, or 427%,2014 as compared to $63.7 million for the year ended December 31, 2012 from $12.1 million22.0% for the prior year. The increaseyear period. This decrease was primarily due to a 300% increase in the number of homes delivered and the product mix of homes delivered from new communities in 2012. Our homebuilding gross margin percentage increased to 17.8% for the year ended December 31, 2012 as compared to 10.7% for the prior year, primarily due$17.2 million or 100 basis point non-cash purchase accounting adjustment related to the delivery unit mix from new projects, which achieve higher gross margins, along with additional cost savings on existing projects.

fair value increase to legacy TRI Pointe Homes’ inventory as result of the Merger. Excluding interest in cost of home sales and homebuilding impairment charges, adjusted homebuilding gross margin percentage was 18.9%21.8% for the year ended December 31, 2012,2014, compared to 12.7%24.2% for the prior year. year period. The decrease in the adjusted homebuilding gross margin was due to price incentives in some of our markets that have experienced softening market conditions as discussed above.

Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe this information is meaningful as it isolates the impact that leverage hasand non-cash charges have on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the nearest GAAP equivalent.

Fee BuildingLand and Lot Gross Margins (dollars in thousands)

 

   Year Ended
December 31,
 
   2012   %  2011   % 

Fee building home sales

  $1,073     100.0 $5,804     100.0

Fee building cost of home sales

   924     86.1  5,654     97.4
  

 

 

   

 

 

  

 

 

   

 

 

 

Fee building gross margin

   149     13.9  150     2.6
  

 

 

   

 

 

  

 

 

   

 

 

 

 

 

Year Ended December 31,

 

 

 

2014

 

 

%

 

 

2013

 

 

%

 

Land and lot sales revenue

 

$

47,660

 

 

 

100.0

%

 

$

52,261

 

 

 

100.0

%

Cost of land and lot sales

 

 

37,560

 

 

 

78.8

%

 

 

38,052

 

 

 

72.8

%

Land and lot impairments and lot options abandonments

 

 

346

 

 

 

0.7

%

 

 

343,660

 

 

 

657.6

%

Land and lot gross margin

 

 

9,754

 

 

 

20.5

%

 

 

(329,451

)

 

 

(630.4

)%

Add:  interest in cost of land and lot sales

 

 

23,791

 

 

 

49.9

%

 

 

11,087

 

 

 

21.2

%

Add:  impairments and lot option abandonments

 

 

346

 

 

 

0.7

%

 

 

343,660

 

 

 

657.6

%

Adjusted land and lot gross margin(1)

 

$

33,891

 

 

 

71.1

%

 

$

25,296

 

 

 

48.4

%

Land and lot gross margin percentage

 

 

20.5

%

 

 

 

 

 

 

(630.4

)%

 

 

 

 

Adjusted land and lot gross margin percentage(1)

 

 

71.1

%

 

 

 

 

 

 

48.4

%

 

 

 

 

As of

(1)

Non-GAAP financial measure (as discussed below).

Our land and lot gross margin percentage increased to 20.5% for the year ended December 31, 2012, we had entered into two construction management agreements2014 as compared to build 83 homes in Moorpark, California(630.4)% for the prior year period.  Results for the year ended December 31, 2013 include $343.3 million of impairment and 73 homes in Carpinteria, California. In addition, we completed one fee building project in Irvine, California, whereby all homesrelated charges for Coyote Springs, a large master planned community north of Las Vegas, Nevada.  Under the terms of the Transaction Agreement, certain assets and liabilities of WRECO and its subsidiaries were completedexcluded from the transaction and deliveredretained by Weyerhaeuser, including assets and liabilities relating to the third-party property owner, leaving three active model homes remaining unsoldCoyote Springs Property.  Excluding interest in cost of land and scheduledlot sales and land and lot impairment charges, adjusted land and lot gross margin percentage was 71.1% for the year ended December 31, 2014, compared to be delivered48.4% for the prior year period.

Adjusted land and lot gross margin is a non-GAAP financial measure. We believe this information is meaningful as it isolates the impact that leverage and non-cash charges have on land and lot gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in 2013. Fee buildinga similar fashion. See the table above reconciling this non-GAAP financial measure to land and lot gross margin, the nearest GAAP equivalent.

- 53 -


Sales and Marketing, General and Administrative Expense (dollars in thousands)

 

 

Year Ended

 

 

As a Percentage of

 

 

 

December 31,

 

 

Home Sales Revenue

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Sales and marketing

 

$

103,600

 

 

$

94,521

 

 

 

6.3

%

 

 

7.8

%

General and administrative (G&A)

 

 

82,358

 

 

 

74,244

 

 

 

5.0

%

 

 

6.1

%

Total sales and marketing and G&A

 

$

185,958

 

 

$

168,765

 

 

 

11.3

%

 

 

13.9

%

Sales and marketing expense decreased to 6.3% of home sales revenue for the year ended December 31, 2014 from 7.8% of home sales revenue for the year ended December 31, 2013 mainly due to the addition of TRI Pointe which was all recorded in Southern California, decreased $4.7has a lower sales and marketing expense as a percentage of home sales revenue due primarily to higher average sales prices per community. Sales and marketing expense increased $9.1 million, or 82%10%, to $1.1$103.6 million for the year ended December 31, 20122014 from $5.8$94.5 million for the prior year. Fee building cost decreased $4.7 million, or 84%, to $924,000 for the year ended December 31, 2012 from $5.7 million for the prior year. Fee building revenue and cost decreased primarily due to the close out of two of the three fee building projects in 2011, leaving only one remaining fee building project for the year ended December 31, 2012, which completed construction activity in early 2012. The two new fee building projects mentioned above, one of which began in September 2012, began generating fee building revenue and cost in October 2012. Fee building gross margin represents the net fee income earned related to our fee building projects.

- 43 -


Selling, General and Administrative Expense (dollars in thousands)

   Year Ended
December 31,
   As a Percentage of
Home Sales Revenue
 
   2012   2011   2012  2011 

Sales and marketing

  $4,636    $1,553     6.0  11.5

General and administrative (“G&A”)

   6,772    $4,620     8.7  34.2
  

 

 

   

 

 

   

 

 

  

 

 

 

Total sales and marketing and G&A

  $11,408    $6,173     14.7  45.7
  

 

 

   

 

 

   

 

 

  

 

 

 

Sales and marketing expense increased $3.1 million, or 199%, to $4.6 million for the year ended December 31, 2012 from $1.5 million for the prior year.period. The increase in sales and marketing expense was related primarily attributable to a 157% increasethe addition of the homebuilding operations conducted directly by TRI Pointe for the period from July 7, 2014 through December 31, 2014, representing $9.7 million of sales and marketing expenses, with no comparable amounts in the average numberprior year period.

General and administrative expense decreased to 5.0% of selling communities and a 300% increase in the number of homes deliveredhome sales revenue for the year ended December 31, 2012 compared to the prior year. Sales and marketing expense was 6.0% and 11.5%2014 from 6.1% of home sales revenue for the yearssame period in the prior year. The decrease was mainly due to greater operating leverage as a result of the 28% increase in the average sales prices of homes delivered during the year ended December 31, 2012 and 2011, respectively.

2014, primarily as a result of the addition of legacy TRI Pointe, along with higher average selling prices across all of our existing segments. General and administrative expenses increased $2.2$8.2 million, or 47%11%, to $6.8$82.4 million for the year ended December 31, 20122014 from $4.6$74.2 million for the prior year.  TheThis increase was due primarily attributed to (i) an increasethe addition of $1.7 million in our compensation-related expenses resulting largelyTRI Pointe for the period from a 38% increase in our office headcount to 36 employees as ofJuly 7, 2014 through December 31, 2012 compared to 26 as2014, representing $16.5 million of December 31, 2011, (ii) an increase of $225,000 in office rent and office related expenses due to our growth, and our resulting move to our Northern California office in August 2011 and our larger Southern California office in November 2011, and (iii) moderate increases in outside professional services, depreciation, travel and other miscellaneous expenses related to increased operations from our growth in 2012. Our general and administrative expense asexpenses, offset by cost savings initiatives to reduce duplicate corporate and divisional overhead costs and expenses during the year.   Prior to the Merger, a percentageportion of home sales revenueG&A expenses was 8.7% and 34.2% forbased on an allocation from Weyerhaeuser, which may not have been indicative of the year ended December 31, 2012 and 2011, respectively.actual levels of G&A that would have been incurred by WRECO had it operated independently, or of expenses to be incurred in the future.

Total sales and marketing and G&A expenses (“SG&A”) expense increased $5.2$17.3 million, or 85%10%, to $11.4$186.0 million for the year ended December 31, 20122014 from $6.2$168.7 million in the prior year. Total SG&A expense was 14.7% and 45.7%year period, but improved to 11.3% of home sales revenue from 13.9% for the years ended December 31, 20122014 and 2011,2013, respectively. We expect that our SG&A expense as a percentage of home sales revenue will continue

Restructuring Charges

Restructuring charges decreased to decrease as our increase in new home deliveries from growth in our community count generate increased home sales revenue.

Other Income (Expense), Net

Other income (expense), net, remained relatively consistent at ($24,000) of other expense$10.5 million for the year ended December 31, 20122014 compared to other$10.9 million in the same period in the prior year. The restructuring charges for the year ended December 31, 2014 primarily relate to  a plan initiated to reduce duplicate corporate and divisional overhead costs and expenses as a result of the Merger. Employee-related costs incurred during the year ended December 31, 2014 included employee retention and severance-related expenses of $8.3 million and stock-based compensation expense of ($20,000)$947,000 for employees terminated during the period. Lease termination costs of $1.3 million for the year ended December 31, 2014 relate to contract terminations in both the current and prior year.years related to general cost reduction initiatives.  The restructuring charges for the year ended December 31, 2013 relate to $5.7 million of employee-related costs incurred in connection with the expected Merger and $5.2 million of lease termination costs as a result of general cost reduction initiatives.  

Other ItemsTransaction Expenses

As a result of the Merger, the Company has incurred advisory, financing, integration and other transaction costs during the year ended December 31, 2014 of $18.0 million. We did not incur any transaction related expenses during the years ended December 31, 2013 and 2015.

Interest

Interest, which was incurred principally to finance the Merger, land acquisitions, land development and home construction, totaled $2.1$41.7 million and $171,000$22.7 million for the yearyears ended December 31, 20122014 and 2011, respectively, all2013, respectively. The capitalized portion of whichinterest incurred was capitalized to real estate inventory.$39.0 million and $19.1 million for the years ended December 31, 2014 and 2013, respectively. The increase in interest incurred during the year ended December 31, 20122014 as compared to the prior year period was primarily attributable to ouran increase in our outstanding debt whichand higher interest rates as a result of the issuance of the senior notes in connection with the Merger.

- 54 -


Interest expense was $2.7 million and $3.6 million during the years ended December 31, 2014 and 2013, respectively. Interest expense is included in other income (loss), net on the consolidated statements of operations.

Income Tax

For the year ended December 31, 2014, we recorded a tax provision of $43.8 million based on an effective tax rate of 34.2%. For the year ended December 31, 2013, we recorded a tax benefit of $86.2 million based on an effective tax rate of 36.3%. The increase in our provision for income tax was primarily the result of the increase in the number of active projects and the growth in our real estate inventory.

Net Income (Loss)

As a result of the foregoing factors, net income from operations for the year ended December 31, 2012 was $2.5 million compared to net loss2014.  Loss from operations for the year ended December 31, 2011 of $(4.6) million.

2013 included a $343.3 million impairment charge related to Coyote Springs which was an excluded asset per the Transaction Agreement.  

- 44 -


Lots Owned andor Controlled by Segment

Excluded from owned or controlled lots are those related to Note 8, Investments in Unconsolidated Entities, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.  The table below summarizes our lots owned andor controlled by segment as of the dates presented:

 

   December 31,   Increase (Decrease) 
       2012           2011           Amount          %     

Lots Owned

       

Southern California

   520     301     219    73

Northern California

   198     107     91    85

Colorado

   57     —       57    N/A  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total

   775     408     367    90
  

 

 

   

 

 

   

 

 

  

 

 

 

Lots Controlled(1)

       

Southern California

   257     326     (69  (21)% 

Northern California

   322     59     263    446

Colorado

   196     —       196    N/A  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total

   775     385     390    101
  

 

 

   

 

 

   

 

 

  

 

 

 

Total Lots Owned and Controlled(1)

   1,550     793     757    95
  

 

 

   

 

 

   

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

 

December 31,

 

 

(Decrease)

 

 

 

2014

 

 

2013

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lots Owned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

 

1,280

 

 

 

1,118

 

 

 

162

 

 

 

14

%

Pardee Homes(2)

 

 

17,354

 

 

 

17,950

 

 

 

(596

)

 

 

(3

)%

Quadrant Homes

 

 

973

 

 

 

864

 

 

 

109

 

 

 

13

%

Trendmaker Homes

 

 

805

 

 

 

679

 

 

 

126

 

 

 

19

%

TRI Pointe Homes

 

 

2,868

 

 

 

 

 

 

2,868

 

 

N/A

 

Winchester Homes

 

 

2,255

 

 

 

2,105

 

 

 

150

 

 

 

7

%

Total

 

 

25,535

 

 

 

22,716

 

 

 

2,819

 

 

 

12

%

Lots Controlled(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

 

705

 

 

 

1,189

 

 

 

(484

)

 

 

(41

)%

Pardee Homes(2)

 

 

285

 

 

 

1,026

 

 

 

(741

)

 

 

(72

)%

Quadrant Homes

 

 

571

 

 

 

520

 

 

 

51

 

 

 

10

%

Trendmaker Homes

 

 

1,268

 

 

 

1,074

 

 

 

194

 

 

 

18

%

TRI Pointe Homes

 

 

858

 

 

 

 

 

 

858

 

 

N/A

 

Winchester Homes

 

 

496

 

 

 

1,088

 

 

 

(592

)

 

 

(54

)%

Total

 

 

4,183

 

 

 

4,897

 

 

 

(714

)

 

 

(15

)%

Total Lots Owned or Controlled(1)

 

 

29,718

 

 

 

27,613

 

 

 

2,105

 

 

 

8

%

 

(1)

Includes

As of December 31, 2014 and 2013, lots controlled included lots that were under a land option contract,contracts or purchase contract or a non-binding lettercontracts.

(2)

As of intent.December 31, 2013, excludes 10,686 lots owned and 56,413 lots controlled relating to Coyote Springs, which were   excluded assets per the Transaction Agreement.

 

- 45 -


Liquidity and Capital Resources

Overview

Our principal uses of capital for the year ended December 31, 20132015 were operating expenses, land purchases, land development and home construction and the payment of routine liabilities.construction. We used funds generated by our IPO, operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and keep us poised for growth. As of December 31, 2013,2015, we had $35.3$214.5 million inof cash and cash equivalents, a $15.5 million increase from December 31, 2012, primarily as a resultequivalents. We believe we have sufficient cash and sources of the proceeds from our IPO that was completed in the first quarter of 2013.

Cash flows for each of our communities depend on their stage in the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, and construction of model homes, roads, utilities, general landscaping and other amenities. Because these costs are a component of our inventory and not recognized in our statement of operations until a home closes, we incur significant cash outlays prior to our recognition of earnings. In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint, we are currently actively acquiring and developing lots in our markets to maintain and grow our lot supply and active selling communities that are strategically located in “core markets,” which are in major job centers or on transportation corridors to those job centers. As demand for new homes improves and we continue to expand our business, we expect that cash outlays for land purchases and land development to grow our lot inventory will exceed our cash generated by operations. The opportunity to purchase substantially finished lots in desired locations is becoming increasingly more limited and competitive. As a result, we are spending more dollars on land development, as we are purchasing more undeveloped land and partially finished lots than in recent years.

We intend to employ both debt and equity as part of our ongoing financing strategy, coupled with redeployment of cash flows from continuing operations, to provide us with the financial flexibility to access capital on the best terms available. In that regard, we expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. As of December 31, 2013, we had approximately $270.6 million of aggregate loan commitments, of which $138.1 million was outstanding. At that date, our aggregate loan commitments consisted of $205 million of secured revolving credit facilities, which provide financing for several real estate projects, project-specific revolving loans and several other loan agreements related toat least the acquisition and development of lots and the construction of model homes and homes for sale. next twelve months.

Our board of directors will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets, and our company as a whole, to generate cash flow to cover the expected

- 55 -


debt service. As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we currently expect to remain conservatively capitalized. However, ourOur charter does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.

Assumption of Senior Notes

On November 3, 2013, WRECO and certain financial institutions executed a commitment letter pursuant to which the financial institutions have agreed to provide debt financing to WRECO in anClosing Date, TRI Pointe assumed WRECO’s obligations as issuer of $450 million aggregate principal amount of $800its 4.375% Senior Notes due 2019 (“2019 Notes”) and $450 million aggregate principal amount of its 5.875% Senior Notes due 2024 (“2024 Notes” and together with the 2019 Notes, the “Senior Notes”). The 2019 Notes were issued at 98.89% of their aggregate principal amount and the 2024 Notes were issued at 98.15% of their aggregate principal amount. The net proceeds of approximately $861.3 million, after debt issuance costs and discounts, from the offering were deposited into two separate escrow accounts following the closing of the offering on June 13, 2014. Upon release of the escrowed funds on the termsClosing Date, and conditions set forth therein. WRECO will useprior to the proceedsconsummation of the debt financing to payMerger, WRECO paid approximately $739$743.7 million in cash to Weyerhaeuser NR Company, the currentformer direct parent entity of WRECO, and a wholly owned subsidiary of Weyerhaeuser, which cash will bewas retained after consummation of the merger by Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries). The amountpayment consisted of the cash payment is subject to adjustment based on the terms set forth$739 million Payment Amount (as defined in the Transaction Agreement. For additional information regarding thisAgreement) as well as approximately $4.7 million in payment of all unpaid interest on the debt financing, please seepayable to Weyerhaeuser that accrued from November 3, 2013 to the sectionClosing Date. The remaining $117.6 million of the Registration Statement entitled “Debt Financing.”proceeds was retained by TRI Pointe and used for general corporate purposes.

Secured Revolving Credit Facilities

The 2019 Notes and 2024 Notes mature on June 15, 2019 and June 15, 2024, respectively. Interest is payable semiannually in arrears on June 15 and December 15.  As of December 31, 2013, we were party2015, $19.7 million and $26.4 million of interest was paid on the 2019 Notes and the 2024 Notes, respectively.  As of December 31, 2015, no principal has been paid on the Senior Notes, and there was $20.4 million of capitalized debt financing costs related to a securedthe Senior Notes on our consolidated balance sheet. These costs will amortize over the respective lives of the Senior Notes.

Unsecured Revolving Credit Facility

In May 2015, the Company amended its unsecured revolving credit facility which has(the “Credit Facility”) to increase the aggregate commitment amount from $425 million to $550 million.  The Credit Facility matures on May 18, 2019, and contains a maximum loan commitmentsublimit of $30$75 million an initial maturity datefor letters of April 19, 2014 and a final maturity date of April 19, 2015. Wecredit. The Company may borrow under the secured revolving credit facilityCredit Facility in the ordinary course of business to fund ourits operations, including ourits land development and homebuilding activities. Borrowings under the Credit Facility will be governed by, among other things, a borrowing base. The Credit Facility contains customary affirmative and negative covenants, including financial covenants relating to consolidated tangible net worth, leverage, and liquidity or interest coverage. Interest rates on borrowings will be based on either a daily Eurocurrency base rate or a Eurocurrency rate, in either case, plus a spread ranging from 1.45% to 2.20% depending on the secured revolving credit facility is paid monthly at a rate based on LIBOR or prime rate pricing, subject to a minimum interest rate floor. Company’s leverage ratio.

As of December 31, 2013,2015, the outstanding balance under the Credit Facility was $9.2$299.4 million with an interest rate of 3.75%2.35% per annum and $20.2$242.2 million of availability under the secured revolving credit facility after considering the borrowing base provisions and outstanding letters of credit.

- 46 -


In July, 2013, we entered into an additional secured, three-year revolving credit facility with the potential for a one-year extension of the term of the loan, subject to specified conditions and payment of an extension fee. The facility provides for a maximum loan commitment of $125 million. On December 26, 2013, we entered into a modification agreement to increase the commitment amount under our secured, three-year revolving credit facility from $125 million to $175 million, subject to specified conditions and the payment of a loan fee. Borrowings under the facility are secured by a first priority lien on borrowing base properties and will be subject to, among other things, a borrowing base formula. Subject to the satisfaction of the conditions to advances set forth in the facility, we may borrow solely for the payment or reimbursement of costs or return of capital related to: (a) land acquisition, development and construction of single-family residential lots and homes on and with respect to borrowing base properties (as defined in the facility), or (b) paying off any existing financing secured by the initial borrowing base properties. The interest rate on borrowings will be at a rate based on applicable LIBOR plus a margin, ranging from 250 to 370 basis points depending on our leverage ratio. As of  At December 31, 2013, the outstanding balance was $81.5 million with an interest rate of 2.92% per annum, and $42.2 million of availability under the secured revolving credit facility after considering the borrowing base provisions and2015, we had outstanding letters of credit.credit of $8.4 million.  These letters of credit were issued to secure various financial obligations.  We believe it is not probable that any outstanding letters of credit will be drawn upon.

Secured Acquisition and DevelopmentSeller Financed Loans and Construction Loans

As of December 31, 2013, we were party2015, the Company had $2.4 million outstanding related to several secured acquisition and development loan agreementsseller financed loans to purchase and develop land parcels. In addition, we were party to several secured construction loan agreementsacquire lots for the construction of our modelhomes.  Principal and production homes. As of December 31, 2013,interest payments on these loans are due at various maturity dates, including at the total aggregate commitment of our acquisition and development loans and our construction loans was $65.6 million, of which $47.4 million was outstanding.time individual homes associated with the acquired land are delivered.  The acquisition and developmentseller financed loans will be repaid as lots are released from the loans based upon a specific release price, as defined in each respective loan agreement. Our construction loans will be repaid with proceeds from home sales based upon a specific release price, as defined in each respective loan agreement. These loans range in maturity between March 2014 and January 2016, including the six month extensions which are at our election (subject to certain conditions) and bearaccrue interest at a rate based on applicable LIBOR or Prime Rate pricing options plus an applicable margin. As of December 31, 2013, the weighted average rate of 6.84% per annum, with interest rate was 3.5% per annum.calculated on a daily basis. Any remaining unpaid balance on these loans is due in May 2016.  

- 56 -


Covenant Compliance

Under our secured revolving credit facilities, our acquisition and development loans and our construction loans,Facility, we are required to comply with certain financial covenants, including, but not limited to, those set forth in the table below:below (dollars in thousands):

 

Financial Covenants  Actual at
December 31,
2013
   Covenant
Requirement at
December 31,
2013
 
   (dollars in thousands) 

Liquidity(1)

  $97,704    $18,373  

(Greater of $10.0 million or 10% of total liabilities)

    

Tangible Net Worth

  $322,306    $207,687  

(Not less than $200.0 million plus 50% of annual net income and 50% of the net proceeds from equity offerings after December 31, 2012)

    

Maximum Total Liabilities to Tangible Net Worth Ratio

   0.57     <1.5  

(Not in excess of 1.5:1.0)

    

Maximum Fixed Charge Coverage Ratio

   10.19     ³1.6  

(Equal to or greater than 1.6:1.0)

    

Maximum Land Assets to Tangible Net Worth Ratio

   1.01     <1.5  

(Not in excess of 1.5:1.0)

    

 

 

 

 

 

 

Covenant

 

 

 

Actual at

 

 

Requirement at

 

 

 

December 31,

 

 

December 31,

 

Financial Covenants

 

2015

 

 

2015

 

Consolidated Tangible Net Worth

 

$

1,502,654

 

 

$

970,967

 

(Not less than $875.9 million plus 50% of net income and 50% of the net

   proceeds from equity offerings after March 31, 2015)

 

 

 

 

 

 

 

 

Leverage Test

 

 

39.5

%

 

<55%

 

(Not to exceed 55%)

 

 

 

 

 

 

 

 

Interest Coverage Test

 

 

6.4

 

 

>1.5

 

(Not less than 1.5:1.0)

 

 

 

 

 

 

 

 

 

(1)Liquidity is defined as cash on hand plus availability under our secured revolving credit facilities.

As of December 31, 2013 and 2012,2015 we were in compliance with all of thesethe above financial covenants.

Leverage Ratios

- 47 -


We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. The ratio of debt-to-capital and the ratio of net debt-to-capital are calculated as follows (dollars in thousands):

 

 

December 31,

 

 

December 31,

 

  December 31, 

 

2015

 

 

2014

 

  2013 2012 

Debt

  $138,112   $57,368  

Equity

   322,306   149,153  
  

 

  

 

 

Unsecured revolving credit facility

 

$

299,392

 

 

$

260,000

 

Seller financed loans

 

 

2,434

 

 

 

14,677

 

Senior Notes

 

 

868,679

 

 

 

863,816

 

Total debt

 

 

1,170,505

 

 

 

1,138,493

 

Stockholders’ equity

 

 

1,664,683

 

 

 

1,454,180

 

Total capital

   460,418    206,521  

 

$

2,835,188

 

 

$

2,592,673

 

  

 

  

 

 

Ratio of debt-to-capital(1)

   30.0  27.8

 

 

41.3

%

 

 

43.9

%

  

 

  

 

 

 

 

 

 

 

 

 

 

Debt

  $138,112   $57,368  

Less: cash and cash equivalents

   (35,261  (19,824
  

 

  

 

 

Total debt

 

$

1,170,505

 

 

$

1,138,493

 

Less: Cash and cash equivalents

 

 

(214,485

)

 

 

(170,629

)

Net debt

   102,851    37,544  

 

 

956,020

 

 

 

967,864

 

Equity

   322,306    149,153  
  

 

  

 

 

Stockholders’ equity

 

 

1,664,683

 

 

 

1,454,180

 

Total capital

  $425,157   $186,697  

 

$

2,620,703

 

 

$

2,422,044

 

  

 

  

 

 

Ratio of net debt-to-capital(2)

   24.2  20.1

 

 

36.5

%

 

 

40.0

%

  

 

  

 

 

 

(1)

The ratio of debt-to-capital is computed as the quotient obtained by dividing debt by the sum of total debt plus equity.

(2)

The ratio of net debt-to-capital is computed as the quotient obtained by dividing net debt (which is debt less cash and cash equivalents) by the sum of net debt plus equity. The most directly comparable GAAP financial measure is the ratio of debt-to-capital. We believe the ratio of net debt-to-capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. See the table above reconciling this non-GAAP financial measure to the ratio of debt-to-capital.

 

- 4857 -


Cash Flows—Year Ended December 31, 20132015 Compared to Year Ended December 31, 20122014

For the year ended December 31, 2013 as compared to the year ended December 31, 2012, theThe comparison of cash flows for the years ended December 31, 2015 and 2014 is as follows:

Net cash used in operating activities increased to $220.2 million in 2013 from a use of $104.2 million in 2012. The change was a result of (i) an increase in real estate inventories of $261.6 million in 2013 compared to an increase of $112.1 million in 2012, primarily driven by the increase in land, land development and homes under construction due to the growth in our community count, offset by (ii) an increase in accrued liabilities of $19.0 million in 2013 compared to $875,000 in 2012 due to the overall increase in business and the timing of payments and (iii) a 175% increase in home closings in 2013 as compared to 2012 resulting in an increase in net income of $15.4 million in 2013 compared to net income of $2.5 million in 2012.

·

Net cash provided by operating activities increased by $144.4 million to $31.0 million in 2015 from a use of $113.4 million in 2014. The change was primarily comprised of net income of $207.2 million in 2015 compared to $84.2 million in 2014.  Other activity included, (i) a decrease in the new cash outflow related to real estate inventories of $235.0 million in 2015 compared to $276.3 million in 2014 and (ii) other offsetting activity included changes in other assets, receivables and deferred income taxes.  

Net cash used in investing activities was $506,000 in 2013 as compared to $288,000 in 2012. The change was a result of additional fixed assets purchased in 2013.

