Senior Notes and Secured Indebtedness (Notes) | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Senior Notes and Secured Indebtedness | ' |
Note 5—Senior Notes and Secured Indebtedness |
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| Successor | | | | | | | | | | | | | | | | |
| 30-Jun-14 | | 31-Dec-13 | | | | | | | | | | | | | | | | |
Notes payable: | | | | | | | | | | | | | | | | | | | |
Construction notes payable | $ | 29,878 | | | $ | 24,198 | | | | | | | | | | | | | | | | | |
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Seller financing | 6,028 | | | 13,862 | | | | | | | | | | | | | | | | | |
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Revolving lines of credit | — | | | — | | | | | | | | | | | | | | | | | |
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Total notes payable | $ | 35,906 | | | $ | 38,060 | | | | | | | | | | | | | | | | | |
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Senior notes: | | | | | | | | | | | | | | | | | | | |
5 3/4% Senior Notes due April 15, 2019 | $ | 150,000 | | | $ | — | | | | | | | | | | | | | | | | | |
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8 1/2% Senior Notes due November 15, 2020 | 430,732 | | | 431,295 | | | | | | | | | | | | | | | | | |
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Total senior notes | $ | 580,732 | | | $ | 431,295 | | | | | | | | | | | | | | | | | |
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Total notes payable and senior notes | $ | 616,638 | | | $ | 469,355 | | | | | | | | | | | | | | | | | |
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As of June 30, 2014, the maturities of the Notes payable, 5 3/4% Senior Notes, and 8 1/2% Senior Notes are as follows (in thousands): |
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Year Ending December 31, | | | | | | | | | | | | | | | | | | | | | |
2014 | $ | 486 | | | | | | | | | | | | | | | | | | | | | |
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2015 | 5,542 | | | | | | | | | | | | | | | | | | | | | |
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2016 | 29,878 | | | | | | | | | | | | | | | | | | | | | |
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2017 | — | | | | | | | | | | | | | | | | | | | | | |
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2018 | — | | | | | | | | | | | | | | | | | | | | | |
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Thereafter | 575,000 | | | | | | | | | | | | | | | | | | | | | |
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| $ | 610,906 | | | | | | | | | | | | | | | | | | | | | |
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Maturities above exclude premium of $5,732 as of June 30, 2014. |
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Senior Notes |
5 3/4% Senior Notes Due 2019 |
On March 31, 2014, William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent (“California Lyon”) completed its private placement with registration rights of 5.75% Senior Notes due 2019 (the "5.75% Notes"), in an aggregate principal amount of $150 million. The 5.75% Notes were issued at 100% of their aggregate principal amount. |
As of June 30, 2014, the outstanding amount of the notes was $150 million. The notes bear interest at a rate of 5.75% per annum, payable semiannually in arrears on April 15 and October 15, and mature on April 15, 2019. The 5.75% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and certain of its existing and future direct and indirect wholly-owned subsidiaries. The 5.75% Notes and the related guarantees are California Lyon’s and the guarantors’ unsecured senior obligations and rank equally in right of payment with all of California Lyon’s and the guarantors’ existing and future unsecured senior debt, including California Lyon’s $425 million in aggregate principal amount of 8.5% Senior Notes due 2020, as described below. The 5.75% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 5.75% Notes and the guarantees are and will be effectively junior to California Lyon’s and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt. |
On or after April 15, 2016, California Lyon may redeem all or a portion of the 5.75% Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the period beginning on each of the dates indicated below: |
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Year | Percentage | | | | | | | | | | | | | | | | | | | | | |
15-Apr-16 | 104.313 | % | | | | | | | | | | | | | | | | | | | | | |
