UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31,June 30, 2006

OR

 

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

For the transition period from N/A to                

Commission file number 1-10959

STANDARD PACIFIC CORP.

(Exact name of registrant as specified in its charter)

 

Delaware 33-0475989

(State or other jurisdiction of

(I.R.S. Employer
incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

15326 Alton Parkway, Irvine, CA 92618-2338
(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code) (949) 789-1600

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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                Accelerated filer  ¨                Non-accelerated filer  ¨

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Registrant’s shares of common stock outstanding at May 4,August 2, 2006: 66,389,88164,566,752

 



STANDARD PACIFIC CORP.

FORM 10-Q

INDEX

 

     Page No.

PART I.     Financial Information

  

ITEM 1.

 

Financial Statements

  
 

Condensed Consolidated Statements of Income for the Three and Six Months Ended March 31,June 30, 2006 and 2005

  2
 

Condensed Consolidated Balance Sheets as of March 31,June 30, 2006 and December 31, 2005

  3
 

Condensed Consolidated Statements of Cash Flows for the ThreeSix Months Ended March 31,June 30, 2006 and 2005

  4
 

Notes to Unaudited Condensed Consolidated Financial Statements

  5

ITEM 2.

 

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

  2023

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

  34

ITEM 4.

 

Controls and Procedures

  3538

PART II.     Other Information

  

ITEM 1.

 

Legal Proceedings

  3841

ITEM 1A.

 

Risk Factors

  3841

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

  3841

ITEM 3.

 

Defaults Upon Senior Securities

  3942

ITEM 4.

 

Submission of Matters to a Vote of Security Holders

  3942

ITEM 5.

 

Other Information

  3942

ITEM 6.

 

Exhibits

  3942

SIGNATURES

  4043

 

-1-


PART I. FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts)

(Unaudited)

 

  Three Months Ended March 31,   Three Months Ended June 30, Six Months Ended June 30, 
  2006 2005   2006 2005 2006 2005 

Homebuilding:

        

Revenues

  $879,020  $836,346   $1,003,879  $952,333  $1,882,899  $1,788,679 

Cost of sales

   (619,799)  (619,179)   (731,230)  (690,376)  (1,351,029)  (1,309,555)
                    

Gross margin

   259,221   217,167    272,649   261,957   531,870   479,124 
                    

Selling, general and administrative expenses

   (114,468)  (92,359)   (123,907)  (104,776)  (238,375)  (197,135)

Income from unconsolidated joint ventures

   6,577   4,357    19,167   13,143   25,744   17,500 

Other income

   1,264   1,748 

Other income (expense)

   (13,766)  2,057   (12,502)  3,805 
                    

Homebuilding pretax income

   152,594   130,913    154,143   172,381   306,737   303,294 
                    

Financial Services:

        

Revenues

   4,310   3,856    5,926   4,738   10,236   8,594 

Expenses

   (4,373)  (3,766)   (5,182)  (3,451)  (9,555)  (7,217)

Income from unconsolidated joint ventures

   667   439    374   502   1,041   941 

Other income

   218   106    433   206   651   312 
                    

Financial services pretax income

   822   635    1,551   1,995   2,373   2,630 
                    

Income before taxes

   153,416   131,548    155,694   174,376   309,110   305,924 

Provision for income taxes

   (58,659)  (49,433)   (59,199)  (66,775)  (117,858)  (116,208)
                    

Net Income

  $94,757  $82,115   $96,495  $107,601  $191,252  $189,716 
                    

Earnings Per Share:

        

Basic

  $1.42  $1.22   $1.48  $1.59  $2.90  $2.81 

Diluted

  $1.38  $1.18   $1.44  $1.54  $2.82  $2.72 

Weighted Average Common Shares Outstanding:

        

Basic

   66,862,133   67,403,470    65,266,483   67,573,982   66,046,723   67,488,662 

Diluted

   68,770,496   69,654,560    67,006,759   69,828,262   67,911,393   69,737,038 

Cash dividends per share

  $0.04  $0.04   $0.04  $0.04  $0.08  $0.08 

The accompanying notes are an integral part of these condensed consolidated statements.

 

-2-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

  March 31,
2006
  December 31,
2005
  June 30,
2006
  December 31,
2005
  (Unaudited)     (Unaudited)   
ASSETS        

Homebuilding:

        

Cash and equivalents

  $26,103  $18,824  $9,772  $18,824

Trade and other receivables

   51,255   74,986   48,752   74,986

Inventories:

        

Owned

   3,374,807   2,928,850   3,578,224   2,928,850

Not owned

   488,158   590,315   386,569   590,315

Investments in and advances to unconsolidated joint ventures

   270,375   285,760   322,752   285,760

Deferred income taxes

   52,040   58,681   59,232   58,681

Goodwill and other intangibles, net

   120,577   120,396   121,199   120,396

Other assets

   67,581   60,052   69,781   60,052
            
   4,450,896   4,137,864   4,596,281   4,137,864
            

Financial Services:

        

Cash and equivalents

   10,803   9,799   5,974   9,799

Mortgage loans held for sale

   116,008   129,835   92,844   129,835

Other assets

   3,558   3,344   6,504   3,344
            
   130,369   142,978   105,322   142,978
            

Total Assets

  $4,581,265  $4,280,842  $4,701,603  $4,280,842
            
LIABILITIES AND STOCKHOLDERS’ EQUITY        

Homebuilding:

        

Accounts payable

  $107,594  $115,082  $102,531  $115,082

Accrued liabilities

   293,153   345,294   286,765   345,294

Liabilities from inventories not owned

   52,527   48,737   120,470   48,737

Revolving credit facility

   590,000   183,100   424,800   183,100

Trust deed and other notes payable

   77,487   97,031   76,893   97,031

Senior notes payable

   1,099,175   1,099,153   1,449,198   1,099,153

Senior subordinated notes payable

   149,150   149,124   149,177   149,124
            
   2,369,086   2,037,521   2,609,834   2,037,521
            

Financial Services:

        

Accounts payable and other liabilities

   1,978   2,246   2,741   2,246

Mortgage credit facilities

   111,148   123,426   84,594   123,426
            
   113,126   125,672   87,335   125,672
            

Total Liabilities

   2,482,212   2,163,193   2,697,169   2,163,193
            

Minority Interests

   306,088   378,490   169,648   378,490

Stockholders’ Equity:

        

Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued

   —     —     —     —  

Common stock, $0.01 par value; 100,000,000 shares authorized; 66,218,719 and 67,129,010 shares outstanding, respectively

   662   671

Common stock, $0.01 par value; 100,000,000 shares authorized; 64,313,589 and 67,129,010 shares outstanding, respectively

   643   671

Additional paid-in capital

   367,390   405,638   314,990   405,638

Retained earnings

   1,424,913   1,332,850   1,518,770   1,332,850

Accumulated other comprehensive income

   383   —  
            

Total Stockholders’ Equity

   1,792,965   1,739,159   1,834,786   1,739,159
            

Total Liabilities and Stockholders’ Equity

  $4,581,265  $4,280,842  $4,701,603  $4,280,842
            

The accompanying notes are an integral part of these condensed consolidated balance sheets.

 

-3-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 

  Three Months Ended
March 31,
   Six Months Ended June 30, 
  2006 2005   2006 2005 

Cash Flows From Operating Activities:

      

Net income

  $94,757  $82,115   $191,252  $189,716 

Adjustments to reconcile net income to net cash used inoperating activities:

   

Adjustments to reconcile net income to net cash used in operating activities:

   

Income from unconsolidated joint ventures

   (7,244)  (4,796)   (26,785)  (18,441)

Cash distributions of income from unconsolidated joint ventures

   26,259   1,574    51,271   13,435 

Depreciation and amortization

   1,668   1,168    3,466   2,404 

Amortization of stock-based compensation

   6,147   2,157    9,810   5,134 

Excess tax benefits from share-based payment arrangements

   (2,068)  —      (2,426)  —   

Deferred income taxes

   (551)  432 

Changes in cash and equivalents due to:

      

Trade and other receivables

   37,558   (11,175)   63,225   (59,959)

Inventories–owned

   (438,977)  (109,095)

Inventorie–not owned

   33,547   (18,162)

Deferred income taxes

   6,641   3,464 

Inventories - owned

   (645,200)  (307,060)

Inventories - not owned

   66,640   (1,971)

Other assets

   (6,030)  (4,775)   (9,049)  (18,976)

Accounts payable

   (7,488)  560    (12,551)  10,101 

Accrued liabilities

   (44,305)  (41,635)   (49,753)  (25,375)
              

Net cash used in operating activities

   (299,535)  (98,600)   (360,651)  (210,560)
              

Cash Flows From Investing Activities:

      

Net cash paid for acquisitions

   (6,368)  (41,233)   (7,068)  (41,233)

Investments in and advances to unconsolidated homebuilding joint ventures

   (41,532)  (66,551)   (130,860)  (114,538)

Capital distributions and repayments of advances from unconsolidated homebuilding joint ventures

   31,089   14,426    66,143   66,474 

Net additions to property and equipment

   (3,351)  (1,843)   (6,694)  (4,439)
              

Net cash used in investing activities

   (20,162)  (95,201)   (78,479)  (93,736)
              

Cash Flows From Financing Activities:

      

Net proceeds from revolving credit facility

   406,900   77,200    241,700   150,000 

Principal payments on trust deed and other notes payable

   (19,544)  (4,672)   (20,902)  (8,793)

Net payments on mortgage credit facilities

   (12,278)  (11,771)

Proceeds from term loans

   350,000   —   

Net proceeds from (payments on) mortgage credit facilities

   (38,832)  30,109 

Excess tax benefits from share-based payment arrangements

   2,068   —      2,531   —   

Dividends paid

   (2,694)  (2,698)   (5,332)  (5,411)

Repurchases of common stock

   (47,707)  (6,865)   (104,705)  (6,865)

Proceeds from the exercise of stock options

   1,235   3,777    1,793   5,152 
              

Net cash provided by financing activities

   327,980   54,971    426,253   164,192 
              

Net increase (decrease) in cash and equivalents

   8,283   (138,830)

Net decrease in cash and equivalents

   (12,877)  (140,104)

Cash and equivalents at beginning of period

   28,623   150,804    28,623   150,804 
              

Cash and equivalents at end of period

  $36,906  $11,974   $15,746  $10,700 
              

Supplemental Disclosures of Cash Flow Information:

      

Cash paid during the period for:

      

Interest

  $24,438  $11,473   $66,106  $40,158 

Income taxes

   52,123   58,788    144,110   140,797 

Supplemental Disclosure of Noncash Activities:

      

Inventory financed by trust deed and other notes payable

  $—    $2,520   $764  $46,400 

Inventory received as distributions from unconsolidated homebuilding joint ventures

   13,248   13,162    13,326   49,582 

Deferred purchase price recorded in connection with acquisitions

   330   4,063    1,105   8,619 

Income tax benefit credited in connection with the exercise of stock options

   —     4,681 

Excess tax benefits from share-based payment arrangements

   —     5,517 

Inventories not owned

   68,610   23,083    137,106   15,230 

Liabilities from inventories not owned

   3,790   1,254    71,733   9,573 

Minority interests

   72,400   21,829    208,839   5,657 

The accompanying notes are an integral part of these condensed consolidated statements.

 

-4-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31,JUNE 30, 2006

 

1.Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by Standard Pacific Corp., without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q. Certain information normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles has been omitted pursuant to applicable rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements included herein reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position as of March 31,June 30, 2006 and the results of operations and cash flows for the periods presented.

Certain items in the prior period condensed consolidated financial statements have been reclassified to conform with the current period presentation.

The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2005. Unless the context otherwise requires, the terms “we,” “us” and “our” refer to Standard Pacific Corp. and its subsidiaries. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

On July 27, 2005, the Board of Directors approved a two-for-one stock split effected in the form of a stock dividend. Stockholders of record at the close of business on August 8, 2005 received one additional share of our common stock for every one share of our common stock owned on that date. The additional shares were distributed on August 29, 2005. Accordingly, all share and per share amounts included in this Form 10-Q have been restated to reflect such stock split for all periods presented.

 

2.Earnings Per Share

We compute earnings per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share.” This statement requires the presentation of both basic and diluted earnings per share for financial statement purposes. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share includes the effect of the potential shares outstanding, including dilutive stock options, nonvested performance shares awards, and nonvested restricted stock and deferred stock units, using the treasury stock method. The table set forth below reconciles the components of the basic earnings per share calculation to diluted earnings per share.

 

  Three Months Ended March 31,  Three Months Ended June 30,
  2006  2005  2006  2005
  Net Income  Shares  EPS  Net Income  Shares  EPS  Net Income  Shares  EPS  Net Income  Shares  EPS
  (Dollars in thousands, except per share amounts)  (Dollars in thousands, except per share amounts)

Basic earnings per share

  $94,757  66,862,133  $1.42  $82,115  67,403,470  $1.22  $96,495  65,266,483  $1.48  $107,601  67,573,982  $1.59

Effect of dilutive securities:

                        

Stock options

   —    1,841,271     —    2,138,836     —    1,585,989     —    2,167,984  

Nonvested performance share awards

   —    31,342     —    111,082     —    45,962     —    83,106  

Nonvested restricted stock

   —    35,750     —    1,172     —    1,822     —    3,190  

Deferred stock units

   —    106,503     —    —    
                                  

Diluted earnings per share

  $94,757  68,770,496  $1.38  $82,115  69,654,560  $1.18  $96,495  67,006,759  $1.44  $107,601  69,828,262  $1.54
                                    

 

-5-


   Six Months Ended June 30,
   2006  2005
   Net Income  Shares  EPS  Net Income  Shares  EPS
   (Dollars in thousands, except per share amounts)

Basic earnings per share

  $191,252  66,046,723  $2.90  $189,716  67,488,662  $2.81

Effect of dilutive securities:

            

Stock options

   —    1,716,238     —    2,152,590  

Nonvested performance share awards

   —    37,910     —    93,432  

Nonvested restricted stock

   —    4,019     —    2,354  

Deferred stock units

   —    106,503     —    —    
                  

Diluted earnings per share

  $191,252  67,911,393  $2.82  $189,716  69,737,038  $2.72
                      

3.Comprehensive Income

The components of comprehensive income were as follows:

   Three Months Ended
June 30,
  Six Months Ended
June 30,
   2006  2005  2006  2005
   (Dollars in thousands)

Net income

  $96,495  $107,601  $191,252  $189,716

Unrealized gain on interest rate swaps, net of related income tax effects

   383   —     383   —  
                

Comprehensive income

  $96,878  $107,601  $191,635  $189,716
                

4.Stock-Based Compensation

Effective January 1, 2006, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”) using the modified prospective transition method. In accordance with the modified prospective transition method, results for prior periods have not been restated. Prior to January 1, 2006, we accounted for all stock-based awards granted, modified or settled after December 31, 2002 under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation.” Grants made prior to January 1, 2003 were accounted for under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related Interpretations.

The adoption of SFAS 123R did not have a material impact on our financial condition or results of operations for the three months or six months ended March 31,June 30, 2006 as there were no stock-based awards for which the requisite service period had not been rendered that were accounted for under APB 25.

Prior to the adoption of SFAS 123R, we presented all tax benefits related to deductions resulting from the exercise of stock options, vesting of performance share awards and vesting of restricted stock as operating activities in the condensed consolidated statements of cash flows. SFAS 123R requires that cash flows resulting from tax benefits related to tax deductions in excess of the compensation expense recognized for stock-based awards (excess tax benefits) be classified as financing activities in the statements of cash flows. As a result, we classified $2.1$2.5 million of excess tax benefits as financing cash inflows in our condensed consolidated statement of cash flows for the threesix months ended March 31,June 30, 2006. In accordance with SFAS 123R, no reclassification was made to our condensed consolidated statements of cash flows for excess tax benefits for the threesix months ended March 31,June 30, 2005.