·

Net cash used in investing activities was $862,000 in 2015 compared to cash provided of $44.7 million in 2014. Cash provided by investing activities for 2014 was primarily related to cash acquired in the Merger.

Net cash provided by financing activities increased to $236.2 million 2013 from $114.2 million in 2012. The change was primarily a result of (i) an increase in the net proceeds from the issuance of common stock of $155.4 million as a result of the completion of the Company’s IPO in January 2013 compared to $66.0 million in 2012 related to a capital contribution from a member, offset by (ii) a financial advisory fee payment of $2.3 million and (iii) an increase in net borrowings on notes payable of $80.7 million in 2013 as compared to an increase of $50.4 million in 2012 to fund our growth.

·

Net cash provided by financing activities decreased to $13.7 million in 2015 from $234.8 million in 2014. The change was primarily a result of prior year activity associated with proceeds from the issuance of senior notes of $886.7 million, offset by payments of debt payable to Weyerhaeuser of $623.6 million.

As of December 31, 2013,2015, our cash and cash equivalents balance was $35.3$214.5 million.

Cash Flows—Year Ended December 31, 20122014 Compared to Year Ended December 31, 20112013

For the year ended December 31, 2012 as compared to the year ended December 31, 2011, theThe comparison of cash flows for the years ended December 31, 2014 and 2013 is as follows:

  

Net cash used in operating activities increased to $104.2 million in 2012 from a use of $66.4 million in 2011. The change was primarily a result of (i) an increase in real estate inventories of $112.1 million in 2012 compared to an increase of $67.9 million in 2011, primarily driven by the increase in land, land development and homes under construction, offset by (ii) the increase in home closings in 2012 as compared to 2011 and net income of $2.5 million in 2012 compared to a net loss of $4.6 million in 2011.

·

Net cash used in operating activities increased by $92.4 million to $113.4 million in 2014 from a use of $21.0 million in 2013. The change was primarily comprised of an increase in real estate inventories of $276.3 million in 2014 compared to an increase of $165.5 million in 2013.  Other offsetting activity included net income of $84.2 million in 2014 compared to a net loss of $149.5 million in 2013.  The net loss in 2013 was due primarily to $345.5 million of non-cash impairment and related charges, offset by a deferred tax benefit of $108.9 million which was primarily related to the impairment charge.  

Net cash used in investing activities was $288,000 in 2012 as compared to $308,000 in 2011. The change was a result of less fixed assets purchased in 2012.

·

Net cash provided by investing activities was $44.7 million in 2014 compared to $8.3 million of cash used in 2013. Cash provided by investing activities for 2014 was primarily related to cash acquired in the Merger.

Net cash provided by financing activities increased to $114.2 million in 2012 from $65.2 million in 2011. The change was primarily a result of (i) an increase in net borrowings on notes payable of $50.5 million in 2012 as compared to an increase $3.4 million in 2011 and (ii) an increase in capital contributions from members of $66.0 million offset by a financial advisory fee payment of $2.3 million in 2012 compared to $64.0 million in capital contributions offset by a financial advisory fee payment of $2.2 million in 2011.

·

Net cash provided by financing activities increased to $234.8 million in 2014 from $28.6 million in 2013. The change was primarily a result of (i) proceeds from the issuance of Senior Notes, and (ii) borrowings from notes payable, offset by (iii) payments on debt payable to Weyerhaeuser.

As of December 31, 2012,2014, our cash and cash equivalents balance was $19.8$170.6 million.

- 49 -


Off-Balance Sheet Arrangements and Contractual Obligations

In the ordinary course of business, we enter into land option contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Option contracts generally require a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial responsibility to the land seller.  When market conditions are such that land values are not appreciating, existing option agreements may become less desirable, at which time we may elect to forfeit deposits and pre-acquisition costs and terminate the agreements.  As of December 31, 2013,2015, we had $19.7$42.1 million of non-refundable cash deposits pertaining to land option contracts and purchase contracts for 1,184 lots with an aggregate remaining purchase price of approximately $262.1$377.4 million (net of deposits).

Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

As of December 31, 2013,2015, we had $62.4$242.2 million of availability under our secured revolving credit facilities after considering the borrowing base provisions and outstanding letters of credit. As of December 31, 2013, we also were party to several secured acquisition and development loan agreements to purchase and develop land parcels. In addition, we were party to several secured construction loan agreements for the construction of our model and production homes. As of December 31, 2013, the total aggregate commitments of our acquisition and development loans and our construction loans were $65.6 million, of which $47.4 million was outstanding. We expect that the loan agreements generally will be satisfied in the ordinary course of business and in accordance with applicable contractual terms.

- 58 -


Contractual Obligations Table

The following table summarizes our future estimated cash payments under existing contractual obligations as of December 31, 2013,2015, including estimated cash payments due by period. Our purchase obligations primarily represent commitments for land purchases under land purchase and land option contracts with non-refundable deposits and commitments for subcontractor labor and material to be utilized in the normal course of business.deposits.

 

  Payments Due by Period 

 

Payments Due by Period

 

Contractual Obligations  Total   Less Than 1
Year
   1-3 Years   4-5 Years   After
5 Years
 

 

Total

 

 

Less Than 1 Year

 

 

1-3 Years

 

 

4-5 Years

 

 

After 5 Years

 

  (dollars in thousands) 

 

(in thousands)

 

Long-term debt principal payments(1)

  $138,112    $138,112    $—      $—      $—    

 

$

1,201,826

 

 

$

2,434

 

 

$

 

 

$

749,392

 

 

$

450,000

 

Long-term debt interest payments

   4,122     4,122     —       —       —    

 

 

313,986

 

 

 

53,327

 

 

 

106,321

 

 

 

64,010

 

 

 

90,328

 

Operating leases(2)

   7,050     905     2,732     2,002     1,411  

 

 

35,643

 

 

 

7,448

 

 

 

12,095

 

 

 

9,057

 

 

 

7,043

 

Purchase obligations(3)

   332,756     233,155     95,844     3,757     —    

 

 

377,441

 

 

 

219,402

 

 

 

158,039

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

   

 

 

Total liabilities measured at fair value

  $482,040    $376,294    $98,576    $5,759    $1,411  
  

 

   

 

   

 

   

 

   

 

 

Total

 

$

1,928,896

 

 

$

282,611

 

 

$

276,455

 

 

$

822,459

 

 

$

547,371

 

 

(1)

Long-term debt represents our secured revolving credit facilities and an acquisition and development loans. Contractual maturities of the debt are in the 1-3 Years category; however, the assets securing the loans are expected to be sold in less than a year and consequently repayment will be required at that time.

For a more detailed description of our long-term debt, please see Note 413, Senior Notes and Notes Payable and Other Borrowings, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.

(2)

For a more detailed description of our operating leases, please see Note 615, Commitments and Contingencies, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.

(3)

Includes $262.1$377.4 million (net of deposits) of the remaining purchase price for all land options contracts and purchase contracts and $70.7 million of subcontractor labor and material commitments as of December 31, 2013.2015. For a more detailed description of our land purchase and option contracts, please see the discussion set forth above in the section entitled “—Off-Balance Sheet Arrangements and Contractual Obligations.Arrangements.

- 50 -


Inflation

Our homebuilding and fee building segmentsoperations can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers. While we attempt to pass on cost increases to customershomebuyers through increased prices, when weak housing market conditions exist, we are often unable to offset cost increases with higher selling prices.  In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers.

Seasonality

Historically, the homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity in springduring the first and summer,second quarters of our fiscal year, although this activity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors. Since it typically takes four to six months to construct a new home, we deliver morethe number of homes delivered and associated home sales revenue typically increases in the second halfthird and fourth quarters of theour fiscal year as spring and summernew home orders sold earlier in the year convert to home deliveries. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters of our fiscal year, and the majority of cash receipts from home deliveries occur during the second half of the year. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry.

Critical Accounting Policies

Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of costs and expenses during the reporting period. On an ongoing basis, our management evaluates its estimates and judgments, including those which impact our most critical accounting policies. Our management bases its estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions. Our management believes that the following accounting policies are among the most important to the portrayal of our financial condition and results of operations and require among the most difficult, subjective or complex judgments:

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include:

an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting;

an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; and

an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer.

We have determined to opt out of the exemption from compliance with new or revised financial accounting standards. As a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of this exemption is irrevocable.

We will remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

The consummation of the WRECO Transactions is expected to cause us to lose our status as an emerging growth company in 2014. Accordingly, we will become subject to additional disclosure, reporting and other obligations, which could place significant demands on our management, administrative, operational and accounting resources and cause us to

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incur significant expenses. If our independent auditor is unable to provide an unqualified attestation report on internal control over financial reporting, investors could lose confidence in the reliability of our financial statements and our stock price may be adversely affected.

Real Estate Inventories and Cost of Sales

Real estate inventories consist of land, land under development, homes under construction, completed homes and model homes and are stated at cost, net of impairment losses. We capitalize direct carrying costs, including interest, property taxes and related development

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costs to inventories. Field construction supervision and related direct overhead are also included in the capitalized cost of inventories. Direct construction costs are specifically identified and allocated to homes while other common costs, such as land, land improvements and carrying costs, are allocated to homes within a community based upon their anticipated relative sales or fair value. In accordance with ASC Topic 835,Interest(“ASC 835”), homebuilding interest capitalized as a cost of inventories owned is included in costs of sales as related units or lots are sold. To the extent our debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the interest incurred by us. Qualified assets represent projects that are actively under development. Homebuilding cost of sales is recognized at the same time revenue is recognized and is recorded based upon total estimated costs to be allocated to each home within a community. Any changes to the estimated costs are allocated to the remaining undelivered lots and homes within their respective community. The estimation and allocation of these costs requiresrequire a substantial degree of judgment by management.

The estimation process involved in determining relative sales or fair values is inherently uncertain because it involves estimating future sales values of homes before delivery. Additionally, in determining the allocation of costs to a particular land parcel or individual home, we rely on project budgets that are based on a variety of assumptions, including assumptions about construction schedules and future costs to be incurred. It is common that actual results differ from budgeted amounts for various reasons, including construction delays, increases in costs that have not been committed or unforeseen issues encountered during construction that fall outside the scope of existing contracts, or costs that come in less than originally anticipated. While the actual results for a particular construction project are accurately reported over time, a variance between the budget and actual costs could result in the understatement or overstatement of costs and have a related impact on gross margins between reporting periods. To reduce the potential for such variances, we have procedures that have been applied on a consistent basis, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.

If there are indications of impairment, we perform a detailed budget and cash flow review of our real estate assets to determine whether the estimated remaining undiscounted future cash flows of the community are more or less than the asset’s carrying value. If the undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and is written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including timing and amounts of development costs and sales prices of real estate assets, to determine if expected future undiscounted cash flows will be sufficient to recover the asset’s carrying value.

When estimating undiscounted cash flows of a community, we make various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders in other communities, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.

Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model maintenance costs and advertising costs). Depending on the underlying objective of the community, assumptions could have a significant impact on the projected cash flow analysis. For example, if our objective is to preserve operating margins, our cash flow analysis will be different than if the objective is to increase sales. These objectives may vary significantly from community to community and over time. If assets are considered impaired, impairment is determined by the amount the asset’s carrying value exceeds its fair value. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development, construction and delivery timelines; market risk of price erosion; uncertainty of

- 52 -


development or construction cost increases; and other risks specific to the asset or market conditions where the asset is located when assessment is made. These factors are specific to each community and may vary among communities. We perform a quarterly review for indicators of impairment. We did not note any indicators of impairment for any projects, and no impairment adjustments relating to real estate inventories were recorded, forFor the years ended December 31, 2015, 2014 and 2013 2012we recorded real estate inventory impairment charges of $1.2 million, $931,000 and 2011.$341.1 million, respectively.  The impairment charge in 2013 is primarily related to the impairment of Coyote Springs, which was an excluded asset per the Transaction Agreement.  

Revenue Recognition

Home Sales and Profit Recognition.In accordance with ASC 360, Property, Plant, and Equipment, revenues from home sales and other real estate sales are recorded and a profit is recognized when the respective units are closed.delivered. Home sales and other real estate sales are closeddelivered when all conditions of escrow are met, including delivery of the home or other real estate asset, title passage, appropriate consideration is received and collection

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of associated receivables, if any, is reasonably assured. Sales incentives are a reduction of revenues when the respective unit is closed.delivered. When it is determined that the earnings process is not complete, the sale andand/or the related profit are deferred for recognition in future periods. The profit we record is based on the calculation of cost of sales, which is dependent on our allocation of costs, as described in more detail above in the section entitled “—Real“Real Estate Inventories and Cost of Sales.”

Fee Building. We enter into construction management agreements to provide fee building services whereby we will build, market and sell homes on behalf of independent third-party property owners. The independent third-party property owner funds all project costs incurred by us to build and sell the homes. We primarily enter into cost plus fee contracts where we charge independent third-party property owners for all direct and indirect costs plus a negotiated management fee. For these types of contracts, we recognize revenue based on the actual total costs we have expended and the applicable management fee. The management fee is typically a fixed fee based on a percentage of the cost or home sales revenue of the project depending on the terms of the agreement with the independent third-party property owner. In accordance with ASC 605, Revenue Recognition, revenues from construction management services are recognized over a cost-to-cost approach in applying the percentage-of-completion method. Under this approach, revenue is earned in proportion to total costs incurred, divided by total costs expected to be incurred. The total estimated cost plus the management fee represents the total contract value. We recognize revenue based on the actual labor and other direct costs incurred, plus the portion of the management fee we have earned to date. In the course of providing our services, we routinely subcontract for services and incur other direct costs on behalf of our clients. These costs are passed through to clients and, in accordance with industry practice and GAAP, are included in our revenue and cost of revenue. Under certain agreements, we are eligible to receive additional incentive compensation, as certain financial thresholds defined in the agreement are achieved. We recognize revenue for any incentive compensation when such financial thresholds are probable of being met and such compensation is deemed to be collectible, generally at the date the amount is communicated to us by the independent third-party property owner.

We also enter into fee building contracts where we do not bear risks for any services outside of our own. For these types of contracts, we recognize revenue as services are performed. We do not recognize any revenue or costs related to subcontractors’ cost since we do not bear any risk related to them.

Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates.

Warranty Reserves

In the normal course of business, we incur warranty-related costs associated with homes that have been delivered to homebuyers. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuildinghome sales revenues are recognized while indirect warranty overhead salaries and related costs are charged to cost of sales in the period incurred. Amounts are accrued based upon our historical rates. We also consider historical experience of our peers due to our limited history related to home sales. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts as appropriate for current quantitative and qualitative factors.  Factors that affect the warranty accruals include the number of homes delivered, historical and anticipated rates of warranty claims and cost per claim.Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims experience is a strong indicator of future claims experience.  In addition, we maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related claims.  Included in our warranty reserve accrual are allowances to cover our estimated costs of self-insured retentions and deductible amounts under these policies and estimated costs for claims that may not be covered by applicable insurance or indemnities.  Estimation of these accruals include consideration of our claims history, including current claims and estimates of claims incurred but not yet reported. In 2015, we engaged a third-party actuary to analyze our warranty reserves and allowances to cover any current or future construction-related claims.  The third-party actuary used our historical expense and claim data, as well as industry data, to estimate a reserve amount.  As result of this analysis, we increased our warranty liability by $6.0 million during the fourth quarter of 2015.  Although we consider the warranty accruals reflected in our consolidated balance sheet to be adequate, actual future costs could differ significantly from our currently estimated amounts. Our warranty accrual is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

Stock-Based Compensation

We account for share-based awards in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees.

Share-based awards are expensed on a straight-line basis over the expected vesting period.

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Income Taxes

We account for income taxes in accordance with ASC Topic 740,Income Taxes.Taxes (“ASC 740”). Deferred tax assets and liabilities are recorded based on future tax consequences of both temporary differences between the amounts reported for financial reporting purposes and the amounts deductible for income tax purposes, and are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.

Each quarter we assess our deferred tax assetassets to determine whether all or any portion of the assetassets is more likely than not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our current and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods and tax planning alternatives. Due to uncertainties inherent in the estimation process, it is possible that actual results may vary from estimates.

The Company classifiesWe classify any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. TheAs of December 31, 2015 and 2014, the Company hashad liabilities for gross unrecognized tax benefits of $272,000 and $14.9 million, respectively, the majority of which were assumed in connection with the Merger.

Goodwill

In accordance with ASC Topic 350, Intangibles-Goodwilland Other (“ASC 350”), we will evaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Based on our qualitative analysis, we have concluded that there were no significant uncertain tax positions requiring recognition in itsas of December 31, 2015, our goodwill was not impaired.  For further details on the goodwill, see Note 2, Merger with Weyerhaeuser Real Estate Company, of the notes to our consolidated financial statements nor has the Company been assessed interest or penalties by any major tax jurisdictions related to 2013 or prior years.included elsewhere in this annual report on Form 10-K.

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Related Party Transactions

In March 2011 and December 2012,June of 2014, TRI Pointe (through its predecessor in interest, TPH LLC) acquired 62 lots and 25 lots, respectively, in the Rosedale master planned community located in Azusa, California, for a purchase price of approximately $6.5 million and $3.5 million (plus a potential profit participation should a specific net margin be exceeded), respectively, from an entity in which an affiliate of the Starwood Capital Group owns a minority interest.

In December 2012, TRI Pointe (through its predecessor in interest, TPH LLC) acquired 57 lots out of a total commitment of 14946 lots located in Castle Rock, Colorado, for a purchase price of approximately $3.2$2.7 million from an entity managed by an affiliate of the Starwood Capital Group. TRI Pointe has the right to acquire the remaining 92 entitled lots for a purchase priceIn January of approximately $5.4 million.

In March 2013,2015, TRI Pointe acquired an additional 66 lots in the Rosedale master planned community located in Azusa, California, for a purchase price of approximately $15.7 million (plus a potential profit participation should a specific net margin be exceeded) from an entity in which an affiliate of the Starwood Capital Group owns a minority interest. This acquisition was approved by TRI Pointe independent directors.

In September 2013, TRI Pointe acquired 87 lots located in the master planned community of Sycamore Creek in Riverside, CA, for a purchase price of approximately $11.8 million, and 49 lots located in the community of Topazridge, also located in Riverside, CA, for a purchase price of approximately $6 million. These lots were purchased from entities managed by an affiliate of the Starwood Capital Group. This acquisition was approved by TRI Pointe independent directors.

In December 2013, TRI Pointe acquired 6746 lots located in Castle Rock, Colorado, for a purchase price of approximately $3.8$2.8 million from an entity managed by an affiliate of the Starwood Capital Group. The chairman of the Company’s board of directors is Barry Sternlicht who is also the chairman of the Starwood Capital Group.  This acquisition was approved by TRI PointePointe’s independent directors.

The Starwood Capital Group (through itsIn October of 2015, we entered into an agreement with an affiliate the Starwood Fund) owns 11,985,905 sharesof BlackRock, Inc. to acquire 161 lots located in Dublin, California, for a purchase price of approximately $60 million.  BlackRock, Inc. is a greater than five percent holder of our common stock,stock.  This acquisition was approved by the Executive Land Committee, which represents 37.9%is comprised of our common stockindependent directors.

Prior to the Merger, WRECO was a wholly-owned subsidiary of Weyerhaeuser. Weyerhaeuser provided certain services including payroll processing and related employee benefits, other corporate services such as corporate governance, cash management and other treasury services, administrative services such as government relations, tax, internal audit, legal, accounting, human resources and equity-based compensation plan administration, lease of February 21, 2014. Additionally, Barry Sternlicht,office space, aviation services and insurance coverage. WRECO was allocated a portion of Weyerhaeuser corporate general and administrative costs on either a proportional cost or usage basis.

During the Chairmanyear ended December 31, 2014 and Chief Executive Officerprior to the Merger, WRECO sold $4.8 million of Starwood Capital Group, is also chairmanmineral rights and $21.2 million of our board.land to Weyerhaeuser.

Recently Issued Accounting Standards

On February 5, 2013,In April 2014, the FASB issued amendments to Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The update requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. We adopted ASU 2014-08 on January 1, 2015 and the adoption had no impact on our current or prior year financial statements.

In May 2014, the FASB issued Accounting Standards Update 2013-02, Reporting2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The core principle of Amounts Reclassified OutASU 2014-09 is that an entity should recognize revenue to depict the transfer of Accumulated Other Comprehensive Incomepromised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, Revenue Recognition, most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. On July 9, 2015, the FASB voted to defer the effective date of ASU No. 2014-09 by one year and it is now effective for public entities for the annual periods ending after December 15, 2017, and for annual and interim periods thereafter.  Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09.  Early adoption is permitted, but can be no earlier than the original public entity effective date of fiscal years, and the interim periods within those years, beginning after December 15, 2016.  We are currently evaluating the approach for implementation and the potential impact of adopting this guidance on our consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2013-02”2014-15”), Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which adds additional disclosure requirementsrequires management to evaluate, in connection with preparing financial statements for items reclassified outeach annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We believe the adoption of accumulated other comprehensive income (loss).this guidance will not have a material effect on our consolidated financial statements.

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In February 2015, the FASB issued Accounting Standards Update No. 2015-02, (“ASU 2015-02”), Consolidation (Topic 810): Amendments to the Consolidation Analysis.  ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We believe the adoption of ASU 2015-02 will not have a material effect on our consolidated financial statements.

In April 2015 and August 2015, the FASB issued Accounting Standards Update No. 2015-03, (“ASU 2015-03”), Interest - Imputation of Interest (Subtopic 835-30) and Accounting Standards Update No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which changes the presentation of debt issuance costs related to a recognized debt liability in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. The FASB will permit debt issuance costs related to line-of-credit agreements to be deferred and presented as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.  Amortization of the costs is reported as interest expense.  We adopted ASU 2013-02 during the year ended2015-03 on December 31, 2013.2015 and applied the new guidance retrospectively to all prior periods presented in the financial statements. As a result of the adoption of ASU 2015-03, $20.4 million and $23.7 million of deferred loan costs at December 31, 2015 and 2014, respectively, were reclassified from “Other assets” to “Senior notes” in our Consolidated Balance Sheets.  See Note 13, Senior Notes and Notes Payable and Other Borrowings, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K for additional information.  

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, (“ASU 2015-17”), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of position.  ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.  The adoption of ASU 2015-17 will not have a material effect on our consolidated financial statements.

 

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Item 7A.

Quantitative and QualitativeQualitative Disclosures About Market Risk

We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate debt. We did not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial instruments as of or during the year ended December 31, 2013.2015. We have not entered into and currently do not hold derivatives for trading or speculative purposes. Many of the statements contained in this section are forward looking and should be read in conjunction with our disclosures under the heading “Cautionary Note Concerning Forward-Looking Statements.”

The table below details the principal amount and the average interest rates for the outstanding debt for each category based upon the expected maturity or disposition dates. The fair value of our variable rate debt, which consists of our securedunsecured revolving credit facilitiesfacility, seller financed loans and our acquisition and development loans,Senior Notes, is based on quoted market prices for the same or similar instruments as of December 31, 2013.2015.

 

 

Expected Maturity Date

 

 

 

 

 

  Expected Maturity Date   

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

December 31,

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

  December 31,     Estimated 

 

(dollars in thousands)

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate debt

 

$

 

 

$

 

 

$

 

 

$

299,392

 

 

$

 

 

$

 

 

$

299,392

 

 

$

299,392

 

Weighted average interest rate

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

 

 

2.4

%

 

 

0.0

%

 

 

0.0

%

 

 

2.4

%

 

 

2.4

%

  2014 2015-2018 Thereafter Total Fair Value 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  (dollars in thousands) 

Liabilities:

      

Variable rate debt(1)

  $138,112   $—     $—     $138,112   $138,112  

Fixed rate debt

 

$

2,434

 

 

$

 

 

$

 

 

$

450,000

 

 

$

 

 

$

450,000

 

 

$

902,434

 

 

$

883,828

 

Weighted average interest rate

   3.2 0.0 0.0 3.2 3.2

 

 

6.8

%

 

 

0.0

%

 

 

0.0

%

 

 

4.4

%

 

 

0.0

%

 

 

5.9

%

 

 

5.1

%

 

 

5.1

%

 

(1)Contractual maturities of the variable rate debt are in 2014 and 2016; however, the assets securing the loans are expected to be sold in less than a year and consequently repayment will be required at that time. For a more detailed description of ourlong-term debt, please see Note 4 of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.

Based on the current interest rate management policies we have in place with respect to our outstanding debt, we do not believe that the future market rate risks related to the above securities will have a material adverse impact on our financial position, results of operations or liquidity. For a more detailed description of our long-term debt, please see Note 413, Senior Notes and Notes Payable and Other Borrowings, of the notes to our consolidated financial statements included elsewhere in this annual report on Form 10-K.

Item 8.

Item 8.

Financial Statements and Supplementary Data

The information required bySee Item 15 included in this item appears beginning on page 59.report.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures that are designed to ensure that material information relating to the Company and its subsidiarieswe are required to be disclosed by usdisclose in the reports that are filedwe file or submit under the Securities Exchange Act, of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported inwithin the time periods specified in the SEC’s rules and forms, and that this information is accumulated and communicated to our management, including our chief executive officerthe Chief Executive Officer (the “Principal Executive Officer”) and chief financial officer,Chief Financial Officer (the “Principal Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of oursenior management, including our chief executive officerPrincipal Executive Officer and chief financial officer,Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operation ofevaluated our disclosure controls and procedures, as of December 31, 2013.such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officerour Principal Executive Officer and chief financial officerPrincipal Financial Officer concluded that the Company’sour disclosure controls and procedures were effective as of December 31, 2013.

2015.

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Management’sManagement's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act RuleRules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Under the supervision and with the participation of our management, including our chief executive officerChief Executive Officer and chief financial officer,Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – IntegrateControl-Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – IntegratedControl-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.2015.

This annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm on theThe effectiveness of our internal control over financial reporting as of December 31, 2013 due2015 has been audited by Ernst & Young LLP, our independent registered public accounting firm, as stated in its attestation report which is included herein.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of TRI Pointe Group, Inc.

We have audited TRI Pointe Group, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). TRI Pointe Group, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an exemption offeredopinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to usobtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, TRI Pointe Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of TRI Pointe Group, Inc. as of December 31, 2015 and 2014, and the related consolidated statement of operations, equity, and cash flows for each of the two years in the period ended December 31, 2015 of TRI Pointe Group, Inc. and our report dated February 26, 2016 expressed an emerging growth company under the JOBS act.unqualified opinion thereon. 

/s/ Ernst & Young LLP

 

Item 9B.Other Information

None.Irvine, California

February 26, 2016

 

- 5665 -


PART III

Changes in Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any change occurred during the fourth quarter of the year ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the fourth quarter of the period covered by this report.

Item 9B.

Other Information

None.

 

- 66 -


part iII

Item 10.

Directors, Executive Officers and Corporate Governance

The information required in response to this item is incorporated by reference from the information contained in our 20142016 Proxy Statement under the captions “Board of Directors,” “Management,” “Section 16(A)16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance.”

Item 11.

Executive Compensation

The information required in response to this item is incorporated by reference to our 20142016 Proxy Statement under the captions “Executive Compensation,” “Compensation Committee Report,” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation.”

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders

The information required in response to this item is incorporated by reference to our 20142016 Proxy Statement under the captions “Ownership of TRI PointeOur Common Stock” and “Equity Compensation Plan Information.”

Item 13.

Certain Relationships and Related Party Transactions, and Director Independence

The information required in response to this item is incorporated by reference to our 20142016 Proxy Statement under the captioncaptions “Corporate Governance” and “Certain Relationships and Related Party Transactions.”

Item 14.

Principal Accountant Fees and Services

The information required in response to this item is incorporated by reference to our 20142016 Proxy Statement under the caption “Audit Committee Matters.”

 

- 5767 -


PART IV

part iV

 

Item 15.

Exhibits, Financial Statements and Financial Statement Schedules

(a)

The following documents are filed as part of this annual report on Form 10-K:

 

(1)

Financial Statements:

 

 

(2)

Financial Statement Schedules

All other schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.