15-Oct-16 | 102.875 | % | | | | | | | | | | | | | | | | | | | | | |
15-Apr-17 | 101.438 | % | | | | | | | | | | | | | | | | | | | | | |
April 15, 2018 and thereafter | 100 | % | | | | | | | | | | | | | | | | | | | | | |
Prior to April 15, 2016, the 5.75% notes may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, and accrued and unpaid interest to, the redemption date. |
In addition, any time prior to April 15, 2016, California Lyon may, at its option on one or more occasions, redeem the 5.75% Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the 5.75% Notes issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 105.75%, plus accrued and unpaid interest to the redemption date, with an amount equal to the net cash proceeds from one or more equity offerings by Parent. |
The indenture governing the 5.75% Notes contains covenants that limit the ability of Parent, California Lyon, and their restricted subsidiaries to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends, distributions, or repurchase equity or make payments in respect of subordinated indebtedness; (iii) make certain investments; (iv) sell assets; (v) incur liens; (vi) enter into agreements restricting the ability of the Company’s restricted subsidiaries to pay dividends or transfer assets; (vii) enter into transactions with affiliates; (viii) create unrestricted subsidiaries; and (viii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications as described in the Indenture. The Company was in compliance with all such covenants as of June 30, 2014. |
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8 1/2% Senior Notes Due 2020 |
On November 8, 2012, California Lyon completed its offering of 8 1/2% Senior Notes due 2020, (the "initial 8.5% notes"), in an aggregate principal amount of $325 million. The initial 8.5% Notes were issued at 100% of their aggregate principal amount. |
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On October 24, 2013, California Lyon completed the sale of an additional $100.0 million in aggregate principal amount of its 8.5% Senior Notes due 2020 (the “additional 8.5 % Notes”, and together with the initial 8.5% notes, the "8.5% Notes" ) at an issue price of 106.5% of their aggregate principal amount, plus accrued interest from and including May 15, 2013, resulting in net proceeds of approximately $104.6 million. |
As of both June 30, 2014 and December 31, 2013, the outstanding principal amount of the 8.5% Notes was $431 million. The 8.5% Notes bear interest at a rate of 8.5% per annum, payable semiannually in arrears on May 15 and November 15, and mature on November 15, 2020. The 8.5% Notes are are unconditionally guaranteed on a joint and several unsecured basis by Parent and by certain of its existing and future subsidiaries. The 8.5% Notes are California Lyon's and the guarantors' senior unsecured obligations. The 8.5% Notes and the guarantees rank senior to all of California Lyon’s and the guarantors’ existing and future subordinated debt, and rank equally in right of payment with all of California Lyon's and the guarantors' existing and future unsecured senior debt, including the 5.75% Notes. The 8.5% Notes and the guarantees are and will be effectively junior to any of California Lyon’s and the guarantors’ existing and future secured debt. |
The indenture governing the 8.5% Notes contains covenants that limit the ability of Parent, California Lyon and their restricted subsidiaries to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or make other distributions or repurchase stock; (iii) make certain investments; (iv) sell assets; (v) incur liens; (vi) enter into agreements restricting the ability of the Company’s restricted subsidiaries to pay dividends or transfer assets; (vii) enter into transactions with affiliates; (viii) create unrestricted subsidiaries; and (viii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications as described in the Indenture. The Company was in compliance with all such covenants as of June 30, 2014. |
Notes Payable |
Revolving Lines of Credit |
On August 7, 2013, California Lyon and Parent entered into a credit agreement providing for a revolving credit facility of up to $100 million (the “Revolver”). The Revolver will mature on August 5, 2016, unless terminated earlier pursuant to the terms of the Revolver. The Revolver contains an uncommitted accordion feature under which its aggregate principal amount can be increased to up to $125 million under certain circumstances, as well as a sublimit of $50 million for letters of credit. The Revolver contains various covenants, including financial covenants relating to tangible net worth, leverage, liquidity and interest coverage, as well as a limitation on investments in joint ventures and non-guarantor subsidiaries. The total amount available under the Revolver is subject to a borrowing base calculation. |