-6-


The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS 123R to our stock-based compensation plans for the three and six months ended March 31,June 30, 2005:

 

  Three Months
Ended March 31,
2005
   

Three Months
Ended June 30,

2005

 Six Months
Ended June 30,
2005
 
  (Dollars in
thousands, except
per share amounts)
   (Dollars in thousands, except per share
amounts)
 

Net income, as reported

  $82,115   $107,601  $189,716 

Add: Total stock-based employee compensation expense determined under the fair value method included in reported net income, net of related tax effects

   1,347 

Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects

   (1,386)

Add: Total share-based compensation expense determined under the fair value method included in reported net income, net of related tax effects

   1,837   3,184 

Deduct: Total share-based compensation expense determined under the fair value method for all awards, net of related tax effects

   (2,127)  (3,515)
           

Net income, as adjusted

  $82,076   $107,311  $189,385 
           

Earnings per share:

     

Basic—as reported

  $1.22   $1.59  $2.81 

Basic—as adjusted

  $1.22   $1.59  $2.81 

Diluted—as reported

  $1.18   $1.54  $2.72 

Diluted—as adjusted (1)

  $1.18   $1.54  $2.71 

(1)The number of diluted shares used to compute diluted earnings per share if we had applied the fair value recognition provisions of SFAS 123R to all of our stock-based compensation plans for the three and six months ended March 31,June 30, 2005 was 69,724,856.were 69,895,952 and 69,806,660, respectively.

a. Stock Options

On February 3, 2006, the Compensation Committee of our Board of Directors granted nine executive officers stock options to purchase 565,000 shares of our common stock at an exercise price of $37.03, which equaled the fair market value of a share of our common stock on the date of grant. These stock options vest in three equal installments with one-third of the stock options vesting whenif our stock price equals or exceeds each of $50.00, $55.00 and $60.00 per share

-6-


for 5 out of any 10 consecutive trading days. These stock options have a five year term.

The fair value of these stock options was estimated using the Black-Scholes option-pricing model on the date of grant using the following assumptions: a dividend yield of 0.43 percent, an expected volatility of 43.57 percent, a risk-free interest rate of 4.5 percent and an expected life of 5.0 years. Based on the above assumptions, the per share fair value of these options was $15.82. Estimated compensation expense to be recognized relating to these options is based on the fair value described above and a quarterly analysis of the likelihood of the options vesting and the estimated vesting period based on the probability that our stock price will meet or exceed the above referenced market prices.

b. Performance Share Awards

Performance share awards can result in the issuance of up to a specified number of restricted shares of our common stock (“Shares”) contingent upon the degree to which we achieve a targeted return on equity during the applicable fiscal year period and the subjective evaluation of the Compensation Committee of our Board of Directors of management’s effectiveness during such period. Once issued, one-third of the Shares vest on each of the first three anniversaries of the grant date of the original performance share award if the executive remains an employee through the vesting dates. Estimated compensation expense relating to each performance share award grant is recognized over the vesting period.

On January 29, 2004, the Compensation Committee of our Board of Directors granted eight executive officers performance share awards under our 2000 Stock Incentive Plan. The closing price of our common stock on the grant date of the 2004 awards was $23.06 per share. These performance share awards resulted in the issuance of 376,000 Shares on February 1, 2005. As of March 31,June 30, 2006, 250,672 of these Shares were vested and outstanding and 125,328 were nonvested and outstanding.

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On March 18, 2005, the Compensation Committee of our Board of Directors granted nine executive officers performance share awards under our 2000 Stock Incentive Plan. The closing price of our common stock on the grant date of the 2005 awards was $36.92 per share. These performance share awards resulted in the issuance of 369,000 Shares on February 16, 2006, of which 123,005 Shares vested upon issuance. As of March 31, 2005,June 30, 2006, 245,995 nonvested Shares were outstanding relating to these awards.

On February 3, 2006, the Compensation Committee of our Board of Directors granted nine executive officers performance share awards under our 2000 Stock Incentive Plan. The targeted aggregate number of Shares to be issued pursuant to these awards is 200,000 with the maximum number of Shares that may be issued under the awards totaling 290,000. The closing price of our common stock on the grant date of the 2006 awards was $37.03 per share. Estimated compensation expense to be recognized relating to these awards is based on the targetedclosing price of our common stock on the date of grant and a quarterly analysis of the estimated number of Shares.Shares expected to be issued. No Shares have been issued relating to these awards as of March 31,June 30, 2006.

Total compensation expense recognized related to performance share awards for the three months ended March 31,June 30, 2006 and 2005 was approximately $2.2$2.5 million and $0.9$1.7 million, respectively, and for the six months ended June 30, 2006 and 2005 was approximately $4.6 million and $2.6 million, respectively.

 

4.5.Variable Interest Entities

We account for variable interest entities under Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” an interpretation of ARB No. 51 (“FIN 46R”). Under FIN 46R, a variable interest entity (“VIE”) is created when (i) 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, (ii) the entity’s equity holders as a group either (a) lack direct or indirect ability to make decisions about the entity, (b) are not obligated to absorb expected losses of the entity or (c) do not have the right to receive expected residual returns of the entity or (iii) 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 investor with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to FIN 46R, the enterprise that is deemed to absorb a majority of the entity’s expected losses, receive a

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majority of the entity’s expected residual returns, or both, is considered the primary beneficiary and must consolidate the VIE. Expected losses and residual returns for VIEs are calculated based on the probability of estimated future cash flows as defined in FIN 46R (see Note 56 for further discussion).

 

5.6.Inventories

Inventories consisted of the following at:

 

  March 31,
2006
  December 31,
2005
  June 30,
2006
  December 31,
2005
  (Dollars in thousands)  (Dollars in thousands)

Inventories owned:

        

Land and land under development

  $2,180,382  $1,801,874  $2,128,054  $1,801,874

Homes completed and under construction

   1,059,192   1,003,679   1,300,603   1,003,679

Model homes

   135,233   123,297   149,567   123,297
            

Total inventories owned

  $3,374,807  $2,928,850  $3,578,224  $2,928,850
            

Inventories not owned:

        

Land purchase and land option deposits

  $129,535  $163,083  $96,442  $163,083

Variable interest entities, net of deposits

   353,880   421,641   218,102   421,641

Other land option contracts, net of deposits

   4,743   5,591   72,025   5,591
            

Total inventories not owned

  $488,158  $590,315  $386,569  $590,315
            

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Under FIN 46R, 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. 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. If a VIE exists and we have a variable interest in that entity, FIN 46R may require us to calculate expected losses and residual returns for the VIE based on the probability of estimated future cash flows as described in FIN 46R. If we are deemed to be the primary beneficiary of a VIE based on such calculations, we are required to consolidate the VIE on our balance sheet.

At March 31,June 30, 2006 and December 31, 2005, we consolidated 3026 and 32 VIEs, respectively, as a result of our options to purchase land or lots from the selling entities. We made cash deposits to these VIEs totaling approximately $27.4$21.7 million and $56.0 million as of March 31,June 30, 2006 and December 31, 2005, respectively, which are included in land purchase and land option deposits in the table above. Our 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, which we will have to write off should we not exercise the option. We consolidated these VIEs because we were considered the primary beneficiary in accordance with FIN 46R. As a result, included in our condensed consolidated balance sheets at March 31,June 30, 2006 and December 31, 2005, were inventories not owned related to these VIEs of approximately $381.3$239.8 million and $477.7 million (which includes $27.4$21.7 million and $56.0 million in deposits), liabilities from inventories not owned of approximately $47.8$48.4 million and $43.2 million, and minority interests of approximately $306.1$169.7 million and $378.5 million, respectively. These amounts were recorded based on each VIE’s estimated fair value upon consolidation. Creditors of these VIEs, if any, have no recourse against us.

During the three months ended June 30, 2006, we incurred a $4.9 million pretax impairment charge, primarily for projects in Northern California, which is included in cost of sales in the accompanying condensed consolidated statements of income. In addition, we incurred a pretax charge of $16.3 million related to write-offs of deposits and capitalized pre-acquisition costs for abandoned and uncertain projects, which is included in other income (expense) in the accompanying condensed consolidated statements of income.

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6.7.Capitalization of Interest

The following is a summary of homebuilding interest capitalized to inventories owned and investments in unconsolidated joint ventures and amortized to costs of sales and income from unconsolidated joint ventures for the three and six months ended March 31,June 30, 2006 and 2005:

 

  Three Months Ended
March 31,
   Three Months Ended June 30, Six Months Ended June 30, 
  2006 2005   2006 2005 2006 2005 
  (Dollars in thousands)   (Dollars in thousands) 

Homebuilding interest capitalized in inventories owned and investments in and advances to unconsolidated joint ventures, beginning of period

  $80,988  $58,620   $96,925  $62,659  $80,988  $58,620 

Homebuilding interest incurred and capitalized

   31,912   20,426    37,689   22,680   69,601   43,106 

Homebuilding interest previously capitalized and amortized

   (15,975)  (16,387)   (18,692)  (17,060)  (34,667)  (33,447)
                    

Homebuilding interest capitalized in inventories owned and investments in and advances to unconsolidated joint ventures, end of period

  $96,925  $62,659   $115,922  $68,279  $115,922  $68,279 
                    

Capitalized interest as a percentage of inventories owned and investments in and advances to unconsolidated joint ventures, end of period

   2.7%  2.5%     3.0%  2.5%
                

 

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7.8.Investments in Unconsolidated Land Development and Homebuilding Joint Ventures

We enter into land development and homebuilding joint ventures from time to time as a means of accessing lot positions, expanding our market opportunities, establishing strategic alliances, managing our risk profile and leveraging our capital base. These joint ventures are typically entered into with developers, other homebuilders, land sellers and financial partners. The tables set forth below summarize the combined financial information related to our unconsolidated land development and homebuilding joint ventures accounted for under the equity method:

 

  March 31,
2006
  December 31,
2005
  June 30,
2006
  December 31,
2005
  (Dollars in thousands)  (Dollars in thousands)

Assets:

        

Cash

  $43,330  $58,335  $64,356  $58,335

Inventories

   1,504,219   1,480,166   2,211,677   1,480,166

Other assets

   170,256   128,927   60,777   128,927
            

Total assets

  $1,717,805  $1,667,428  $2,336,810  $1,667,428
            

Liabilities and Equity:

        

Accounts payable and accrued liabilities

  $210,388  $170,808  $164,123  $170,808

Construction loans and trust deed notes payable

   675,413   658,160   1,250,090   658,160

Equity

   832,004   838,460   922,597   838,460
            

Total liabilities and equity

  $1,717,805  $1,667,428  $2,336,810  $1,667,428
            

Our share of equity shown above was approximately $263.7$313.8 million and $282.3 million at March 31,June 30, 2006 and December 31, 2005, respectively. As of March 31,June 30, 2006 and December 31, 2005, we had advances outstanding of approximately $4.6$3.8 million and $3.5 million to these unconsolidated joint ventures, which were included in the accounts payable and accrued liabilities balances in the table above. Additionally, as of March 31,June 30, 2006 and December 31, 2005, we had approximately $2.1$5.2 million and $0 of homebuilding interest capitalized to investments in unconsolidated joint ventures.

 

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  Three Months Ended
March 31,
   Three Months Ended June 30, Six Months Ended June 30, 
  2006 2005   2006 2005 2006 2005 
  (Dollars in thousands)   (Dollars in thousands) 

Revenues

  $88,862  $64,260   $126,679  $145,503  $215,541  $209,763 

Cost of sales and expenses

   (58,560)  (45,149)   (67,253)  (93,720)  (125,813)  (138,869)
                    

Net income

  $30,302  $19,111   $59,426  $51,783  $89,728  $70,894 
                    

Income from unconsolidated joint ventures as presented in the accompanying condensed consolidated financial statements reflects our proportionate share of the income of these unconsolidated land development and homebuilding joint ventures. Our ownership interests in the joint ventures vary but are generally less than or equal to 50 percent.

 

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8.9.Warranty Costs

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. Indirect warranty overhead salaries and related costs are charged to cost of sales in the period incurred. We periodically assess the adequacy of accrued warranty and adjust the amounts recorded if necessary. Accrued warranty is included in accrued liabilities in the accompanying condensed consolidated balance sheets. Changes in our accrued warranty are detailed in the table set forth below:

 

  Three Months Ended
March 31,
   Six Months Ended June 30, 
  2006 2005   2006 2005 
  (Dollars in thousands)   (Dollars in thousands) 

Accrued warranty, beginning of the period

  $29,903  $23,560   $29,903  $23,560 

Warranty costs accrued and other adjustments during the period

   3,799   5,254    8,634   9,889 

Warranty costs paid during the period

   (3,901)  (3,491)   (8,621)  (8,293)
              

Accrued warranty, end of the period

  $29,801  $25,323   $29,916  $25,156 
              

 

9.10.Revolving Credit Facility

On March 31, 2006, we exercised the accordion feature under our revolving credit facility increasing the commitment under the revolving credit facility from $925 million to $1.1 billion. On May 5, 2006, we amended our revolving credit facility with our bank group to, among other things, increase the accordion provision allowing us, at our option, to increase the total aggregate commitment under the revolving credit facility up to $1.5 billion, subject to certain conditions, including the availability of additional bank lending commitments. Interest rates charged under this revolving credit facility include LIBOR and prime rate pricing options. As of March 31,June 30, 2006, we had $590.0$424.8 million in borrowings outstanding and had issued $80.1$73.4 million in letters of credit under the revolving credit facility, leaving in excess of $400approximately $601.8 million in availability under the revolving credit facility at such date.

 

10.11.Term Loans

On May 5, 2006, we entered into a $100 million Senior Term Loan A (“Term Loan A”) and a $250 million Senior Term Loan B (“Term Loan B” and collectively with Term Loan A, the “Term Loans”). The Term Loans rank equally with borrowings under our revolving credit facility and our senior public notes (the Term Loans, our revolving credit facility and our senior public notes collectively referred to herein as our “Senior Indebtedness”). So long as Term Loan B remains outstanding, all of our Senior Indebtedness will be secured on an equal and ratable basis by the pledge of the stock or other ownership interests of certain of our homebuilding subsidiaries. At such time as Term Loan B is repaid in full, the pledge will terminate with respect to all of the Senior Indebtedness. The Term Loan A and Term Loan B will mature on May 5, 2011 and May 5, 2013, respectively. The Term Loans bear interest at LIBOR based pricing. Interest payment dates for the Term Loans vary based on the duration of the applicable LIBOR contracts or prime based borrowings but at a minimum are paid quarterly. In May 2006, we entered into interest rate swap agreements that effectively convert the variable interest rates on our Term Loan A and Term Loan B to fixed interest rates of 6.58 percent and 7.03 percent, respectively (see Note 12 for further discussion). The Term Loans are prepayable at our option, with the Term Loan B having a prepayment penalty, under certain circumstances, if repaid within the first year after issuance. Net proceeds from the Term Loans were used to repay a portion of the outstanding balance of our revolving credit facility.

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12.Derivative Instruments and Hedging Activities

We account for derivatives and certain hedging activities in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) as amended by Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities,” and Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS 133 establishes the accounting and reporting standards requiring that every derivative instrument, including certain derivative instruments embedded in other contracts, be recorded as either assets or liabilities in the consolidated balance sheets and to measure these instruments at fair market value. Gains or losses resulting from changes in the fair market value of derivatives are recognized in the consolidated statement of income or recorded in other comprehensive income (loss) and recognized in the consolidated statement of income when the hedged item affects earnings, depending on the purpose of the derivatives and whether the derivatives qualify for hedged accounting treatment.