 

(3)

Exhibits

The exhibits filed or furnished as part of this annual report on Form 10-K are listed in the Index to Exhibits immediately preceding those exhibits, which Index is incorporated in this Item by reference.

 

- 5868 -


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

TRI Pointe Homes,Group, Inc.

We have audited the accompanying consolidated balance sheets of TRI Pointe Group, Inc. (formerly TRI Pointe Homes, Inc.) as of December 31, 20132015 and 2012,2014, and the related consolidated statements of operations, equity, and cash flows for each of the threetwo years in the period ended December 31, 2013.2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, andas well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TRI Pointe Homes,Group, Inc. at December 31, 20132015 and 2012,2014, and the consolidated results of its operations and cash flows for each of the threetwo years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company changed its reporting of debt issuance costs as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.”

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TRI Pointe Group’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Irvine, California

February 26, 2016

- 69 -


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholder

Weyerhaeuser Real Estate Company:

We have audited the accompanying consolidated statements of operations, changes in equity, and cash flows for the year ended December 31, 2013 of Weyerhaeuser Real Estate Company and subsidiaries as of December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Weyerhaeuser Real Estate Company and subsidiaries for the year ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & YoungKPMG LLP

Irvine, CaliforniaSeattle, WA

February 27,18, 2014

 

- 5970 -


TRI POINTE HOMES,GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

   December 31,
2013
   December 31,
2012
 

Assets

    

Cash and cash equivalents

  $35,261    $19,824  

Real estate inventories

   455,642     194,083  

Contracts and accounts receivable

   1,697     548  

Deferred tax assets

   4,611     —    

Other assets

   8,824     3,061  
  

 

 

   

 

 

 

Total Assets

  $506,035    $217,516  
  

 

 

   

 

 

 

Liabilities and Equity

    

Accounts payable

  $23,397    $7,823  

Accrued liabilities

   22,220     3,172  

Notes payable

   138,112     57,368  
  

 

 

   

 

 

 

Total Liabilities

   183,729     68,363  
  

 

 

   

 

 

 

Commitments and contingencies (Note 6)

   —       —    

Equity:

    

Members equity

   —       149,153  

Stockholders’ equity:

    

Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares outstanding as of December 31, 2013

   —       —    

Common stock, $0.01 par value, 500,000,000 shares authorized, 31,597,907 shares issued and outstanding as of December 31, 2013

   316     —    

Additional paid-in capital

   310,878     —    

Retained earnings

   11,112     —    
  

 

 

   

 

 

 

Total Stockholders’ equity

   322,306     —    
  

 

 

   

 

 

 

Total Equity

   322,306     149,153  
  

 

 

   

 

 

 

Total Liabilities and Equity

  $506,035    $217,516  
  

 

 

   

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

214,485

 

 

$

170,629

 

Receivables

 

 

43,710

 

 

 

20,118

 

Real estate inventories

 

 

2,519,273

 

 

 

2,280,183

 

Investments in unconsolidated entities

 

 

18,999

 

 

 

16,805

 

Goodwill and other intangible assets, net

 

 

162,029

 

 

 

162,563

 

Deferred tax assets, net

 

 

130,657

 

 

 

157,821

 

Other assets

 

 

48,918

 

 

 

81,719

 

Total assets

 

$

3,138,071

 

 

$

2,889,838

 

Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

64,840

 

 

$

68,860

 

Accrued expenses and other liabilities

 

 

216,263

 

 

 

210,009

 

Unsecured revolving credit facility

 

 

299,392

 

 

 

260,000

 

Seller financed loans

 

 

2,434

 

 

 

14,677

 

Senior notes, net

 

 

868,679

 

 

 

863,816

 

Total liabilities

 

 

1,451,608

 

 

 

1,417,362

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares

   issued and outstanding as of December 31, 2015 and 2014, respectively

 

 

 

 

 

 

Common stock, $0.01 par value, 500,000,000 shares authorized;

   161,813,750 and 161,355,490 shares issued and outstanding at

   December 31, 2015 and 2014, respectively

 

 

1,618

 

 

 

1,614

 

Additional paid-in capital

 

 

911,197

 

 

 

906,159

 

Retained earnings

 

 

751,868

 

 

 

546,407

 

Total stockholders’ equity

 

 

1,664,683

 

 

 

1,454,180

 

Noncontrolling interests

 

 

21,780

 

 

 

18,296

 

Total equity

 

 

1,686,463

 

 

 

1,472,476

 

Total liabilities and equity

 

$

3,138,071

 

 

$

2,889,838

 

See accompanying notes.

 

- 6071 -


TRI POINTE HOMES,GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share amounts)

 

   Year Ended December 31, 
   2013  2012  2011 

Revenues:

    

Home sales

  $247,091   $77,477   $13,525  

Fee building

   10,864    1,073    5,804  
  

 

 

  

 

 

  

 

 

 

Total revenues

   257,955    78,550    19,329  
  

 

 

  

 

 

  

 

 

 

Expenses:

    

Cost of home sales

   193,092    63,688    12,075  

Fee building

   9,782    924    5,654  

Sales and marketing

   8,486    4,636    1,553  

General and administrative

   17,057    6,772    4,620  
  

 

 

  

 

 

  

 

 

 

Total expenses

   228,417    76,020    23,902  
  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

   29,538    2,530    (4,573

Transaction expense (Note 1)

   (4,087  —      —    

Other income (expense), net

   302    (24  (20
  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes

   25,753    2,506    (4,593

Provision for income taxes

   (10,379  —      —    
  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $15,374   $2,506   $(4,593
  

 

 

  

 

 

  

 

 

 

Earnings (loss) per share (Note 9)

    

Basic

  $0.50   $0.12   $(0.36

Diluted

  $0.50   $0.12   $(0.36

Weighted average number of shares (Note 9)

    

Basic

   30,775,989    21,597,907    12,681,352  

Diluted

   30,797,602    21,597,907    12,681,352  

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Homebuilding:

 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenue

 

$

2,291,264

 

 

$

1,646,274

 

 

$

1,218,430

 

Land and lot sales revenue

 

 

101,284

 

 

 

47,660

 

 

 

52,261

 

Other operations

 

 

7,601

 

 

 

9,682

 

 

 

4,021

 

Total revenues

 

 

2,400,149

 

 

 

1,703,616

 

 

 

1,274,712

 

Cost of home sales

 

 

1,807,091

 

 

 

1,316,470

 

 

 

948,561

 

Cost of land and lot sales

 

 

34,844

 

 

 

37,560

 

 

 

38,052

 

Other operations

 

 

4,360

 

 

 

3,324

 

 

 

2,854

 

Impairments and lot option abandonments

 

 

1,930

 

 

 

2,515

 

 

 

345,448

 

Sales and marketing

 

 

116,217

 

 

 

103,600

 

 

 

94,521

 

General and administrative

 

 

117,496

 

 

 

82,358

 

 

 

74,244

 

Restructuring charges

 

 

3,329

 

 

 

10,543

 

 

 

10,938

 

Homebuilding income (loss) from operations

 

 

314,882

 

 

 

147,246

 

 

 

(239,906

)

Equity in income (loss) of unconsolidated entities

 

 

1,460

 

 

 

(278

)

 

 

2

 

Transaction expenses

 

 

 

 

 

(17,960

)

 

 

 

Other income (loss), net

 

 

858

 

 

 

(1,019

)

 

 

2,450

 

Homebuilding income (loss) from continuing operations before taxes

 

 

317,200

 

 

 

127,989

 

 

 

(237,454

)

Financial Services:

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

1,010

 

 

 

 

 

 

 

Expenses

 

 

181

 

 

 

15

 

 

 

 

Equity in income (loss) of unconsolidated entities

 

 

1,231

 

 

 

(10

)

 

 

 

Financial services income (loss) from continuing operations before

   taxes

��

 

2,060

 

 

 

(25

)

 

 

 

Income (loss) from continuing operations before taxes

 

 

319,260

 

 

 

127,964

 

 

 

(237,454

)

(Provision) benefit for income taxes

 

 

(112,079

)

 

 

(43,767

)

 

 

86,161

 

Income (loss) from continuing operations

 

 

207,181

 

 

 

84,197

 

 

 

(151,293

)

Discontinued operations, net of income taxes

 

 

 

 

 

 

 

 

1,838

 

Net income (loss)

 

 

207,181

 

 

 

84,197

 

 

 

(149,455

)

Net income attributable to noncontrolling interests

 

 

(1,720

)

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

84,197

 

 

$

(149,455

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to TRI Pointe Group, Inc. common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

205,461

 

 

$

84,197

 

 

$

(151,293

)

Income from discontinued operations

 

 

 

 

 

 

 

 

1,838

 

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

84,197

 

 

$

(149,455

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

161,692,152

 

 

 

145,044,351

 

 

 

129,700,000

 

Diluted

 

 

162,319,758

 

 

 

145,531,289

 

 

 

129,700,000

 

See accompanying notes.

 

- 6172 -


TRI POINTE HOMES,GROUP, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except share amounts)

 

  Stockholders’ Equity       
  Number of
Common
Shares
  Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
  Total
Stockholders’
Equity
  Members’
Equity
  Total
Equity
 

Balance at December 31, 2010

  —     $—     $—     $—     $—     $24,858   $24,858  

Net loss

  —      —      —      —      —      (4,593  (4,593

Contributions

  —      —      —      —      —      64,000    64,000  

Financial Advisory fee paid on capital raised

  —      —      —      —      —      (2,240  (2,240

Amortization of equity based incentive units

  —      —      —      —      —      466    466  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2011

  —      —      —      —      —      82,491    82,491  

Net income

  —      —      —      —      —      2,506    2,506  

Contributions

  —      —      —      —      —      66,000    66,000  

Financial Advisory fee paid on capital raised

  —      —      —      —      —      (2,310  (2,310

Amortization of equity based incentive units

  —      —      —      —      —      466    466  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2012

  —      —      —      —      —      149,153    149,153  

Net income

  —      —      —      15,374    15,374    —      15,374  

Conversion of members’ equity into common stock

  21,597,907    216    153,199    (4,262  149,153    (149,153  —    

Issuance of common stock, net of issuance costs

  10,000,000    100    155,308    —      155,408    —      155,408  

Stock-based compensation expense

  —      —      2,371    —      2,371    —      2,371  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2013

  31,597,907   $316   $310,878   $11,112   $322,306   $—     $322,306  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

Number of

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-in

 

 

Retained

 

 

Stockholders'

 

 

Noncontrolling

 

 

Total

 

 

 

Shares (Note 1)

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance at December 31, 2012

 

 

129,700,000

 

 

$

1,297

 

 

$

340,817

 

 

$

611,665

 

 

$

953,779

 

 

$

39,948

 

 

$

993,727

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(149,455

)

 

 

(149,455

)

 

 

 

 

 

(149,455

)

Return of capital to Weyerhaeuser

 

 

 

 

 

 

 

 

(13,920

)

 

 

 

 

 

(13,920

)

 

 

 

 

 

(13,920

)

Excess tax benefit of share-based

   awards, net

 

 

 

 

 

 

 

 

1,690

 

 

 

 

 

 

1,690

 

 

 

 

 

 

1,690

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

5,002

 

 

 

 

 

 

5,002

 

 

 

 

 

 

5,002

 

Distributions to noncontrolling

   interests, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,121

)

 

 

(7,121

)

Net effect of consolidations,

   de-consolidations and other

   transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,406

)

 

 

(4,406

)

Balance at December 31, 2013

 

 

129,700,000

 

 

 

1,297

 

 

 

333,589

 

 

 

462,210

 

 

 

797,096

 

 

 

28,421

 

 

 

825,517

 

Net income

 

 

 

 

 

 

 

 

 

 

 

84,197

 

 

 

84,197

 

 

 

 

 

 

84,197

 

Capital contribution by Weyerhaeuser,

   net

 

 

 

 

 

 

 

 

63,355

 

 

 

 

 

 

63,355

 

 

 

 

 

 

63,355

 

Common shares issued in connection

   with the Merger (Note 2)

 

 

31,632,533

 

 

 

317

 

 

 

498,656

 

 

 

 

 

 

498,973

 

 

 

 

 

 

498,973

 

Shares issued under share-based

   awards

 

 

22,957

 

 

 

 

 

 

176

 

 

 

 

 

 

176

 

 

 

 

 

 

176

 

Excess tax benefit of share-based

   awards, net

 

 

 

 

 

 

 

 

1,757

 

 

 

 

 

 

1,757

 

 

 

 

 

 

1,757

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

8,626

 

 

 

 

 

 

8,626

 

 

 

 

 

 

8,626

 

Distributions to noncontrolling

   interests, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,248

)

 

 

(17,248

)

Net effect of consolidations,

   de-consolidations and other

   transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,123

 

 

 

7,123

 

Balance at December 31, 2014

 

 

161,355,490

 

 

 

1,614

 

 

 

906,159

 

 

 

546,407

 

 

 

1,454,180

 

 

 

18,296

 

 

 

1,472,476

 

Net income

 

 

 

 

 

 

 

 

 

 

 

205,461

 

 

 

205,461

 

 

 

1,720

 

 

 

207,181

 

Adjustment to capital contribution by

   Weyerhaeuser, net

 

 

 

 

 

 

 

 

(6,747

)

 

 

 

 

 

(6,747

)

 

 

 

 

 

(6,747

)

Shares issued under share-based

   awards

 

 

458,260

 

 

 

4

 

 

 

1,612

 

 

 

 

 

 

1,616

 

 

 

 

 

 

1,616

 

Excess tax benefit of share-based

   awards, net

 

 

 

 

 

 

 

 

428

 

 

 

 

 

 

428

 

 

 

 

 

 

428

 

Minimum tax withholding paid on

   behalf of employees for restricted

   stock units

 

 

 

 

 

 

 

 

(2,190

)

 

 

 

 

 

(2,190

)

 

 

 

 

 

(2,190

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

11,935

 

 

 

 

 

 

11,935

 

 

 

 

 

 

11,935

 

Distributions to noncontrolling

   interests, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,833

)

 

 

(3,833

)

Net effect of consolidations,

   de-consolidations and other

   transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,597

 

 

 

5,597

 

Balance at December 31, 2015

 

 

161,813,750

 

 

$

1,618

 

 

$

911,197

 

 

$

751,868

 

 

$

1,664,683

 

 

$

21,780

 

 

$

1,686,463

 

See accompanying notes.

 

- 6273 -


TRI POINTE HOMES,GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

   Year Ended December 31, 
   2013  2012  2011 

Cash flows from operating activities

    

Net income (loss)

  $15,374   $2,506   $(4,593

Adjustments to reconcile net income (loss) to net cash used in operating activities:

    

Depreciation and amortization

   866    431    758  

Amortization of stock-based compensation

   2,371    466    466  

Deferred income taxes

   (4,611  —      —    

Changes in operating assets and liabilities:

    

Real estate inventories

   (261,559  (112,060  (67,915

Contracts and accounts receivable

   (1,149  (477  2,035  

Other assets

   (6,123  (1,686  170  

Accounts payable

   15,574    5,708    1,662  

Accrued liabilities

   19,048    875    974  
  

 

 

  

 

 

  

 

 

 

Net cash used in operating activities

   (220,209  (104,237  (66,443
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities

    

Purchases of furniture and equipment

   (506  (288  (308

Purchases of marketable securities

   (125,000  —      —    

Sales of marketable securities

   125,000    —      —    
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (506  (288  (308
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities

    

Net proceeds from issuance of common stock

   155,408    —      —    

Cash contributions from member

   —      66,000    64,000  

Financial advisory fee paid on capital raised

   —      (2,310  (2,240

Borrowings from notes payable

   258,624    115,888    6,981  

Repayments of notes payable

   (177,880  (65,393  (3,570
  

 

 

  

 

 

  

 

 

 

Net cash provided by financing activities

   236,152    114,185    65,171  
  

 

 

  

 

 

  

 

 

 

Net increase in cash and cash equivalents

   15,437    9,660    (1,580

Cash and cash equivalents – beginning of period

   19,824    10,164    11,744  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents – end of period

  $35,261   $19,824   $10,164  
  

 

 

  

 

 

  

 

 

 

Supplemental disclosure of cash flow information

    

Interest paid, net of amounts capitalized

  $—     $—     $—    
  

 

 

  

 

 

  

 

 

 

Income taxes paid

  $7,226   $—     $—    
  

 

 

  

 

 

  

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

207,181

 

 

$

84,197

 

 

$

(149,455

)

Adjustments to reconcile net income to net cash used in operating

   activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,274

 

 

 

11,423

 

 

 

13,489

 

Equity in (income) loss of unconsolidated entities, net

 

 

(2,691

)

 

 

288

 

 

 

(2

)

Deferred income taxes, net

 

 

27,164

 

 

 

5,716

 

 

 

(108,869

)

Amortization of stock-based compensation

 

 

11,935

 

 

 

8,626

 

 

 

5,002

 

Charges for impairments and lot option abandonments

 

 

1,930

 

 

 

2,515

 

 

 

345,448

 

Net gain on sale of discontinued operations

 

 

 

 

 

 

 

 

(1,946

)

Charge for early extinguishment of debt

 

 

 

 

 

 

 

 

645

 

Bridge commitment fee

 

 

 

 

 

10,322

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate inventories

 

 

(235,030

)

 

 

(276,315

)

 

 

(165,471

)

Receivables

 

 

(23,592

)

 

 

40,933

 

 

 

44,689

 

Other assets

 

 

35,360

 

 

 

(6,680

)

 

 

(19,391

)

Accounts payable

 

 

(4,020

)

 

 

5,571

 

 

 

(6,538

)

Accrued expenses and other liabilities

 

 

4,494

 

 

 

(46

)

 

 

20,200

 

Returns on investments in unconsolidated entities, net

 

 

 

 

 

80

 

 

 

1,111

 

Other operating cash flows

 

 

 

 

 

 

 

 

84

 

Net cash provided by (used in) operating activities

 

 

31,005

 

 

 

(113,370

)

 

 

(21,004

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(809

)

 

 

(7,850

)

 

 

(10,350

)

Cash acquired in the Merger

 

 

 

 

 

53,800

 

 

 

 

Proceeds from sale of property and equipment

 

 

 

 

 

23

 

 

 

5

 

Investments in unconsolidated entities

 

 

(1,468

)

 

 

(1,311

)

 

 

(1,571

)

Proceeds from the sale of discontinued operations

 

 

 

 

 

 

 

 

3,623

 

Distributions from unconsolidated entities

 

 

1,415

 

 

 

 

 

 

 

Net cash (used in) provided by investing activities

 

 

(862

)

 

 

44,662

 

 

 

(8,293

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings from debt

 

 

140,000

 

 

 

100,600

 

 

 

 

Repayment of debt

 

 

(112,851

)

 

 

(53,051

)

 

 

(109,900

)

Debt issuance costs

 

 

(2,688

)

 

 

(23,000

)

 

 

 

Proceeds from issuance of senior notes

 

 

 

 

 

886,698

 

 

 

 

Bridge commitment fee

 

 

 

 

 

(10,322

)

 

 

 

Repayment of debt payable to Weyerhaeuser

 

 

 

 

 

(623,589

)

 

 

145,036

 

Decrease in book overdrafts

 

 

 

 

 

(22,491

)

 

 

6,821

 

Distributions to Weyerhaeuser

 

 

 

 

 

(8,606

)

 

 

(13,920

)

Net (repayments) proceeds of debt held by variable interest entities

 

 

(6,769

)

 

 

3,903

 

 

 

5,582

 

Contributions from noncontrolling interests

 

 

5,990

 

 

 

1,895

 

 

 

925

 

Distributions to noncontrolling interests

 

 

(9,823

)

 

 

(19,143

)

 

 

(8,046

)

Proceeds from issuance of common stock under share-based

   awards

 

 

1,616

 

 

 

176

 

 

 

 

Excess tax benefits of share-based awards

 

 

428

 

 

 

1,757

 

 

 

2,097

 

Minimum tax withholding paid on behalf of employees for

   share-based awards

 

 

(2,190

)

 

 

 

 

 

 

Net cash provided by financing activities

 

 

13,713

 

 

 

234,827

 

 

 

28,595

 

Net increase (decrease) in cash and cash equivalents

 

 

43,856

 

 

 

166,119

 

 

 

(702

)

Cash and cash equivalents - beginning of year

 

 

170,629

 

 

 

4,510

 

 

 

5,212

 

Cash and cash equivalents - end of year

 

$

214,485

 

 

$

170,629

 

 

$

4,510

 

See accompanying notes.

 

- 6374 -


TRI POINTE HOMES,GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. 

1.

Organization and Summary of Significant Accounting Policies

Organization

TRI Pointe Homes,Group, Inc. is engaged in the design, construction and sale of innovative single-family attached and detached homes through its portfolio of six quality brands across eight states, including Maracay Homes in major metropolitan areas located throughoutArizona, Pardee Homes in California and Colorado. We generate a significant amount of our revenues and profitsNevada, Quadrant Homes in California.

Initial Public Offering

In January 2013, the Company completed its initial public offering (“IPO”)Washington, Trendmaker Homes in which it issued and sold 10 million shares of common stock at the public offering price of $17.00 per share. The Company received proceeds of approximately $155.4 million, net of the underwriting discount and estimated offering expenses. In preparation of the IPO, the Company reorganized from a Delaware limited liability company into a Delaware corporation and was renamedTexas, TRI Pointe Homes Inc. Upon the closein California and Colorado and Winchester Homes in Maryland and Virginia.

Formation of the IPO and as of December 31, 2013, the Company had 31,597,907 common shares outstanding.

WRECO TransactionsTRI Pointe Group

On November 4, 2013, the Company announced thatJuly 7, 2015, TRI Pointe Homes reorganized its board of directors approvedcorporate structure (the “Reorganization”) whereby TRI Pointe Homes became a Transaction Agreement with Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), pursuant to which Weyerhaeuser Real Estate Company, a Washington corporation and an indirect wholly owned subsidiary of Weyerhaeuser (“WRECO”), will combine with Topaz Acquisition, Inc., a Washington corporation and a wholly owneddirect, wholly-owned subsidiary of TRI Pointe (“Merger Sub”) in a transaction valued at approximately $2.7 billion as of that date. Pursuant to the Transaction Agreement, Weyerhaeuser will distribute all the shares of common stock of WRECO (the “WRECO Common Shares”) to its shareholders (i) on a pro rata basis, (ii) in an exchange offer, or (iii) in a combination thereof (the “Distribution”). Weyerhaeuser will determine which approach it will take to consummate the Distribution prior to closing the transaction and no decision has been made at this time. Immediately following the Distribution, Merger Sub will merge with and into WRECO (the “Merger”), with WRECO surviving the Merger and becoming a wholly owned subsidiary of the Company. We expect to issue 129,700,000 shares of our common stock in the Merger, excluding shares to be issued for equity awards held by WRECO employees that are being assumed by us.Group.  As a result of the WRECO Transactions,reorganization, each share of common stock, par value $0.01 per share, of TRI Pointe Homes (“Homes Common Stock”) was cancelled and converted automatically into the Company has incurred due diligenceright to receive one validly issued, fully paid and other related transaction expenses duringnon-assessable share of common stock, par value $0.01 per share, of TRI Pointe Group (“Group Common Stock”), each share having the yearsame designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof as the shares of $4.1 million.Homes Common Stock being so converted.  TRI Pointe Group, as the successor issuer to TRI Pointe Homes (pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), began making filings under the Securities Act of 1933, as amended, and the Exchange Act on July 7, 2015.

In order to completeconnection with the MergerReorganization, TRI Pointe Group (i) became a co-issuer of TRI Pointe Homes’ 4.375% Senior Notes due 2019 and TRI Pointe Homes' 5.875% Senior Notes due 2024; and (ii) replaced TRI Pointe Homes as the borrower under TRI Pointe Homes’ existing unsecured revolving credit facility.

The business, executive officers and directors of TRI Pointe Group, and the related transactions, (i) WRECO will incur new indebtednessrights and limitations of approximately $800 million or more in the formholders of (a) debt securities, (b) senior unsecured bridge loans, or (c) a combination thereof; (ii) WRECO will make a cash paymentGroup Common Stock immediately following the Reorganization were identical to the business, executive officers and directors of approximately $739 million, subjectTRI Pointe Homes, and the rights and limitations of holders of Homes Common Stock immediately prior to adjustment, to Weyerhaeuser NR Company, the current direct parent of WRECO and a subsidiary of Weyerhaeuser, which cash will be retained by Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries); and (iii) Weyerhaeuser will cause certain assets relating to Weyerhaeuser’s real estate business to be transferred to, and certain liabilities relating to Weyerhaeuser’s real estate business to be assumed by, WRECO and its subsidiaries and cause certain assets of WRECO that will be excluded from the transaction to be transferred to, and certain liabilities that will be excluded from the transaction to be assumed by, Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries).Reorganization.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts have been eliminated upon consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. Subsequent events have been evaluated through the date the financial statements were issued.

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as described in “Reverse Acquisition” below, as well as other entities in which the Company has a controlling interest and variable interest entities (“VIEs”) in which the Company is the primary beneficiary.  The noncontrolling interests as of December 31, 2015 and 2014 represent the outside owners’ interests in the Company’s consolidated entities and the net equity of the VIE owners.  All significant intercompany accounts have been eliminated upon consolidation.

As a result of the adoption of ASU 2015-03, $20.4 million and $23.7 million of deferred loan costs at December 31, 2015 and 2014, respectively, were reclassified from “Other assets” to “Senior notes” in our Consolidated Balance Sheets.  See Note 13, Senior Notes and Notes Payable and Other Borrowings, for additional information.    

Unless the context otherwise requires, the terms “we”, “us”, “our” and “the Company” referhave the following meanings:

·

For periods prior to July 7, 2015: TRI Pointe Homes (and its consolidated subsidiaries)

·

For periods from and after July 7, 2015: TRI Pointe Group (and its consolidated subsidiaries)

Reverse Acquisition

On July 7, 2014 (the “Closing Date”), TRI Pointe Homes, Inc. (and its consolidated subsidiaries).

consummated the previously announced merger (the “Merger”) of our wholly-owned subsidiary, Topaz Acquisition, Inc. (“Merger Sub”), with and into Weyerhaeuser Real Estate Company (“WRECO”), with WRECO surviving the Merger and becoming our wholly-owned subsidiary, as contemplated by the Transaction Agreement, dated as of November 3, 2013 (the “Transaction Agreement”), by and among us, Weyerhaeuser Company (“Weyerhaeuser”), the Company, WRECO

 

- 6475 -



and Merger Sub. The Merger is accounted for in accordance with ASC Topic 805, Business Combinations (“ASC 805”). For accounting purposes, the Merger is treated as a “reverse acquisition” and WRECO is considered the accounting acquirer. Accordingly, WRECO is reflected as the predecessor and acquirer and therefore the accompanying consolidated financial statements reflect the historical consolidated financial statements of WRECO for all periods presented and do not include the historical financial statements of TRI Pointe prior to the Closing Date. Subsequent to the Closing Date, the consolidated financial statements reflect the results of the combined company.

See Note 2, Merger with Weyerhaeuser Real Estate Company, for further information on the Merger. In the Merger, each issued and outstanding WRECO common share was converted into 1.297 shares of TRI Pointe common stock. The historical issued and outstanding WRECO common shares (100,000,000 common shares for all periods presented prior to the Merger) have been recast (as 129,700,000 common shares of the Company for all periods prior to the Merger) in all periods presented to reflect this conversion.

Reclassifications

Certain amounts in our consolidated financial statements for prior years have been reclassified to conform to the current period presentation.

Financial Services Reporting Segment

During the three months ended December 31, 2015, we revised our comparative segment information to reflect our new reportable segment structure.  The adjusted segment information constitutes a reclassification for our financial services revenues, expenses and equity in income (loss) of unconsolidated entities previously reported in other operations and has no impact on reported net income (loss) or earnings (loss) per share for preceding periods. This change does not restate information previously reported in the consolidated balance sheets, consolidated statements of equity or consolidated statements of cash flows for the preceding periods. See Note 4. Segment Information, for additional information.