The Revolver contains customary events of default, subject to cure periods in certain circumstances, that would result in the termination of the commitment and permit the lenders to accelerate payment on outstanding borrowings and require cash collateralization of letters of credit, including: nonpayment of principal, interest and fees or other amounts; violation of covenants; inaccuracy of representations and warranties; cross default to certain other indebtedness; unpaid judgments; and certain bankruptcy and other insolvency events. If a change in control of the Company occurs, the lenders may terminate the commitment and require that California Lyon repay outstanding borrowings under the Revolver and cash collateralize letters of credit. Interest rates on borrowings generally will be based on either LIBOR or a base rate, plus the applicable spread. The commitment fee on the unused portion of the Facility currently accrues at an annual rate of 0.50%. |
Borrowings under the Revolver, the availability of which is subject to a borrowing base formula, are required to be guaranteed by Parent and certain of Parent’s wholly-owned subsidiaries, are secured by a pledge of all equity interests held by such guarantors, and may be used for general corporate purposes. As of June 30, 2014, the Revolver was undrawn, the Company had issued a letter of credit for $4.0 million, reducing the amount available under the Revolver. On July 3, 2014, the Revolver was amended in conjunction with a transaction occurring subsequent to the balance sheet date (see Note 12 - Subsequent Events for further information regarding this transaction). The amendment increased the maximum leverage ratio from 60% to 75% for one year following such transaction. The amendment also established a minimum borrowing base availability of $50.0 million. |
Construction Notes Payable |
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Certain of the Company's consolidated joint ventures have entered into construction notes payable agreements. The issuance date, total availability under each facility outstanding, maturity date and interest rate are listed in the table below as of June 30, 2014: |
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Issuance Date | | Facility Size | | Outstanding | | Maturity | | Current Rate | | | | | | | | | | |
March, 2014 | | $ | 26 | | | $ | 3.7 | | | October, 2016 | | 3.15 | % | -1 | | | | | | | | | |
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December, 2013 | | 18.6 | | | 10.9 | | | January, 2016 | | 4.25 | % | -1 | | | | | | | | | |
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June, 2013 | | 28 | | | 15.3 | | | June, 2016 | | 4 | % | -2 | | | | | | | | | |
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| | $ | 72.6 | | | $ | 29.9 | | | | | | | | | | | | | | | |
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(1) Loan bears interest at the Company's option of either LIBOR +3.0% or the prime rate +1.0%. |
(2) Loan bears interest at the prime rate +0.5%, with a rate floor of 4.0% . |
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Seller Financing |
At June 30, 2014, the Company had $6.0 million of notes payable outstanding related to two land acquisitions for which seller financing was provided. The first note had a balance of $4.7 million as of June 30, 2014, bears interest at 7% per annum, is secured by the underlying land, and matures in May 2015. The second land acquisition consists of two separate notes, the first having a balance of $0.5 million as of June 30, 2014 and maturing in October 2014, and the second having a balance of $0.9 million as of June 30, 2014 and maturing in January 2015. Both notes bear interest at 4% per annum. |
GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS |
The following consolidating financial information includes: |
(1) Consolidating balance sheets as of June 30, 2014 and December 31, 2013; consolidating statements of operations for the three and six months ended June 30, 2014 and 2013; and consolidating statements of cash flows for the six month periods ended June 30, 2014 and 2013, of (a) William Lyon Homes, as the parent, or “Delaware Lyon”, (b) William Lyon Homes, Inc., as the subsidiary issuer, or “California Lyon”, (c) the guarantor subsidiaries, (d) the non-guarantor subsidiaries and (e) William Lyon Homes, Inc. on a consolidated basis; and |