Our policy is to designate at a derivative’s inception the specific assets, liabilities or future commitments being hedged and monitor the derivative to determine if the derivative remains an effective hedge. The effectiveness of a derivative as a hedge is based on the high correlation between changes in the derivative’s value and changes in the value of the underlying hedged item. We recognize gains or losses for amounts received or paid when the underlying transaction settles. We do not enter into or hold derivatives for trading or speculative purposes.

In May 2006, we entered into interest rate swap agreements that effectively convert the variable interest rates on our Term Loan A and Term Loan B to fixed interest rates of 6.58 percent and 7.03 percent, respectively. The swap agreements have been designated as cash flow hedges and, accordingly, are reflected at their fair market value in other assets in our condensed consolidated balance sheets at June 30, 2006. The related gain is deferred, net of tax, in stockholders’ equity as accumulated other comprehensive income. We believe that there will be no ineffectiveness related to the interest rate swaps, and therefore, no portion of the accumulated other comprehensive income will be reclassified into future earnings unless the swaps are unwound prior to their respective maturity dates. The net effect on our operating results is that the interest on the variable rate debt being hedged is recorded based on a fixed rate of interest.

As of June 30, 2006, we have recorded a cumulative after-tax other comprehensive income of $383,000 relating to the swap agreements. The estimated fair value of the swap agreements at June 30, 2006, based on current market rates, approximated $383,000, net of taxes of $236,000, and are included in other assets.

13.Commitments and Contingencies

We are subject to customary obligations associated with entering into contracts for the purchase of land and improved homesites. These purchase contracts typically require a cash deposit or delivery of a letter of credit, 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 generally have the right at our discretion to terminate our obligations under these purchase contracts by forfeiting our cash deposit or by repaying amounts drawn under the letter of credit with no further financial responsibility to the land seller. In some instances, we may also expend funds for due diligence, development and construction activities with respect to these contracts prior to purchase, which we will have to write off should we not purchase the land. As of March 31,June 30, 2006, we had cash deposits and letters of credit outstanding of approximately $105.5$67.3 million on land purchase contracts having a total remaining purchase price of $1,308.0approximately $764.5 million. Approximately $258.6$108.8 million of the remaining purchase price is included in inventories not owned in the accompanying condensed consolidated balance sheets.

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In addition, we utilize option contracts with land sellers and third-party financial entities as a method of acquiring land. Option contracts generally require the payment of a non-refundable cash deposit or the issuance of a letter of credit for the right to acquire lots over a specified period of time at predetermined

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prices. We generally have the right at our discretion to terminate our obligations under these option agreements by forfeiting our cash deposit or by repaying amounts drawn under the letter of credit with no further financial responsibility to the land seller. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown, which we will effectively forfeithave to write off should we not exercise the option. As of March 31,June 30, 2006, we had cash deposits and letters of credit outstanding of approximately $58.7$63.9 million on option contracts having a total remaining purchase price of approximately $868.4$846.5 million. Approximately $83.6$97.7 million of the remaining purchase price is included in inventories not owned in the accompanying condensed consolidated balance sheets.

We also enter into land development and homebuilding joint ventures. These joint ventures typically obtain secured acquisition, development and construction financing. At March 31,June 30, 2006, our unconsolidated joint ventures had borrowings outstanding of approximately $675.4$1,250.1 million that, in accordance with U.S. generally accepted accounting principles, are not recorded in the accompanying condensed consolidated balance sheets and equity that totaled $832.0$922.6 million. We and our joint venture partners generally provide credit enhancements to these borrowings in the form of loan-to-value maintenance agreements, which require us under certain circumstances to repay the venture’s borrowings to the extent such borrowings plus construction completion costs exceed a specified percentage of the value of the property securing the loan. Either a decrease in the value of the property securing the loan or an increase in construction completion costs could trigger this payment obligation. Typically, we share these obligations with our other partners and, in some instances, these obligations are subject to limitations on the amount that we could be required to pay down. As of March 31,June 30, 2006, approximately $437.9$552.0 million of our unconsolidated joint venture borrowings were subject to these credit enhancements by us and our partners (exclusive of credit enhancements of our partners with respect to which we are not liable).

We and our joint venture partners are also generally obligated to the project lenders to complete land development improvements and the construction of planned homes if the joint venture does not perform the required development and construction. Provided we and the other joint venture partners are in compliance with these completion obligations, the project lenders would be obligated to fund these improvements through any financing commitments available under the applicable joint venture development and construction loans. In addition, we and our joint venture partners have from time to time provided unsecured environmental indemnities to joint venture project lenders. In some instances, these indemnities are subject to caps. In each case, we have performed due diligence on potential environmental risks. These indemnities obligate us to reimburse the project lenders for claims related to environmental matters for which they are held responsible.

Additionally, we and our joint venture partners have agreed to indemnify third party surety providers with respect to performance bonds issued on behalf of certain of our joint ventures. If a joint venture does not perform its obligations, the surety bond could be called. If these surety bonds are called and the joint venture fails to reimburse the surety, we and our joint venture partners would be obligated to indemnify the surety. These surety indemnity arrangements are generally joint and several obligations with our joint venture partners. As of March 31,June 30, 2006, there were approximately $168.0$163.0 million of surety bonds outstanding subject to these indemnity arrangements by us and our partners.

We commit to making mortgage loans to our homebuyers through our mortgage financing subsidiary, Family Lending Services. Mortgage loans in process for which interest rates were committed to borrowers totaled approximately $67.6$62.3 million at March 31,June 30, 2006 and carried a weighted average interest rate of approximately 6.47.0 percent. Interest rate risks related to these obligations are generally mitigated by Family Lending preselling the loans to third party investors or through its interest rate hedging program. As of March 31,June 30, 2006 or are expected to be Family Lending had approximately $143.7$139.3 million of closed mortgage loans held for sale and mortgage loans in process that were or are expected to be originated on a non-presold basis, of which approximately $132.4$121.7 million were hedged by forward sale commitments of mortgage-backed securities. In addition, as of March 31,June 30, 2006, Family Lending held approximately $17.8$16.8 million in closed mortgage loans held for sale and mortgage loans in process that were presold to third party investors subject to completion of the investors’ administrative review of the applicable loan documents.

 

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11.14.Recent Accounting Pronouncements

On March 29, 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the Staff’s interpretation of share-based payments. This interpretation expresses the views of the Staff regarding the interaction between SFAS 123R and certain SEC rules and regulations and provide the Staff’s views regarding the valuation of share-based payment arrangements for public companies. We adopted SAB 107 in connection with our adoption of SFAS 123R. The adoption of SAB 107 did not have a material impact on our financial condition or results of operations.

On June 29, 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-5”). The scope of EITF 04-5 is limited to limited partnerships or similar entities (such as limited liability companies that have governing provisions that are the functional equivalent of a limited partnership) that are not variable interest entities under FIN 46R and provides a new framework for addressing when a general partner in a limited partnership, or managing member in the case of a limited liability company, controls the entity and, as a result, consolidation of the entity may be required. EITF 04-5 was effective after June 29, 2005 for new entities formed after such date and for existing entities for which the agreements are subsequently modified and was effective for our fiscal year beginning January 1, 2006 for all other entities. The initial adoption of EITF 04-5 for new entities formed after June 29, 2005, and the adoption for new entities formed prior to June 29, 20062005 did not have a material impact on our financial position. Since we recognize our proportionate share of joint venture earnings and losses under the equity method of accounting, the adoption of EITF 04-5 did not impact our consolidated net income.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 defines the threshold for recognizing the benefits of tax return positions as well as guidance regarding the measurement of the resulting tax benefits. FIN 48 requires an enterprise to recognize the financial statement effects of a tax position when it is “more likely than not” (defined as a likelihood of more than 50 percent), based on the technical merits, that the position will be sustained upon examination. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 will be effective for our fiscal year beginning January 1, 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to retained earnings, if any. We are currently evaluating the impact of adopting FIN 48 on our financial condition and results of operations.

 

12.15.Supplemental Guarantor Information

On February 22, 2006, our wholly owned direct and indirect subsidiaries (“Guarantor Subsidiaries”), other than our financial services subsidiary, title services subsidiary, and certain other immaterial subsidiaries (collectively, “Non-Guarantor Subsidiaries”) guaranteed our outstanding senior notes payableindebtedness and senior subordinated notes payable. The guarantees are full and unconditional and joint and several. Presented below are the condensed consolidated financial statements for our Guarantor Subsidiaries and Non-Guarantor Subsidiaries. Separate financial statements and other disclosures specific to each guarantor subsidiary are not presented separately because management has determined such separate financial statements are not material to investors to evaluate the sufficiency of the guarantee.

 

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STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED MARCH 31,JUNE 30, 2006

(Dollars in thousands, except per share amounts)thousands)

 

  Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.
   Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.
 

Homebuilding:

            

Revenues

  $430,999  $448,021  $—    $—    $879,020   $511,578  $492,301  $—    $—    $1,003,879 

Cost of sales

   (295,525)  (324,274)  —     —     (619,799)   (373,178)  (358,052)  —     —     (731,230)
                                

Gross margin

   135,474   123,747   —     —     259,221    138,400   134,249   —     —     272,649 
                                

Selling, general and administrative expenses

   (54,289)  (60,179)  —     —     (114,468)   (59,439)  (64,468)  —     —     (123,907)

Income from unconsolidated joint ventures

   4,290   2,287   —     —     6,577    5,123   14,044   —     —     19,167 

Equity income of subsidiaries

   44,888   —     —     (44,888)  —      58,419   —     —     (58,419)  —   

Other income

   705   559   —     —     1,264 

Other income (expense)

   (15,491)  1,725   —     —     (13,766)
                                

Homebuilding pretax income

   131,068   66,414   —     (44,888)  152,594    127,012   85,550   —     (58,419)  154,143 
                                

Financial Services:

            

Revenues

   —     —     4,310   —     4,310    —     —     5,926   —     5,926 

Expenses

   —     —     (4,373)  —     (4,373)   —     —     (5,182)  —     (5,182)

Income from unconsolidated joint ventures

   —     667   —     —     667    —     374   —     —     374 

Other income (expense)

   (173)  218   173   —     218    (361)  433   361   —     433 
                                

Financial services pretax income

   (173)  885   110   —     822    (361)  807   1,105   —     1,551 
                                

Income before taxes

   130,895   67,299   110   (44,888)  153,416    126,651   86,357   1,105   (58,419)  155,694 

Provision for income taxes

   (36,138)  (22,533)  12   —     (58,659)   (30,156)  (28,741)  (302)  —     (59,199)
                                

Net Income

  $94,757  $44,766  $122  $(44,888) $94,757   $96,495  $57,616  $803  $(58,419) $96,495 
                                

 

-13--15-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED MARCH 31,JUNE 30, 2005

(Dollars in thousands, except per share amounts)thousands)

 

  Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.
   Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.
 

Homebuilding:

            

Revenues

  $445,502  $390,844  $—    $—    $836,346   $495,376  $456,957  $—    $—    $952,333 

Cost of sales

   (316,541)  (302,638)  —     —     (619,179)   (341,416)  (348,960)  —     —     (690,376)
                                

Gross margin

   128,961   88,206   —     —     217,167    153,960   107,997   —     —     261,957 
                                

Selling, general and administrative expenses

   (45,437)  (46,922)  —     —     (92,359)   (51,437)  (53,339)  —     —     (104,776)

Income from unconsolidated joint ventures

   1,899   2,458   —     —     4,357    11,154   1,989   —     —     13,143 

Equity income of subsidiaries

   33,520   —     —     (33,520)  —      40,981   —     —     (40,981)  —   

Other income

   351   1,397   —     —     1,748    829   1,228   —     —     2,057 
                                

Homebuilding pretax income

   119,294   45,139   —     (33,520)  130,913    155,487   57,875   —     (40,981)  172,381 
                                

Financial Services:

            

Revenues

   —     —     3,856   —     3,856    —     —     4,738   —     4,738 

Expenses

   —     —     (3,766)  —     (3,766)   —     —     (3,451)  —     (3,451)

Income from unconsolidated joint ventures

   —     439   —     —     439    —     502   —     —     502 

Other income (expense)

   (63)  106   63   —     106    (125)  206   125   —     206 
                                

Financial services pretax income

   (63)  545   153   —     635    (125)  708   1,412   —     1,995 
                                

Income before taxes

   119,231   45,684   153   (33,520)  131,548    155,362   58,583   1,412   (40,981)  174,376 

Provision for income taxes

   (37,116)  (12,294)  (23)  —     (49,433)   (47,761)  (18,525)  (489)  —     (66,775)
                                

Net Income

  $82,115  $33,390  $130  $(33,520) $82,115   $107,601  $40,058  $923  $(40,981) $107,601 
                                

 

-14--16-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

SIX MONTHS ENDED JUNE 30, 2006

(Dollars in thousands)

   Standard
Pacific Corp.
  Guarantor
Subsidiaries
  Non-Guarantor
Subsidiaries
  Consolidating
Adjustments
  Consolidated
Standard
Pacific Corp.
 

Homebuilding:

      

Revenues

  $942,577  $940,322  $—    $—    $1,882,899 

Cost of sales

   (668,703)  (682,326)  —     —     (1,351,029)
                     

Gross margin

   273,874   257,996   —     —     531,870 
                     

Selling, general and administrative expenses

   (113,728)  (124,647)  —     —     (238,375)

Income from unconsolidated joint ventures

   9,413   16,331   —     —     25,744 

Equity income of subsidiaries

   103,307   —     —     (103,307)  —   

Other income (expense)

   (14,786)  2,284   —     —     (12,502)
                     

Homebuilding pretax income

   258,080   151,964   —     (103,307)  306,737 
                     

Financial Services:

      

Revenues

   —     —     10,236   —     10,236 

Expenses

   —     —     (9,555)  —     (9,555)

Income from unconsolidated joint ventures

   —     1,041   —     —     1,041 

Other income (expense)

   (534)  651   534   —     651 
                     

Financial services pretax income

   (534)  1,692   1,215   —     2,373 
                     

Income before taxes

   257,546   153,656   1,215   (103,307)  309,110 

Provision for income taxes

   (66,294)  (51,274)  (290)  —     (117,858)
                     

Net Income

  $191,252  $102,382  $925  $(103,307) $191,252 
                     

-17-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

SIX MONTHS ENDED JUNE 30, 2005

(Dollars in thousands)

   Standard
Pacific Corp.
  Guarantor
Subsidiaries
  Non-Guarantor
Subsidiaries
  Consolidating
Adjustments
  Consolidated
Standard
Pacific Corp.
 

Homebuilding:

      

Revenues

  $940,878  $847,801  $—    $—    $1,788,679 

Cost of sales

   (657,957)  (651,598)  —     —     (1,309,555)
                     

Gross margin

   282,921   196,203   —     —     479,124 
                     

Selling, general and administrative expenses

   (96,874)  (100,261)  —     —     (197,135)

Income from unconsolidated joint ventures

   13,053   4,447   —     —     17,500 

Equity income of subsidiaries

   74,501   —     —     (74,501)  —   

Other income

   1,180   2,625   —     —     3,805 
                     

Homebuilding pretax income

   274,781   103,014   —     (74,501)  303,294 
                     

Financial Services:

      

Revenues

   —     —     8,594   —     8,594 

Expenses

   —     —     (7,217)  —     (7,217)

Income from unconsolidated joint ventures

   —     941   —     —     941 

Other income (expense)

   (188)  312   188   —     312 
                     

Financial services pretax income

   (188)  1,253   1,565   —     2,630 
                     

Income before taxes

   274,593   104,267   1,565   (74,501)  305,924 

Provision for income taxes

   (84,877)  (30,819)  (512)  —     (116,208)
                     

Net Income

  $189,716  $73,448  $1,053  $(74,501) $189,716 
                     

-18-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

MARCH 31,JUNE 30, 2006

(Dollars in thousands)

 

  Standard
Pacific Corp.
  Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.
  Standard
Pacific Corp.
  Guarantor
Subsidiaries
  Non-Guarantor
Subsidiaries
  Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.