Use of Estimates

Our financial statements have been prepared in accordance with GAAP. The preparation of the Company’s consolidatedthese financial statements in conformity with GAAP requires our management to make estimates and assumptionsjudgments that affect the reported amounts of assets and liabilities and disclosurethe disclosures of commitmentscontingent liabilities at the date of the financial statements and contingencies. Accordingly, actualthe reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from theseour estimates.

Cash and Cash Equivalents and Concentration of Credit Risk

We define cash and cash equivalents as cash on hand, demand deposits with financial institutions, and short termshort-term liquid investments with an initial maturity date of less than three months. The Company’s cash balances exceed federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.

Real Estate Inventories and Cost of Sales

Real estate inventories consist of land, land under development, homes under construction, completed homes and model homes and are stated at cost, net of impairment losses. We capitalize pre-acquisition, land, development and other allocateddirect carrying costs, including interest, duringproperty taxes and related development costs to inventories. Field construction supervision and home construction. Applicablerelated direct overhead are also included in the capitalized cost of inventories. Direct construction costs incurred after developmentare specifically identified and allocated to homes while other common costs, such as land, land improvements and carrying costs, are allocated to homes within a community based upon their anticipated relative sales or construction is substantially complete are charged to selling, general and administrative, and other expenses as appropriate. Pre-acquisition costs, including non-refundable land deposits, are expensed to other income (expense) when we determine continuation of the respective project is not probable.fair value. In accordance with ASC Topic 835,Interest(“ASC 835”), homebuilding interest capitalized as a cost of inventories owned is included in costs of sales as related units or lots are sold. To the extent our debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the interest incurred by us. Qualified assets represent projects that are actively under development. ForHomebuilding cost of sales is recognized at the years ended December 31, 2013, 2012,same time revenue is recognized and 2011, we did not expense any interestis recorded based upon total estimated costs asto be allocated to each home within a community. Any changes to the qualified assets were in excess of debt.

Land, development and other commonestimated costs are typically allocated to inventory usingthe remaining undelivered lots and homes within their respective community. The estimation and allocation of these costs require a methodology that approximates the relative-sales-value method. Home construction costs per production phase are recorded using the specific identification method. Costsubstantial degree of judgment by management.

The estimation process involved in determining relative sales foror fair values is inherently uncertain because it involves estimating future sales values of homes closed includesbefore delivery. Additionally, in determining the allocation of costs to a particular land parcel or individual

- 76 -


home, we rely on project budgets that are based on a variety of assumptions, including assumptions about construction costs of each homeschedules and all applicable land acquisition, land development and related commonfuture costs (both incurred and estimated to be incurred) based uponincurred. It is common that actual results differ from budgeted amounts for various reasons, including construction delays, increases in costs that have not been committed or unforeseen issues encountered during construction that fall outside the relative-sales-valuescope of existing contracts, or costs that come in less than originally anticipated. While the home within each community. Changes to estimated total development costs subsequent to initial home closings inactual results for a communityparticular construction project are generally allocated onaccurately reported over time, a relative-sales-value method to remaining homes invariance between the community. Inventory is stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written down to fair value. We review our real estate assets at each community for indicators of impairment. Real estate assets include projects actively selling and projects under development or held for future development. Indicators of impairment include, but are not limited to, significant decreases in local housing market values and selling prices of comparable homes, significant decreases in gross margins and sales absorption rates, costs in excess of budget and actual costs could result in the understatement or projected cash flow losses.overstatement of costs and have a related impact on gross margins between reporting periods. To reduce the potential for such variances, we have procedures that have been applied on a consistent basis, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.

If there are indications of impairment, we perform a detailed budget and cash flow review of our real estate assets to determine whether the estimated remaining undiscounted future cash flows of the community are more or less than the asset’s carrying value. If the undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and is written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including timing and amounts of development costs and sales prices of real estate assets, to determine if expected future undiscounted cash flows will be sufficient to recover the asset’s carrying value.

When estimating undiscounted cash flows of a community, we make various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders in other communities, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.

- 65 -


Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model maintenance costs and advertising costs). Depending on the underlying objective of the community, assumptions could have a significant impact on the projected cash flow analysis. For example, if our objective is to preserve operating margins, our cash flow analysis will be different than if the objective is to increase sales. These objectives may vary significantly from community to community and over time. If assets are considered impaired, impairment is determined by the amount the asset’s carrying value exceeds its fair value. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development, construction and delivery timelines; market risk of price erosion; uncertainty of development or construction cost increases; and other risks specific to the asset or market conditions where the asset is located when assessment is made. These factors are specific to each community and may vary among communities. We perform a quarterly review for indicators of impairment. For the years ended December 31, 2015, 2014 and 2013 2012we recorded impairment charges of $1.2 million, $931,000 and 2011, no$341.1 million, respectively.  The impairment adjustments relatingcharge in 2013 was primarily related to real estate inventories were recorded.the impairment of the Coyote Springs Property, which was an excluded asset per the Transaction Agreement.  

Revenue Recognition

Home Sales and Profit Recognition

In accordance with Accounting Standards Codification (“ASC”)ASC Topic 360,Property, Plant, and Equipment, revenues from home sales and other real estate sales are recorded and a profit is recognized when the respective units are closed.delivered. Home sales and other real estate sales are closeddelivered when all conditions of escrow are met, including delivery of the home or other real estate asset, title passage, appropriate consideration is received and collection of associated receivables, if any, is reasonably assured. Sales incentives are a reduction of revenues when the respective unit is closed.delivered. When it is determined that the earnings process is not complete, the sale andand/or the related profit are deferred for recognition in future periods. The profit we record is based on the calculation of cost of sales, which is dependent on our allocation of costs, as described in more detail above in the section entitled “—Real“Real Estate Inventories and Cost of Sales.”

Fee Building

The Company enters into construction management agreements to provide fee building services whereby it will build, market and sell homes on behalf of independent third-party property owners. The independent third-party property owner funds all project costs incurred by the Company to build and sell the homes. The Company primarily enters into cost plus fee contracts where it charges independent third-party property owners for all direct and indirect costs plus a negotiated management fee. For these types of contracts, the Company recognizes revenue based on the actual total costs it has expended and the applicable management fee. The management fee is typically a fixed fee based on a percentage of the cost or home sales revenue of the project depending on the terms of the agreement with the independent third-party property owner. In accordance with ASC 605,Revenue Recognition, revenues from construction management services are recognized over a cost-to-cost approach in applying the percentage-of-completion method. Under this approach, revenue is earned in proportion to total costs incurred, divided by total costs expected to be incurred. The total estimated cost plus the management fee represents the total contract value. The Company recognizes revenue based on the actual labor and other direct costs incurred, plus the portion of the management fee it has earned to date. In the course of providing its services, the Company routinely subcontracts for services and incurs other direct costs on behalf of its clients. These costs are passed through to clients and, in accordance with industry practice and GAAP, are included in the Company’s revenue and cost of revenue. Under certain agreements, the Company is eligible to receive additional incentive compensation, as certain financial thresholds defined in the agreement are achieved. The Company recognizes revenue for any incentive compensation when such financial thresholds are probable of being met and such compensation is deemed to be collectible, generally at the date the amount is communicated to us by the independent third-party property owner.

The Company also enters into fee building contracts where it does not bear risks for any services outside of its own. For these types of contracts, the Company recognizes revenue as services are performed. The Company does not recognize any revenue or costs related to subcontractors’ cost since it does not bear any risk related to them.

Warranty Reserves

In the normal course of business, we incur warranty-related costs associated with homes that have been delivered to homebuyers. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuildinghome sales revenues are recognized. Amounts accrued are based upon historical experience rates. We also consider historical experience of our peers due to our limited history related to home sales. Indirectrecognized while indirect warranty overhead salaries and related costs are charged to the reservecost of sales in the period incurred.  We assessFactors that affect the adequacywarranty accruals include the number of homes delivered, historical and anticipated rates of warranty claims and cost per claim.  Our primary assumption in estimating the amounts we accrue for warranty costs is that historical claims experience is a strong indicator of

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future claims experience.  In addition, we maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related claims.  Included in our warranty reserve accrual onare allowances to cover our estimated costs of self-insured retentions and deductible amounts under these policies and estimated costs for claims that may not be covered by applicable insurance or indemnities.  Estimation of these accruals include consideration of our claims history, including current claims and estimates of claims incurred but not yet reported. In 2015, we engaged a quarterly basisthird-party actuary to analyze our warranty reserves and adjustallowances to cover any current or future construction-related claims.  The third-party actuary used our historical expense and claim data, as well as industry data, to estimate a reserve amount.  As result of this analysis, we increased our warranty liability by $6.0 million during the amounts recorded if necessary.fourth quarter of 2015.  Although we consider the warranty accruals reflected in our consolidated balance sheet to be adequate, actual future costs could differ significantly from our currently estimated amounts. Our warranty accrual is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

 

- 66 -Investments in Unconsolidated Entities


We have investments in unconsolidated entities over which we have significant influence that we account for using the equity method with taxes provided on undistributed earnings. We record earnings and accrue taxes in the period that the earnings are recorded by our affiliates. Under the equity method, our share of the unconsolidated entities’ earnings or loss is included in equity in income (loss) of unconsolidated entities in the accompanying consolidated statement of operations. We evaluate our investments in unconsolidated entities for impairment when events and circumstances indicate that the carrying value of the investment may not be recoverable.

Variable Interest Entities

The Company accounts for variable interest entities in accordance with ASC Topic 810,Consolidation (“ASC 810”). Under ASC 810, a variable interest entity (“VIE”) is created when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, or (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve, or are conducted on behalf of, the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i)(a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (ii)(b) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, we perform ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. As of December 31, 2013, 2012 and 2011, the Company did not have any investment that was deemed to be a VIE.

Under ASC 810, a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are classified as inventories owned, which we would have to write off should we not exercise the option. Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a VIE may have been created. As of December 31, 2013, 2012 and 2011, the Company was not required to consolidate any VIEs nor did the Company write off any costs that had been capitalized under lot option contracts. In accordance with ASC 810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

Stock-Based Compensation

We account for share-based awards in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees.  Share-based awards are expensed on a straight-line basis over the expected vesting period.

Sales and Marketing Expense

Sales and marketing costs incurred to sell real estate projects are capitalized if they are reasonably expected to be recovered from the sale of the project or from incidental operations and are incurred for tangible assets that are used directly through the selling period to aid in the sale of the project or services that have been performed to obtain regulatory approval of sales. All other selling expenses and other marketing costs are expensed in the period incurred.

Income Taxes

Income taxes- 78 -


Restructuring Charges

Restructuring charges are accountedincurred related to the Merger in addition to general cost reduction initiatives.   These charges are comprised of employee retention and severance-related expenses and lease termination costs.  We account for restructuring charges in accordance with ASC 740,Topic 420, Exit or Disposal Cost Obligations or ASC Topic 712 – Compensation – Nonretirement Postemployment Benefits.  

Income Taxes (“

We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). The provision for, or benefit from, income taxes is calculated using the asset and liability method, under which deferred Deferred tax assets and liabilities are recorded based on the differencefuture tax consequences of both temporary differences between the amounts reported for financial statementreporting purposes and the amounts deductible for income tax basis of assetspurposes, and liabilitiesare measured using enacted tax rates expected to apply in effect for the yearyears in which the temporary differences are expected to reverse. Deferredbe recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are evaluated on a quarterly basisenacted.

Each quarter we assess our deferred tax assets to determine if adjustmentswhether all or any portion of the assets is more likely than not unrealizable under ASC 740. We are required to theestablish a valuation allowance are required. for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our current and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods and tax planning alternatives. Due to uncertainties inherent in the estimation process, it is possible that actual results may vary from estimates.

We classify any interest and penalties related to income taxes as part of income tax expense. As of December 31, 2015 and 2014 the Company had liabilities for gross unrecognized tax benefits of $272,000 and $14.9 million, respectively, the majority of which were assumed in connection with the Merger.

Goodwill

In accordance with ASC 740,Topic 350, Intangibles-Goodwilland Other (“ASC 350”), we assess whetherevaluate goodwill for possible impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Based on our qualitative analysis, we have concluded as of December 31, 2015, our goodwill was not impaired.

Recently Issued Accounting Standards

In April 2014, the FASB issued amendments to Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The update requires that a valuation allowancedisposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be established basedreported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. We adopted ASU 2014-08 on January 1, 2015 and the adoption had no impact on our current or prior year financial statements.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration of all available evidence using a “more likely than not” standard with respect to whether deferred tax assets will be realized. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which the differences become deductible. The valueentity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, Revenue Recognition, most industry-specific guidance throughout the industry topics of our deferred tax assets will depend on applicable income tax rates. Judgmentthe accounting standards codification, and some cost guidance related to construction-type and production-type contracts. On July 9, 2015, the FASB voted to defer the effective date of ASU No. 2014-09 by one year and it is required in determiningnow effective for public entities for the future tax consequencesannual periods ending after December 15, 2017, and for annual and interim periods thereafter.  Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09.  Early adoption is permitted, but can be no earlier than the original public entity effective date of events that have been recognized in our consolidated financial statements and/or tax returns. Differences between anticipatedfiscal years, and actual outcomesthe interim periods within those years, beginning after December 15, 2016.  We are currently evaluating the approach for implementation and the potential impact of these future tax consequences could have a material impactadopting this guidance on our consolidated financial statements.

Recently Issued Accounting Standards

On February 5, 2013,In August 2014, the FASB issued Accounting Standards Update 2013-02,ReportingNo. 2014-15 (“ASU 2014-15”), Presentation of Amounts Reclassified OutFinancial Statements — Going Concern (Subtopic 205-40): Disclosure of Accumulated Other Comprehensive Income (“ASU 2013-02”)Uncertainties about an Entity’s Ability to Continue as a Going Concern, which adds additional disclosure requirementsrequires management to evaluate, in connection with preparing financial statements for items reclassified outeach annual and interim reporting period,

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whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We believe the adoption of accumulated other comprehensive income (loss).this guidance will not have a material effect on our consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, (“ASU 2015-02”), Consolidation (Topic 810): Amendments to the Consolidation Analysis.  ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We believe the adoption of ASU 2015-02 will not have a material effect on our consolidated financial statements.

In April 2015 and August 2015, the FASB issued Accounting Standards Update No. 2015-03, (“ASU 2015-03”), Interest - Imputation of Interest (Subtopic 835-30) and Accounting Standards Update No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which changes the presentation of debt issuance costs related to a recognized debt liability in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. The FASB will permit debt issuance costs related to line-of-credit agreements to be deferred and presented as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.  Amortization of the costs is reported as interest expense.  We adopted ASU 2013-022015-03 on December 31, 2015 and applied the new guidance retrospectively to all prior periods presented in the financial statements. As a result of the adoption of ASU 2015-03, $20.4 million and $23.7 million of deferred loan costs at December 31, 2015 and 2014, respectively, were reclassified from “Other assets” to “Senior notes” in our Consolidated Balance Sheets.  See Note 13, Senior Notes and Notes Payable and Other Borrowings, for additional information.  

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, (“ASU 2015-17”), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of position.  ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.  The adoption of ASU 2015-17 will not have a material effect on our consolidated financial statements.

2.

Merger with Weyerhaeuser Real Estate Company

In the Merger, TRI Pointe issued 129,700,000 shares of TRI Pointe common stock to the former holders of WRECO common shares, together with cash in lieu of any fractional shares. On the Closing Date, WRECO became a wholly-owned subsidiary of TRI Pointe. Immediately following the consummation of the Merger, the ownership of TRI Pointe common stock on a fully diluted basis was as follows: (i) the WRECO common shares held by former Weyerhaeuser shareholders were converted into the right to receive, in the aggregate, approximately 79.6% of the then outstanding TRI Pointe common stock, (ii) the TRI Pointe common stock outstanding immediately prior to the consummation of the Merger represented approximately 19.4% of the then outstanding TRI Pointe common stock, and (iii) the outstanding equity awards of WRECO and TRI Pointe employees represented the remaining 1.0% of the then outstanding TRI Pointe common stock. On the Closing Date, the former direct parent entity of WRECO paid TRI Pointe $31.5 million in cash in accordance with the Transaction Agreement.  Following the Merger, WRECO changed its name to TRI Pointe Holdings, Inc.

Assumption of Senior Notes

On the Closing Date, TRI Pointe Homes assumed WRECO’s obligations as issuer of $450 million aggregate principal amount of its 4.375% Senior Notes due 2019 (the “2019 Notes”) and $450 million aggregate principal amount of its 5.875% Senior Notes due 2024 (the “2024 Notes” and together with the 2019 Notes, the “Senior Notes”). Additionally, WRECO and certain of its subsidiaries (collectively, the “Guarantors”) entered into supplemental indentures pursuant to which they guaranteed TRI Pointe’s obligations with respect to the Senior Notes. The Guarantors also entered into a joinder agreement to the Purchase Agreement, dated as of June 4, 2014, among WRECO, TRI Pointe, and the initial purchasers of the Senior Notes (collectively, the “Initial Purchasers”), pursuant to which the Guarantors became parties to the Purchase Agreement. Additionally, TRI Pointe and the Guarantors entered into joinder agreements to the Registration Rights Agreements, dated as of June 13, 2014, among WRECO and the Initial Purchasers with respect to the Senior Notes, pursuant to which TRI Pointe and the Guarantors were joined as parties to the Registration Rights Agreements. In connection with the Reorganization, TRI Pointe Group became a co-issuer with TRI Pointe Homes of the Senior Notes.

The net proceeds of $861.3 million from the offering of the Senior Notes were deposited into two separate escrow accounts following the closing of the offering on June 13, 2014. Upon release of the escrowed funds on the Closing Date and prior to the consummation of the Merger, WRECO paid $743.7 million in cash to its former direct parent, which cash was retained by Weyerhaeuser

- 80 -


and its subsidiaries (other than WRECO and its subsidiaries). The payment consisted of the $739.0 million Payment Amount (as defined in the Transaction Agreement) as well as $4.7 million in payment of all unpaid interest on the debt payable to Weyerhaeuser that accrued from November 3, 2013 to the Closing Date. The remaining $117.6 million of proceeds was retained by TRI Pointe.

Transaction Expenses

Advisory, financing, integration and other transaction costs directly related to the Merger, excluding the impact of restructuring costs and purchase accounting adjustments, totaled $18.0 million for the year ended December 31, 2014. No additional transaction-related costs were incurred in 2015.

Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the calculation of the fair value of the total consideration transferred and the provisional amounts recognized as of the Closing Date (in thousands, except shares and closing stock price):

Calculation of consideration transferred

 

 

 

 

TRI Pointe shares outstanding

 

 

31,632,533

 

TRI Pointe closing stock price on July 7, 2014

 

$

15.85

 

Consideration attributable to common stock

 

$

501,376

 

Consideration attributable to TRI Pointe share-based equity awards

 

 

1,072

 

Total consideration transferred

 

$

502,448

 

Assets acquired and liabilities assumed

 

 

 

 

Cash and cash equivalents

 

$

53,800

 

Accounts receivable

 

 

654

 

Real estate inventories

 

 

539,677

 

Intangible asset

 

 

17,300

 

Goodwill

 

 

139,304

 

Other assets

 

 

28,060

 

Total assets acquired

 

 

778,795

 

Accounts payable

 

 

(26,105

)

Accrued expenses and other liabilities

 

 

(23,114

)

Notes payable and other borrowings

 

 

(227,128

)

Total liabilities assumed

 

 

(276,347

)

Total net assets acquired

 

$

502,448

 

Cash and cash equivalents, accounts receivable, other assets, accounts payable, accrued payroll liabilities, and accrued expenses and other liabilities were generally stated at historical carrying values given the short-term nature of these assets and liabilities. Notes payable and other borrowings are stated at carrying value due to the limited amount of time since the notes payable and other borrowings were entered into prior to the Closing Date.

The Company determined the fair value of real estate inventories on a community-by-community basis primarily using a combination of market-comparable land transactions, land residual analysis and discounted cash flow models. The estimated fair value is significantly impacted by estimates related to expected average selling prices, sales pace, cancellation rates and construction and overhead costs. Such estimates must be made for each individual community and may vary significantly between communities.

The fair value of the acquired intangible asset was determined based on a valuation performed by an independent valuation specialist. The $17.3 million intangible asset is related to the TRI Pointe Homes trade name which is deemed to have an indefinite useful life.

Goodwill is primarily attributed to expected synergies from combining WRECO’s and TRI Pointe’s existing businesses, including, but not limited to, expected cost synergies from overhead savings resulting from streamlining certain redundant corporate functions, improved operating efficiencies, including provision of certain corporate level administrative and support functions at a lower cost than was historically allocated to WRECO for such services by its former direct parent, and growth of ancillary operations in various markets as permitted under applicable law, including a mortgage business, a title company and other ancillary operations. The Company also

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anticipates opportunities for growth through expanded geographic and homebuyer segment diversity and the ability to leverage additional brands.  The acquired goodwill is not deductible for income tax purposes.

The Company completed its business combination accounting during the first quarter of 2015.

Supplemental Pro Forma Information (Unaudited)

The following represents unaudited pro forma operating results as if the acquisition had been completed as of January 1, 2013 (in thousands, except per share amounts):

 

 

Year Ended December 31,

 

 

 

2014

 

 

2013

 

Total revenues

 

$

1,865,723

 

 

$

1,532,667

 

Net income

 

$

88,416

 

 

$

91,028

 

Earnings per share – basic

 

$

0.55

 

 

$

0.56

 

Earnings per share – diluted

 

$

0.55

 

 

$

0.56

 

The unaudited pro forma operating results have been determined after adjusting the operating results of TRI Pointe to reflect the purchase accounting and other acquisition adjustments including interest expense associated with the debt used to fund a portion of the Merger. The unaudited pro forma results do not reflect any cost savings, operating synergies or other enhancements that we may achieve as a result of the Merger or the costs necessary to integrate the operations to achieve these cost savings and synergies. Accordingly, the unaudited pro forma amounts are for comparative purposes only and may not necessarily reflect the results of operations had the Merger been completed at the beginning of the period or be indicative of the results we will achieve in the future.

3.

Restructuring Charges

In connection with the Merger, the Company initiated a restructuring plan to reduce duplicate corporate and divisional overhead costs and expenses. In addition, WRECO previously recognized restructuring expenses related to general cost reduction initiatives. Restructuring costs were comprised of the following (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Employee-related costs

 

$

1,546

 

 

$

9,211

 

 

$

5,736

 

Lease termination costs

 

 

1,783

 

 

 

1,332

 

 

 

5,202

 

Total

 

$

3,329

 

 

$

10,543

 

 

$

10,938

 

Employee-related costs incurred during the year ended December 31, 2015 included severance-related expenses of $1.5 million.  Employee-related costs incurred during the year ended December 31, 2014 included employee retention and severance-related expenses of $8.3 million and stock-based compensation expense of $947,000 for employees terminated during the period.  Employee retention and severance-related expenses were $5.7 million for the year ended December 31, 2013. Lease termination costs of $1.8 million, $1.3 million and $5.2 million during the years ended December 31, 2015, 2014 and 2013, respectively, relate to contract terminations as a result of general cost reduction initiatives.

Changes in employee-related restructuring reserves were as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Accrued employee-related costs, beginning of period

 

$

3,844

 

 

$

4,336

 

 

$

28

 

Current year charges

 

 

1,546

 

 

 

8,264

 

 

 

5,736

 

Payments

 

 

(5,170

)

 

 

(8,756

)

 

 

(1,428

)

Accrued employee-related costs, end of period

 

$

220

 

 

$

3,844

 

 

$

4,336

 

 

- 6782 -


2.

Changes in lease termination related restructuring reserves were as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Accrued lease termination costs, beginning of period

 

$

1,394

 

 

$

3,506

 

 

$

2,335

 

Current year charges

 

 

1,783

 

 

 

1,332

 

 

 

5,202

 

Payments

 

 

(2,410

)

 

 

(3,444

)

 

 

(4,031

)

Accrued lease termination costs, end of period

 

$

767

 

 

$

1,394

 

 

$

3,506

 

Employee and lease termination restructuring reserves are included in accrued expenses and other liabilities on our consolidated balance sheets.

4.

Segment Information

We operate two principal businesses: homebuilding and financial services.

Our homebuilding operations consist of six homebuilding companies where we acquire and develop land and construct and sell single-family detached and attached homes. In accordance with ASC Topic 280, Segment Reporting, in determining the most appropriate reportable segments, we considered similar economic and other characteristics, including product types, average selling prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply. Based upon the above factors, our homebuilding operations are comprised of the following six reportable segments: Maracay Homes, consisting of operations in Arizona; Pardee Homes, consisting of operations in California and Nevada; Quadrant Homes, consisting of operations in Washington; Trendmaker Homes, consisting of operations in Texas; TRI Pointe Homes, consisting of operations in California and Colorado; and Winchester Homes, consisting of operations in Maryland and Virginia.

Our financial services operation (“TRI Pointe Solutions”) is comprised of mortgage financing operations and title services operations.  Our mortgage financing operation (“TRI Pointe Connect”) provides mortgage financing to our homebuyers in all of the markets in which we operate.  TRI Pointe Connect was formed as a joint venture with imortgage and is accounted for under the equity method of accounting.  Our title services operation (“TRI Pointe Assurance”) provides title examinations for our homebuyers in our Trendmaker Homes and Winchester Homes brands.  TRI Pointe Assurance is a wholly-owned subsidiary of TRI Pointe Group and acts as a title agency for First American Title Insurance Company.

Corporate is a non-operating segment that develops and implements company-wide strategic initiatives and provides support to our homebuilding reporting segments by centralizing certain administrative functions, such as marketing, legal, accounting, treasury, insurance, internal audit and risk management, information technology and human resources, to benefit from economies of scale. Our Corporate non-operating segment also includes general and administrative expenses related to operating our corporate headquarters. A portion of the expenses incurred by Corporate is allocated to the homebuilding reporting segments.

The reportable segments follow the same accounting policies as our consolidated financial statements described in Note 1. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented.

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Total revenues and income from continuing operations before income taxes for each of our reportable segments were as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

 

2015

 

 

2014

 

 

2013

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

$

185,645

 

 

$

150,689

 

 

$

145,822

 

 

Pardee Homes

 

 

670,063

 

 

 

525,381

 

 

 

519,074

 

 

Quadrant Homes

 

 

189,401

 

 

 

145,377

 

 

 

127,237

 

 

Trendmaker Homes

 

 

278,759

 

 

 

281,270

 

 

 

260,566

 

 

TRI Pointe Homes

 

 

774,005

 

 

 

324,208

 

 

 

 

 

Winchester Homes

 

 

302,276

 

 

 

276,691

 

 

 

222,013

 

 

Total homebuilding revenues

 

 

2,400,149

 

 

 

1,703,616

 

 

 

1,274,712

 

 

Financial services

 

 

1,010

 

 

 

 

 

 

 

 

Total

 

$

2,401,159

 

 

$

1,703,616

 

 

$

1,274,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

$

9,849

 

 

$

10,845

 

 

$

10,438

 

 

Pardee Homes

 

 

183,077

 

 

 

74,898

 

 

 

(258,138

)

 

Quadrant Homes

 

 

10,478

 

 

 

9,028

 

 

 

1,504

 

 

Trendmaker Homes

 

 

25,004

 

 

 

31,684

 

 

 

28,452

 

 

TRI Pointe Homes

 

 

104,970

 

 

 

19,272

 

 

 

 

 

Winchester Homes

 

 

22,411

 

 

 

24,612

 

 

 

24,561

 

 

Corporate (1)

 

 

(38,589

)

 

 

(42,350

)

 

 

(44,271

)

 

Total homebuilding income (loss) before taxes

 

 

317,200

 

 

 

127,989

 

 

 

(237,454

)

 

Financial services

 

 

2,060

 

 

 

(25

)

 

 

 

 

Total

 

$

319,260

 

 

$

127,964

 

 

$

(237,454

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairments and lot option abandonments

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

$

86

 

 

$

443

 

 

$

203

 

 

Pardee Homes

 

 

35

 

 

 

306

 

 

 

343,661

 

(2)

Quadrant Homes

 

 

25

 

 

 

1,059

 

 

 

1,146

 

 

Trendmaker Homes

 

 

118

 

 

 

45

 

 

 

7

 

 

TRI Pointe Homes

 

 

460

 

 

 

49

 

 

 

 

 

Winchester Homes

 

 

1,206

 

 

 

613

 

 

 

431

 

 

Total

 

$

1,930

 

 

$

2,515

 

 

$

345,448

 

 

(1)

Includes $18.0 million of Merger related transaction costs and $5.5 million of restructuring charges for the year ended December 31, 2014.  No similar costs were incurred for the year ended December 31, 2015.