(2) Elimination entries necessary to consolidate Delaware Lyon, with William Lyon Homes, Inc. and its guarantor and non-guarantor subsidiaries. |
Delaware Lyon owns 100% of all of its guarantor subsidiaries and all guarantees are full and unconditional, joint and several. As a result, in accordance with Rule 3-10 (d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries as of June 30, 2014 and December 31, 2013, and for the three and six month periods ended June 30, 2014 and 2013. |
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CONDENSED CONSOLIDATING BALANCE SHEET |
(Unaudited) |
As of June 30, 2014 |
(in thousands) |
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| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 95,644 | | | $ | 61 | | | $ | 7,076 | | | $ | — | | | $ | 102,781 | |
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Restricted cash | — | | | 504 | | | — | | | — | | | — | | | 504 | |
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Receivables | — | | | 17,294 | | | 1,355 | | | 3,210 | | | — | | | 21,859 | |
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Real estate inventories | | | | | | | | | | | |
Owned | — | | | 851,061 | | | 3,336 | | | 76,789 | | | — | | | 931,186 | |
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Deferred loan costs, net | — | | | 12,075 | | | — | | | — | | | — | | | 12,075 | |
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Goodwill | — | | | 14,209 | | | — | | | — | | | — | | | 14,209 | |
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Intangibles, net | — | | | 1,651 | | | — | | | — | | | — | | | 1,651 | |
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Deferred income taxes, net | — | | | 91,853 | | | — | | | — | | | — | | | 91,853 | |
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Other assets, net | — | | | 11,564 | | | 1,892 | | | 322 | | | — | | | 13,778 | |
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Investments in subsidiaries | 449,781 | | | (35,403 | ) | | — | | | — | | | (414,378 | ) | | — | |
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Intercompany receivables | — | | | — | | | 229,665 | | | — | | | (229,665 | ) | | — | |
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Total assets | $ | 449,781 | | | $ | 1,060,452 | | | $ | 236,309 | | | $ | 87,397 | | | $ | (644,043 | ) | | $ | 1,189,896 | |
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LIABILITIES AND EQUITY | | | | | | | | | | | |
Accounts payable | $ | — | | | $ | 20,571 | | | $ | 5,282 | | | $ | 5,190 | | | $ | — | | | $ | 31,043 | |
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Accrued expenses | — | | | 68,931 | | | 1,028 | | | 97 | | | — | | | 70,056 | |
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Notes payable | — | | | 4,660 | | | 1,368 | | | 29,878 | | | — | | | 35,906 | |
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5 3/4% Senior Notes | — | | | 150,000 | | | — | | | — | | | — | | | 150,000 | |
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8 1/2% Senior Notes | — | | | 430,732 | | | — | | | — | | | — | | | 430,732 | |
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Intercompany payables | — | | | 164,408 | | | — | | | 65,257 | | | (229,665 | ) | | — | |
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Total liabilities | — | | | 839,302 | | | 7,678 | | | 100,422 | | | (229,665 | ) | | 717,737 | |
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Equity | | | | | | | | | | | |
William Lyon Homes stockholders’ equity | 449,781 | | | 221,150 | | | 228,631 | | | (35,403 | ) | | (414,378 | ) | | 449,781 | |
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Noncontrolling interests | — | | | — | | | | | 22,378 | | | — | | | 22,378 | |
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Total liabilities and equity | $ | 449,781 | | | $ | 1,060,452 | | | $ | 236,309 | | | $ | 87,397 | | | $ | (644,043 | ) | | $ | 1,189,896 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
As of December 31, 2013 |
(in thousands) |
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| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 166,516 | | | $ | 28 | | | $ | 5,128 | | | $ | — | | | $ | 171,672 | |