ASSETS

                

Homebuilding:

                

Cash and equivalents

  $25,074  $1,023  $6  $—    $26,103  $7,815  $1,951  $6  $—    $9,772

Trade and other receivables

   897,975   (840,589)  (6,131)  —     51,255   1,025,219   31,862   111   (1,008,440)  48,752

Inventories:

                

Owned

   1,743,467   1,622,597   8,743   —     3,374,807   1,799,836   1,748,083   30,305   —     3,578,224

Not owned

   308,302   179,856   —     —     488,158   116,034   270,535   —     —     386,569

Investments in and advances to unconsolidated joint ventures

   173,060   97,315   —     —     270,375   201,559   121,193   —     —     322,752

Investments in subsidiaries

   912,303   —     —     (912,303)  —     971,672   —     —     (971,672)  —  

Deferred income taxes

   51,653   —     —     387   52,040   58,823   —     —     409   59,232

Goodwill and other intangibles, net

   3,083   117,494   —     —     120,577   3,058   118,141   —     —     121,199

Other assets

   49,347   18,208   26   —     67,581   49,943   19,812   26   —     69,781
                              
   4,164,264   1,195,904   2,644   (911,916)  4,450,896   4,233,959   2,311,577   30,448   (1,979,703)  4,596,281
                              

Financial Services:

                

Cash and equivalents

   —     —     10,803   —     10,803   —     —     5,974   —     5,974

Mortgage loans held for sale

   —     —     116,008   —     116,008   —     —     92,844   —     92,844

Other assets

   —     —     3,945   (387)  3,558   —     —     6,913   (409)  6,504
                              
   —     —     130,756   (387)  130,369   —     —     105,731   (409)  105,322
                              

Total Assets

  $4,164,264  $1,195,904  $133,400  $(912,303) $4,581,265  $4,233,959  $2,311,577  $136,179  $(1,980,112) $4,701,603
                              

LIABILITIES AND STOCKHOLDERS’ EQUITY

                

Homebuilding:

                

Accounts payable

  $55,459  $52,127  $8  $—    $107,594  $57,279  $45,247  $5  $—    $102,531

Accrued liabilities

   221,320   70,158   28   1,647   293,153   213,763   1,051,997   27,474   (1,006,469)  286,765

Liabilities from inventories not owned

   8,514   44,013   —     —     52,527   1,700   118,770   —     —     120,470

Revolving credit facility

   590,000   —     —     —     590,000   424,800   —     —     —     424,800

Trust deed and other notes payable

   46,315   31,172   —     —     77,487   45,915   30,978   —     —     76,893

Senior notes payable

   1,099,175   —     —     —     1,099,175   1,449,198   —     —     —     1,449,198

Senior subordinated notes payable

   149,150   —     —     —     149,150   149,177   —     —     —     149,177
                              
   2,169,933   197,470   36   1,647   2,369,086   2,341,832   1,246,992   27,479   (1,006,469)  2,609,834
                              

Financial Services:

                

Accounts payable and other liabilities

   —     —     3,625   (1,647)  1,978   —     —     4,712   (1,971)  2,741

Mortgage credit facilities

   —     —     111,148   —     111,148   —     —     84,594   —     84,594
                              
   —     —     114,773   (1,647)  113,126   —     —     89,306   (1,971)  87,335
                              

Total Liabilities

   2,169,933   197,470   114,809   —     2,482,212   2,341,832   1,246,992   116,785   (1,008,440)  2,697,169
                              

Minority Interests

   201,366   104,722   —     —     306,088   57,341   112,307   —     —     169,648

Stockholders’ Equity:

                

Total Stockholders’ Equity

   1,792,965   893,712   18,591   (912,303)  1,792,965   1,834,786   952,278   19,394   (971,672)  1,834,786
                              

Total Liabilities and Stockholders’ Equity

  $4,164,264  $1,195,904  $133,400  $(912,303) $4,581,265  $4,233,959  $2,311,577  $136,179  $(1,980,112) $4,701,603
                              

 

-15--19-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2005

(Dollars in thousands)

 

  Standard
Pacific Corp.
  Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
  Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.
  Standard
Pacific Corp.
  Guarantor
Subsidiaries
  Non-Guarantor
Subsidiaries
  Consolidating
Adjustments
 Consolidated
Standard
Pacific Corp.

ASSETS

                 

Homebuilding:

                 

Cash and equivalents

  $16,911  $1,907  $6  $—    $18,824  $16,911  $1,907  $6  $—    $18,824

Trade and other receivables

   799,089   (726,534)  2,431   —     74,986   799,089   38,199   2,431   (764,733)  74,986

Inventories:

                 

Owned

   1,458,498   1,470,352   —     —     2,928,850   1,458,498   1,470,352   —     —     2,928,850

Not owned

   357,609   232,706   —     —     590,315   357,609   232,706   —     —     590,315

Investments in and advances to unconsolidated joint ventures

   184,600   101,160   —     —     285,760   184,600   101,160   —     —     285,760

Investments in subsidiaries

   868,355   —     —     (868,355)  —     868,355   —     —     (868,355)  —  

Deferred income taxes

   58,240   —     —     441   58,681   58,240   —     —     441   58,681

Goodwill and other intangibles, net

   3,108   117,288   —     —     120,396   3,108   117,288   —     —     120,396

Other assets

   44,893   15,133   26   —     60,052   44,893   15,133   26   —     60,052
                              
   3,791,303   1,212,012   2,463   (867,914)  4,137,864   3,791,303   1,976,745   2,463   (1,632,647)  4,137,864
                              

Financial Services:

                 

Cash and equivalents

   —     —     9,799   —     9,799   —     —     9,799   —     9,799

Mortgage loans held for sale

   —     —     129,835   —     129,835   —     —     129,835   —     129,835

Other assets

   —     —     3,785   (441)  3,344   —     —     3,785   (441)  3,344
                              
   —     —     143,419   (441)  142,978   —     —     143,419   (441)  142,978
                              

Total Assets

  $3,791,303  $1,212,012  $145,882  $(868,355) $4,280,842  $3,791,303  $1,976,745  $145,882  $(1,633,088) $4,280,842
                              

LIABILITIES AND STOCKHOLDERS’ EQUITY

                 

Homebuilding:

                 

Accounts payable

  $65,830  $49,252  $—    $—    $115,082  $65,830  $49,252  $—    $—    $115,082

Accrued liabilities

   266,348   77,205   28   1,713   345,294   266,348   841,938   28   (763,020)  345,294

Liabilities from inventories not owned

   10,764   37,973   —     —     48,737   10,764   37,973   —     —     48,737

Revolving credit facility

   183,100   —     —     —     183,100   183,100   —     —     —     183,100

Trust deed and other notes payable

   46,315   50,716   —     —     97,031   46,315   50,716   —     —     97,031

Senior notes payable

   1,099,153   —     —     —     1,099,153   1,099,153   —     —     —     1,099,153

Senior subordinated notes payable

   149,124   —     —     —     149,124   149,124   —     —     —     149,124
                              
   1,820,634   215,146   28   1,713   2,037,521   1,820,634   979,879   28   (763,020)  2,037,521
                              

Financial Services:

                 

Accounts payable and other liabilities

   —     —     3,959   (1,713)  2,246   —     —     3,959   (1,713)  2,246

Mortgage credit facilities

   —     —     123,426   —     123,426   —     —     123,426   —     123,426
                              
   —     —     127,385   (1,713)  125,672   —     —     127,385   (1,713)  125,672
                              

Total Liabilities

   1,820,634   215,146   127,413   —     2,163,193   1,820,634   979,879   127,413   (764,733)  2,163,193
                              

Minority Interests

   231,510   146,980   —     —     378,490   231,510   146,980   —     —     378,490

Stockholders’ Equity:

                 

Total Stockholders’ Equity

   1,739,159   849,886   18,469   (868,355)  1,739,159   1,739,159   849,886   18,469   (868,355)  1,739,159
                              

Total Liabilities and Stockholders’ Equity

  $3,791,303  $1,212,012  $145,882  $(868,355) $4,280,842  $3,791,303  $1,976,745  $145,882  $(1,633,088) $4,280,842
                              

 

-16--20-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2006

(Dollars in thousands)

 

  Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
  Consolidated
Standard
Pacific Corp.
   Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
  Consolidated
Standard
Pacific
Corp.
 

Cash Flows From Operating Activities:

              

Net cash provided by (used in) operating activities

  $(339,935) $26,929  $13,471  $—    $(299,535)  $(449,259) $53,302  $35,306  $—    $(360,651)
                                

Cash Flows From Investing Activities:

              

Net cash paid for acquisitions

   (6,368)  —     —     —     (6,368)   (7,068)  —     —     —     (7,068)

Investments in and advances to unconsolidated homebuilding joint ventures

   (34,825)  (6,707)  —     —     (41,532)   (100,979)  (29,881)  —     —     (130,860)

Capital distributions and repayments of advances from unconsolidated homebuilding joint ventures

   30,689   400   —     —     31,089    65,593   550   —     —     66,143 

Net additions to property and equipment

   (1,200)  (1,962)  (189)  —     (3,351)   (2,970)  (3,425)  (299)  —     (6,694)
                                

Net cash provided by (used in) investing activities

   (11,704)  (8,269)  (189)  —     (20,162)   (45,424)  (32,756)  (299)  —     (78,479)
                                

Cash Flows From Financing Activities:

              

Net proceeds from revolving credit facility

   406,900   —     —     —     406,900    241,700   —     —     —     241,700 

Principal payments on trust deed and other notes payable

   —     (19,544)  —     —     (19,544)   (400)  (20,502)  —     —     (20,902)

Proceeds from senior notes

   350,000   —     —     —     350,000 

Net payments on mortgage credit facilities

   —     —     (12,278)  —     (12,278)   —     —     (38,832)  —     (38,832)

Excess tax benefits from share-based payment arrangements

   2,068   —     —     —     2,068    2,531   —     —     —     2,531 

Dividends paid

   (2,694)  —     —     —     (2,694)   (5,332)  —     —     —     (5,332)

Repurchases of common stock

   (47,707)  —     —     —     (47,707)   (104,705)  —     —     —     (104,705)

Proceeds from the exercise of stock options

   1,235   —     —     —     1,235    1,793   —     —     —     1,793 
                                

Net cash provided by (used in) financing activities

   359,802   (19,544)  (12,278)  —     327,980    485,587   (20,502)  (38,832)  —     426,253 
                                

Net increase (decrease) in cash and equivalents

   8,163   (884)  1,004   —     8,283    (9,096)  44   (3,825)  —     (12,877)

Cash and equivalents at beginning of period

   16,911   1,907   9,805   —     28,623    16,911   1,907   9,805   —     28,623 
                                

Cash and equivalents at end of period

  $25,074  $1,023  $10,809  $—    $36,906   $7,815  $1,951  $5,980  $—    $15,746 
                                

 

-17--21-


STANDARD PACIFIC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2005

(Dollars in thousands)

 

  Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
  Consolidated
Standard
Pacific Corp.
   Standard
Pacific Corp.
 Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Consolidating
Adjustments
  Consolidated
Standard
Pacific
Corp.
 

Cash Flows From Operating Activities:

              

Net cash provided by (used in) operating activities

  $(122,617) $17,574  $6,443  $—    $(98,600)  $(203,559) $28,319  $(35,320) $—    $(210,560)
                                

Cash Flows From Investing Activities:

              

Net cash paid for acquisitions

   (41,233)  —     —     —     (41,233)   (41,233)  —     —     —     (41,233)

Investments in and advances to unconsolidated homebuilding joint ventures

   (43,803)  (22,748)  —     —     (66,551)   (85,960)  (28,578)  —     —     (114,538)

Capital distributions and repayments of advances from unconsolidated homebuilding joint ventures

   3,613   10,813   —     —     14,426    55,168   11,306   —     —     66,474 

Net additions to property and equipment

   (1,137)  (537)  (169)  —     (1,843)   (2,799)  (1,303)  (337)  —     (4,439)
                                

Net cash provided by (used in) investing activities

   (82,560)  (12,472)  (169)  —     (95,201)   (74,824)  (18,575)  (337)  —     (93,736)
                                

Cash Flows From Financing Activities:

              

Net proceeds from revolving credit facility

   77,200   —     —     —     77,200    150,000   —     —     —     150,000 

Principal payments on trust deed and other notes payable

   —     (4,672)  —     —     (4,672)   —     (8,793)  —     —     (8,793)

Net payments on mortgage credit facilities

   —     —     (11,771)  —     (11,771)   —     —     30,109   —     30,109 

Dividends paid

   (2,698)  —     —     —     (2,698)   (5,411)  —     —     —     (5,411)

Repurchases of common stock

   (6,865)  —     —     —     (6,865)   (6,865)  —     —     —     (6,865)

Proceeds from the exercise of stock options

   3,777   —     —     —     3,777    5,152   —     —     —     5,152 
                                

Net cash provided by (used in) financing activities

   71,414   (4,672)  (11,771)  —     54,971    142,876   (8,793)  30,109   —     164,192 
                                

Net increase (decrease) in cash and equivalents

   (133,763)  430   (5,497)  —     (138,830)   (135,507)  951   (5,548)  —     (140,104)

Cash and equivalents at beginning of period

   140,796   898   9,110   —     150,804    140,796   898   9,110   —     150,804 
                                

Cash and equivalents at end of period

  $7,033  $1,328  $3,613  $—    $11,974   $5,289  $1,849  $3,562  $—    $10,700 
                                

 

-18--22-


13.Subsequent Event

On May 5, 2006, we entered into a $100 million Senior Term Loan A and a $250 million Senior Term Loan B (collectively, the “Term Loans”). The Term Loans rank equally with borrowings under our revolving credit facility and our senior public notes (the Term Loans, our revolving credit facility and our senior public notes collectively referred to herein as our “Senior Indebtedness”). So long as Term Loan B remains outstanding, all of our Senior Indebtedness will be secured on an equal and ratable basis by the pledge of the stock or other ownership interests of certain of our homebuilding subsidiaries. At such time as Term Loan B is repaid in full, the pledge will terminate with respect to all of the Senior Indebtedness. The Term Loan A and Term Loan B will mature on May 5, 2011 and May 5, 2013, respectively. The Term Loans bear interest at LIBOR based pricing. Interest payment dates for the Term Loans vary based on the duration of the applicable LIBOR contracts or prime based borrowings but at a minimum are paid quarterly. The Term Loans are prepayable at our option, with the Term Loan B having a prepayment penalty, under certain circumstances, if repaid within the first year after issuance. Net proceeds from the Term Loans were used to repay a portion of the outstanding balance of our revolving credit facility. As of May 5, 2006, after using the proceeds from the Term Loans to repay a portion of the outstanding balance of our revolving credit facility, we had $416.0 million in borrowings outstanding and had issued $80.2 million in letters of credit under the revolving credit facility.

On May 5, 2006, we amended our revolving credit facility with our bank group to, among other things, increase the accordion provision allowing us, at our option, to increase the total aggregate commitment under the revolving credit facility up to $1.5 billion, subject to certain conditions, including the availability of additional bank lending commitments.