(2)

Includes $343.3 million of impairment and related charges for Coyote Springs, a large master planned community north of Las Vegas, Nevada that was owned by Pardee Homes and excluded under the Transaction Agreement.

- 84 -


Total real estate inventories and total assets for each of our reportable segments, as of the date indicated, were as follows (in thousands):

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Real estate inventories

 

 

 

 

 

 

 

 

Maracay Homes

 

$

206,912

 

 

$

153,577

 

Pardee Homes

 

 

1,011,982

 

 

 

924,362

 

Quadrant Homes

 

 

190,038

 

 

 

153,493

 

Trendmaker Homes

 

 

199,398

 

 

 

176,696

 

TRI Pointe Homes

 

 

659,130

 

 

 

613,666

 

Winchester Homes

 

 

251,813

 

 

 

258,389

 

Total

 

$

2,519,273

 

 

$

2,280,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

Maracay Homes

 

$

227,857

 

 

$

170,932

 

Pardee Homes

 

 

1,089,586

 

 

 

1,000,489

 

Quadrant Homes

 

 

202,024

 

 

 

167,796

 

Trendmaker Homes

 

 

213,562

 

 

 

195,829

 

TRI Pointe Homes

 

 

832,423

 

 

 

781,301

 

Winchester Homes

 

 

278,374

 

 

 

281,547

 

Corporate

 

 

292,169

 

 

 

291,944

 

Total homebuilding assets

 

 

3,135,995

 

 

 

2,889,838

 

Financial services

 

 

2,076

 

 

 

 

Total

 

$

3,138,071

 

 

$

2,889,838

 

- 85 -


5.

Earnings Per Share

The following table sets forth the components used in the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

205,461

 

 

$

84,197

 

 

$

(151,293

)

Income from discontinued operations

 

 

 

 

 

 

 

 

1,838

 

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

84,197

 

 

$

(149,455

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

 

161,692,152

 

 

 

145,044,351

 

 

 

129,700,000

 

Effect of dilutive shares:

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and unvested restricted stock units

 

 

627,606

 

 

 

486,938

 

 

 

 

Diluted weighted-average shares outstanding

 

 

162,319,758

 

 

 

145,531,289

 

 

 

129,700,000

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.27

 

 

$

0.58

 

 

$

(1.17

)

Discontinued operations

 

 

 

 

 

 

 

 

0.02

 

Net earnings (loss) per share

 

$

1.27

 

 

$

0.58

 

 

$

(1.15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Antidilutive stock options not included in diluted earnings per share

 

 

2,622,391

 

 

 

1,295,280

 

 

 

 

In the Merger, each issued and outstanding WRECO common share was converted into 1.297 shares of TRI Pointe common stock. The historical issued and outstanding WRECO common shares (100,000,000 common shares for all periods presented prior to the Merger) have been recast (as 129,700,000 common shares of the Company for all periods prior to the Merger) in all periods presented to reflect this conversion.  See Note 2, Merger with Weyerhaeuser Real Estate InventoriesCompany, for further information on the Merger.

6.

Receivables, Net

Receivables, net consisted of the following (in thousands):

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Escrow proceeds and other accounts receivable, net

 

$

32,917

 

 

$

9,771

 

Warranty insurance receivable (Note 15)

 

 

10,493

 

 

 

10,047

 

Notes and contracts receivable

 

 

300

 

 

 

300

 

Total receivables

 

$

43,710

 

 

$

20,118

 

Each receivable is evaluated for collectability at least quarterly, and allowances for potential losses are established or maintained on applicable receivables when collection becomes doubtful.  Receivables were net of allowances for doubtful accounts of $1.7 million in 2015 and $1.4 million in 2014.

- 86 -


7.

Real Estate Inventories

Real estate inventories consisted of the following (in thousands):

 

   December 31, 
   2013   2012 

Inventories owned:

    

Deposits and pre-acquisition costs

  $19,714    $12,285  

Land held and land under development

   326,209     129,621  

Homes completed or under construction

   92,901     40,955  

Model homes

   16,818     11,222  
  

 

 

   

 

 

 
  $455,642    $194,083  
  

 

 

   

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Real estate inventories owned:

 

 

 

 

 

 

 

 

Homes completed or under construction

 

$

575,076

 

 

$

461,712

 

Land under development

 

 

1,443,461

 

 

 

1,391,303

 

Land held for future development

 

 

295,241

 

 

 

245,673

 

Model homes

 

 

140,232

 

 

 

103,270

 

Total real estate inventories owned

 

 

2,454,010

 

 

 

2,201,958

 

Real estate inventories not owned:

 

 

 

 

 

 

 

 

Land purchase and land option deposits

 

 

39,055

 

 

 

44,155

 

Consolidated inventory held by VIEs

 

 

26,208

 

 

 

34,070

 

Total real estate inventories not owned

 

 

65,263

 

 

 

78,225

 

Total real estate inventories

 

$

2,519,273

 

 

$

2,280,183

 

Model homes, homes

Homes completed and homesor under construction include allis comprised of costs associated with homehomes in various stages of construction includingand includes direct construction and related land acquisition and land development indirects, permits, and vertical construction.costs. Land under development includes costs incurred during site development such asprimarily consists of land acquisition and land development indirects,costs, which include capitalized interest and permits.real estate taxes, associated with land undergoing improvement activity. Land is classified as held for future development if no significantprincipally reflects land acquisition and land development costs related to land where development activity has occurred.not yet begun or has been suspended, but is expected to occur in the future.

Real estate inventories not owned represents deposits related to land purchase and land option agreements as well as consolidated inventory held by a VIE. For further details, see Note 9, Variable Interest CapitalizationEntities.

Interest is capitalized on inventory during development and other qualifying activities. Interest capitalized as cost of inventory is included in cost of sales as related units are closed. For each of the three years ended December 31, 2013, interest incurred, capitalized and expensed were as follows (in thousands):

 

  Year Ended December 31, 

 

Year Ended December 31,

 

  2013 2012 2011 

 

2015

 

 

2014

 

 

2013

 

Interest incurred

  $3,058   $2,077   $171  

 

$

60,964

 

 

$

41,706

 

 

$

22,674

 

  

 

  

 

  

 

 

Interest capitalized

   (3,058  (2,077  (171

 

 

(60,964

)

 

 

(38,975

)

 

 

(19,081

)

  

 

  

 

  

 

 

Interest expensed

  $—     $—     $—    

 

$

 

 

$

2,731

 

 

$

3,593

 

  

 

  

 

  

 

 

Capitalized interest in beginning inventory

  $1,364   $159   $257  

 

$

124,461

 

 

$

138,233

 

 

$

155,823

 

Interest capitalized as a cost of inventory

   3,058    2,077    171  

 

 

60,964

 

 

 

38,975

 

 

 

19,081

 

Interest previously capitalized as a cost of inventory, included in cost of sales

   (2,158  (872  (269

 

 

(45,114

)

 

 

(52,747

)

 

 

(36,671

)

  

 

  

 

  

 

 

Capitalized interest in ending inventory

  $2,264   $1,364   $159  

 

$

140,311

 

 

$

124,461

 

 

$

138,233

 

  

 

  

 

  

 

 

3. 

Interest is capitalized to real estate inventory during development and other qualifying activities. Interest that is capitalized to real estate inventory is included in cost of home sales as related units are delivered. Interest that is expensed as incurred is included in other income (loss), net on the consolidated statements of operations.

Real estate inventory impairments and land option abandonments

Real estate inventory impairments and land option abandonments consisted of the following (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Real estate inventory impairments

 

$

1,167

 

 

$

931

 

 

$

341,086

 

Land and lot option abandonments and pre-acquisition costs

 

 

763

 

 

 

1,584

 

 

 

4,362

 

Total

 

$

1,930

 

 

$

2,515

 

 

$

345,448

 

Impairments of real estate inventory relate primarily to projects or communities that include homes completed or under construction. Within a project or community, there may be individual homes or parcels of land that are currently held for sale. Impairment charges

- 87 -


recognized as a result of adjusting individual held-for-sale assets within a community to estimated fair value less cost to sell are also included in the total impairment charges above.  

In addition to owning land and residential lots, we also have option agreements to purchase land and lots at a future date. We have option deposits and capitalized pre-acquisition costs associated with the optioned land and lots. When the economics of a project no longer support acquisition of the land or lots under option, we may elect not to move forward with the acquisition. Option deposits and capitalized pre-acquisition costs associated with the assets under option may be forfeited at that time.

The real estate inventory impairment charge in 2013 is primarily related to the $340.3 million impairment of the Coyote Springs Property in December 2013. Under the terms of the Transaction Agreement, certain assets and liabilities of WRECO and its subsidiaries were excluded from the transaction and retained by Weyerhaeuser, including assets and liabilities relating to the Coyote Springs Property.

8.

Investments in Unconsolidated Entities

As of December 31, 2015, we held equity investments in six active homebuilding partnerships or limited liability companies and one financial services limited liability company. Our participation in these entities may be as a developer, a builder, or an investment partner. Our ownership percentage varies from 7% to 55%, depending on the investment, with no controlling interest held in any of these investments.

Investments Held

Our cumulative investment in entities accounted for on the equity method, including our share of earnings and losses, consisted of the following (in thousands):

 

 

December 31,

 

 

 

2015

 

 

2014

 

Limited liability company interests

 

$

15,739

 

 

$

13,710

 

General partnership interests

 

 

3,260

 

 

 

3,095

 

Total

 

$

18,999

 

 

$

16,805

 

Unconsolidated Financial Information

Aggregated assets, liabilities and operating results of the entities we account for as equity-method investments are provided below. Because our ownership interest in these entities varies, a direct relationship does not exist between the information presented below and the amounts that are reflected on our consolidated balance sheets as our investment in unconsolidated entities or on our consolidated statement of operations as equity in income (loss) of unconsolidated entities.

Assets and liabilities of unconsolidated entities (in thousands):

 

 

December 31,

 

 

 

2015

 

 

2014

 

Assets

 

 

 

 

 

 

 

 

Cash

 

$

18,641

 

 

$

17,154

 

Receivables

 

 

13,108

 

 

 

9,550

 

Real estate inventories

 

 

92,881

 

 

 

95,500

 

Other assets

 

 

1,180

 

 

 

620

 

Total assets

 

$

125,810

 

 

$

122,824

 

Liabilities and equity

 

 

 

 

 

 

 

 

Accounts payable and other liabilities

 

$

14,443

 

 

$

10,914

 

Company’s equity

 

 

18,999

 

 

 

16,805

 

Outside interests' equity

 

 

92,368

 

 

 

95,105

 

Total liabilities and equity

 

$

125,810

 

 

$

122,824

 

- 88 -


Results of operations from unconsolidated entities (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Net sales

 

$

7,326

 

 

$

606

 

 

$

6,271

 

Other operating expense

 

 

(6,690

)

 

 

(4,290

)

 

 

(7,521

)

Other expense

 

 

(279

)

 

 

(2

)

 

 

(18

)

Net income (loss)

 

$

357

 

 

$

(3,686

)

 

$

(1,268

)

Company’s equity in income (loss) of unconsolidated entities

 

$

2,691

 

 

$

(288

)

 

$

2

 

9.

Variable Interest Entities

In the ordinary course of business, we enter into land option agreements in order to procure land and residential lots for future development and the construction of homes. The use of such land option agreements generally allows us to reduce the risks associated with direct land ownership and development, and reduces our capital and financial commitments. Pursuant to these land option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Such deposits are recorded as land purchase and land option deposits under real estate inventories not owned in the accompanying consolidated balance sheets.

We analyze each of our land option agreements and other similar contracts under the provisions of ASC 810 to determine whether the land seller is a VIE and, if so, whether we are the primary beneficiary. Although we do not have legal title to the underlying land, if we are determined to be the primary beneficiary of the VIE, we will consolidate the VIE in our financial statements and reflect its assets as real estate inventory not owned included in our real estate inventories, its liabilities as debt (nonrecourse) held by VIEs in accrued expenses and other liabilities and the net equity of the VIE owners as noncontrolling interests on our consolidated balance sheets. In determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE.

Creditors of the entities with which we have land option agreements have no recourse against us. The maximum exposure to loss under our land option agreements is limited to non-refundable option deposits and any capitalized pre-acquisition costs. In some cases, we have also contracted to complete development work at a fixed cost on behalf of the land owner and budget shortfalls and savings will be borne by us.

The following provides a summary of our interests in land option agreements (in thousands):

 

 

December 31, 2015

 

 

December 31, 2014

 

 

 

 

 

 

 

Remaining

 

 

Consolidated

 

 

 

 

 

 

Remaining

 

 

Consolidated

 

 

 

 

 

 

 

Purchase

 

 

Inventory

 

 

 

 

 

 

Purchase

 

 

Inventory

 

 

 

Deposits

 

 

Price

 

 

Held by VIEs

 

 

Deposits

 

 

Price

 

 

Held by VIEs

 

Consolidated VIEs

 

$

3,003

 

 

$

23,239

 

 

$

26,208

 

 

$

8,071

 

 

$

43,432

 

 

$

34,070

 

Unconsolidated VIEs

 

 

11,615

 

 

 

74,590

 

 

N/A

 

 

 

13,309

 

 

 

129,637

 

 

N/A

 

Other land option agreements

 

 

27,440

 

 

 

279,612

 

 

N/A

 

 

 

30,846

 

 

 

284,819

 

 

N/A

 

Total

 

$

42,058

 

 

$

377,441

 

 

$

26,208

 

 

$

52,226

 

 

$

457,888

 

 

$

34,070

 

Unconsolidated VIEs represent land option agreements that were not consolidated because we were not the primary beneficiary. Other land option agreements were not considered VIEs.

In addition to the deposits presented in the table above, our exposure to loss related to our land option contracts consisted of capitalized pre-acquisition costs of $5.0 million and $5.3 million as of December 31, 2015 and 2014, respectively. These pre-acquisition costs were included in real estate inventories as land under development on our consolidated balance sheets.

10.

Goodwill and Other Intangible Assets

In connection with the Merger, $139.3 million of goodwill has been recorded as of December 31, 2015. For further details on the goodwill recorded during the quarter, see Note 2, Merger with Weyerhaeuser Real Estate Company.

- 89 -


We have two intangible assets as of December 31, 2015, including an existing trade name from the acquisition of Maracay Homes in 2006 which has a 20 year useful life, and a new trade name, TRI Pointe Homes, resulting from the Merger in 2014 which has an indefinite useful life. For further details on the TRI Pointe Homes trade name see Note 2, Merger with Weyerhaeuser Real Estate Company.

Goodwill and other intangible assets consisted of the following (in thousands):

 

 

December 31, 2015

 

 

December 31, 2014

 

 

 

Gross

 

 

 

 

 

 

Net

 

 

Gross

 

 

 

 

 

 

Net

 

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

Goodwill

 

$

139,304

 

 

$

 

 

$

139,304

 

 

$

139,304

 

 

$

 

 

$

139,304

 

Trade names

 

 

27,979

 

 

 

(5,254

)

 

 

22,725

 

 

 

27,979

 

 

 

(4,720

)

 

 

23,259

 

Total

 

$

167,283

 

 

$

(5,254

)

 

$

162,029

 

 

$

167,283

 

 

$

(4,720

)

 

$

162,563

 

The remaining useful life of our amortizing intangible asset related to Maracay was 10.2 and 11.2 years as of December 31, 2015 and 2014, respectively. Amortization expense related to this intangible asset was $534,000 for the year ended December 31, 2015 and 2014, respectively, and was charged to sales and marketing expense.  Our $17.3 million indefinite life intangible asset related to TRI Pointe Homes trade name is not amortizing.  All trade names are evaluated for impairment on an annual basis or more frequently if indicators of impairment exist.

Expected amortization of our intangible asset related to Maracay for the next five years and thereafter is (in thousands):

2016

 

$

534

 

2017

 

 

534

 

2018

 

 

534

 

2019

 

 

534

 

2020

 

 

534

 

Thereafter

 

 

2,755

 

Total

 

$

5,425

 

11.

Other Assets

Other assets consisted of the following (in thousands):

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Prepaid expenses

 

$

14,523

 

 

$

29,111

 

Refundable fees and other deposits

 

 

17,056

 

 

 

15,581

 

Development rights, held for future use or sale

 

 

4,360

 

 

 

7,409

 

Deferred loan costs

 

 

2,179

 

 

 

 

Operating properties and equipment, net

 

 

7,643

 

 

 

11,719

 

Income tax receivable

 

 

 

 

 

10,713

 

Other

 

 

3,157

 

 

 

7,186

 

Total

 

$

48,918

 

 

$

81,719

 

- 90 -


12.

Accrued Expenses and Other Liabilities

Accrued Liabilities

Accruedexpenses and other liabilities consisted of the following (in thousands):

 

   December 31, 
   2013   2012 

Accrued expenses

  $7,605    $457  

Accrued income tax payable

   7,764     —    

Accrued payroll liabilities

   3,513     1,122  

Warranty reserves (Note 6)

   3,338     1,593  
  

 

 

   

 

 

 
  $22,220    $3,172  
  

 

 

   

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Accrued payroll and related costs

 

$

28,264

 

 

$

24,717

 

Warranty reserves (Note 15)

 

 

45,948

 

 

 

33,270

 

Estimated cost for completion of real estate inventories

 

 

52,818

 

 

 

48,737

 

Customer deposits

 

 

12,132

 

 

 

14,229

 

Debt (nonrecourse) held by VIEs

 

 

2,442

 

 

 

9,512

 

Income tax liability to Weyerhaeuser (Note 18)

 

 

8,900

 

 

 

15,659

 

Accrued income taxes payable

 

 

19,279

 

 

 

 

Liability for uncertain tax positions (Note 17)

 

 

307

 

 

 

13,797

 

Accrued interest

 

 

2,417

 

 

 

3,059

 

Accrued insurance expense

 

 

1,402

 

 

 

9,180

 

Other tax liability

 

 

21,764

 

 

 

9,079

 

Other

 

 

20,590

 

 

 

28,770

 

Total

 

$

216,263

 

 

$

210,009

 

 

13.

Senior Notes and Notes Payable and Other Borrowings

- 68 -Senior Notes


4. Notes Payable

Notes payableSenior notes consisted of the following (in thousands):

 

   December 31, 
   2013   2012 

Revolving credit facilities

  $90,689    $6,855  

Acquisition and development loans

   31,591     37,996  

Construction loans

   15,832     12,517  
  

 

 

   

 

 

 
  $138,112    $57,368  
  

 

 

   

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

4.375% Senior Notes due June 15, 2019

 

$

450,000

 

 

$

450,000

 

5.875% Senior Notes due June 15, 2024

 

 

450,000

 

 

 

450,000

 

Discount and deferred loan costs

 

 

(31,321

)

 

 

(36,184

)

Total

 

$

868,679

 

 

$

863,816

 

As discussed in Note 1, Organization and Summary of Significant Accounting Policies, we adopted ASU 2015-03 on December 31, 2015 and applied the new guidance retrospectively to all prior periods presented in the financial statements. As a result of the adoption of ASU 2015-03, $20.4 million and $23.7 million of deferred loan costs at December 31, 2015 and 2014, respectively, were reclassified from “Other assets” to “Senior notes” in our Consolidated Balance Sheets.

As discussed in Note 2, Merger with Weyerhaeuser Real Estate Company, on the Closing Date, TRI Pointe assumed WRECO’s obligations as issuer of the 2019 Notes and the 2024 Notes (collectively, the “Senior Notes”). The 2019 Notes were issued at 98.89% of their aggregate principal amount and the 2024 Notes were issued at 98.15% of their aggregate principal amount. The net proceeds of approximately $861.3 million, after debt issuance costs and discounts, from the offering were deposited into two separate escrow accounts following the closing of the offering on June 13, 2014. Upon release of the escrowed funds on the Closing Date, and prior to the consummation of the Merger, WRECO paid approximately $743.7 million in cash to the former direct parent entity of WRECO, which cash was retained by Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries). The payment consisted of the $739 million Payment Amount (as defined in the Transaction Agreement) as well as approximately $4.7 million in payment of all unpaid interest on the debt payable to Weyerhaeuser that accrued from November 3, 2013 to the Closing Date. The remaining $117.6 million of proceeds was retained by TRI Pointe and used for general corporate purposes.

The 2019 Notes and the 2024 Notes mature on June 15, 2019 and June 15, 2024, respectively. Interest is payable semiannually in arrears on June 15 and December 15. As of December 31, 2015, no principal has been paid on the Senior Notes, and there was $20.4 million of capitalized debt financing costs, included in senior notes on our consolidated balance sheet, that will amortize over the lives of the Senior Notes. Accrued interest related to the Senior Notes was $1.9 million as of December 31, 2015 and 2014, respectively.

- 91 -


Other Borrowings

Other borrowings consisted of the following (in thousands):

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Unsecured revolving credit facility

 

$

299,392

 

 

$

260,000

 

Unsecured Revolving Credit Facility

In May 2015, the Company has a securedamended its unsecured revolving credit facility which has(the “Credit Facility”) to increase the aggregate commitment amount from $425 million to $550 million.  The Credit Facility matures on May 18, 2019, and contains a maximum loan commitmentsublimit of $30$75 million an initial maturity datefor letters of April 19, 2014 and a final maturity date of April 19, 2015.credit. The Company may borrow under the facilityCredit Facility in the ordinary course of business to fund its operations, including its land development and homebuilding activities. The amount the Company may borrow is subject to applicable borrowing base provisions and concentration limitations, which may also limit the amount available or outstandingBorrowings under the facility. The facility is securedCredit Facility will be governed by, deeds of trustamong other things, a borrowing base. Interest rates on borrowings under the Credit Facility will be based on either a daily Eurocurrency base rate or a Eurocurrency rate, in either case, plus a spread ranging from 1.45% to 2.20%, depending on the real property and improvements thereon, and borrowings are repaid with the net sales proceeds from the sales of homes, subject to a minimum release price. Interest rates charged under the facility include applicable LIBOR and prime rate pricing options, subject to a minimum interest rate floor.Company’s leverage ratio. As of December 31, 2013,2015, the outstanding balance under the Credit Facility was $9.1$299.4 million with an interest rate of 3.75%2.35% per annum and $20.2$242.2 million of availability under the facility after considering the borrowing base provisions and outstanding letters of credit.

In July 2013, the Company entered into an additional secured, three-year revolving credit facility with the potential for a one-year extension of the term of the loan, subject to specified conditions and payment of an extension fee. The facility provides for a maximum loan commitment of $125 million. On December 26, 2013, we entered into a modification agreement to increase the commitment amount under our secured, three-year revolving credit facility from $125 million to $175 million, subject to specified conditions and the payment of a loan fee. Borrowings under the facility are secured by a first priority lien on borrowing base properties and will be subject to, among other things, a borrowing base formula. Subject to the satisfaction of the conditions to advances set forth in the facility, the Company may borrow solely for the payment or reimbursement of costs or return of capital related to: (a) land acquisition, development and construction of single-family residential lots and homes on and with respect to borrowing base properties (as defined in the facility), or (b) paying off any existing financing secured by the initial borrowing base properties. The interest rate on borrowings will be at a rate based on applicable LIBOR plus a margin, ranging from 250 to 370 basis points depending on our leverage ratio.  As of December 31, 2013, the outstanding balance2015 there was $81.5 million with an interest rate of 2.92% per annum, and $42.2$2.2 million of availability undercapitalized debt financing costs, included in Other Assets on our consolidated balance sheet, related to the facility after consideringCredit Facility that will amortize over the borrowing base provisionslife of the Credit Facility, maturing on May 18, 2019.  There were no capitalized debt financing costs related to the Credit Facility as of December 31, 2014.  Accrued interest related to the Credit Facility was $407,000 and $620,000 as of December 31, 2015 and December 31, 2014, respectively.

At December 31, 2015 and 2014, we had outstanding letters of credit.

The Company enters into secured acquisitioncredit of $8.4 million and development loan agreements$11.8 million, respectively.  These letters of credit were issued to purchase and develop land parcels. In addition, the Company enters into secured construction loan agreements for the constructionsecure various financial obligations.  We believe it is not probable that any outstanding letters of its model and production homes. The acquisition and development loanscredit will be repaiddrawn upon.

Seller Financed Loans

Seller financed loans consisted of the following (in thousands):

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Seller financed loans

 

$

2,434

 

 

$

14,677

 

Principal and interest payments on these loans are due at various maturity dates, including at the time individual homes associated with the acquired land are delivered.  The seller financed loans accrue interest at a weighted average rate of 6.84% per annum, with interest calculated on a daily basis. Any remaining unpaid balance on these loans is due in May 2016.  Accrued interest on these loans was $89,000 and $517,000 as lots are released from the loans based upon a specific release price, as defined in each respective loan agreement. The construction loans will be repaid with proceeds from home closings based upon a specific release price, as defined in each respective loan agreement.

As of December 31, 2013, the Company had $43.2 million of aggregate acquisition2015 and development loan commitments and $22.4 million of aggregate construction loan commitments, of which $31.6 million and $15.8 million was outstanding,2014, respectively. The loans have maturity dates ranging from March 2014 and January 2016, including the six month extensions which are at our election (subject to certain conditions) and bear interest at a rate based on applicable LIBOR or Prime Rate pricing options plus an applicable margin, with certain loans containing a minimum interest rate floor of 4.0%. As of December 31, 2013, the weighted average interest rate was 3.5% per annum.

As of December 31, 2012, the Company’s secured revolving credit facility with a maximum loan commitment of $30.0 million, of which $6.9 million was outstanding, had $21.4 million of availability and an interest rate of 5.5% per annum. In addition, the Company had $68.1 million of aggregate acquisition and development loan commitments and $25.4 million of aggregate construction loan commitments, of which $38.0 million and $12.5 million were outstanding, respectively. The loans had maturity dates ranging from August 2013 to February 2015, including the six month extensions which are at our election (subject to certain conditions) and bear interest at a rate based on applicable LIBOR or Prime Rate pricing options, with interest rate floors ranging from 4.0% to 6.0%. As of December 31, 2012, the weighted average interest rate was 5.2% per annum.Interest Incurred

- 69 -


During the years ended December 31, 20132015 and 2012,2014, the Company incurred interest of $3.1$61.0 million and $2.1$41.7 million, respectively, related to itsall notes payable.payable, Senior Notes and debt payable to Weyerhaeuser outstanding during the period. Of the interest incurred, $61.0 million and $39.0 million was capitalized to inventory for the years ended December 31, 2015 and 2014, respectively. Included in interest incurred was amortization of deferred financing and Senior Note discount costs of $99,000$5.4 million and $0$2.4 million for the years ended December 31, 20132015 and 2012, respectfully.2014, respectively.  Accrued interest payablerelated to all outstanding debt at December 31, 20132015 and 2012 amounted2014 was $2.4 million and $3.1 million, respectively.

Covenant Requirements

The Senior Notes contain covenants that restrict our ability to, $347,000among other things, create liens or other encumbrances, enter into sale and $273,000, respectfully. All interest incurred during the years ended December 31, 2013leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and 2012 was capitalized to real estate inventories.exceptions.

Under the revolving credit facilities and construction notes payable,Credit Facility, the Company is required to comply with certain financial covenants, including but not limited to (i) a minimum consolidated tangible net worth; (ii) a maximum total liabilities to tangible net worthleverage ratio; and (iii) a minimum liquidity amount; (iv) maximum fixed chargeinterest coverage ratio; and (v) maximum land assets to tangible net worth ratio.

- 92 -


The Company was in compliance with all applicable financial covenants as of December 31, 20132015 and 2012.December 31, 2014.

5. 

14.