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Restricted cash | — | | | 854 | | | — | | | — | | | — | | | 854 | |
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Receivables | — | | | 15,742 | | | 72 | | | 5,025 | | | — | | | 20,839 | |
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Real estate inventories | | | | | | | | | | | |
Owned | — | | | 608,965 | | | 3,761 | | | 59,064 | | | — | | | 671,790 | |
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Not owned | — | | | 12,960 | | | — | | | — | | | — | | | 12,960 | |
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Deferred loan costs, net | — | | | 9,575 | | | — | | | — | | | — | | | 9,575 | |
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Goodwill | — | | | 14,209 | | | — | | | — | | | — | | | 14,209 | |
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Intangibles, net | — | | | 2,766 | | | — | | | — | | | — | | | 2,766 | |
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Deferred income taxes, net | — | | | 95,580 | | | — | | | — | | | — | | | 95,580 | |
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Other assets, net | — | | | 9,100 | | | 723 | | | 343 | | | — | | | 10,166 | |
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Investments in subsidiaries | 428,179 | | | 9,975 | | | — | | | — | | | (438,154 | ) | | — | |
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Intercompany receivables | — | | | — | | | 225,056 | | | (15 | ) | | (225,041 | ) | | — | |
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Total assets | $ | 428,179 | | | $ | 946,242 | | | $ | 229,640 | | | $ | 69,545 | | | $ | (663,195 | ) | | $ | 1,010,411 | |
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LIABILITIES AND EQUITY | | | | | | | | | | | |
Accounts payable | $ | — | | | $ | 12,489 | | | $ | 1,959 | | | $ | 2,651 | | | $ | — | | | $ | 17,099 | |
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Accrued expenses | — | | | 59,376 | | | 744 | | | 83 | | | — | | | 60,203 | |
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Liabilities from inventories not owned | — | | | 12,960 | | | — | | | — | | | — | | | 12,960 | |
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Notes payable | — | | | 12,281 | | | 1,762 | | | 24,017 | | | — | | | 38,060 | |
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8 1/2% Senior Notes | — | | | 431,295 | | | — | | | — | | | — | | | 431,295 | |
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Intercompany payables | — | | | 214,837 | | | — | | | 10,204 | | | (225,041 | ) | | — | |
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Total liabilities | — | | | 743,238 | | | 4,465 | | | 36,955 | | | (225,041 | ) | | 559,617 | |
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Equity | | | | | | | | | | | |
William Lyon Homes stockholders’ equity | 428,179 | | | 203,004 | | | 225,175 | | | 9,975 | | | (438,154 | ) | | 428,179 | |
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Noncontrolling interests | — | | | — | | | — | | | 22,615 | | | — | | | 22,615 | |
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Total liabilities and equity | $ | 428,179 | | | $ | 946,242 | | | $ | 229,640 | | | $ | 69,545 | | | $ | (663,195 | ) | | $ | 1,010,411 | |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
(Unaudited) |
Three Months Ended June 30, 2014 |
(in thousands) |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
Operating revenue | | | | | | | | | | | |
Sales | $ | — | | | $ | 136,300 | | | $ | 23,889 | | | $ | 9,679 | | | $ | — | | | $ | 169,868 | |
|
Construction services | — | | | 9,941 | | | — | | | — | | | — | | | 9,941 | |
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Management fees | — | | | 685 | | | — | | | — | | | (685 | ) | | — | |
|
| — | | | 146,926 | | | 23,889 | | | 9,679 | | | (685 | ) | | 179,809 | |
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Operating costs | | | | | | | | | | | |
Cost of sales | — | | | (103,732 | ) | | (19,466 | ) | | (7,113 | ) | | 685 | | | (129,626 | ) |
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Construction services | — | | | (8,405 | ) | | — | | | — | | | — | | | (8,405 | ) |
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Sales and marketing | — | | | (6,743 | ) | | (1,620 | ) | | (561 | ) | | — | | | (8,924 | ) |
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General and administrative | — | | | (10,220 | ) | | (797 | ) | | (2 | ) | | — | | | (11,019 | ) |