-19-


ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Selected Financial Information

(Unaudited)

 

  Three Months Ended March 31,   Three Months Ended June 30, Six Months Ended June 30, 
  2006 2005 

Percent

Change

   2006 2005 Percent
Change
 2006 2005 Percent
Change
 
  (Dollars in thousands,
except per share amounts)
   (Dollars in thousands, except per share amounts) 

Homebuilding:

           

Revenues

  $879,020  $836,346  5%  $1,003,879  $952,333  5% $1,882,899  $1,788,679  5%

Cost of sales

   (619,799)  (619,179) 0%   (731,230)  (690,376) 6%  (1,351,029)  (1,309,555) 3%
                       

Gross margin

   259,221   217,167  19%   272,649   261,957  4%  531,870   479,124  11%
                       

Gross margin percentage

   29.5%  26.0%    27.2%  27.5%   28.2%  26.8% 
                       

Selling, general and administrative expenses

   (114,468)  (92,359) 24%   (123,907)  (104,776) 18%  (238,375)  (197,135) 21%

Income from unconsolidated joint ventures

   6,577   4,357  51%   19,167   13,143  46%  25,744   17,500  47%

Other income

   1,264   1,748  (28)%

Other income (loss)

   (13,766)  2,057  (769)%  (12,502)  3,805  (429)%
                       

Homebuilding pretax income

   152,594   130,913  17%   154,143   172,381  (11)%  306,737   303,294  1%
                       

Financial Services:

           

Revenues

   4,310   3,856  12%   5,926   4,738  25%  10,236   8,594  19%

Expenses

   (4,373)  (3,766) 16%   (5,182)  (3,451) 50%  (9,555)  (7,217) 32%

Income from unconsolidated joint ventures

   667   439  52%   374   502  (25)%  1,041   941  11%

Other income

   218   106  106%   433   206  110%  651   312  109%
                       

Financial services pretax income

   822   635  29%   1,551   1,995  (22)%  2,373   2,630  (10)%
                       

Income before taxes

   153,416   131,548  17%   155,694   174,376  (11)%  309,110   305,924  1%

Provision for income taxes

   (58,659)  (49,433) 19%   (59,199)  (66,775) (11)%  (117,858)  (116,208) 1%
                       

Net Income

  $94,757  $82,115  15%  $96,495  $107,601  (10)% $191,252  $189,716  1%
                       

Earnings Per Share:

           

Basic

  $1.42  $1.22  16%  $1.48  $1.59  (7)% $2.90  $2.81  3%

Diluted

  $1.38  $1.18  17%  $1.44  $1.54  (6)% $2.82  $2.72  4%

Net cash provided by (used in) operating activities

  $(299,535) $(98,600)   $(61,116) $(111,960)  $(360,651) $(210,560) 
                       

Net cash provided by (used in) investing activities

  $(20,162) $(95,201)   $(58,317) $1,465   $(78,479) $(93,736) 
                       

Net cash provided by (used in) financing activities

  $327,980  $54,971    $98,273  $109,221   $426,253  $164,192  
                       

Adjusted Homebuilding EBITDA(1)

  $195,965  $145,533    $189,714  $190,346   $385,139  $335,879  
                       

(1)Adjusted Homebuilding EBITDA means net income (plus cash distributions of income from unconsolidated joint ventures) before (a) income taxes, (b) expensing of previously capitalized interest included in cost of sales, (c) material noncash impairment charges, if any, (d) homebuilding depreciation and amortization, (e) amortization of stock-based compensation, (f) income from unconsolidated joint ventures and (g) income (loss) from financial services subsidiary. Other companies may calculate Adjusted Homebuilding EBITDA (or similarly titled measures) differently. We believe Adjusted Homebuilding EBITDA information is useful to investors as a measure of our ability to service debt and obtain financing. However, it should be noted that Adjusted Homebuilding EBITDA is not a U.S. generally accepted accounting principles (“GAAP”) financial measure. Due to the significance of the GAAP components excluded, Adjusted Homebuilding EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operations or any other operating or liquidity performance measure prescribed by GAAP.

 

-20--23-


(1)continued

The tables set forth below reconcile net cash used in operating activities and net income, calculated and presented in accordance with GAAP, to Adjusted Homebuilding EBITDA:

 

  Three Months Ended
March 31,
   Three Months Ended June 30, Six Months Ended June 30, 
  2006 2005   2006 2005 2006 2005 
  (Dollars in
thousands)
     (Dollars in thousands)   

Net cash used in operating activities

  $(299,535) $(98,600)  $(61,116) $(111,960) $(360,651) $(210,560)

Add:

        

Income taxes

   58,659   49,433    59,199   66,775   117,858   116,208 

Expensing of previously capitalized interest included in cost of sales

   15,803   14,117 

Amortization of previously capitalized interest included in cost of sales

   18,571   14,968   34,374   29,085 

Excess tax benefits from share-based payment arrangements

   2,068   —      358   —     2,426   —   

Material noncash impairment charges

   4,857   —     4,857   —   

Less:

        

Income (loss) from financial services subsidiary

   (63)  90 

Income from financial services subsidiary

   744   1,287   681   1,377 

Depreciation and amortization from financial services subsidiary

   147   145    136   140   283   285 

Net changes in operating assets and liabilities:

        

Trade and other receivables

   (37,558)  11,175    (25,667)  48,784   (63,225)  59,959 

Inventories-owned

   438,977   109,095    206,223   197,965   645,200   307,060 

Inventories-not owned

   (33,547)  18,162    (33,093)  (16,191)  (66,640)  1,971 

Deferred income taxes

   (6,641)  (3,464)   7,192   3,032   551   (432)

Other assets

   6,030   4,775    3,019   14,201   9,049   18,976 

Accounts payable

   7,488   (560)   5,063   (9,541)  12,551   (10,101)

Accrued liabilities

   44,305   41,635    5,448   (16,260)  49,753   25,375 
                    

Adjusted Homebuilding EBITDA

  $195,965  $145,533   $189,714  $190,346  $385,139  $335,879 
                    
  Three Months Ended
March 31,
   Three Months Ended June 30, Six Months Ended June 30, 
  2006 2005   2006 2005 2006 2005 
  (Dollars in
thousands)
     (Dollars in thousands)   

Net income

  $94,757  $82,115   $96,495  $107,601  $191,252  $189,716 

Add:

        

Cash distributions of income from unconsolidated joint ventures

   26,259   1,574    25,012   11,861   51,271   13,435 

Income taxes

   58,659   49,433    59,199   66,775   117,858   116,208 

Expensing of previously capitalized interest included in cost of sales

   15,803   14,117 

Amortization of previously capitalized interest included in cost of sales

   18,571   14,968   34,374   29,085 

Material noncash impairment charges

   4,857   —     4,857   —   

Homebuilding depreciation and amortization

   1,521   1,023    1,662   1,096   3,183   2,119 

Amortization of stock-based compensation

   6,147   2,157    3,663   2,977   9,810   5,134 

Less:

        

Income from unconsolidated joint ventures

   7,244   4,796    19,541   13,645   26,785   18,441 

Income (loss) from financial services subsidiary

   (63)  90 

Income from financial services subsidiary

   744   1,287   681   1,377 
                    

Adjusted Homebuilding EBITDA

  $195,965  $145,533   $189,714  $190,346  $385,139  $335,879 
                    

 

-21--24-


Selected Operating Data

 

  Three Months Ended
March 31,
  Three Months Ended June 30,  Six Months Ended June 30,
  2006  2005  2006  2005  2006  2005

New homes delivered:

            

Southern California

   451   330   526   468   977   798

Northern California

   168   361   177   298   345   659
                  

Total California

   619   691   703   766   1,322   1,457
                  

Florida

   717   818   756   841   1,473   1,659

Arizona

   359   442   275   532   634   974

Carolinas

   236   168   219   266   455   434

Texas

   432   136   574   212   1,006   348

Colorado

   110   106   150   124   260   230
                  

Consolidated total

   2,473   2,361   2,677   2,741   5,150   5,102
                  

Unconsolidated joint ventures(1):

    

Unconsolidated joint ventures(2):

        

Southern California

   27   10   16   30   43   40

Northern California

   6   35   34   75   40   110

Arizona

   6   1   5   4   11   5
                  

Total unconsolidated joint ventures

   39   46   55   109   94   155
                  

Total (including joint ventures)(1)

   2,512   2,407

Total (including joint ventures)(2)

   2,732   2,850   5,244   5,257
                  

Average selling prices of homes delivered:

            

California (excluding joint ventures)

  $696,000  $708,000

Southern California

  $723,000  $637,000  $697,000  $701,000

Northern California

  $747,000  $708,000  $760,000  $666,000

Total California

  $729,000  $665,000  $714,000  $685,000

Florida

  $264,000  $206,000  $271,000  $234,000  $267,000  $220,000

Arizona (excluding joint venture)

  $268,000  $195,000

Arizona

  $318,000  $211,000  $290,000  $204,000

Carolinas

  $178,000  $157,000  $186,000  $154,000  $182,000  $155,000

Texas

  $190,000  $227,000  $192,000  $225,000  $191,000  $226,000

Colorado

  $314,000  $301,000  $305,000  $330,000  $308,000  $316,000

Consolidated (excluding joint ventures)

  $354,000  $353,000  $374,000  $346,000  $364,000  $349,000

Unconsolidated joint ventures(1)

  $815,000  $659,000

Total (including joint ventures)(1)

  $361,000  $359,000

Unconsolidated joint ventures(2)

  $769,000  $729,000  $788,000  $708,000

Total (including joint ventures)(2)

  $382,000  $360,000  $372,000  $360,000

Net new orders:

            

Southern California

   497   508   319   732   816   1,240

Northern California

   114   278   117   223   231   501
                  

Total California

   611   786   436   

955

 

   1,047   1,741
                  

Florida

   451   750   345   1,054   796   1,804

Arizona

   488   516   183   476   671   992

Carolinas

   235   259   289   345   524   604

Texas

   579   280   518   276   1,097   556

Colorado

   156   152   116   108   272   260
                  

Consolidated total

   2,520   2,743   1,887   

3,214

 

   4,407   5,957
                  

Unconsolidated joint ventures(1):

    

Unconsolidated joint ventures(2):

        

Southern California

   5   39   57   45   62   84

Northern California

   17   41   37   35   54   76

Arizona

   —     2   —     4   —     6

Illinois

   11   —     4   —     15   —  
                  

Total unconsolidated joint ventures

   33   82   98   

84

 

   131   166
                  

Total (including joint ventures)(1)

   2,553   2,825

Total (including joint ventures)(2)

   1,985   

3,298

 

   4,538   6,123
                  

(1)(2)Numbers presented regarding unconsolidated joint ventures reflect total deliveries, average selling prices, totalnet new orders, average selling communities and total backlog of such joint ventures. Our ownership interests in these joint ventures vary but are generally less than or equal to 50 percent.

 

-22--25-


Selected Operating Data – (continued)

 

  Three Months Ended
March 31,
  Three Months Ended June 30,  Six Months Ended June 30,
  2006  2005  2006  2005  2006  2005

Average number of selling communities during the period:

            

Southern California

   32   25  36  27  34  26

Northern California

   13   16  17  13  15  14
                  

Total California

   45   41  53  40  49  40
                  

Florida

   46   53  48  55  47  54

Arizona

   28   14  28  14  28  14

Carolinas

   17   19  20  21  19  20

Texas

   39   25  37  24  38  24

Colorado

   12   12  13  11  13  12
                  

Consolidated total

   187   164  199  165  194  164
                  

Unconsolidated joint ventures(1):

    

Unconsolidated joint ventures(2):

        

Southern California

   1   1  2  3  2  2

Northern California

   5   3  5  3  5  3

Arizona

   —     1  —    1  —    1

Illinois

   1   —    1  —    1  —  
                  

Total unconsolidated joint ventures

   7   5  8  7  8  6
                  

Total (including joint ventures)(1)

   194   169

Total (including joint ventures)(2)

  207  172  202  170
                  
  At March 31,
  2006  2005

Backlog (in homes):

    

Southern California

   1,084   879

Northern California

   244   656
      

Total California

   1,328   1,535
      

Florida

   2,010   2,735

Arizona

   1,547   1,530

Carolinas

   206   256

Texas

   976   414

Colorado

   256   257
      

Consolidated total

   6,323   6,727
      

Unconsolidated joint ventures(1):

    

Southern California

   75   54

Northern California

   54   125

Arizona

   25   4

Illinois

   43   —  
      

Total unconsolidated joint ventures

   197   183
      

Total (including joint ventures)(1)

   6,520   6,910
      

Backlog (estimated dollar value in thousands):

    

Southern California

  $801,664  $579,906

Northern California

   179,432   455,427
      

Total California

   981,096   1,035,333
      

Florida

   571,452   654,814

Arizona

   504,728   320,567

Carolinas

   38,818   39,042

Texas

   193,445   90,588

Colorado

   81,522   91,906
      

Consolidated Total

   2,371,061   2,232,250
      

Unconsolidated joint ventures(1):

    

Southern California

   42,821   45,728

Northern California

   38,351   85,880

Arizona

   7,526   1,141

Illinois

   18,705   —  
      

Total unconsolidated joint ventures

   107,403   132,749
      

Total (including joint ventures)(1)

  $2,478,464  $2,364,999
      

    At June 30,
    2006  2005

Backlog (in homes):

    

Southern California

   824   1,143

Northern California

   184   581
        

Total California

   1,008   1,724
        

Florida

   1,599   2,948

Arizona

   1,455   1,474

Carolinas

   276   335

Texas

   920   478

Colorado

   222   241
        

Consolidated total

   5,480   7,200
        

Unconsolidated joint ventures(2):

    

Southern California

   116   69

Northern California

   57   85

Arizona

   20   4

Illinois

   47   —  
        

Total unconsolidated joint ventures

   240   158
        

Total (including joint ventures)(2)

   5,720   7,358
        

Backlog (estimated dollar value in thousands):

    

Southern California

  $660,427  $752,795

Northern California

   127,628   893,229
        

Total California

   788,055   1,146,024
        

Florida

   470,145   743,259

Arizona

   483,398   360,429

Carolinas

   56,159   53,277

Texas

   194,595   107,257

Colorado

   76,076   85,943
        

Consolidated Total

   2,068,428   2,496,189
        

Unconsolidated joint ventures(2):

    

Southern California

   60,531   53,653

Northern California

   41,274   60,518

Arizona

   6,021   1,141

Illinois

   20,397   —  
        

Total unconsolidated joint ventures

   128,223   115,312
        

Total (including joint ventures)(2)

  $2,196,651  $2,611,501
        

 

-23--26-


Selected Operating Data – (continued)

 

  At March 31,  At June 30,
  2006    2005  2006  2005

Building sites owned or controlled:

          

Southern California

  15,243    13,618  14,022  15,638

Northern California

  8,630    5,662  8,082  5,483
              

Total California

  23,873    19,280  22,104  21,121
              

Florida

  15,313    14,084  13,821  11,967

Arizona

  12,003    10,477  12,469  11,976

Carolinas

  5,269    4,075  4,717  4,496

Texas

  10,835    3,111  10,273  4,385

Colorado

  1,523    1,839  1,318  1,812

Nevada

  3,019    —    3,019  —  

Illinois

  220    —    220  —  
              

Total (including joint ventures)

  72,055    52,866  67,941  55,757
              

Total building sites owned

  38,912    26,910  38,650  32,274

Total building sites optioned or subject to contract

  21,368    16,494  14,323  14,208

Total joint venture lots

  11,775    9,462  14,968  9,275
              

Total (including joint ventures)

  72,055    52,866  67,941  55,757
              

Completed and unsold homes:

          

Consolidated

  378    173  425  151

Joint ventures

  —      5  —    3
              

Total (including joint ventures)

  378    178  425  154
              

Homes under construction:

          

Consolidated

  6,618    5,737  6,952  6,488

Joint ventures

  552    158  735  263
              

Total (including joint ventures)

  7,170    5,895  7,687  6,751
              

 

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Critical Accounting Policies

The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those that impact our most critical accounting policies. We base our estimates and judgments on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies related to the following accounts or activities are those that are most critical to the portrayal of our financial condition and results of operations and require the more significant judgments and estimates:

 

Business combinations and goodwill;

 

Variable interest entities;

 

Limited partnerships and limited liability companies;

 

Unconsolidated homebuilding and land development joint ventures;

 

Cost of sales;

 

Inventories;

 

Warranty accruals; and

 

Insurance and litigation accruals.