Fair Value Disclosures

Fair Value DisclosuresMeasurements

ASC Topic 820,Fair Value Measurements and Disclosures, defines fair value“fair value” as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:

·

Level 1—Quoted prices for identical instruments in active markets

·

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date

·

Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date

Fair Value of Financial Instruments

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date

Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date

NonfinancialA summary of assets and liabilities at December 31, 2015 and 2014, related to our financial instruments, measured at fair value on a recurring basis, is set forth below (in thousands):

 

 

 

 

December 31, 2015

 

 

December 31, 2014

 

 

 

Hierarchy

 

Book Value

 

 

Fair Value

 

 

Book Value

 

 

Fair Value

 

Senior Notes (1)

 

Level 2

 

 

889,054

 

 

 

881,460

 

 

 

887,502

 

 

 

896,625

 

Unsecured revolving credit facility (2)

 

Level 2

 

 

299,392

 

 

 

299,392

 

 

 

260,000

 

 

 

260,000

 

Seller financed loans (3)

 

Level 2

 

 

2,434

 

 

 

2,368

 

 

 

14,677

 

 

 

14,677

 

At December 31, 2015 and 2014, the carrying value of cash and cash equivalents and receivables approximated fair value.

(1)

The book value of the Senior Notes is net of discounts, excluding deferred loan costs of $20.4 million and $23.7 million as of December 31, 2015 and 2014, respectively. The estimated fair value of our Senior Notes at December 31, 2015 and 2014 is based on quoted market prices.

(2)

We believe that the carrying value of our Credit Facility approximates fair value based on the recent amendment on May 18, 2015.

(3)

We believe that the carrying value of our Seller financed loans approximates fair value based on a two year treasury curve analysis.

Fair Value of Nonfinancial Assets

Nonfinancial assets include items such as inventoryreal estate inventories and long livedlong-lived assets that are measured at fair value when acquired and resulting from impairment, if deemed necessary. During the years ended December 31, 2013 and 2012, the Company did not record any fair value adjustments to those financial and nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

Financial instrument as of December 31, 2013basis with events and circumstances indicating the carrying value is not recoverable. The following table presents impairment charges and the remaining net fair value for nonfinancial assets that were comprised of secured revolving credit facilities, which provide financing for several real estate projects; secured acquisition and development loan agreements to purchase and develop land parcels, and; secured construction loan agreements formeasured during the construction of our model and production homes

At December 31, 2013 and 2012, as required by ASC 820,Financial Instruments, the following presents net book values and estimated fair values of notes payableperiods presented (in thousands):

 

      December 31, 2013   December 31, 2012 
   Hierarchy  Cost   Fair Value   Cost   Fair Value 

Notes payable

          

Revolving credit facilities

  Level 3  $90,689    $90,689    $6,855    $6,855  

Acquisition and development loans

  Level 3   31,591     31,591     37,996     37,996  

Construction loans

  Level 3   15,832     15,832     12,517     12,517  
    

 

 

   

 

 

   

 

 

   

 

 

 

Total notes payable

    $138,112    $138,112    $57,368    $57,368  
    

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

 

 

December 31, 2015

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

Fair Value

 

 

 

 

 

 

Fair Value

 

 

 

 

 

Impairment

 

 

Net of

 

 

Impairment

 

 

Net of

 

 

 

 

 

Charge

 

 

Impairment

 

 

Charge

 

 

Impairment

 

Real estate inventories (1)

 

 

 

$

1,167

 

 

$

28,540

 

 

$

931

 

 

$

20,329

 

Estimated fair values of the outstanding revolving credit facilities, acquisition and development loans, and construction loans at December 31, 2013 and 2012 were based on cash flow models discounted at market interest rates that considered underlying risks of the debt. Due to the short term nature of the revolving credit facilities, acquisition and development loans and construction loans, book value approximated fair value at December 31, 2013 and 2012.

(1)

Fair value of real estate inventories, net of impairment charges represents only those assets whose carrying values were adjusted to fair value in the respective periods presented.  The fair value of these real estate inventories impaired was determined based on recent offers received from outside third parties or actual contracts.

6. Commitments and Contingencies

- 93 -


15.

Commitments and Contingencies

Legal Matters

Lawsuits, claims and proceedings have been orand may be instituted or asserted against us in the normal course of business, including actions brought on behalf of various classes of claimants. We are also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices and environmental protection. As a result, we are subject to periodic examinations or inquiry by agencies administering these laws and regulations.

- 70 -


We record a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. We accrue for these matters based on facts and circumstances specific to each matter and revise these estimates when necessary.

In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, we generally cannot predict their ultimate resolution, related timing or eventual loss. If our evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, we will disclose their nature with an estimate of a possible range of losses or a statement that such loss is not reasonably estimable. At

Warranty

Warranty reserves are accrued as home deliveries occur. Our warranty reserves on homes delivered will vary based on product type and geographic area and also depending on state and local laws. The warranty reserve is included in accrued expenses and other liabilities on our consolidated balance sheets and represents expected future costs based on our historical experience over previous years. Estimated warranty costs are charged to cost of home sales in the period in which the related home sales revenue is recognized.

We maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related claims. We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations. However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy. Included in our warranty reserve accrual are allowances to cover our estimated costs of self-insured retentions and deductible amounts under these policies and estimated costs for claims that may not be covered by applicable insurance or indemnities.  Estimation of these accruals include consideration of our claims history, including current claims and estimates of claims incurred but not yet reported. In 2015, we engaged a third-party actuary to analyze our warranty reserves and allowances to cover any current or future construction-related claims.  The third-party actuary used our historical expense and claim data, as well as industry data, to estimate a reserve amount.  As result of this analysis, we increased our warranty liability by $6.0 million during the fourth quarter of 2015.  We also record expected recoveries from insurance carriers when proceeds are probable and estimable.  Outstanding warranty insurance receivables were $10.5 million and $10.0 million as of December 31, 20132015 and 2012,2014, respectively. Warranty insurance receivables are recorded in receivables on the Company did not have any accruals for asserted or unasserted matters.

Warranty

The Company currently provides a limited one year warranty covering workmanship and materials. In addition, our limited warranty (generally ranging from a minimum of two years up to the period covered by the applicable statute of repose) covers certain defined construction defects. The limited warranty covering construction defects is transferable to subsequent buyers not under direct contract with us and requires that homebuyers agree to the definitions and procedures set forth in the warranty, including the submission of unresolved construction-related disputes to binding arbitration. We reserve up to 1.0% of the sales price of each home we sell to provide the customer service to our homebuyers. We believe that our reserves are adequate to cover the ultimate resolution of our potential liabilities associated with known and anticipated warranty and construction defect related claims and litigation.

We subcontract our homebuilding work to subcontractors who generally provide us with an indemnity and a certificate of insurance prior to receiving payments for their work and, therefore, claims relating to workmanship and materials are generally the primary responsibility of our subcontractors.accompanying consolidated balance sheet.

There can be no assurance however, that the terms and limitations of the limited warranty will be effective against claims made by homebuyers, that we will be able to renew our insurance coverage or renew it at reasonable rates, that we will not be liable for damages, the cost of repairs, and/or the expense of litigation surrounding possible construction defects, soil subsidence or building related claims or that claims will not arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with ourcertain subcontractors.

Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts accrued are based upon historical experience rates. We also consider historical experience of our peers due to our limited history related to home sales. Indirect warranty overhead salaries and related costs are charged to the reserve in the period incurred. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary.

Warranty reserves consisted of the following (in thousands):

 

  Year Ended December 31, 

 

Year Ended December 31,

 

  2013 2012 2011 

 

2015

 

 

2014

 

 

2013

 

Warranty reserves, beginning of period

  $1,593   $985   $731  

 

$

33,270

 

 

$

24,449

 

 

$

24,485

 

Warranty reserves accrued

   2,898   854   470  

 

 

16,557

 

 

 

11,659

 

 

 

8,102

 

Liabilities assumed in the Merger

 

 

 

 

 

7,481

 

 

 

 

Adjustments to pre-existing reserves

 

 

7,451

 

 

 

199

 

 

 

1,933

 

Warranty expenditures

   (1,153 (246 (216

 

 

(11,330

)

 

 

(10,518

)

 

 

(10,071

)

  

 

  

 

  

 

 

Warranty reserves, end of period

  $3,338   $1,593   $985  

 

$

45,948

 

 

$

33,270

 

 

$

24,449

 

  

 

  

 

  

 

 

- 94 -


Performance Bonds

We obtain surety bonds in the normal course of business with various municipalities and other government agencies to ensuresecure completion of certain infrastructure improvements of our projects.  As of December 31, 20132015 and 2012,December 31, 2014, the Company had outstanding surety bonds totaling $41.4$414.1 million and $11.9$355.2 million, respectively. The beneficiaries of the bonds are various municipalities. In the unlikely event thatIf any such surety bond issued by a third party isperformance bonds or letters of credit are called, because the required improvements are not completed, the Company couldwe would be obligated to reimburse the issuer of the bond.performance bond or letter of credit. We do not believe that a material amount of any currently outstanding performance bonds or letters of credit will be called.  Performance bonds do not have stated expiration dates. Rather, we are released from the performance bonds as the underlying performance is completed.

Operating Leases

Office Space, Buildings and Equipment

We lease certain property and equipment under non-cancelable operating leases. Office leases are for terms up to sixnine years and generally provide renewal options for terms up to an additional five years. In most cases, we expect that, in the normal course of business, leases that expire will be renewed or replaced by other leases. Equipment leases are typically for terms of three to four years.

- 71 -


We lease our corporate headquarters located in Irvine, California.  The lease on this facility consists of approximately 17,000 square feet and expires in October 2016. During the year we signed a letter of intent to lease an additional 20,000 square feet at our corporate headquarters. We expect to occupy the additional 20,000 square feet during the third quarter of 2014 and the additional lease will expire in 2020. In addition, we lease divisional offices in Northern California and Colorado. The lease on the facility in Northern California consists of approximately 6,200 square feet and expires in September 2017. The lease on the facility in Colorado consists of approximately 5,000 square feet and expires in June 2018. As of December 31, 2013, future minimum leaserental payments under non-cancelable operating leases, which primarily consist of office leases having initial or remaining noncancellable lease agreementsterms in excess of one year, are as follows (in thousands):

 

2014

  $905  

2015

   1,346  

2016

   1,386  

 

 

 

 

 

$

7,448

 

2017

   1,081  

 

 

 

 

 

 

6,920

 

2018

   921  

 

 

 

 

 

 

5,175

 

2019

 

 

 

 

 

 

4,947

 

2020

 

 

 

 

 

 

4,110

 

Thereafter

   1,411  

 

 

 

 

 

 

7,043

 

  

 

 

 

 

 

 

 

$

35,643

 

  $7,050  
  

 

 

For the years ended December 31, 2013, 20122015, 2014 and 2011,2013, rental expense was $531,000, $373,000$6.2 million, $4.9 million and $167,000,$5.1 million, respectively.  Rent expense is included in general and administrative expenses on the consolidated statements of operations.

Ground Leases

In 1987, we obtained two 55-year ground leases of commercial property that provided for three renewal options of ten years each and one 45-year renewal option.  We exercised the three ten year extensions on one of these ground leases extending the lease through 2071.  The commercial buildings on these properties have been sold and the ground leases have been sublet to the buyers.

For one of these leases, we are responsible for making lease payments to the land owner, and we collect sublease payments from the buyers of the buildings.  Our lease commitments under this ground lease, which extends through 2071, were (in thousands):

2016

 

 

 

 

 

$

2,265

 

2017

 

 

 

 

 

 

2,265

 

2018

 

 

 

 

 

 

2,265

 

2019

 

 

 

 

 

 

2,265

 

2020

 

 

 

 

 

 

2,265

 

Thereafter

 

 

 

 

 

 

77,770

 

 

 

 

 

 

 

$

89,095

 

This ground lease has been subleased through 2041 to the buyers of the commercial buildings. Our lease commitments through 2041 total $58.9 million as of December 31, 2015, and are fully offset by sublease receipts under the noncancellable subleases.

For the second lease, the buyers of the buildings are responsible for making lease payments directly to the land owner. However, we have guaranteed the performance of the buyers/lessees. As of December 31, 2015, guaranteed future payments on the lease, which expires in 2041, were $11.0 million.

- 95 -


Purchase Obligations

In the ordinary course of business, we enter into land option contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Option contracts generally require a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial responsibility to the land seller. As of December 31, 2013,2015, we had $19.7$42.1 million of non-refundable cash deposits pertaining to land option contracts and purchase contracts for 1,184 lots with an aggregate remaining purchase price of approximately $262.1$377.4 million (net of deposits).

Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

7. 

16.

Stock-Based Compensation

2013 Long-Term Incentive Plan

The Company’s stock compensation plan, the 2013 Long-Term Incentive Plan (“2013(the “2013 Incentive Plan”), was adopted by our board of directorslegacy TRI Pointe in January 2013.2013 and amended with the approval of our stockholders in 2014. The 2013 Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, common stock, restricted stock, restricted stock units and performance awards. The 2013 Incentive Plan will automatically expire on the tenth anniversary of its effective date. Our board of directors may terminate or amend the 2013 Incentive Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation.

TheAs amended, the number of shares of our common stock that may be issued under the 2013 Incentive Plan is 2,527,83311,727,833 shares. To the extent that shares of our common stock subject to an outstanding option, stock appreciation right, stock award or performance award granted under the 2013 Incentive Plan or any predecessor plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of our common stock generally shall again be available under our the 2013 Incentive Plan. As of December 31, 20132015 there were 2,096,4169,565,094 shares available for future grant inunder the 2013 Incentive Plan.

Converted Awards

Under the Transaction Agreement, each outstanding Weyerhaeuser equity award held by an employee of WRECO was converted into a similar equity award with TRI Pointe, based on the final exchange ratio of 2.1107 (the “Exchange Ratio”), rounded down to the nearest whole number of shares of common stock. The Company filed a registration statement on Form S-8 (Registration No. 333-197461) on July 16, 2014 to register 4,105,953 shares related to these equity awards. The converted awards have the same terms and conditions as the Weyerhaeuser equity awards except that all performance share units were surrendered in exchange for time-vesting restricted stock units without any performance-based vesting conditions or requirements and the exercise price of each converted stock option is equal to the original exercise price divided by the Exchange Ratio. There will be no future grants under the WRECO equity incentive plans.

The fair value of stock option awards assumed in the Merger was determined by using an option-based model with the following assumptions:

 

 

2014 Grants

 

 

2013 Grants

 

 

2012 Grants

 

 

2011 Grants

 

Dividend yield

 

 

2.92

%

 

 

2.23

%

 

 

2.94

%

 

 

2.48

%

Expected volatility

 

 

31.71

%

 

 

38.00

%

 

 

40.41

%

 

 

38.56

%

Risk-free interest rate

 

 

1.57

%

 

 

0.92

%

 

 

1.01

%

 

 

2.65

%

Expected life (in years)

 

 

4.97

 

 

 

4.97

 

 

 

5.33

 

 

 

5.73

 

 

- 7296 -


The Company has issued stock option awards and restricted stock unit awards against the 2013 Incentive Plan. The exercise price of our stock-based awards may not be less than the market value of our common stock on the date of grant. The fair value for stock options is established at the date of grant using the Black-Scholes model for time based vesting awards. Our stock option awards typically vest over a one to three year period and expire ten years from the date of grant. Our restricted stock awards are valued based on the closing price of our common stock on the date of grant and typically vest over a one to three year period.

The following table presents compensation expense recognized related to all stock-based awards (in thousands):

 

                                                      
   Year Ended December 31, 
   2013   2012   2011 

Total stock-based compensation

  $2,371    $466    $466  
  

 

 

   

 

 

   

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Total stock-based compensation

 

$

11,935

 

 

$

7,679

 

 

$

5,002

 

As of December 31, 2013,2015, total unrecognized stock-based compensation cost related to all non-vestedstock-based awards not yet recognized was $4.3$15.8 million and the weighted average term over which the expense was expected to be recognized was 1.71.75 years.

Summary of Stock Option Activity

The following table presents a summary of stock option awards relating to our 2013 Incentive Plan for the year ended December 31, 2013 (dollars in thousands, except per share amounts):2015:

 

   2013 
   Options   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Life
   Aggregate
Intrinsic
Value
 

Options outstanding at beginning of year

   —      $—       —      $—    

Granted

   285,900     17.04     9.1     827  

Exercised

   —       —       —       —    

Forefeited

   —       —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Options outstanding at end of year

   285,900    $17.04     9.1    $827  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

 

Intrinsic

 

 

 

 

 

 

 

Price

 

 

Contractual

 

 

Value

 

 

 

Options

 

 

Per Share

 

 

Life

 

 

(in thousands)

 

Options outstanding at December 31, 2014

 

 

3,467,086

 

 

$

13.05

 

 

 

6.0

 

 

$

7,642

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(171,716

)

 

 

11.54

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(75,223

)

 

 

13.60

 

 

 

 

 

 

 

 

 

Options outstanding at December 31, 2015

 

 

3,220,147

 

 

 

13.12

 

 

 

5.2

 

 

 

3,081

 

Options exercisable at December 31, 2015

 

 

2,791,472

 

 

 

12.40

 

 

 

4.5

 

 

 

765

 

As

The total intrinsic value of stock option awards exercised during the years ended December 31, 2015, 2014 and 2013 there were nowas $642,000, $51,000 and $0(1), respectively. The total grant date fair value of stock options vestedoption awards granted or exercisable. As ofassumed during the years ended December 31, 2015, 2014 and 2013 285,900 stock options were expected to vest in the future with a weighted average exercise price of $17.04was $0, $11.8 million and a weighted average remaining contractual life of 9.1 years. There were no stock option grants in 2012 or 2011.$2.0 million(1).

The fair value forof stock option awards granted under the 2013 Incentive Plan at legacy TRI Pointe during the year wasyears ended December 31, 2015, 2014 and 2013 were established at the date of grant using an option based mode. The fair value of the stock option awards was determined usingmodel with the following assumptions:

 

 

 

2015 Grants

 

2014 Grants

 

 

2013 Grants

 

Dividend yield

 

N/A

 

 

0.00

%

 

 

0.00

%

Expected volatility

 

N/A

 

 

63.01

%

 

 

44.00

%

Risk-free interest rate

 

N/A

 

 

1.96

%

 

 

1.89

%

Expected life (in years)

 

N/A

 

 

6.00

 

 

 

5.00

 

2013

Dividend yield

0.00

Expected volatility(1)

44.00

Risk-free interest rateAmounts disclosed for 2013 relate to activity under the 2013 Incentive Plan at legacy TRI Pointe.

1.89

Expected life

5.00

- 73 -


Summary of Restricted Stock Unit Activity

The following table presents a summary of restricted stock units (“RSUs”) relating to our 2013 Incentive Plan for the year ended December 31, 2013 (dollars in thousands, except per share amounts):2015:

 

   2013 
   Restricted Share
Units
  Weighted
Average
Grant Date
Fair Value
   Aggregate
Intrinsic
Value
 

RSUs outstanding at beginning of year

   —     $—      $—    

Granted

   150,667    17.70     —    

Vested

   —      —       —    

Forefeited

   (5,150  18.30     —    
  

 

 

  

 

 

   

 

 

 

RSUs outstanding at end of year

   145,517   $17.68    $2,900  
  

 

 

  

 

 

   

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Aggregate

 

 

 

Restricted

 

 

Grant Date

 

 

Intrinsic

 

 

 

Stock

 

 

Fair Value

 

 

Value

 

 

 

Units

 

 

Per Share

 

 

(in thousands)

 

Nonvested RSUs at December 31, 2014

 

 

900,547

 

 

$

14.25

 

 

$

13,733

 

Granted

 

 

1,580,499

 

 

 

11.59

 

 

 

18,315

 

Vested

 

 

(453,685

)

 

 

13.85

 

 

 

 

 

Forfeited

 

 

(69,328

)

 

 

14.58

 

 

 

 

 

Nonvested RSUs at December 31, 2015

 

 

1,958,033

 

 

 

12.21

 

 

 

24,808

 

- 97 -


The total intrinsic value of restricted stock units that vested during the years ended December 31, 2015, 2014 and 2013 was $6.8 million, $1.0 million and $0(1), respectively. The total grant date fair value of restricted stock awards is measured asgranted or assumed during the years ended December 31, 2015, 2014 and 2013 was $18.3 million, $15.2 million and $2.6 million(1), respectively.

On March 5, 2015, the Company granted an aggregate of 440,800 restricted stock units to employees and officers. The restricted stock units granted vest annually on the anniversary of the grant date over a three year period.  The fair value of each restricted stock award granted on March 5, 2015 was measured using a price of $14.97 per share, which was the closing stock price on the date of grant and isgrant.  Each award will be expensed on a straight-line basis over the vesting period of the award. There were no restricted stock awards grants in 2012 or 2011.

Summary of Equity Based Incentive Unitsperiod.

On September 24, 2010,March 9, 2015, the Company granted equity based incentive units411,804, 384,351, and 274,536 performance-based RSUs to management. In connectionthe Company’s Chief Executive Officer, President, and Chief Financial Officer, respectively, with our initial public offering in January 2013, the incentive units converted into shares of common stock. The recipients1/3 of the equityperformance-based RSU amounts being allocated to each of the three following separate performance goals: total stockholder return (compared to a group of similarly sized homebuilders); earnings per share; and stock price. The performance-based restricted stock units granted will vest in each case, if at all, based incentive units have allon the rightspercentage of aattainment of the applicable performance goal. The performance periods for the performance-based RSUs with vesting based on total stockholder includingreturn and earnings per share are January 1, 2015 to December 31, 2017. The performance period for the rightsperformance-based RSUs with vesting based on stock price is January 1, 2016 to vote those shares and receive any dividends or distributions made with respect to those shares and any shares or other property received in respectDecember 31, 2017. The fair value of those shares; provided, however, any non-cash dividend or distribution with respectthe performance-based RSUs related to the commontotal stockholder return and stock shallprice performance goals was determined to be subject$7.55 and $7.90 per share, respectively, based on a Monte Carlo simulation. The fair value of the performance-based RSUs related to the same vesting provisions asearnings per share goal was measured using a price of $14.57 per share, which was the incentive units. The vesting terms of the equity based incentive units are as follows: (1)18.75% of such units vested, subject to limitation in (3) belowclosing stock price on the date followingof grant. Each grant will be expensed on a straight-line basis over the first-yearexpected vesting period.

On August 12, 2015, the Company granted an aggregate of 69,008 restricted stock units to members of its board of directors. The restricted stock units granted to directors on August 12, 2015 vest in their entirety on the day immediately prior to the Company’s 2016 Annual Meeting of Stockholders. The fair value of each restricted stock award granted on August 12, 2015 was measured using $14.49 per share, which was the closing price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.

On April 7, 2014, the Company granted an aggregate of 217,839 restricted stock units to employees, officers and directors. The restricted stock units granted to employees and officers on April 7, 2014 ratably vest annually on the anniversary of the grant date over a three year period. The restricted stock units granted to directors on April 7, 2014 vest on January 31, 2015, except the restricted stock units granted to directors who left the board upon the closing of such officer’s employment; (2) 56.25%the Merger vested on the date they left the board based on the number of such units vest, subject to limitationdays served in (3) below in equal quarterly installments between2014. The fair value of each restricted stock award granted on April 7, 2014 was measured using a price of $16.17 per share, which was the first and fourth-year anniversary ofclosing stock price on the date of such officer’s employment; (3) 25%grant. Each award will be expensed on a straight-line basis over the vesting period.

On August 5, 2014, the Company granted an aggregate of 56,448 restricted stock units to members of its board of directors. The restricted stock units granted to directors on August 5, 2014 vest in their entirety on May 1, 2015. The fair value of each restricted stock award granted on August 5, 2014 was measured using $13.34 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.

As restricted stock units vest, a portion of the awards granted in (1)shares awarded is generally withheld to cover employee minimum tax withholdings. As a result, the number of restricted stock units vested and (2) will vest upon a liquidity event as defined; and (4) 25% of such units will be converted into athe number of shares of restrictedTRI Pointe common stock prior to a liquidity event, as defined. The grant-date fair value of the equity based incentive units granted during the period ended December 31, 2010 was $3.3 million. The Company did not grant any equity based incentive units during the year ended December 31, 2013, 2012 and 2011. No equity based incentive units were forfeited during the years ended December 31, 2013, 2012 and 2011.issued will differ.

(1)

Amounts disclosed for 2013 relate to activity under the 2013 Incentive Plan at legacy TRI Pointe.

8. Segment Information

The Company’s operations are organized into two reportable segments: homebuilding and fee building (construction services). In accordance with ASC 280,Segment Reporting, in determining the most appropriate reportable segments, we considered similar economic and other characteristics, including product types, average selling prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply.

 

- 7498 -



17.

Income Taxes

The reportable segments follow the same accounting policies as our consolidated financial statements described in Note 1. Operational resultsprovision (benefit) for income tax attributable to income (loss) from continuing operations before income taxes consisted of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented. Financial information relating to reportable segments was as follows (in thousands):

 

   Year Ended December 31, 
   2013   2012   2011 

Revenues

      

Homebuilding

  $247,091    $77,477    $13,525  

Fee building

   10,864     1,073     5,804  
  

 

 

   

 

 

   

 

 

 
  $257,955    $78,550    $19,329  
  

 

 

   

 

 

   

 

 

 

Gross profit

      

Homebuilding

  $53,999    $13,789    $1,450  

Fee building

   1,082     149     150  
  

 

 

   

 

 

   

 

 

 
  $55,081    $13,938    $1,600  
  

 

 

   

 

 

   

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

91,343

 

 

$

(109,565

)

 

$

21,773

 

State

 

 

6,715

 

 

 

5,339

 

 

 

1,646

 

Total current taxes

 

 

98,058

 

 

 

(104,226

)

 

 

23,419

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

8,296

 

 

 

147,797

 

 

 

(107,651

)

State

 

 

5,725

 

 

 

196

 

 

 

(1,929

)

Total deferred taxes

 

 

14,021

 

 

 

147,993

 

 

 

(109,580

)

Total income tax expense (benefit)

 

$

112,079

 

 

$

43,767

 

 

$

(86,161

)

 

   December 31, 
   2013   2012 

Assets

    

Homebuilding

  $505,174    $216,667  

Fee building

   861     849  
  

 

 

   

 

 

 
  $506,035    $217,516  
  

 

 

   

 

 

 

9. Earnings (Loss) Per Share

Basic and diluted earnings (loss) per share for the three years ended December 31, 2013 give effect to the conversion of the Company’s members’ equity into common stock on January 30, 2013 as though the conversion had occurred as of the beginning of the reporting period or the original date of issuance, if later. The number of shares converted was based on the actual initial public offering price of $17.00 per share.

The following table sets forth the components used in the computation of basic and diluted earnings (loss) per share (dollars in thousands, except share and per share amounts):

   Year Ended December 31, 
   2013   2012   2011 

Numerator:

      

Net income (loss)

  $15,374    $2,506    $(4,593
  

 

 

   

 

 

   

 

 

 

Denominator:

      

Basic weighted-average shares outstanding

   30,775,989     21,597,907     12,681,352  

Effect of dilutive shares:

      

Unvested restricted stock units(1)

   21,613     —       —    
  

 

 

   

 

 

   

 

 

 

Diluted weighted-average shares outstanding

   30,797,602     21,597,907     12,681,352  
  

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per share

  $0.50    $0.12    $(0.36
  

 

 

   

 

 

   

 

 

 

Diluted earnings (loss) per share(1)

  $0.50    $0.12    $(0.36
  

 

 

   

 

 

   

 

 

 

(1)For the year ended December 31, 2013, no stock options were included in the diluted earnings per share calculation as the effect of their inclusion would be antidilutive. There were no outstanding options or non-vested shares in 2012 or 2011.

10. Income Taxes

As discussed in Note 1, in prior years and for the first 30 calendar days of 2013, the Company was a Delaware limited liability company which was treated as partnership for income tax purposes and was subject to certain minimal taxes and fees; however, income taxes on taxable income or losses realized by the Company were the obligation of the members.