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Amortization of intangible assets | — | | | (502 | ) | | — | | | — | | | — | | | (502 | ) |
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Other | — | | | (929 | ) | | 19 | | | 181 | | | — | | | (729 | ) |
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| — | | | (130,531 | ) | | (21,864 | ) | | (7,495 | ) | | 685 | | | (159,205 | ) |
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Income from subsidiaries | 12,285 | | | 1,949 | | | — | | | — | | | (14,234 | ) | | — | |
|
Operating income | 12,285 | | | 18,344 | | | 2,025 | | | 2,184 | | | (14,234 | ) | | 20,604 | |
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Other income (expense), net | — | | | 606 | | | (8 | ) | | (244 | ) | | — | | | 354 | |
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Income before provision for income taxes | 12,285 | | | 18,950 | | | 2,017 | | | 1,940 | | | (14,234 | ) | | 20,958 | |
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Provision for income taxes | — | | | (6,206 | ) | | — | | | — | | | — | | | (6,206 | ) |
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Net income | 12,285 | | | 12,744 | | | 2,017 | | | 1,940 | | | (14,234 | ) | | 14,752 | |
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Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | (2,467 | ) | | — | | | (2,467 | ) |
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Net income (loss) attributable to William Lyon Homes | 12,285 | | | 12,744 | | | 2,017 | | | (527 | ) | | (14,234 | ) | | 12,285 | |
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Net income (loss) available to common stockholders | $ | 12,285 | | | $ | 12,744 | | | $ | 2,017 | | | $ | (527 | ) | | $ | (14,234 | ) | | $ | 12,285 | |
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
(Unaudited) |
Three Months Ended June 30, 2013 |
(in thousands) |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
Operating revenue | | | | | | | | | | | |
Sales | $ | — | | | $ | 62,880 | | | $ | 51,158 | | | $ | 9,858 | | | $ | — | | | $ | 123,896 | |
|
Construction services | — | | | 7,542 | | | — | | | — | | | — | | | 7,542 | |
|
Management fees | — | | | 271 | | | — | | | — | | | (271 | ) | | — | |
|
| — | | | 70,693 | | | 51,158 | | | 9,858 | | | (271 | ) | | 131,438 | |
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Operating costs | | | | | | | | | | | |
Cost of sales | — | | | (50,161 | ) | | (42,719 | ) | | (6,876 | ) | | 271 | | | (99,485 | ) |
|
Construction services | — | | | (5,299 | ) | | — | | | — | | | — | | | (5,299 | ) |
|
Sales and marketing | — | | | (3,373 | ) | | (2,480 | ) | | (282 | ) | | — | | | (6,135 | ) |
|
General and administrative | — | | | (8,867 | ) | | (412 | ) | | (13 | ) | | — | | | (9,292 | ) |
|
Amortization of intangible assets | — | | | (360 | ) | | — | | | — | | | | | (360 | ) |
|
Other | — | | | (566 | ) | | — | | | — | | | — | | | (566 | ) |
|
| — | | | (68,626 | ) | | (45,611 | ) | | (7,171 | ) | | 271 | | | (121,137 | ) |
|
Income from subsidiaries | 7,394 | | | 5,453 | | | — | | | — | | | (12,847 | ) | | — | |
|
Operating income | 7,394 | | | 7,520 | | | 5,547 | | | 2,687 | | | (12,847 | ) | | 10,301 | |
|
Interest expense, net of amounts capitalized | — | | | (1,220 | ) | | (47 | ) | | — | | | — | | | (1,267 | ) |
|
Other income (expense), net | — | | | 391 | | | (10 | ) | | (325 | ) | | — | | | 56 | |
|
Income before reorganization items and provision for income taxes | 7,394 | | | 6,691 | | | 5,490 | | | 2,362 | | | (12,847 | ) | | 9,090 | |
|
Provision for income taxes | — | | | (10 | ) | | — | | | — | | | — | | | (10 | ) |
|
Net (loss) income | 7,394 | | | 6,681 | | | 5,490 | | | 2,362 | | | (12,847 | ) | | 9,080 | |
|
Less: Net income attributable to noncontrolling interests | — | | | | | — | | | (1,686 | ) | | — | | | (1,686 | ) |
|
Net (loss) income attributable to William Lyon Homes | 7,394 | | | 6,681 | | | 5,490 | | | 676 | | | (12,847 | ) | | 7,394 | |
|
Preferred stock dividends | (544 | ) | | — | | | — | | | — | | | — | | | (544 | ) |
|
Net (loss) income available to common stockholders | $ | 6,850 | | | $ | 6,681 | | | $ | 5,490 | | | $ | 676 | | | $ | (12,847 | ) | | $ | 6,850 | |
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
(Unaudited) |
Six Months Ended June 30, 2014 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
Operating revenue | | | | | | | | | | | |
Sales | $ | — | | | $ | 242,899 | | | $ | 42,437 | | | $ | 24,831 | | | $ | — | | | $ | 310,167 | |
|