For a more detailed description of these critical accounting policies, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2005.

Stock Split

On July 27, 2005, our Board of Directors approved a two-for-one stock split effected in the form of a stock dividend. Stockholders of record at the close of business on August 8, 2005 received one additional share of our common stock for every one share of our common stock owned on that date. The additional shares were distributed on August 29, 2005. Accordingly, all share and per share amounts included in this Form 10-Q have been restated to reflect such stock split for all periods presented.

Three and Six Month PeriodPeriods Ended March 31,June 30, 2006 Compared to Three and Six Month PeriodPeriods Ended March 31,June 30, 2005

Overview

Net income for the 2006 firstsecond quarter increased 15decreased 10 percent to $94.8$96.5 million, or $1.38$1.44 per diluted share, compared to $82.1$107.6 million, or $1.18$1.54 per diluted share, for the year earlier period. The increasedecrease in net income was driven primarily by a 17an 11 percent increasedecrease in homebuilding pretax income to $152.6$154.1 million and to a lesser extent by a $444,000 decrease in financial services pretax income, which was partially offset by a 6030 basis point increasedecrease in our effective tax rate. For the six months ended June 30, 2006, net income increased 1 percent to $191.3 million, or $2.82 per diluted share, compared to $189.7 million, or $2.72 per diluted share, for the year earlier period.

The significant increasedecrease in homebuilding pretax income and net new orders during the quarter reflected more challenging housing market conditions. The changing market tone that surfaced at the impact on our businessend of a number2005 has continued to evolve during the first half of positive economic factors2006 and demographic trends combined with the positive results from our growth initiatives in our existing markets and expansion into new geographic markets over the past seven years. Historically low mortgage interest rates and a wide variety of available mortgage products combined with steady or improving employment levels inis negatively impacting most of our largermajor markets helped drive demand foracross the country. We are experiencing the effects of growing levels of both new housing through the latter halfand existing home inventories, a steadily increasing interest rate environment, reduced affordability, and weaker homebuyer confidence. All of 2005. Demand for new homes was also supported bythese conditions have resulted in lower sales rates and higher levels of cancellations, which have given rise to a numbergreater use of positive demographic factors such as the aging baby boomers who are in their peak earningsincentives and housing consumption years, increasing inflowsother forms of immigrants into the United States, and the entrance of the echo boom generation into the work force and household formation years. At the same time, we have experienced growing constraints on the availability of buildable land in many of our markets, which also contributed to increased home prices. It should be noted, however, that we have seen demand for newdiscounting.

 

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homes slow down in most of our markets, particularly our largest markets in California, Florida and Arizona, since the latter half of 2005 resulting in a decline in new home order activity.

For the twelve-month period ended March 31,June 30, 2006, our return on average stockholders’ equity was 28.126.0 percent, which represented a 100480 basis point reduction over the prior year rate, albeit still a very healthy rate of return.rate. Investors frequently use this financial measure as a means to assess management’s effectiveness in creating stockholder value through enhancing profitability and managing asset utilization. Management is also focused on generating strong financial returns, including our return on average stockholders’ equity, in both its strategic decision making and day to day management of operations.

Results of operations for the three and six months ended March 31,June 30, 2006 include the results of our Bakersfield, California operations acquired during the first quarter of 2005 and our San Antonio, Texas operations, which we commenced as a start-up in March 2005 and supplemented through the acquisition of a local homebuilder in the third quarter of 2005.

Our updated outlook for 2006 reflects our operating results and new order activity to date combined with our backlog at March 31, 2006. WeJune 30, 2006, as well as the expected impact of slowing new order activity and increased cancellations. For the year, we are targeting 12,30010,400 new home deliveries, excluding 475425 joint venture deliveries, and homebuilding revenues of approximately $4.8 billion for 2006.$4.0 billion.

Homebuilding

Homebuilding pretax income for the 2006 firstsecond quarter increased 17decreased 11 percent to $152.6$154.1 million from $130.9$172.4 million in the year earlier period. The increase inlower level of pretax income was driven by a 5 percent increase in homebuilding revenues and a 35030 basis point improvementdecrease in our homebuilding gross margin percentage. These positive factors were partially offset bypercentage, a 200130 basis point increase in our selling, general and administrative (“SG&A”) rate and a $15.8 million decrease in other income (expense). These negative factors were partially offset by a 5 percent increase in homebuilding revenues and a $6.0 million increase in joint venture income. Other income (expense) for the three months ended June 30, 2006 included a pretax charge of $16.3 million related to write-offs of deposits and capitalized pre-acquisition costs for abandoned and uncertain projects.

For the six months ended June 30, 2006, homebuilding pretax income increased modestly to $306.7 million compared to $303.3 million in the year earlier period. This increase was primarily reflectingthe result of a 5 percent increase in homebuilding revenues, a 140 basis point improvement in our growing operations outside of Californiahomebuilding gross margin percentage and an $8.2 million increase in homebuilding joint venture income. These increases were largely offset by a 170 basis point increase in our SG&A expense rate and the moderating market conditions in many of our markets.$16.3 million pretax charge to other income (expense) referenced above.

Homebuilding revenues for the 2006 firstsecond quarter increased 5 percent to $879.0$1,003.9 million from $836.3$952.3 million in the year earlier period. The increase in revenues was primarily attributable to a 5an 8 percent increase in our consolidated average home price to $374,000, partially offset by a 2 percent decrease in new home deliveries (exclusive of joint ventures), combined with a slight increase in our consolidated average home price to $354,000..

The 52 percent increasedecrease in new home deliveries companywide was influenced by the following regional operations. During the 2006 firstsecond quarter, we delivered 619703 new homes in California (exclusive of joint ventures), a 10an 8 percent decrease from the 2005 firstsecond quarter. Deliveries increased 37were up 12 percent in Southern California to 451526 new homes (excluding 2716 joint venture deliveries) reflecting the rebound in order activity last year. Deliveries were down 5341 percent in Northern California to 168177 new homes (excluding 634 joint venture deliveries), and primarily reflects the decrease in new home orders we began to experience in the firstsecond half of 2005 resulting from a slowdown in part fromnew home demand, coupled with a decrease in the number of active selling communities during thatthe same period, particularly in the San Francisco Bay area. In Florida, we delivered 717756 new homes in the firstsecond quarter of 2006, representing a 1210 percent year-over-year decline. The lower Florida delivery total was due to a modest decrease in net new orders in the state last year combined with delivery delays as a resultan increase in the state’s cancellation rate during the first half of tight labor and material conditions.2006. We delivered 359275 homes (excluding 65 joint venture deliveries) during the 2006 firstsecond quarter in Arizona, a 1948 percent decrease from the 2005 firstsecond quarter. The decrease inlower level of new home deliveries was due to a modest decline in net new orders in the state last year as well as a resultsignificant jump in our Phoenix division’s cancellation rate during the second quarter of our decision to intentionally allocate sales during most of 2005 due to lengthening construction cycle times.2006. In the Carolinas, deliveries

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were up 40off 18 percent to 236219 new homes driven primarily by a slight reduction in the number of active selling communities this year, coupled with a modest slowdown in order growth from new community openings and improving market conditions.activity during the 2006 second quarter. New home deliveries were up 218171 percent in Texas to 432574 new homes, driven by new community growth and improving market conditions in Dallas and Austin, combined with the delivery of 204303 homes from our new San Antonio division. Deliveries were up 421 percent in Colorado to 110150 new homes for the quarter.quarter driven primarily by an increase in the number of active selling communities.

Homebuilding revenues for the six months ended June 30, 2006 increased 5 percent to $1.9 billion compared to $1.8 billion for the year earlier period. The increase in revenues was primarily due to a 4 percent increase in our consolidated average home price to $364,000 and a 1 percent increase in deliveries (exclusive of joint ventures) to 5,150 new homes.

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During the 2006 firstsecond quarter, our average home price increased slightly8 percent to $354,000. Although our consolidated average home price remained essentially unchanged from the year earlier period, the regional average home prices changed as follows.$374,000. Our average home price in California was $696,000$729,000 for the firstsecond quarter of 2006, a 210 percent decreaseincrease from the year earlier period. The slightly lowerhigher average home price was primarily due to a greater delivery mix of deliveriesmore expensive homes from our Southern California divisions, which include the more affordable markets of the Inland Empire,Orange County, Ventura and Bakersfield.San Diego divisions in Southern California. Our average price in Florida was up 2816 percent from the year agoearlier period to $264,000$271,000 and primarily reflectsreflected the impact of general price increases experienced throughout the state combined withlast year and, to a lesser degree, a shift in product mix. Our average price in Arizona was up 3751 percent to $268,000,$318,000, primarily reflecting the strong level of price increasesappreciation experienced in Phoenix during 2004 and much of 2005. Our average price was up 1321 percent in the Carolinas and primarily reflected a change in delivery mix. Our average price in Texas was down 1615 percent primarily reflecting a strategic shift in our product mix to more affordable homes in the state and the addition of San Antonio in September 2005. Thelast year where our average home price in our new San Antonio division was $146,000.$145,000 for the second quarter.

Our 2006 firstsecond quarter homebuilding gross margin percentage was up 350down 30 basis points year-over-year to 29.527.2 percent. The increaseThis slight decrease in the year-over-year gross margin percentage was driven primarily by a slightlylower gross margins generated in Southern California offset, in part, by higher margingross margins in Northern California, and meaningfully higher margins in Florida and Arizona. MarginsGross margins in the Carolinas and Texas and Colorado continuecontinued to improve but arewere still below our company-widecompanywide average. The higher overall gross margin percentagepercentages in most of our markets reflected our ability to raise home prices in most of our California markets during much of 2005 as a result of healthy housing demand combined withduring that period. In addition, our gross margin percentage for the 2006 second quarter was impacted by a constrained supply of buildable land. The higher year-over-year margins$4.9 million pretax impairment charge, primarily for projects in Florida and Arizona reflected strong demand for new homes during 2004 and most of 2005.Northern California.

Consistent with our expectations, SG&A expenses (including corporate G&A) for the 2006 firstsecond quarter increased 200130 basis points to 13.012.3 percent of homebuilding revenues compared to 11.0 percent for the 2005 first quarter.last year. The higher level of SG&A expenses as a percentage of homebuilding revenues was due to (1) increased levels of sales and marketing expenses, including outside sales commissions and advertising as a result of the general slowdown in new housing demand in our largest markets, (2) the shifting geographic mix of our deliveries where our non-California operations generally incur higher levels of SG&A expenses as a percentage of revenues, (2)(3) an increase in equity-based compensation, including the cost of expensing stock options and other share-based awards, (3)and (4) overhead incurred in connection with our start-up operations in San Antonio, Bakersfield, the Central Valley of California and Las Vegas, and (4) increased levels of sales and marketing expenses, including outside sales commissions and advertising, as a result of the generally moderating level of new housing demand.Vegas.

Income from unconsolidated joint ventures was up $2.2$6.0 million for the 2006 firstsecond quarter to $6.6$19.2 million. For the quarter, $4.2$14.0 million of joint venture income was generated from new home deliveriesland sales to other builders while $2.4$5.2 million was generated from land sales to other builders.new home deliveries. Deliveries from our unconsolidated homebuilding joint ventures totaled 3955 new homes in the 2006 firstsecond quarter versus 46 last year.109 in the year earlier period.

NewNet new orders companywide for the firstsecond quarter of 2006 totaled 2,5201,887 homes, (excluding 33 from unconsolidated joint ventures), an 8a 41 percent decrease from the 2005 first quarter. The dollar value of our 2006 firstsecond quarter, while gross orders was essentially flat compared to the year earlier period.decreased 22 percent year-over-year. The overall decline in unit orders resulted primarily from the slowing of demand for homes in our three largest markets, California, Florida and Arizona. As discussed above, the declining level of demand in these markets is generally attributable to reduced housing affordability, higher mortgage interest rates, and increased levels of new and existing homes for sale. These conditions have also contributed to an erosion of homebuyer confidence in many of our markets from the unsustainable pace of the past few years combined with the delay in a number of new community openings during the quarter due to weather and processing-related delays.these markets.

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Excluding joint ventures, net new home orders were off slightly year over yeardecreased 56 percent year-over-year in Southern California on a 2833 percent higher average community count. The lower level of sales activity in Southern California was due to: (1) a softening in buyer demand most notably in San Diego and Orange County, (2) reduced product availability in our Los Angeles division, and (3) an increase in our cancellation rate to more normalized levels. However, new orders were up year over year, in the Inland Empire, our largest and most affordable divisionacross all divisions in the region and in Ventura County.(2) a doubling of our cancellation rate. In Northern California, new home orders were down 5948 percent on a 1931 percent lowerhigher average community count. The year-over-year decrease in new home orders during the 2006 first quarter reflected a slowdown in order activitydemand that began in the latter half of 2005 fromcompared to the robust pace experienced in 2004 and the first half of 2005, combined with a reduction2005. Net order activity, however, was up slightly year-over-year in

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the number of active selling communities. The decrease in community count is particularly pronounced in our South Bay division where we experienced rapid sellouts in 2004 and 2005 and where a number of our new projects are targeted for 2006. While there was a noticeable slowing of demand in Sacramento in the second half of 2005, orders from our new Sacramento projects during the quarter were generally good. Sacramento.

New home orders were down 4067 percent in Florida on a 13 percent lower community count. A number of factors contributed to the year-over-year decrease in Florida order activity: (1) a softening in buyer demand, most notably in South Florida and Southwest Florida, Jacksonville and Orlando, (2) a nearly threefold increase in our cancellation rate, and (3) reduced product availability in our Orlando and Jacksonville divisions, (3) continued intentional slowing of orders in certain circumstances in Tampa to better align production and sales, and (4) a modest increase in our cancellation rate.divisions.

In Arizona, new home orders were down 562 percent on a 100 percent higher average community count. The Phoenix market hasis clearly moderated from the unsustainable pace of the last few years. However, we believe that absorption levelsexperiencing challenging market conditions for new and existing homes are returningas evidenced by the surge in our cancellation rate during the second quarter and the increasing need for incentives to a more normal level accompanied by a generally normal level of cancellations.sell homes.

Orders were down 916 percent in the Carolinas on an 11a 5 percent lower community count, and up 10788 percent in Texas on a 5654 percent higher average community count. The Texas total for the 2006 firstsecond quarter includes 251included 223 net new home orders generated from 1716 communities generated from our new San Antonio division. In Colorado, orders were up 37 percent on a flatan 18 percent higher community count. Housing market conditions in our Carolina and Texas markets are improvinggenerally improved compared to the year earlier period while housing market conditions in Colorado still remain challenging. In addition, we generated 11 orders duringThe tone of the 2006 first quarter from our new homebuilding joint venture in Chicago.Carolina markets, while off slightly year-over-year, generally appears good.