- 75 -


The (provision) benefitCompany’s provision (benefit) for income taxes includeswas different from the amount computed by applying the statutory federal income tax rate of 35% to the underlying income before income taxes as a result of the following (in thousands):

 

   Year Ended
December 31,
2013
 

Current (provision) benefit for income taxes:

  

Federal

  $(11,967

State

   (3,023
  

 

 

 

Total

   (14,990
  

 

 

 

Deferred (provision) benefit for income taxes:

  

Federal

   3,840  

State

   771  
  

 

 

 

Total

   4,611  
  

 

 

 

Provision for income taxes

  $(10,379
  

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Taxes at the U.S. federal statutory rate

 

$

111,846

 

 

$

44,788

 

 

$

(83,109

)

State income taxes, net of federal tax impact

 

 

9,627

 

 

 

3,822

 

 

 

(859

)

Tax loss on the sale of WRI

 

 

 

 

 

(5,786

)

 

 

 

Non deductible transaction costs

 

 

 

 

 

2,594

 

 

 

 

Other, net

 

 

(9,394

)

 

 

(1,651

)

 

 

(2,193

)

Total income tax expense (benefit)

 

$

112,079

 

 

$

43,767

 

 

$

(86,161

)

Effective income tax rate

 

 

35.1

%

 

 

34.2

%

 

 

36.3

%

The effective tax rate differs from the federal statutory rate

Deferred taxes consisted of 35% due to the following itemsat December 31, 2015 and 2014 (in thousands):

 

   Year Ended
December 31,
2013
 

Income before income taxes

  $25,753  
  

 

 

 

Provision for income taxes at federal statutory rate

  $(9,014

(Increases) decreases in tax resulting from:

  

State income taxes, net of federal benefit

   (1,464

Permanent differences

   (552

Deferred tax assets upon conversion to a corporation

   590  

Other

   61  
  

 

 

 

Provision for income taxes

  $(10,379
  

 

 

 

Effective tax rate

   (40)% 
  

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

December 31,

 

 

 

 

 

2015

 

 

2014

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

Impairment and other valuation reserves

 

 

 

$

89,057

 

 

$

110,816

 

Incentive compensation

 

 

 

 

3,617

 

 

 

2,646

 

Indirect costs capitalized

 

 

 

 

20,266

 

 

 

27,202

 

Net operating loss carryforwards (state)

 

 

 

 

29,461

 

 

 

29,975

 

Transaction costs

 

 

 

 

(833

)

 

 

2,610

 

State taxes

 

 

 

 

2,903

 

 

 

1,368

 

Other costs and expenses

 

 

 

 

13,641

 

 

 

17,230

 

Gross deferred tax assets

 

 

 

 

158,112

 

 

 

191,847

 

Valuation allowance

 

 

 

 

(4,361

)

 

 

(6,233

)

Deferred tax assets, net of valuation allowance

 

 

 

 

153,751

 

 

 

185,614

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Interest capitalized

 

 

 

 

268

 

 

 

(2,590

)

Basis difference in inventory

 

 

 

 

(14,128

)

 

 

(14,029

)

Fixed assets

 

 

 

 

1,274

 

 

 

(555

)

Intangibles

 

 

 

 

(9,015

)

 

 

(8,944

)

Other

 

 

 

 

(1,493

)

 

 

(1,675

)

Deferred tax liabilities

 

 

 

 

(23,094

)

 

 

(27,793

)

Net deferred tax assets

 

 

 

$

130,657

 

 

$

157,821

 

- 99 -


In connection with the Merger, the Company acquired $16.8 million of net deferred tax assets and assumed $15.5 million of liabilities for uncertain tax positions.   

The Company accounts for income taxes in accordance with ASC 740,Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. The components of our deferred income tax asset are as follows (in thousands):

   December 31,
2013
 

State tax

  $1,058  

Warranty reserves

   1,360  

Transaction expenses

   1,466  

Share based compensation

   571  

Other

   156  
  

 

 

 

Total deferred tax asset

  $4,611  
  

 

 

 

Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our current and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods and tax planning alternatives.

As of December 31, 2013, we2015, the Company had $4.6state net operating loss carryforward of $560.7 million, inwhich will expire between 2016 and 2034. We had a valuation allowance related to deferred tax assets with noof $4.4 million and $6.2 million as of December 31, 2015 and December 31, 2014, respectively, related to certain state net operating loss carryforwards as the tax benefits from those state losses are not more likely than not to be realized.  The decrease in the valuation allowance. allowance in 2015 is principally due to the expiration of state net operating loss carryovers on which a full valuation allowance was previously recorded.  

The Company will continue to evaluate both positive and negative evidence in determining the need for a valuation allowance against its deferred tax assets. Changes in positive and negative evidence, including differences between the Company’s future operating results and the estimates utilized in the determination of the valuation allowance, could result in changes in the Company’s estimate of the valuation allowance against its deferred tax assets. The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company’s consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation allowance against the Company’s deferred tax assets.

Unrecognized tax benefits represent potential future obligations to taxing authorities if uncertain tax positions we have taken on previously filed tax returns are not sustained. These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were not sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained.

The Company files income tax returns in the U.S., including federal and multiple state and local jurisdictions. The Company’s tax years 2011-2015 will remain open to examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credit carryforwards.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands):

 

 

 

 

 

Year Ended

 

 

 

 

 

December 31,

 

 

 

 

 

2015

 

 

2014

 

Balance at beginning of year

 

 

 

$

14,857

 

 

$

 

Increase due to Merger

 

 

 

 

 

 

 

16,716

 

Decreases related to prior year tax positions

 

 

 

 

(1,706

)

 

 

 

Decreases related to current year tax positions

 

 

 

 

(12,879

)

 

 

(1,859

)

Balance at end of year

 

 

 

$

272

 

 

$

14,857

 

- 76 -


The amount of unrecognized tax benefit that, if recognized and realized, would affect the effective tax rate is none as of December 31, 2015. Management believes it is reasonably possible that the total amount of unrecognized tax benefits will decrease within the next 12 months.

The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense.  Accrued interest and penalties are included within the related liabilities in the balance sheet. The Company has concluded that there were no significantrecorded $35,000 of unpaid interest as a result of uncertain tax positions requiring recognition in itsas of December 31, 2015.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statements, nor hasstatement carrying amounts of assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards.

- 100 -


If we were to calculate income taxes using the Company been assessed interest or penaltiesseparate return method, the effect on pro forma unaudited income from continuing operations and pro forma unaudited earnings per share would be as follows (in thousands, except per share amounts):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Income (loss) from continuing operations before taxes as

   reported in the accompanying financial statements

 

$

319,260

 

 

$

127,964

 

 

$

(237,454

)

(Provision) benefit for income taxes

 

 

(112,079

)

 

 

(49,553

)

 

 

86,161

 

Pro forma income (loss) from continuing operations

 

 

207,181

 

 

 

78,411

 

 

 

(151,293

)

Net income attributable to noncontrolling interests

 

 

(1,720

)

 

 

 

 

 

 

Pro forma net income (loss) from continuing operations available to

   common stockholders

 

$

205,461

 

 

$

78,411

 

 

$

(151,293

)

Pro forma earnings (loss) per share - basic

 

$

1.27

 

 

$

0.54

 

 

$

(1.17

)

Pro forma earnings (loss) per share - diluted

 

$

1.27

 

 

$

0.54

 

 

$

(1.17

)

Assuming computation on a separate return basis, our income tax provision would have increased by any major tax jurisdictions$5.8 million for the year ended December 31, 2014 related to the first 30 calendar daystax loss on the sale of Weyerhaeuser Realty Investors, Inc. to Weyerhaeuser NR Company that would not have provided a benefit to our income tax provision assuming computation on a separate return basis.  There would be no change to our income tax provision for the years ended December 31, 2015 and 2013.

Refer to Note 18, Related Party Transactions, for a description of the tax sharing agreement between TRI Pointe and Weyerhaeuser.

18.

Related Party Transactions

Prior to the Merger, WRECO was a wholly-owned subsidiary of Weyerhaeuser. Weyerhaeuser provided certain services including payroll processing and related employee benefits, other corporate services such as corporate governance, cash management and other treasury services, administrative services such as government relations, tax, internal audit, legal, accounting, human resources and equity-based compensation plan administration, lease of office space, aviation services and insurance coverage. WRECO was allocated a portion of Weyerhaeuser corporate general and administrative costs on either a proportional cost or usage basis.

Weyerhaeuser-allocated corporate general and administrative expenses were as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

 

2015

 

 

 

2014

 

 

 

2013

 

Weyerhaeuser-allocated costs

 

$

 

 

$

10,735

 

 

$

22,884

 

These expenses may not be indicative of the actual level of expense WRECO would have incurred if it had operated as an independent company or of expenses expected to be incurred in the future after the Closing Date.

During the year ended December 31, 2014 and prior to the Merger, WRECO sold $4.8 million of mineral rights and $21.2 million of land to Weyerhaeuser.

TRI Pointe has certain liabilities with Weyerhaeuser related to a tax sharing agreement executed in connection with the Merger. The liabilities under the tax sharing agreement relate to a portion of the California net operating loss generated prior to the Merger that are expected to be realized after July 7, 2014; federal tax credits generated prior to the Merger that are expected to be realized after July 7, 2014; and deductions for stock option awards granted through December 31, 2013 or prior years.that are expected to be realized after July 7, 2014.  As of December 31, 2013,2015 and 2014, we had an income tax liability to Weyerhaeuser of $8.9 million and $15.7, million, respectively, which is recorded in accrued expenses and other liabilities on the earliest tax year still subject to examination by the Internal Revenue Service is 2010. The earliest year still subject to examination by a significant state or local taxing jurisdiction is 2010.

11. Related Party Transactionsaccompanying balance sheet.

In March 2011 and December 2012,January of 2014, TRI Pointe (through its predecessor in interest, TPH LLC) acquired 62 lots and 25 lots, respectively, in the Rosedale master planned community located in Azusa, California, for a purchase price of approximately $6.5 million and $3.5 million (plus a potential profit participation should a specific net margin be exceeded), respectively, from an entity in which an affiliate of the Starwood Capital Group owns a minority interest.

In December 2012, TRI Pointe (through its predecessor in interest, TPH LLC) acquired 57 lots out of a total commitment of 14946 lots located in Castle Rock, Colorado, for a purchase price of approximately $3.2$2.7 million from an entity managed by an affiliate of the Starwood Capital Group. TRI Pointe has the right to acquire the remaining 92 entitled lots for a purchase priceIn January of approximately $5.4 million.

In March 2013,2015, TRI Pointe acquired an additional 66 lots in the Rosedale master planned community located in Azusa, California, for a purchase price of approximately $15.7 million (plus a potential profit participation should a specific net margin be exceeded) from an entity in which an affiliate of the Starwood Capital Group owns a minority interest. This acquisition was approved by TRI Pointe independent directors.

In September 2013, TRI Pointe acquired 87 lots located in the master planned community of Sycamore Creek in Riverside, CA, for a purchase price of approximately $11.8 million, and 49 lots located in the community of Topazridge, also located in Riverside, CA, for a purchase price of approximately $6 million. These lots were purchased from entities managed by an affiliate of the Starwood Capital Group. This acquisition was approved by TRI Pointe independent directors.

In December 2013, TRI Pointe acquired 6746 lots located in Castle Rock, Colorado, for a purchase price of approximately $3.8$2.8 million from an entity managed by an affiliate of the Starwood Capital Group. The chairman of the Company’s board of directors is Barry Sternlicht who is also the chairman of the Starwood Capital Group.  Starwood Fund, a greater than five percent holder of our common stock, is managed by affiliates of Starwood Capital Group.  This acquisition was approved by TRI PointePointe’s independent directors.

The Starwood Capital Group (through its affiliate the Starwood Fund) owns 11,985,905 shares of our common stock, which represents 37.9% of our common stock as of February 21, 2014. Additionally, Barry Sternlicht, the Chairman and Chief Executive Officer of Starwood Capital Group, is also chairman of our board.

 

- 77101 -


12. Results

In October of Quarterly2015, we entered into an agreement with an affiliate of BlackRock, Inc. to acquire 161 lots located in Dublin, California, for a purchase price of approximately $60 million.  BlackRock, Inc. is a greater than five percent holder of our common stock.  This acquisition was approved by the Executive Land Committee, which is comprised of independent directors.

19.

Discontinued Operations

On October 31, 2013, a wholly-owned subsidiary of WRECO, Weyerhaeuser Realty Investors, Inc., (“WRI”), was sold to Weyerhaeuser NR Company. The results of operations for WRI have been recorded as discontinued operations in the accompanying consolidated financial statements. Cash flows of WRI through the date of the sale to Weyerhaeuser remain fully consolidated in the accompanying consolidated statement of cash flow for the year ended December 31, 2013.

Earnings of discontinued operations is as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Earnings before income taxes

 

$

 

 

$

 

 

$

602

 

Gain on sale of discontinued operations

 

 

 

 

 

 

 

 

1,946

 

(Provision) benefit for income taxes

 

 

 

 

 

 

 

 

(710

)

Discontinued operations, net of income taxes

 

$

 

 

$

 

 

$

1,838

 

On October 31, 2013, Weyerhaeuser NR Company acquired WRI for $3.6 million. The purchase price was recorded as a reduction in the debt payable to Weyerhaeuser. The transaction resulted in a net gain of approximately $1.9 million, which was recognized in the fourth quarter of 2013.

- 102 -


20.

Supplemental Disclosure to Consolidated Statement of Cash Flow

The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):

 

 

Year Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid (received) during the period for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest, net of amounts capitalized of $60,964, $38,975 and

   $19,081 (Note 7)

 

$

 

 

$

1,372

 

 

$

2,091

 

Income taxes

 

$

69,917

 

 

$

43,005

 

 

$

(10,521

)

Supplemental disclosures of noncash activities:

 

 

 

 

 

 

 

 

 

 

 

 

Increase in real estate inventory due to distribution of land

   from an unconsolidated joint venture

 

$

 

 

$

5,052

 

 

$

 

Distribution to Weyerhaeuser of excluded assets and liabilities

 

$

 

 

$

126,687

 

 

$

 

Amounts owed to Weyerhaeuser related to the tax sharing

   agreement

 

$

 

 

$

15,688

 

 

$

 

Noncash settlement of debt payable to Weyerhaeuser

 

$

 

 

$

70,082

 

 

$

 

Accrued liabilities related to the purchase of operating properties

   and equipment

 

$

3,976

 

 

$

 

 

$

 

Amortization of senior note discount capitalized to real estate

   inventory

 

$

1,552

 

 

$

804

 

 

$

 

Amortization of deferred loan costs capitalized to real estate

   inventory

 

$

3,312

 

 

$

 

 

$

 

Effect of net consolidation and de-consolidation of variable

   interest entities:

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in consolidated real estate inventory

   not owned

 

$

5,297

 

 

$

6,343

 

 

$

(7,411

)

Increase in deposits on real estate under option or

   contract and other assets

 

$

 

 

$

780

 

 

$

3,005

 

Increase in accrued expenses and other liabilities

 

$

300

 

 

$

 

 

$

 

(Increase) decrease in noncontrolling interests

 

$

(5,597

)

 

$

(7,123

)

 

$

4,406

 

Merger:

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of assets, excluding cash acquired

 

$

 

 

$

724,995

 

 

$

 

Liabilities assumed

 

$

 

 

$

(276,347

)

 

$

 

21.

Subsequent Events

On January 27, 2016, our Board of Directors approved a $100 million stock repurchase program, effective January 26, 2016.  Under the program, the company may repurchase common stock with an aggregate value of up to $100 million through January 25, 2017. The share repurchase program does not obligate the company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. The timing and amount of repurchases are determined by the company’s management at its discretion based on a variety of factors such as the market price of its common stock, corporate requirements, general market and economic conditions and legal requirements. Purchases of the company’s common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with federal securities laws.  As of this reporting date no shares have been repurchased under this program.

22.

Supplemental Guarantor Information

On the Closing Date, the TRI Pointe Homes assumed WRECO’s obligations as issuer of the Senior Notes.  Additionally, all of TRI Pointe’s wholly-owned subsidiaries that are guarantors of the Company’s unsecured $550 million revolving credit facility, including WRECO and certain of its wholly-owned subsidiaries, entered into supplemental indentures pursuant to which they jointly and severally guaranteed TRI Pointe’s obligations with respect to the Senior Notes.  In connection with the Reorganization, TRI Pointe Group became a co-issuer with TRI Pointe Homes of the Senior Notes.

- 103 -


Presented below are the condensed consolidating balance sheets at December 31, 2015 and 2014, condensed consolidating statements of operations for the years ended December 31, 2015 and 2014 and condensed consolidating statement of cash flows for the years ended December 31, 2015 and 2014.  TRI Pointe’s non-guarantor subsidiaries represent less than 3% on an individual and aggregate basis of consolidated total assets, total revenues, and income from operations before taxes and cash flow from operating activities.  Therefore, the non-guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the guarantor subsidiaries.

As discussed in Note 1, the Merger was treated as a “reverse acquisition” with WRECO being considered the accounting acquirer.  Accordingly, the financial statements reflect the historical results of WRECO for all periods and do not include the historical financial information of TRI Pointe prior to the Closing Date.  Subsequent to the Closing Date, the consolidated financial statements reflect the results of the combined company.  As a result, we have not included condensed consolidated financial statements for the years ending December 31, 2013 because those results are of WRECO and are already included on the face of the consolidated financial statements.  In addition, there is no financial information for TRI Pointe Group, Inc., issuer of the Senior Notes, in the periods prior to the Merger.

Condensed Consolidating Balance Sheet (in thousands):

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Guarantor

 

 

Consolidating

 

 

TRI Pointe

 

 

 

Issuer (1)

 

 

Subsidiaries

 

 

Adjustments

 

 

Group, Inc.

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

147,771

 

 

$

66,714

 

 

$

 

 

$

214,485

 

Receivables

 

 

17,358

 

 

 

26,352

 

 

 

 

 

 

43,710

 

Intercompany receivables

 

 

783,956

 

 

 

 

 

 

(783,956

)

 

 

 

Real estate inventories

 

 

657,221

 

 

 

1,862,052

 

 

 

 

 

 

2,519,273

 

Investments in unconsolidated entities

 

 

 

 

 

18,999

 

 

 

 

 

 

18,999

 

Goodwill and other intangible assets, net

 

 

156,604

 

 

 

5,425

 

 

 

 

 

 

162,029

 

Investments in subsidiaries

 

 

1,093,261

 

 

 

 

 

 

(1,093,261

)

 

 

 

Deferred tax assets, net

 

 

19,061

 

 

 

111,596

 

 

 

 

 

 

130,657

 

Other assets

 

 

12,219

 

 

 

36,699

 

 

 

 

 

 

48,918

 

Total Assets

 

$

2,887,451

 

 

$

2,127,837

 

 

$

(1,877,217

)

 

$

3,138,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

20,444

 

 

$

44,396

 

 

$

 

 

$

64,840

 

Intercompany payables

 

 

 

 

 

783,956

 

 

 

(783,956

)

 

 

 

Accrued expenses and other liabilities

 

 

32,219

 

 

 

184,044

 

 

 

 

 

 

216,263

 

Unsecured revolving credit facility

 

 

299,392

 

 

 

 

 

 

 

 

 

299,392

 

Seller financed loans

 

 

2,034

 

 

 

400

 

 

 

 

 

 

2,434

 

Senior notes

 

 

868,679

 

 

 

 

 

 

 

 

 

868,679

 

Total Liabilities

 

 

1,222,768

 

 

 

1,012,796

 

 

 

(783,956

)

 

 

1,451,608

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

1,664,683

 

 

 

1,093,261

 

 

 

(1,093,261

)

 

 

1,664,683

 

Noncontrolling interests

 

 

 

 

 

21,780

 

 

 

 

 

 

21,780

 

Total Equity

 

 

1,664,683

 

 

 

1,115,041

 

 

 

(1,093,261

)

 

 

1,686,463

 

Total Liabilities and Equity

 

$

2,887,451

 

 

$

2,127,837

 

 

$

(1,877,217

)

 

$

3,138,071

 

(1)

References to “Issuer” in Note 22, Supplemental Guarantor Information have the following meanings:

a.

for periods prior to July 7, 2015: TRI Pointe Homes only

b.

for periods from and after July 7, 2015:  TRI Pointe Homes and TRI Pointe Group as co-issuers

- 104 -


Condensed Consolidating Balance Sheet (in thousands):

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Guarantor

 

 

Consolidating

 

 

TRI Pointe

 

 

 

Issuer (1)

 

 

Subsidiaries

 

 

Adjustments

 

 

Homes, Inc.

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

105,888

 

 

$

64,741

 

 

$

 

 

$

170,629

 

Receivables

 

 

5,050

 

 

 

15,068

 

 

 

 

 

 

20,118

 

Intercompany receivables

 

 

797,480

 

 

 

 

 

 

(797,480

)

 

 

 

Real estate inventories

 

 

613,666

 

 

 

1,666,517

 

 

 

 

 

 

2,280,183

 

Investments in unconsolidated entities

 

 

 

 

 

16,805

 

 

 

 

 

 

16,805

 

Goodwill and other intangible assets, net

 

 

156,603

 

 

 

5,960

 

 

 

 

 

 

162,563

 

Investments in subsidiaries

 

 

941,397

 

 

 

 

 

 

(941,397

)

 

 

 

Deferred tax assets, net

 

 

23,630

 

 

 

134,191

 

 

 

 

 

 

157,821

 

Other assets

 

 

31,512

 

 

 

50,207

 

 

 

 

 

 

81,719

 

Total Assets

 

$

2,675,226

 

 

$

1,953,489

 

 

$

(1,738,877

)

 

$

2,889,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

25,800

 

 

$

43,060

 

 

$

 

 

$

68,860

 

Intercompany payables

 

 

 

 

 

797,480

 

 

 

(797,480

)

 

 

 

Accrued expenses and other liabilities

 

 

57,353

 

 

 

152,656

 

 

 

 

 

 

210,009

 

Unsecured revolving credit facility

 

 

260,000

 

 

 

 

 

 

 

 

 

260,000

 

Seller financed loans

 

 

14,077

 

 

 

600

 

 

 

 

 

 

14,677

 

Senior notes

 

 

863,816

 

 

 

 

 

 

 

 

 

863,816

 

Total Liabilities

 

 

1,221,046

 

 

 

993,796

 

 

 

(797,480

)

 

 

1,417,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

1,454,180

 

 

 

941,397

 

 

 

(941,397

)

 

 

1,454,180

 

Noncontrolling interests

 

 

 

 

 

18,296

 

 

 

 

 

 

18,296

 

Total Equity

 

 

1,454,180

 

 

 

959,693

 

 

 

(941,397

)

 

 

1,472,476

 

Total Liabilities and Equity

 

$

2,675,226

 

 

$

1,953,489

 

 

$

(1,738,877

)

 

$

2,889,838

 

(1)

References to “Issuer” in Note 22, Supplemental Guarantor Information have the following meanings:

a.

for periods prior to July 7, 2015: TRI Pointe Homes only

b.

for periods from and after July 7, 2015:  TRI Pointe Homes and TRI Pointe Group as co-issuers

- 105 -


Condensed Consolidating Statement of Operations (Unaudited)(in thousands):

 

 

Year Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Guarantor

 

 

Consolidating

 

 

TRI Pointe

 

 

 

Issuer (1)

 

 

Subsidiaries

 

 

Adjustments

 

 

Group, Inc.

 

Homebuilding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenue

 

$

774,005

 

 

$

1,517,259

 

 

$

 

 

$

2,291,264

 

Land and lot sales revenue

 

 

 

 

 

101,284

 

 

 

 

 

 

101,284

 

Other operations

 

 

 

 

 

7,601

 

 

 

 

 

 

7,601

 

Total revenues

 

 

774,005

 

 

 

1,626,144

 

 

 

 

 

 

2,400,149

 

Cost of home sales

 

 

624,331

 

 

 

1,182,760

 

 

 

 

 

 

1,807,091

 

Cost of land and lot sales

 

 

 

 

 

34,844

 

 

 

 

 

 

34,844

 

Other operations

 

 

 

 

 

4,360

 

 

 

 

 

 

4,360

 

Impairments and lot option abandonments

 

 

460

 

 

 

1,470

 

 

 

 

 

 

1,930

 

Sales and marketing

 

 

26,792

 

 

 

89,425

 

 

 

 

 

 

116,217

 

General and administrative

 

 

55,611

 

 

 

61,885

 

 

 

 

 

 

117,496

 

Restructuring charges

 

 

(169

)

 

 

3,498

 

 

 

 

 

 

3,329

 

Homebuilding income from operations

 

 

66,980

 

 

 

247,902

 

 

 

 

 

 

314,882

 

Equity in loss of unconsolidated entities

 

 

 

 

 

1,460

 

 

 

 

 

 

1,460

 

Transaction expenses

 

 

 

 

 

 

 

 

 

 

 

 

Other (loss) income, net

 

 

(127

)

 

 

985

 

 

 

 

 

 

858

 

Homebuilding income from continuing operations

   before taxes

 

 

66,853

 

 

 

250,347

 

 

 

 

 

 

317,200

 

Financial Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

1,010

 

 

 

 

 

 

1,010

 

Expenses

 

 

 

 

 

181

 

 

 

 

 

 

181

 

Equity in income of unconsolidated entities

 

 

 

 

 

1,231

 

 

 

 

 

 

1,231

 

Financial services income from continuing operations

   before taxes

 

 

 

 

 

2,060

 

 

 

 

 

 

2,060

 

Income from continuing operations before taxes

 

 

66,853

 

 

 

252,407

 

 

 

 

 

 

319,260

 

Provision for income taxes

 

 

(20,001

)

 

 

(92,078

)

 

 

 

 

 

 

(112,079

)

Equity of net income (loss) of subsidiaries

 

 

158,609

 

 

 

 

 

 

(158,609

)

 

 

 

Net income (loss)

 

 

205,461

 

 

 

160,329

 

 

 

(158,609

)

 

 

207,181

 

Net income attributable to noncontrolling interests

 

 

 

 

 

(1,720

)

 

 

 

 

 

(1,720

)

Net income (loss) available to common stockholders

 

$

205,461

 

 

$

158,609

 

 

$

(158,609

)

 

$

205,461

 

(1)

References to “Issuer” in Note 22, Supplemental Guarantor Information have the following meanings:

a.

for periods prior to July 7, 2015: TRI Pointe Homes only

b.

for periods from and after July 7, 2015:  TRI Pointe Homes and TRI Pointe Group as co-issuers

- 106 -


Condensed Consolidating Statement of Operations (in thousands):

 

 

Year Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Guarantor

 

 

Consolidating

 

 

TRI Pointe

 

 

 

Issuer (1)

 

 

Subsidiaries

 

 

Adjustments

 

 

Homes, Inc.