Our cancellation rate (excluding joint ventures) for the 2006 firstsecond quarter was 2436 percent, up from the year earlier rate of 17 percent, but down slightly from the 2005 fourth quarter. Our15 percent. As mentioned above, our cancellation rate was generally higher year over yearup meaningfully year-over-year in California, Florida and Arizona, ranging from approximately 20 percent in Arizona to 30 percent in California.Arizona.

The 2006 firstsecond quarter backlog of 6,3235,480 presold homes (excluding 197240 joint venture homes) was valued at $2.4$2.1 billion (excluding $107$128 million of joint venture backlog), an increasea decrease of 6 percent17% from the March 31,June 30, 2005 backlog value.value, reflecting the slowdown in order activity during 2006, particularly in the second quarter.

We ended the second quarter of 2006 with 195203 active selling communities (excluding 710 joint venture communities), a 1723 percent increase over the year earlier period.from June 30, 2005. We are projecting to open approximately 140110 to 145120 new communities during 2006 compared to 92 last year. The revised new community target for the year reflects adjustments in all of our markets with the largest reduction in new openings weighted more toward the second halfin Arizona as a result of the year. As a result, wemeaningful slowing of housing demand in the state. We are targeting 215 activeapproximately 245 communities by mid year and 245 by the end of 2006.2006, representing a 35 percent year-over-year increase.

Financial Services

In the 2006 firstsecond quarter, we generated a pretax lossincome of $63,000 versus a modest profit$744,000 compared to $1.3 million in the sameyear earlier period last year from our financial services subsidiary,subsidiary. The lower level of profitability was driven primarily by a decrease in margins on loans sold and a decline in the amount of net interest income earned on loans held for sale, which currently offers mortgage-banking services to our homebuyerswere partially offset by an increase in California, Arizona, Texas, Colorado and South Florida. The slight loss was primarily driven by lower margins onthe dollar volume of loans sold.

Financial services joint venture income, which is derived from mortgage banking joint ventures with third party financial institutions operating in conjunction with our homebuilding divisions in the Carolinas, and Tampa, Orlando and Southwestern Florida, was up 52down 25 percent to $667,000.$374,000. The higherlower level of

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income was primarily due to an increase in the combined numbertransition this year of new home deliveries in these markets.our Colorado operations from a joint venture arrangement to our wholly owned financial services subsidiary.

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Liquidity and Capital Resources

Our principal uses of cash have been for land acquisitions, construction and development expenditures, operating expenses, market expansion (including acquisitions), investments in land development and homebuilding joint ventures, principal and interest payments on debt, share repurchases, and dividends to our stockholders. Cash requirements have been met by internally generated funds, outside borrowings, including our public and private term note offerings and by our bank revolving credit facility, land option contracts, joint venture financings, land seller notes, assessment district bond financings, and through the sale of our common equity through public offerings. To a lesser extent, capital has been provided through the issuance of common stock as acquisition consideration as well as from proceeds received upon the exercise of employee stock options. In addition, our mortgage financing subsidiary requires funding to finance its mortgage lending operations. Its cash needs are funded from mortgage credit facilities and internally generated funds. Based on our current business plan and market conditions, we believe that these sources of cash should be sufficient to finance our current working capital requirements and other needs.

During the threesix months ended March 31,June 30, 2006, our homebuilding debt increased by approximately $387.4$571.7 million. These funds, in addition to cash flow from operations and cash balances available at the beginning of the period, were used to finance our $313.0$458.4 million increase in homebuilding assets as well as fund $47.7$104.7 million in stock repurchases and $2.7$5.3 million in dividends paid during the quarter.period. The increased investment in our homebuilding operations was made to support our current operations and long-term growth initiatives, which consistinitiatives; however, in light of increasing delivery volumethe recent slowing in the housing market, we have intensified our established divisions as well as expansion into new geographic markets. We expecteffort to further increasemanage our net investment in homebuilding assets in 2006 as we continue to pursuecash flows, including slowing our growth initiatives. However, we are constantly evaluatingconstruction starts and reducing our capital investment plan so we may be able to respond to changes in market conditions as necessary.outlays for new land purchases.

An important focus of management is controlling our leverage. Careful consideration is given to balancing our desire to further our strategic long-term growth initiatives while maintaining a targeted balance of our debt levels relative to our stockholders’ equity. Our leverage has generally fluctuated over the past several years in the range of 45 percent to 55 percent (as measured by adjusted net homebuilding debt, which reflects the offset of homebuilding cash and excludes indebtedness of our financial services subsidiary and liabilities from inventories not owned, to total book capitalization). Our leverage and debt levels, including usage of our bank revolving credit facility, can be impacted quarter-to-quarter by seasonal cash flow factors, as well as other factors, such as the timing and magnitude of deliveries, land purchases, and acquisitions of other homebuilders.

In August 2005, we amended our unsecured revolving credit facility with our bank group to, among other things, increase the lending commitments under the credit facility to $925 million (which was increased pursuant to an accordion feature to $1.1 billion in March 2006), extend the maturity date to August 2009 and revise certain financial and other covenants. On May 5, 2006, we amended our revolving credit facility to, among other things, increase the accordion provision allowing us, at our option, to increase the total aggregate commitment under the revolving credit facility up to $1.5 billion, subject to certain conditions, including the availability of additional bank lending commitments. Certain of our wholly owned subsidiaries guarantee our obligations under the facility.

The revolving credit facility contains financial covenants, including the following:

 

a covenant that, as of March 31,June 30, 2006, requires us to maintain not less than $1,309.0$1,357.3 million of consolidated tangible net worth (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings)offerings but is not subject to decrease based on subsequent losses);

 

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a leverage covenant that prohibits any of the following:

 

our ratio of combined total homebuilding debt to adjusted consolidated tangible net worth from being in excess of 2.25 to 1.0;

 

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our ratio of the carrying value of unsold land (land that has not yet undergone vertical construction and has not been sold to a homebuyer or other third party) to adjusted consolidated tangible net worth from being in excess of 1.60 to 1.0; and

 

an interest coverage covenant that prohibits our ratio of homebuilding EBITDA to consolidated homebuilding interest incurred for any period consisting of the preceding four consecutive fiscal quarters from being less than 1.75 to 1.0.

The revolving credit facility also limits, among other items, our investments in joint ventures. These covenants, as well as a borrowing base provision, limit the amount we may borrow or keep outstanding under the revolving credit facility and from other sources. At March 31,June 30, 2006, we had $590.0$424.8 million of borrowings outstanding and had issued approximately $80.1$73.4 million of letters of credit under the revolving credit facility. Interest rates charged under this revolving credit facility include LIBOR and prime rate pricing options. As of and for the threesix months ended March 31,June 30, 2006, we were in compliance with the covenants of this revolving credit facility. The increase in the balance since December 31, 2005 was primarily due to the timing of land purchases and seasonal working capital needs. Our ability to renew and extend the term of this revolving credit facility in the future is dependent upon a number of factors including the state of the commercial lending environment, the willingness of banks to lend to homebuilders, and our financial condition and strength.

We utilize three mortgage credit facilities to fund mortgage loans originated by our financial services subsidiary with a total aggregate commitment of $170 million. During certain periods, one of the mortgage credit facilities provides for additional borrowing capacity ranging from $30 million to $90 million, which is not included in the total aggregate commitment amount above. Mortgage loans are typically financed under the mortgage credit facilities for a short period of time, approximately 15 to 60 days, prior to completion of the sale of such loans to third party investors. The mortgage credit facilities, which have LIBOR based pricing, also contain certain financial covenants relating to our financial services subsidiary including leverage and net worth covenants and have current maturity dates, if not renewed, ranging from June 24,September 22, 2006 to April 30, 2007. It is our intention to renew or replace these facilities. At March 31,June 30, 2006, we had approximately $111.1$84.6 million advanced under these mortgage credit facilities.

We evaluate our capital needs and public capital market conditions on a continual basis to determine if and when it may be advantageous to issue additional securities. There may be times when the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we may not be able to access capital from these sources and may need to seek additional capital from our bank group, other sources or adjust our capital outlays and expenditures accordingly. In addition, a weakening of our financial condition or strength, including in particular a material increase in our leverage or decrease in our profitability or our interest coverage ratio, could result in a credit ratings downgrade or change in outlook or otherwise increase our cost of borrowing and adversely affect our ability to obtain necessary funds.

On May 5, 2006, we entered into a $100 million Senior Term Loan A (“Term Loan A”) and a $250 million Senior Term Loan B (collectively,(“Term Loan B” and collectively with Term Loan A, the “Term Loans”). The Term Loans rank equally with borrowings under our revolving credit facility and our senior public notes (the Term Loans, our revolving credit facility and our senior public notes collectively referred to herein as our “Senior Indebtedness”). So long as Term Loan B remains outstanding, all of our Senior Indebtedness will be secured on an equal and ratable basis by the pledge of the stock or other ownership interests of certain of our homebuilding subsidiaries. At such time as Term Loan B is repaid in full, the pledge will terminate with respect to all of the Senior Indebtedness. The Term Loan A and Term Loan B will mature on May 5, 2011 and May 5, 2013, respectively. The Term Loans bear interest at LIBOR based pricing. Interest payment dates for the Term Loans vary based on the duration of the applicable LIBOR contracts or prime based borrowings but at a minimum are paid quarterly. In May 2006, we entered into interest rate swap agreements that effectively convert the variable interest rates on our Term Loan A and Term Loan B to fixed interest rates of 6.58 percent and 7.03 percent, respectively. The Term Loans are prepayable at our option, with the Term Loan B having a prepayment penalty, under certain circumstances, if repaid within the first year after issuance. Net proceeds from the Term Loans were used to repay a portion of the outstanding balance of our revolving credit facility.

We evaluate our capital needs and public capital market conditions on a continual basis to determine if and when it may be advantageous to issue additional securities. There may be times when the public debt or

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As of May 5, 2006, after using the proceedsequity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we may not be able to access capital from the Term Loansthese sources and may need to repayseek additional capital from our bank group, other sources or adjust our capital outlays and expenditures accordingly. In addition, a portion of the outstanding balanceweakening of our revolvingfinancial condition or strength, including in particular a material increase in our leverage or decrease in our profitability or our interest coverage ratio, could result in a credit facility, we had $416.0 millionratings downgrade or change in borrowings outstandingoutlook or otherwise increase our cost of borrowing and had issued $80.2 million in letters of credit under the revolving credit facility.adversely affect our ability to obtain necessary funds.

From time to time, we use purchase money mortgage financing to finance land acquisitions. We also use community development district (“CDD”), community facilities district or other similar assessment district bond financings from time to time to finance land development and infrastructure costs. Subject to certain exceptions, we generally are not responsible for the repayment of these assessment district bonds. At March 31,June 30, 2006, we had approximately $77.5$76.9 million outstanding in trust deed and other notes payable, including CDD bonds, under which we had a direct repayment obligation.

We paid approximately $2.7$5.3 million, or $0.04$0.08 per common share, in dividends to our stockholders during the threesix months ended March 31,June 30, 2006. We expect that this dividend policy will continue but is subject to regular review by our Board of Directors. Common stock dividends are paid at the discretion of our Board of Directors and are dependent upon various factors, including our future earnings, our financial condition and liquidity, our capital requirements, and applicable legal and contractual restrictions. Additionally, our revolving credit facility, and public note indentures and Term Loans impose restrictions on the amount of dividends we may be able to pay. On April 25,July 26, 2006, our Board of Directors declared a quarterly cash dividend of $0.04 per share of common stock. This dividend will be paid on May 25,August 24, 2006 to stockholders of record on May 11,August 10, 2006.

During the threesix months ended March 31,June 30, 2006, we issued 252,629316,931 shares of common stock pursuant to the exercise of stock options for cash consideration of approximately $1.2$1.8 million.

On July 26, 2006, our Board of Directors authorized a new $50 million stock repurchase plan, which replaced our previously authorized stock repurchase plan. From January 1, 2006 through May 4,July 25, 2006, we repurchased 1,417,925approximately 3.3 million shares of common stock for approximately $47.7 million. We currently have $57.4$104.7 million available for future repurchases under our existing $100 million Board of Directorspreviously authorized stock repurchase plans. Through August 2, 2006, no shares have been repurchased under our new stock repurchase plan.

Off-Balance Sheet Arrangements

We are subject to customary obligations associated with entering into contracts for the purchase of land and improved homesites. These purchase contracts typically require a cash deposit or delivery of a letter of credit, 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. At March 31,June 30, 2006, we had cash deposits and letters of credit outstanding of approximately $105.5$67.3 million on land purchase contracts having a total remaining purchase price of approximately $1,308.0$764.5 million. Approximately $258.6$108.8 million of the remaining purchase price is included in inventories not owned in the accompanying condensed consolidated balance sheets.

We also utilize option contracts with land sellers and third-party financial entities as a method of acquiring land in staged takedowns and reducing the use of funds from our revolving credit facility and other corporate financing sources. These option contracts also help us manage the financial and market risk associated with land holdings. Option contracts generally require the payment of a non-refundable cash deposit or the issuance of a letter of credit for the right to acquire lots over a specified period of time at predetermined prices. We generally have the right at our discretion to terminate our obligations under these option agreements by forfeiting our cash deposit or by repaying amounts drawn under the letter of credit with no further financial responsibility to the land seller. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown,

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which we will effectively forfeit should we not exercise the option. At March 31,June 30, 2006, we had cash deposits and letters of credit outstanding of approximately $58.7$63.9 million on option contracts having a total remaining purchase price of approximately $868.4$846.5 million. Approximately $83.6$97.7 million of the remaining purchase price is included in inventories not owned in the accompanying condensed consolidated balance sheets. Our utilization of option contracts is dependent on, among other things, the availability of capital to the option provider, general housing market conditions and geographic preferences. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

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We enter into land development and homebuilding joint ventures from time to time as a means of accessing lot positions, expanding our market opportunities, establishing strategic alliances, managing our risk profile and leveraging our capital base. These joint ventures typically obtain secured acquisition, development and construction financing, which reducesreduce the use of funds from our revolving credit facility and other corporate financing sources. We plan to continue using these types of arrangements to finance the development of properties as opportunities arise. At March 31,June 30, 2006, our unconsolidated joint ventures had borrowings outstanding that totaled approximately $675.4$1,250.1 million that, in accordance with U.S. generally accepted accounting principles, are not recorded in the accompanying condensed consolidated balance sheets and equity that totaled $832.0$922.6 million. We and our joint venture partners generally provide credit enhancements to these borrowings in the form of loan-to-value maintenance agreements, which require us under certain circumstances to repay the venture’s borrowings to the extent such borrowings plus construction completion costs exceed a specified percentage of the value of the property securing the loan. Either a decrease in the value of the property securing the loan or an increase in construction completion costs could trigger this payment obligation. Typically, we share these obligations with our other partners, and in some instances, these obligations are subject to limitations on the amount that we could be required to pay down. At March 31,June 30, 2006, approximately $437.9$552.0 million of our unconsolidated joint venture borrowings were subject to these credit enhancements by us and our partners (exclusive of credit enhancements of our partners with respect to which we are not liable).

In addition, we and our joint venture partners are generally obligated to the project lenders to complete land development improvements and the construction of planned homes if the joint venture does not perform the required development and construction. Provided we and the other joint venture partners are in compliance with these completion obligations, the project lenders would be obligated to fund these improvements through any financing commitments available under the applicable joint venture development and construction loans. We and our joint venture partners have from time to time provided unsecured environmental indemnities to joint venture project lenders. In some instances, these indemnities are subject to caps. In each case, we have performed due diligence on potential environmental risks. These indemnities obligate us to reimburse the project lenders for claims related to environmental matters for which they are held responsible.

We and our joint venture partners have also agreed to indemnify third party surety providers with respect to performance bonds issued on behalf of certain of our joint ventures. If a joint venture does not perform its obligations, the surety bond could be called. If these surety bonds are called and the joint venture fails to reimburse the surety, we and our joint venture partners would be obligated to indemnify the surety. These surety indemnity arrangements are generally joint and several obligations with our joint venture partners. At March 31,June 30, 2006, our joint ventures had approximately $168.0$163.0 million of surety bonds outstanding subject to these indemnity arrangements by us and our partners.

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Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R replaces SFAS 123 and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). SFAS 123R requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. SFAS 123R requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees

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except for equity instruments held by employee share ownership plans. SFAS 123R applies to all awards granted after the effective date and to awards modified, repurchased or cancelled after that date.

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS 123R using the modified prospective transition method. In accordance with the modified prospective transition method, results for prior periods have not been restated. Prior to January 1, 2006, we accounted for all stock-based awards granted, modified or settled after December 31, 2002 under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation.” Grants made prior to January 1, 2003 were accounted for under APB 25. The adoption of SFAS 123R did not have a material impact on our financial condition or results of operations for the threesix months ended March 31,June 30, 2006, as there were no stock-based awards for which the requisite service period had not been rendered that were accounted for under APB 25.

Prior to the adoption of SFAS 123R, we presented all tax benefits related to deductions resulting from the exercise of stock options, vesting of performance share awards and vesting of restricted stock as operating activities in the consolidated statements of cash flows. SFAS 123R requires that cash flows resulting from tax benefits related to tax deductions in excess of the compensation expense recognized for stock-based awards (excess tax benefits) be classified as financing cash flows. As a result, we classified $2.1$2.5 million of excess tax benefits as financing cash inflows in our condensed consolidated statement of cash flows for the threesix months ended March 31,June 30, 2006. In accordance with SFAS 123R, no reclassification was made to our condensed consolidated statements of cash flows for excess tax benefits for the threesix months ended March 31,June 30, 2005.

On March 29, 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the Staff’s interpretation of share-based payments. This interpretation expresses the views of the Staff regarding the interaction between SFAS 123R and certain SEC rules and regulations and provide the Staff’s views regarding the valuation of share-based payment arrangements for public companies. We adopted SAB 107 in connection with our adoption of SFAS 123R. The adoption of SAB 107 did not have a material impact on our financial condition or results of operations.

On June 29, 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-5”). The scope of EITF 04-5 is limited to limited partnerships or similar entities (such as limited liability companies that have governing provisions that are the functional equivalent of a limited partnership) that are not variable interest entities under FIN 46R and provides a new framework for addressing when a general partner in a limited partnership, or managing member in the case of a limited liability company, controls the entity and, as a result, consolidation of the entity may be required. EITF 04-5 was effective after June 29, 2005 for new entities formed after such date and for existing entities for which the agreements are subsequently modified and was effective for our fiscal year beginning January 1, 2006 for all other entities. The initial adoption of EITF 04-5 for new entities formed after June 29, 2005, and the adoption for new entities formed prior to June 29, 20062005 did not have a material impact on our financial position. Since we recognize our proportionate share of joint venture earnings and losses under the equity method of accounting, the adoption of EITF 04-5 did not impact our consolidated net income.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 defines the threshold for recognizing the benefits of tax return positions as well as guidance regarding the measurement of the resulting tax benefits. FIN 48 requires an enterprise to recognize the financial statement effects of a tax position when it is “more likely than not” (defined as a likelihood of more than 50 percent), based on the technical merits, that the position will be sustained upon examination. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 will be effective for our fiscal year beginning January 1, 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to retained earnings, if any. We are currently evaluating the impact of adopting FIN 48 on our financial condition and results of operations.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks related to fluctuations in interest rates on our rate-locked loan commitments, mortgage loans held for sale and outstanding variable rate debt. Other than interest rate swaps used to manage our exposure to changes in interest rates on our variable rate-based senior notes and forward sale commitments of mortgage-backed securities entered into by our financial services subsidiary for the purpose of hedging interest rate risk as described below, we did not utilize swaps, forward or option contracts on interest rates, foreign currencies or commodities, or other types of derivative financial instruments as of or during the threesix months ended March 31,June 30, 2006. We do not enter into or hold derivatives for

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trading or speculative purposes. You should be aware that many of the statements contained in this section are forward looking and should be read in conjunction with our disclosures under the heading “Forward-Looking Statements.”

In May 2006, we entered into interest rate swap agreements that effectively convert the variable interest rates on our Term Loan A and Term Loan B to fixed interest rates of 6.58 percent and 7.03 percent, respectively. The swap agreements have been designated as cash flow hedges and, accordingly, are reflected at their fair market value in other assets in our consolidated balance sheets at June 30, 2006. The related income or loss is deferred, net of tax, in stockholders’ equity as accumulated other comprehensive income. We believe that there will be no ineffectiveness related to the interest rate swaps, and therefore, no portion of the accumulated other comprehensive income will be reclassified into future earnings. The net effect on our operating results is that the interest on the variable rate debt being hedged is recorded based on a fixed rate of interest. As of June 30, 2006, we have recorded cumulative after-tax other comprehensive income of $383,000 relating to the swap agreements. The estimated fair value of the swap agreements, based on current market rates, approximated $383,000, net of taxes of $236,000 at June 30, 2006 and are included in other assets.

As part of our ongoing operations, we provide mortgage loans to our homebuyers through our financial services subsidiary, Family Lending, and our joint ventures, Westfield HomeSPH Mortgage and Home First Funding. Our mortgage banking joint ventures, and to a lesser extent, Family Lending, manage the interest rate risk associated with making loan commitments and holding loans for sale by preselling loans. Preselling loans consists of obtaining commitments (subject to certain conditions) from investors to purchase the mortgage loans while concurrently extending interest rate locks to loan applicants. In the case of our financial services joint ventures, these loans are presold and promptly transferred to their respective financial institution partners or third party investors. In the case of Family Lending, these loans are presold to third party investors. Before completing the sale to these investors, Family Lending finances these loans under its mortgage credit facilities for a short period of time (typically for 15 to 30 days), while the investors complete their administrative review of the applicable loan documents. Due to the frequency of these loan sales and the commitments from its third party investors, we believe the market rate risk associated with loans originated on this basis by Family Lending is minimal. As of March 31,June 30, 2006, Family Lending held approximately $17.8$16.8 million in closed mortgage loans held for sale and mortgage loans in process that were presold to third party investors subject to completion of the investors’ administrative review of the applicable loan documents.

To enhance potential returns on the sale of mortgage loans, Family Lending also originates a substantial portion of its mortgage loans on a non-presold basis. When originating on a non-presold basis, Family Lending locks interest rates with its customers and funds loans prior to obtaining purchase commitments from third party investors, thereby creating interest rate risk. To hedge this interest rate risk, Family Lending enters into forward sale commitments of mortgage-backed securities. Loans originated in this manner are typically held by Family Lending and financed under its mortgage credit facilities for 15 to 60 days before the loans are sold to third party investors. Family Lending utilizes the services of a third party advisory firm to assist with the execution of its hedging strategy for loans originated on a non-presold basis. While this hedging strategy is designed to assist Family Lending in mitigating risk associated with originating loans on a non-presold basis, these instruments involve elements of market risk that could result in losses on loans originated in this manner. In addition, volatility in mortgage interest rates can also increase the costs associated with this hedging program and therefore, adversely impact margins on loan sales. As of March 31,June 30, 2006, Family Lending had approximately $143.7$139.3 million of closed mortgage loans held for sale and loans in process that were or are expected to be originated on a non-presold basis, of which approximately $132.4$121.7 million were hedged by forward sale commitments of mortgage-backed securities.

 

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ITEM 4.CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), including controls and procedures to timely alert management to material information relating to Standard Pacific Corp. and subsidiaries required to be included in our periodic SEC filings. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which represent our expectations or beliefs concerning future events, including, but not limited to, statements regarding:

 

the impact of demographic trends and supply constraints on the demand for and supply of housing;

 

a slowdown in demand and a decline in new home orders;

 

our focus on generating strong financial returns;

 

our outlook and expected deliveries and revenues;

 

housing market conditions in the geographic markets in which we operate;

 

sales orders, our backlog of homes and the estimated sales value of our backlog;

 

expected new community openings and active communities;

 

our intent to continue to utilize joint venture vehicles;

 

the sufficiency of our capital resources and ability to access additional capital;

 

long-term growth initiativesinitiatives;

intensified efforts to manage cash flows, including slowing construction starts and our intent to increase our net investment in homebuilding assets;reducing outlays for new land purchases;

 

management’s focus on controlling leverage and the seasonal nature of borrowings;

our ability to exercise the revolving credit facility accordion feature, subject to certain conditions;

 

our intent to renew or replace our mortgage credit facilities;

 

expected common stock dividends;

 

our exposure to loss with respect to land under purchase contract and optioned property and property;

the extent of our liability for VIE obligations;

 

our exposure to market risks, including fluctuations in interest rates;

the estimated fair value of our swap agreements and our expectation that they will have no impact on future earnings;

 

the effectiveness and adequacy of our disclosure and internal controls;

 

our accounting treatment of stock-based compensation and the potential value of and expense related to stock option grants;

 

our disclosure and internal controls; and

 

the impact of recent accounting pronouncements.

 

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Forward-looking statements are based on current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors—many of which are out of our control and difficult to forecast—that may cause actual results to differ materially from those that may be described or implied. Such factors include but are not limited to:

 

local and general economic and market conditions, including consumer confidence, employment rates, interest rates, the cost and availability of mortgage financing, and stock market, home and land valuations;

 

the supply of homes available for sale in the new and resale markets;

 

the impact on economic conditions of terrorist attacks or the outbreak or escalation of armed conflict;

 

the cost and availability of suitable undeveloped land, building materials and labor;

 

the cost and availability of construction financing and corporate debt and equity capital;

 

our significant amount of debt and the impact of restrictive covenants in our credit agreements, public notes and public notes;private term loans;

 

the demand for single-family homes;

 

cancellations of purchase contracts by homebuyers;

 

the cyclical and competitive nature of our business;

 

governmental regulation, including the impact of “slow growth,” “no growth,” or similar initiatives;

 

delays in the land entitlement and other approval processes, development, construction, or the opening of new home communities;

 

adverse weather conditions and natural disasters;

 

environmental matters;

 

risks relating to our mortgage banking operations, including hedging activities;

 

future business decisions and our ability to successfully implement our operational, growth and other strategies;

 

risks relating to acquisitions;

 

litigation and warranty claims; and

 

other risks discussed in our filings with the Securities and Exchange Commission, including in our most recent Annual Report on Form 10-K.

We assume no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements. We nonetheless reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

 

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PART II. OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS

Not applicable.

 

ITEM 1A.RISK FACTORS

There has been no material change in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2005. For a detailed description of our risk factors, refer to Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2005.

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31,June 30, 2006, we repurchased the following shares under our stock repurchase program (dollars in thousands, except per share amounts):

 

Period

  Total Number
of Shares
Purchased
(1)(2)
  Average
Price Paid
per Share
  Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
  Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plan or Program (1)

January 1, 2006 to January 31, 2006

  70,000  $36.93  70,000  $53,640

February 1, 2006 to February 28, 2006

  613,825   34.98  542,400   81,027

March 1, 2006 to March 31, 2006

  734,100   32.22  734,100   57,377
          

Total

  1,417,925  $33.65  1,346,500  
          

Period

  Total Number
of Shares
Purchased
(1)(2)
  Average Price
Paid per
Share
  Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
  Approximate Dollar
Value of Shares that
May Yet be
Purchased Under
the Plan or
Program (1)

April 1, 2006 to April 30, 2006

  —    $—    —    $57,377

May 1, 2006 to May 31, 2006

  1,704,829   30.75  1,703,500   4,991

June 1, 2006 to June 30, 2006

  176,100   25.95  176,100   422
          

Total

  1,880,929  $30.30  1,879,600  
          

 

(1)In October 2005, our Board of Directors authorized a $100 million stock repurchase plan (the “October 2005 Plan”), which replaced our previously authorized stock repurchase plan. On February 1, 2006, our Board of Directors authorized a new $100 million stock repurchase plan, (the “February 2006 Plan”), which replaced the October 2005 Plan.our previously authorized stock repurchase plan. On July 26, 2006, our Board of Directors authorized a new $50 million stock repurchase plan, which replaced our previously authorized stock repurchase plan. The stock repurchase plan authorized by the Board of Directors has no stated expiration date.

During the quarter ended March 31,June 30, 2006, we repurchased an aggregate of 70,0001,879,600 shares of common stock under the October 2005 Planour previously authorized stock repurchase plan for approximately $2.6 million and 1,276,500 shares of common stock under the February 2006 Plan for approximately $42.6$57.0 million. From AprilJuly 1, 2006 through May 4,August 2, 2006, no shares were repurchased.repurchased leaving a balance of $50 million for future stock repurchases.

 

(2)Total number of shares purchased in FebruaryMay 2006 included 71,4251,329 shares of our common stock delivered to us to satisfy tax withholding obligations that arose upon the vesting of performance share awards and restricted stock.

Except as set forth above, we have not repurchased any of our equity securities.

 

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ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

 

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.At our Annual Meeting held on May 10, 2006, Standard Pacific’s stockholders re-elected Michael C. Cortney, Ronald R. Foell and Jeffery V. Peterson as Class III directors. In addition, the term of office of the following Class I and II directors continued after the Annual Meeting: Andrew H. Parnes, James L. Doti, Frank E. O’Bryan, Stephen J. Scarborough, Douglas C. Jacobs and Larry D. McNabb. A stockholder proposal, requesting that we provide stockholders with an assessment of our response to rising regulatory, competitive, and public pressure to increase energy efficiency, was not approved. Voting at the meeting was as follows:

 

Matter

  Votes Cast
For
  Votes Cast
Against
  Votes
Withheld
  Broker
Non-Votes

Election of Michael C. Cortney

  56,539,633  N/A  3,995,090  N/A

Election of Ronald R. Foell

  54,018,435  N/A  6,516,288  N/A

Election of Jeffery V. Peterson

  60,185,758  N/A  348,965  N/A

Disapproval of Stockholder proposal

  18,003,849  27,863,842  2,783,487  11,883,545

ITEM 5.OTHER INFORMATION

Not applicable.

 

ITEM 6.EXHIBITS

 

4.13.1  Twelfth Supplemental Indenture,Restated Certificate of Incorporation of the Registrant dated as of May 5, 2006, by and between the Registrant and J.P. Morgan Trust Company, National Association, as trustee.July 27, 2006.
10.13.2  Amendment to Revolving Credit Agreement,Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of the Registrant dated as of May 5, 2006, by and among the Registrant, Bank of America, N.A., and the several lenders named therein.
10.2Term Loan A Credit Agreement, dated as of May 5, 2006, by and among the Registrant, Bank of America, N.A., and the several lenders named therein.
10.3Term Loan B Credit Agreement, dated as of May 5, 2006, by and among the Registrant, Bank of America, N.A., and the several lenders named therein.July 27, 2006.
31.1  Certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2  Certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

Pursuant to the requirements 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.

 

  

STANDARD PACIFIC CORP.

                      (Registrant)

Dated: May 5,August 3, 2006

  

By:

 

/s/ STEPHEN J. SCARBOROUGH

    

Stephen J. Scarborough

Chairman of the Board of Directors

and Chief Executive Officer

Dated: May 5,August 3, 2006

  

By:

 

/s/ ANDREW H. PARNES

    

Andrew H. Parnes

Executive Vice President - Finance

and Chief Financial Officer

 

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