 

Homebuilding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home sales revenue

 

$

324,219

 

 

$

1,322,055

 

 

$

 

 

$

1,646,274

 

Land and lot sales revenue

 

 

 

 

 

47,660

 

 

 

 

 

 

47,660

 

Other operations

 

 

(12

)

 

 

9,694

 

 

 

 

 

 

9,682

 

Total revenues

 

 

324,207

 

 

 

1,379,409

 

 

 

 

 

 

1,703,616

 

Cost of home sales

 

 

271,530

 

 

 

1,044,940

 

 

 

 

 

 

1,316,470

 

Cost of land and lot sales

 

 

 

 

 

37,560

 

 

 

 

 

 

37,560

 

Other operations

 

 

 

 

 

3,324

 

 

 

 

 

 

3,324

 

Impairments and lot option abandonments

 

 

49

 

 

 

2,466

 

 

 

 

 

 

2,515

 

Sales and marketing

 

 

9,678

 

 

 

93,922

 

 

 

 

 

 

103,600

 

General and administrative

 

 

16,532

 

 

 

65,826

 

 

 

 

 

 

82,358

 

Restructuring charges

 

 

 

 

 

10,543

 

 

 

 

 

 

10,543

 

Homebuilding income from operations

 

 

26,418

 

 

 

120,828

 

 

 

 

 

 

147,246

 

Equity in loss of unconsolidated entities

 

 

 

 

 

(278

)

 

 

 

 

 

(278

)

Transaction expenses

 

 

(7,138

)

 

 

(10,822

)

 

 

 

 

 

(17,960

)

Other income (loss), net

 

 

17

 

 

 

(1,036

)

 

 

 

 

 

(1,019

)

Homebuilding income from continuing operations

   before taxes

 

 

19,297

 

 

 

108,692

 

 

 

 

 

 

127,989

 

Financial Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

15

 

 

 

 

 

 

15

 

Equity in loss of unconsolidated entities

 

 

 

 

 

(10

)

 

 

 

 

 

(10

)

Financial services loss from continuing operations

   before taxes

 

 

 

 

 

(25

)

 

 

 

 

 

(25

)

Income from continuing operations before taxes

 

 

19,297

 

 

 

108,667

 

 

 

 

 

 

127,964

 

Provision for income taxes

 

 

(11,586

)

 

 

(32,181

)

 

 

 

 

 

(43,767

)

Net income

 

 

7,711

 

 

 

76,486

 

 

 

 

 

 

84,197

 

Equity of net income (loss) of subsidiaries

 

 

76,486

 

 

 

 

 

 

(76,486

)

 

 

 

Net income (loss) available to common stockholders

 

$

84,197

 

 

$

76,486

 

 

$

(76,486

)

 

$

84,197

 

(1)

References to “Issuer” in Note 22, Supplemental Guarantor Information have the following meanings:

a.

for periods prior to July 7, 2015: TRI Pointe Homes only

b.

for periods from and after July 7, 2015:  TRI Pointe Homes and TRI Pointe Group as co-issuers

- 107 -


Condensed Consolidating Statement of Cash Flows (in thousands):

 

 

Year Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Guarantor

 

 

Consolidating

 

 

TRI Pointe

 

 

 

Issuer (1)

 

 

Subsidiaries

 

 

Adjustments

 

 

Group, Inc.

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

1,714

 

 

$

29,291

 

 

$

 

 

$

31,005

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,063

)

 

 

254

 

 

 

 

 

 

(809

)

Investments in unconsolidated entities

 

 

 

 

 

(1,468

)

 

 

 

 

 

(1,468

)

Distributions from unconsolidated entities

 

 

 

 

 

1,415

 

 

 

 

 

 

1,415

 

Intercompany

 

 

16,717

 

 

 

 

 

 

(16,717

)

 

 

 

Net cash provided by (used in) investing activities

 

 

15,654

 

 

 

201

 

 

 

(16,717

)

 

 

(862

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings from debt

 

 

140,000

 

 

 

 

 

 

 

 

 

140,000

 

Repayment of debt

 

 

(112,651

)

 

 

(200

)

 

 

 

 

 

(112,851

)

Debt issuance costs

 

 

(2,688

)

 

 

 

 

 

 

 

 

(2,688

)

Net repayments of debt held by variable interest entities

 

 

 

 

 

(6,769

)

 

 

 

 

 

(6,769

)

Contributions from noncontrolling interests

 

 

 

 

 

5,990

 

 

 

 

 

 

5,990

 

Distributions to noncontrolling interests

 

 

 

 

 

(9,823

)

 

 

 

 

 

(9,823

)

Proceeds from issuance of common stock under

   share-based awards

 

 

1,616

 

 

 

 

 

 

 

 

 

1,616

 

Excess tax benefits of share-based awards

 

 

428

 

 

 

 

 

 

 

 

 

428

 

Minimum tax withholding paid on behalf of employees for

   restricted stock units

 

 

(2,190

)

 

 

 

 

 

 

 

 

(2,190

)

Intercompany

 

 

 

 

 

(16,717

)

 

 

16,717

 

 

 

 

Net cash provided by (used in) financing activities

 

 

24,515

 

 

 

(27,519

)

 

 

16,717

 

 

 

13,713

 

Net increase in cash and cash equivalents

 

 

41,883

 

 

 

1,973

 

 

 

 

 

 

43,856

 

Cash and cash equivalents - beginning of period

 

 

105,888

 

 

 

64,741

 

 

 

 

 

 

170,629

 

Cash and cash equivalents - end of period

 

$

147,771

 

 

$

66,714

 

 

$

 

 

$

214,485

 

(1)

References to “Issuer” in Note 22, Supplemental Guarantor Information have the following meanings:

a.

for periods prior to July 7, 2015: TRI Pointe Homes only

b.

for periods from and after July 7, 2015:  TRI Pointe Homes and TRI Pointe Group as co-issuers

- 108 -


Condensed Consolidating Statement of Cash Flows (in thousands):

 

 

Year Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Guarantor

 

 

Consolidating

 

 

TRI Pointe

 

 

 

Issuer (1)

 

 

Subsidiaries

 

 

Adjustments

 

 

Homes, Inc.

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(62,715

)

 

$

(50,655

)

 

$

 

 

$

(113,370

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(2,293

)

 

 

(5,557

)

 

 

 

 

 

(7,850

)

Cash acquired in the Merger

 

 

53,800

 

 

 

 

 

 

 

 

 

53,800

 

Proceeds from sale of property and equipment

 

 

 

 

 

23

 

 

 

 

 

 

23

 

Investments in unconsolidated entities

 

 

 

 

 

(1,311

)

 

 

 

 

 

(1,311

)

Intercompany

 

 

69,971

 

 

 

 

 

 

(69,971

)

 

 

 

Net cash provided by (used in) investing activities

 

 

121,478

 

 

 

(6,845

)

 

 

(69,971

)

 

 

44,662

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings from debt

 

 

100,000

 

 

 

600

 

 

 

 

 

 

100,600

 

Repayment of debt

 

 

(53,051

)

 

 

 

 

 

 

 

 

(53,051

)

Debt issuance costs

 

 

 

 

 

(23,000

)

 

 

 

 

 

(23,000

)

Proceeds from issuance of senior notes

 

 

 

 

 

886,698

 

 

 

 

 

 

886,698

 

Bridge commitment fee

 

 

 

 

 

(10,322

)

 

 

 

 

 

(10,322

)

Changes in debt payable to Weyerhaeuser

 

 

 

 

 

(623,589

)

 

 

 

 

 

(623,589

)

Change in book overdrafts

 

 

 

 

 

(22,491

)

 

 

 

 

 

(22,491

)

Distributions to Weyerhaeuser

 

 

 

 

 

(8,606

)

 

 

 

 

 

(8,606

)

Net proceeds of debt held by variable interest entities

 

 

 

 

 

3,903

 

 

 

 

 

 

3,903

 

Contributions from noncontrolling interests

 

 

 

 

 

1,895

 

 

 

 

 

 

1,895

 

Distributions to noncontrolling interests

 

 

 

 

 

(19,143

)

 

 

 

 

 

(19,143

)

Proceeds from issuance of common stock under

   share-based awards

 

 

176

 

 

 

 

 

 

 

 

 

176

 

Excess tax benefits of share-based awards

 

 

 

 

 

1,757

 

 

 

 

 

 

1,757

 

Intercompany

 

 

 

 

 

 

(69,971

)

 

 

69,971

 

 

 

 

Net cash provided by financing activities

 

 

47,125

 

 

 

117,731

 

 

 

69,971

 

 

 

234,827

 

Net increase in cash and cash equivalents

 

 

105,888

 

 

 

60,231

 

 

 

 

 

 

166,119

 

Cash and cash equivalents - beginning of period

 

 

 

 

 

4,510

 

 

 

 

 

 

4,510

 

Cash and cash equivalents - end of period

 

$

105,888

 

 

$

64,741

 

 

$

 

 

$

170,629

 

(1)

References to “Issuer” in Note 22, Supplemental Guarantor Information have the following meanings:

a.

for periods prior to July 7, 2015: TRI Pointe Homes only

b.

for periods from and after July 7, 2015:  TRI Pointe Homes and TRI Pointe Group as co-issuers

- 109 -


23.

Results of Quarterly Operations (Unaudited)

The following table presents our unaudited quarterly financial data. As discussed in Note 1, the Merger was treated as a reverse acquisition and WRECO is considered the accounting acquirer.  Accordingly, WRECO is reflected as the predecessor and acquirer and therefore consolidated financial statements included in this Annual Report on Form 10-K reflect historical consolidated financial statements of WRECO for all periods presented, and do not include the historical financial statements of legacy TRI Pointe prior to the Closing Date.  As a result, quarterly financial data presented in the following table for periods prior to the third quarter of 2014 will differ from amounts previously reported on the Form 10-Q from the same periods. In our opinion, this information has been prepared on a basis consistent with that of our audited consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the unaudited quarterly financial data. Our quarterly results of operations for these periods are not necessarily indicative of future results of operations (in thousands, except per share amounts):

 

   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 

2013

     

Total revenues

  $27,888   $51,087   $58,539   $120,441  

Cost of homes sales and fee building

   (23,074  (41,713  (45,340  (92,747
  

 

 

  

 

 

  

 

 

  

 

 

 

Gross margin

  $4,814   $9,374   $13,199   $27,694  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  $270   $2,075   $4,686   $8,343  

Basic earnings per share (1)

  $0.01   $0.07   $0.15   $0.26  

Diluted earnings per share (1)

  $0.01   $0.07   $0.15   $0.26  

2012

     

Total revenues

  $4,653   $7,808   $10,060   $56,029  

Cost of homes sales and fee building

   (4,137  (6,853  (8,879  (44,743
  

 

 

  

 

 

  

 

 

  

 

 

 

Gross margin

  $516   $955   $1,181   $11,286  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $(1,143 $(1,317 $(1,480 $6,446  

Basic earnings per share (1)

  $(0.09 $(0.09 $(0.10 $0.30  

Diluted earnings per share (1)

  $(0.09 $(0.09 $(0.10 $0.30  

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

2015

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

Total revenues

 

$

377,258

 

 

$

495,517

 

 

$

648,141

 

 

$

880,243

 

Cost of homes sales and other

 

 

302,417

 

 

 

352,720

 

 

 

511,353

 

 

 

679,825

 

Impairments and lot option abandonments

 

 

360

 

 

 

1,178

 

 

 

211

 

 

 

181

 

Gross margin

 

$

74,481

 

 

$

141,619

 

 

$

136,577

 

 

$

200,237

 

Net income

 

$

15,297

 

 

$

56,762

 

 

$

49,769

 

 

$

85,353

 

Net (income) loss attributable to noncontrolling interests

 

 

 

 

 

(1,832

)

 

$

393

 

 

 

(281

)

Net income available to common stockholders

 

$

15,297

 

 

$

54,930

 

 

$

50,162

 

 

$

85,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.34

 

 

$

0.31

 

 

$

0.53

 

Diluted

 

$

0.09

 

 

$

0.34

 

 

$

0.31

 

 

$

0.52

 

 

(1)Some amounts do not add to our full year results presented on our consolidated statement of operations due to rounding differences in quarterly and annual weighted average share calculations.

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

2014

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

Total revenues

 

$

248,132

 

 

$

342,563

 

 

$

477,920

 

 

$

635,001

 

Cost of homes sales and other

 

 

195,595

 

 

 

267,937

 

 

 

387,721

 

 

 

506,101

 

Impairments and lot option abandonments

 

 

468

 

 

 

104

 

 

 

552

 

 

 

1,391

 

Gross margin

 

$

52,069

 

 

$

74,522

 

 

$

89,647

 

 

$

127,509

 

Net income

 

$

7,581

 

 

$

24,225

 

 

$

10,965

 

 

$

41,426

 

Net (income) loss attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

7,581

 

 

$

24,225

 

 

$

10,965

 

 

$

41,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.06

 

 

$

0.19

 

 

$

0.07

 

 

$

0.26

 

Diluted

 

$

0.06

 

 

$

0.19

 

 

$

0.07

 

 

$

0.26

 

Quarterly and year-to-date computations of per share amounts are made independently.  Therefore, the sum of per share amounts for the quarter may not agree with per share amounts for the year.

 

- 78110 -


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

TRI Pointe Group, Inc.

TRI Pointe Homes, Inc.

By:

By:

/s/ Douglas F. Bauer

Douglas F. Bauer

Chief Executive Officer

Date: February 26, 2016

Date: February 27, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

Signature

Title

Date

/s/ Barry S. Sternlicht

Chairman of the Board of Directors, Director

February 26, 2016

Barry S. Sternlicht

/s/ Douglas F. Bauer

Director,

Chief Executive Officer

(Principal and Director (Principal Executive Officer)

February 27, 201426, 2016

Douglas F. Bauer

/s/ Michael D. Grubbs

Chief Financial Officer & Treasurer

(Principal Financial andOfficer)

February 26, 2016

Michael D. Grubbs

/s/ Glenn J. Keeler

Chief Accounting Officer

(Principal Accounting Officer)

February 27, 201426, 2016

Michael D. Grubbs

Glenn J. Keeler

/s/ Barry S. SternlichtLawrence B. Burrows

Chairman of the Board and

Director

February 27, 201426, 2016

Barry S. Sternlicht

Lawrence B. Burrows

/s/ J. Marc PerrinDaniel S. Fulton 

Director

February 27, 201426, 2016

J. Marc Perrin

Daniel S. Fulton

/s/ Richard D. BronsonKristin F. Gannon 

Director

February 27, 201426, 2016

Richard D. Bronson

Kristin F. Gannon

/s/ Wade H. CableDirectorFebruary 27, 2014
Wade H. Cable

/s/ Steven J. Gilbert

Director

February 27, 201426, 2016

Steven J. Gilbert

/s/ Christopher D. Graham 

Director

February 26, 2016

Christopher D. Graham

/s/ Constance B. Moore

Director

February 26, 2016

Constance B. Moore

/s/ Thomas B. Rogers

Director

February 27, 201426, 2016

Thomas B. Rogers

 

- 79111 -



Exhibit

Number

Exhibit

Description

2.1

2.1

Plan of Conversion of TRI Pointe Homes, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form 10-Q (filed Aug. 13, 2013)
2.2

Transaction Agreement, dated as of November 3, 2013, among TRI Pointe Homes, Inc., Weyerhaeuser Company, Weyerhaeuser Real Estate Company, and Topaz Acquisition, Inc. (incorporated by reference to Exhibit 2.1 ofto the Company’s Current ReportRegistration Statement on Form 8-KS‑4 (filed Nov. 4, 2013)March 28, 2014))

3.1

Amended and Restated Certificate of Incorporation of TRI Pointe Homes, Inc.(incorporated (incorporated by reference to Exhibit 3.1 ofto the Company’s AnnualCurrent Report on Form 10-K8‑K (filed March 28, 2013))July 7, 2015)

3.2

Amended and Restated Bylaws of TRI Pointe Homes, Inc. (incorporated by reference to Exhibit 3.2 ofto the Company’s QuarterlyCurrent Report on Form 10-Q8-K (filed Aug. 13, 2013)July 7, 2015))

4.1

Specimen Common Stock Certificate of TRI Pointe Homes,Group, Inc. (incorporated by reference to Exhibit 4.1 ofto the Company’s Registration StatementCurrent Report onForm S-18-K (filed Dec. 21, 2012)July 7, 2015))

4.2

Investor Rights Agreement, between TRI Pointe Homes, Inc. and VIII/TPC Holdings, L.L.C., dated as of January 30, 2013, by and among TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C., BMG Homes, Inc., The Bauer Revocable Trust U/D/T Dated December 31, 2003, Grubbs Family Trust Dated June 22, 2012, The Mitchell Family Trust U/D/T Dated February 8, 2000, Douglas J. Bauer, Thomas J. Mitchell and Michael D. Grubbs. (incorporated by reference to Exhibit 4.2 ofto the Company’s Quarterly ReportRegistration Statement on Form 10-QS‑4 (filed Aug. 13, 2013)Jan. 9, 2014))

4.3

First Amendment to Investor Rights Agreement, dated as of November 3, 2013, by and among TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C., BMG Homes, Inc., The Bauer Revocable Trust U/D/T Dated December 31, 2003, Grubbs Family Trust Dated June 22, 2012, The Mitchell Family Trust U/D/T Dated February 8, 2000, Douglas F. Bauer, Thomas J. Mitchell and Michael D. Grubbs.Grubbs (incorporated by reference to Exhibit 10.9 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

4.4

Second Amendment to Investor Rights Agreement, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C., BMG Homes, Inc., The Bauer Revocable Trust U/D/T Dated December 31, 2003, Grubbs Family Trust Dated June 22, 2012, The Mitchell Family Trust U/D/T Dated February 8, 2000, Douglas F. Bauer, Thomas J. Mitchell and Michael D. Grubbs (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

4.5

Registration Rights Agreement, dated as of January 30, 2013, among TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C., and certain TRI Pointe Homes, Inc. stockholders (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S‑4 (filed Jan. 9, 2014))

4.6

First Amendment to Registration Rights Agreement, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc., VIII/TPC Holdings, L.L.C. and certain TRI Pointe Homes, Inc. stockholders (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

4.7

Indenture, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee (including form of 4.375% Senior Note due 2019) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8‑K (filed June 19, 2014))

4.8

First Supplemental Indenture, dated as of July 7, 2014, among TRI Pointe Homes, Inc., Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee, relating to the 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

4.9

Second Supplemental Indenture, dated as of July 7, 2014, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

4.10

Third Supplemental Indenture, dated as of July 7, 2015, among TRI Point Group, Inc., TRI Pointe Homes, Inc. and U.S. Bank National Association, as trustee, relating to the members4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

4.11

Indenture, dated as of June 13, 2014, by and among Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee (including form of 5.875% Senior Note due 2024) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed June 19, 2014))

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Exhibit

Number

Exhibit

Description

4.12

First Supplemental Indenture, dated as of July 7, 2014, among TRI Pointe Homes, LLC,Inc., Weyerhaeuser Real Estate Company and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

4.13

Second Supplemental Indenture, dated as of July 7, 2014, among the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

4.14

Third Supplemental Indenture, dated as of July 7, 2015, among TRI Point Group, Inc., TRI Pointe Homes, Inc. and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

10.1

Joinder Agreement to Purchase Agreement, dated as of July 7, 2014, relating to the 4.375% Senior Notes due 2019 and 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

10.2

Issuer Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 10.2 ofto the Company’s QuarterlyCurrent Report on Form 10-Q8‑K (filed Aug. 13, 2013)July 7, 2014))

10.1

10.3

Guarantor Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 4.375% Senior Notes due 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

10.4

Issuer Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

10.5

Guarantor Joinder Agreement to Registration Rights Agreement, dated as of July 7, 2014, relating to 5.875% Senior Notes due 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

10.6

Registration Rights Agreement with respect to 4.375% Senior Notes due 2019, dated as of June 23, 2014, by and among Weyerhaueser Real Estate Company, CitiGroup Global Markets, Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed June 19, 2014))

10.7

Registration Rights Agreement with respect to 5.875% Senior Notes due 2024, dated as of June 13, 2014, by and among Weyerhaueser Real Estate Company, CitiGroup Global Markets, Inc. and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8‑K (filed June 19, 2014))

10.8

Tax Sharing Agreement, dated as of July 7, 2014, among Weyerhaeuser Company, Weyerhaeuser Real Estate Company, and TRI Pointe Homes, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8‑K (filed July 7, 2014))

10.9

First Amendment to Tax Sharing Agreement, dated as of July 7, 2015, among TRI Pointe Group, Inc., TRI Pointe Homes, Inc., TRI Pointe Holdings, Inc. (f/k/a Weyerhaeuser Real Estate Company) and Weyerhaeuser Company (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

10.10

Amended and Restated Revolving Line of Credit Loan Agreement by and between California Bank & Trust and TRI Pointe Homes, LLC, dated as of May 29, 2012 (incorporated by reference to Exhibit 10.1 ofto the Company’s Registration Statement onForm S-1S‑1 (filed Dec. 21, 2012))

10.2

10.11

First Amendment to Modify Loan Documents by and between California Bank & Trust and TRI Pointe Homes, LLC, dated as of December 21, 2012 (incorporated by reference to Exhibit 10.2 ofto the Company’s Registration Statement on FormS-1 S‑1 (Amendment No. 1, filed Jan. 9, 2013))

10.3†

10.12

Second Amendment to Modify Loan Documents, dated as of March 25, 2014, by and between TRI Pointe Homes, Inc. and California Bank & Trust (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed April 1, 2014))

10.13

Credit Agreement, dated as of June 26, 2014, among TRI Pointe Homes, Inc., U.S. Bank National Association, d/b/a Housing Capital Company, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed June 27, 2014))

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Exhibit

Number

Exhibit

Description

10.14

Amended and Restated Credit Agreement, dated as of July 7, 2015, among TRI Point Group, Inc., U.S. Bank National Association and the lenders party thereto (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

10.15†

2013 Long‑Term Incentive Plan (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S‑1 (Amendment No. 1, filed Jan. 9, 2013))

10.16†

Amendment No. 1 to 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 3.1 of10.1 to the Company’s Current Report on Form 8‑K (filed June 23, 2014))

10.17†

Amendment No. 2 to 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8‑K (filed June 23, 2014))

10.18†

Weyerhaeuser Real Estate Company 2004 Long-Term Incentive Plan (filed as Exhibit 99.1 to the Company’s Registration Statement onForm S-1 (Amendment No. 1, filed Jan. 9, 2013)S-8 (filed July 16, 2014))

10.4†

10.19†

Amended

Weyerhaeuser Real Estate Company 2013 Long-Term Incentive Plan (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (filed July 16, 2014))

10.20†

Omnibus Amendment to the TRI Pointe Homes, Inc. 2013 Long-Term Incentive Plan, TRI Pointe Group Short-Term Incentive Plan, Weyerhaeuser Real Estate Company 2004 Long-Term Incentive Plan and Restated Senior Officerthe Weyerhaeuser Real Estate Company 2013 Long-Term Incentive Plan and their related stock option, restricted stock unit, cash incentive award agreements and performance share unit agreements, dated as of July 7, 2015 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

10.21†

Amendment No. 4 to TRI Pointe Homes, Inc. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8‑K (filed August 13, 2015))

10.22†

Executive Employment Agreement by anddated as of November 19, 2015 between TRI Pointe Homes,Group, Inc. and Douglas F. Bauer (incorporated by reference to Exhibit 10.5 of10.1 to the Company’s AnnualCurrent Report on Form 10-K8‑K (filed March 28, 2013)November 20, 2015))

10.5†

10.23†

Amended and Restated Senior Officer

Executive Employment Agreement by anddated as of November 19, 2015 between TRI Pointe Homes,Group, Inc. and Thomas J. Mitchell (incorporated(incorporated by reference to Exhibit 10.6 of10.2 to the Company’s AnnualCurrent Report on Form 10-K8‑K (filed March 28, 2013)November 20, 2015))

10.6†

10.24†

Amended and Restated Senior Officer

Executive Employment Agreement by anddated as of November 19, 2015 between TRI Pointe Homes,Group, Inc. and Michael D. Grubbs (incorporated by reference to Exhibit 10.7 of10.3 to the Company’s AnnualCurrent Report on Form 10-K8‑K (filed March 28, 2013)November 20, 2015))

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10.7†

10.25†

Form of Indemnification Agreement between TRI Pointe Homes, Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.7 ofto the Company’s Registration Statement onForm S-1S‑1 (filed Dec. 21, 2012))

10.8†

10.26†

Form of Amendment to Indemnification Agreement between TRI Pointe Group, Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed July 7, 2015))

10.27†

2013 Long-TermLong‑Term Incentive Plan form of Option Award and Stock Option Agreement (incorporated by reference to Exhibit 10.9 ofto the Company’s Annual Report on Form 10-K10‑K (filed March 28, 2013))

10.9†

10.28†

2013 Long-TermLong‑Term Incentive Plan form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.10 ofto the Company’s Annual Report on Form 10-K10‑K (filed March 28, 2013))

10.10†

10.29†

2013 Long-TermLong‑Term Incentive Plan form of Non-EmployeeNon‑Employee Director Agreement (incorporated by reference to Exhibit 10.11 ofto the Company’s Annual Report on Form 10-K10‑K (filed March 28, 2013))

10.11†

10.30†

2013 Bonus Plan (incorporated by reference to Exhibit 10.1 ofto the Company’s Current Report on Form 8-K8‑K (filed Mar.March 27, 2013))

10.12

10.31

Revolving credit agreement,Credit Agreement, dated July 18, 2013, among TRI Pointe Homes, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.1 ofto the Company’s Current Report on Form 8-K8‑K (filed July 25, 2013))

10.13

10.32

Modification Agreement dated December 26, 2013 between TRI Pointe Homes, Inc. and U.S. Bank National Association, d/b/a Housing Capital Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed Jan. 2, 2014))

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Exhibit

Number

Exhibit

Description

10.33

Second Modification Agreement, dated as of May 18, 2015, among TRI Pointe Homes, Inc., U.S. Bank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (filed May 18, 2015))

10.34

Voting Agreement, dated as of November 3, 2013, among Weyerhaeuser Company, Thomas J. Mitchell and The Mitchell Family Trust U/D/T Dated February 8, 2000 (incorporated by reference to Exhibit 10.1 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.14

10.35

Voting Agreement, dated as of November 3, 2013, among Weyerhaeuser Company, Michael D. Grubbs and Grubbs Family Trust Dated June 22, 2012 (incorporated by reference to Exhibit 10.2 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.15

10.36

Voting Agreement, dated as of November 3, 2013, among Weyerhaeuser Company, Douglas F. Bauer and The Bauer Family Revocable Trust U/D/T Dated December 31, 2003 (incorporated by reference to Exhibit 10.3 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.16

10.37

Voting Agreement, dated as of November 3, 2013, among Weyerhaeuser Company, VIII/TPC Holdings, L.L.C. and SOF-VIIISOF‑VIII U.S. Holdings, L.P. (incorporated by reference to Exhibit 10.4 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.17

10.38

Letter re Voting Agreement, dated as of November 3, 2013, between TRI Pointe Homes, Inc. and Thomas J. Mitchell (incorporated by reference to Exhibit 10.5 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.18

10.39

Letter re Voting Agreement, dated as of November 3, 2013, between TRI Pointe Homes, Inc. and Michael D. Grubbs (incorporated by reference to Exhibit 10.6 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.19

10.40

Letter re Voting Agreement, dated as of November 3, 2013, between TRI Pointe Homes, Inc. and Douglas F. Bauer (incorporated by reference to Exhibit 10.7 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.20

10.41

Letter re Voting Agreement, dated as of November 3, 2013, between TRI Pointe Homes, Inc. and VIII/TPC Holdings, L.L.C. (incorporated by reference to Exhibit 10.8 ofto the Company’s Current Report on Form 8-K8‑K (filed Nov. 4, 2013))

10.21

12.1

Form

Ratio of Tax Sharing Agreement (incorporated by referenceEarnings to Exhibit 10.10 of the Company’s Current Report on Form8-K (filed Nov. 4, 2013))

Fixed Charges

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10.22

Modification Agreement dated December 26, 2013 between TRI Pointe Homes, Inc. and U.S. National Bank National Association, d/b/a Housing Capital Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (filed Jan. 2, 2014))

21.1

21.1

List of subsidiaries of TRI Pointe Homes,Group, Inc.

23.1

Consent of Independent Registered Public Accounting Firm, KPMG LLP

23.2

Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP

31.1

Chief Executive Officer Section 302 Certification of Periodic Report dated February 27, 2014the Sarbanes‑Oxley Act of 2002

31.2

Chief Financial Officer Section 302 Certification of Periodic Report dated February 27, 2014the Sarbanes‑Oxley Act of 2002

32.1

Chief Executive Officer Section 906 Certification of Periodic Report dated February 27, 2014the Sarbanes‑Oxley Act of 2002

32.2

Chief Financial Officer Section 906 Certification of Periodic Report dated February 27, 2014the Sarbanes‑Oxley Act of 2002

99.1

101

Registration Statement on Form S-4, filed by the Company on January 9, 2014 (http://www.sec.gov/Archives/edgar/data/1561680/000119312514006731/d645321ds4.htm)
101

The following materials from TRI Pointe Homes,Group, Inc.’s Annual Report on Form 10-K10‑K for the year ended December 31, 2013,2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated StatementStatements of Equity,Comprehensive Income, (iv) Consolidated Statement of Cash Flows, and (v) Condensed Notes to Consolidated Financial Statement.

 

Management Contract or Compensatory Plan or Arrangement

 

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