Construction services | — | | | 19,593 | | | — | | | — | | | — | | | 19,593 | |
|
Management fees | — | | | 1,140 | | | — | | | — | | | (1,140 | ) | | — | |
|
| — | | | 263,632 | | | 42,437 | | | 24,831 | | | (1,140 | ) | | 329,760 | |
|
Operating costs | | | | | | | | | | | |
Cost of sales | — | | | (184,161 | ) | | (34,523 | ) | | (18,294 | ) | | 1,140 | | | (235,838 | ) |
|
Construction services | — | | | (16,473 | ) | | — | | | — | | | — | | | (16,473 | ) |
|
Sales and marketing | — | | | (11,432 | ) | | (2,815 | ) | | (1,235 | ) | | — | | | (15,482 | ) |
|
General and administrative | — | | | (21,498 | ) | | (1,655 | ) | | (2 | ) | | — | | | (23,155 | ) |
|
Amortization of intangible assets | — | | | (1,120 | ) | | — | | | — | | | | | (1,120 | ) |
|
Other | — | | | (1,899 | ) | | 18 | | | 590 | | | — | | | (1,291 | ) |
|
| — | | | (236,583 | ) | | (38,975 | ) | | (18,941 | ) | | 1,140 | | | (293,359 | ) |
|
Income from subsidiaries | 20,982 | | | 4,964 | | | — | | | — | | | (25,946 | ) | | — | |
|
Operating income | 20,982 | | | 32,013 | | | 3,462 | | | 5,890 | | | (25,946 | ) | | 36,401 | |
|
Interest expense, net of amounts capitalized | — | | | — | | | — | | | — | | | — | | | — | |
|
Other income (expense), net | — | | | 875 | | | (11 | ) | | (391 | ) | | — | | | 473 | |
|
Income before provision for income taxes | 20,982 | | | 32,888 | | | 3,451 | | | 5,499 | | | (25,946 | ) | | 36,874 | |
|
Provision for income taxes | — | | | (10,780 | ) | | — | | | — | | | — | | | (10,780 | ) |
|
Net income | 20,982 | | | 22,108 | | | 3,451 | | | 5,499 | | | (25,946 | ) | | 26,094 | |
|
Less: Net income attributable to noncontrolling interests | — | | | | | — | | | (5,112 | ) | | — | | | (5,112 | ) |
|
Net income attributable to William Lyon Homes | 20,982 | | | 22,108 | | | 3,451 | | | 387 | | | (25,946 | ) | | 20,982 | |
|
Net income available to common stockholders | $ | 20,982 | | | $ | 22,108 | | | $ | 3,451 | | | $ | 387 | | | $ | (25,946 | ) | | $ | 20,982 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
(Unaudited) |
Six Months Ended June 30, 2013 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
Operating revenue | | | | | | | | | | | |
Sales | $ | — | | | $ | 97,805 | | | $ | 92,667 | | | $ | 9,858 | | | $ | — | | | $ | 200,330 | |
|
Construction services | — | | | 11,961 | | | — | | | — | | | — | | | 11,961 | |
|
Management fees | — | | | 271 | | | — | | | — | | | (271 | ) | | — | |
|
| — | | | 110,037 | | | 92,667 | | | 9,858 | | | (271 | ) | | 212,291 | |
|
Operating costs | | | | | | | | | | | — | |
|
Cost of sales | — | | | (78,355 | ) | | (77,933 | ) | | (6,796 | ) | | 271 | | | (162,813 | ) |
|
Construction services | — | | | (9,337 | ) | | — | | | — | | | — | | | (9,337 | ) |
|
Sales and marketing | — | | | (5,732 | ) | | (4,561 | ) | | (510 | ) | | — | | | (10,803 | ) |
|
General and administrative | — | | | (16,699 | ) | | (1,098 | ) | | (19 | ) | | — | | | (17,816 | ) |
|
Amortization of intangible assets | — | | | (982 | ) | | — | | | — | | | | | (982 | ) |
|
Other | — | | | (1,050 | ) | | (1 | ) | | — | | | — | | | (1,051 | ) |
|
| — | | | (112,155 | ) | | (83,593 | ) | | (7,325 | ) | | 271 | | | (202,802 | ) |
|
Income from subsidiaries | 4,846 | | | 7,667 | | | — | | | — | | | (12,513 | ) | | — | |
|
Operating income | 4,846 | | | 5,549 | | | 9,074 | | | 2,533 | | | (12,513 | ) | | 9,489 | |
|
Interest expense, net of amounts capitalized | — | | | (2,425 | ) | | (126 | ) | | — | | | — | | | (2,551 | ) |
|
Other income (expense), net | — | | | 764 | | | (13 | ) | | (608 | ) | | — | | | 143 | |
|
Income before reorganization items and provision for income taxes | 4,846 | | | 3,888 | | | 8,935 | | | 1,925 | | | (12,513 | ) | | 7,081 | |
|
Reorganization items, net | — | | | (464 | ) | | — | | | — | | | — | | | (464 | ) |
|
Income before provision for income taxes | 4,846 | | | 3,424 | | | 8,935 | | | 1,925 | | | (12,513 | ) | | 6,617 | |
|
Provision for income taxes | — | | | (10 | ) | | — | | | — | | | — | | | (10 | ) |
|
Net income | 4,846 | | | 3,414 | | | 8,935 | | | 1,925 | | | (12,513 | ) | | 6,607 | |
|
Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | (1,761 | ) | | — | | | (1,761 | ) |
|
Net income attributable to William Lyon Homes | 4,846 | | | 3,414 | | | 8,935 | | | 164 | | | (12,513 | ) | | 4,846 | |
|
Preferred stock dividends | (1,528 | ) | | — | | | — | | | — | | | — | | | (1,528 | ) |
|
Net income available to common stockholders | $ | 3,318 | | | $ | 3,414 | | | $ | 8,935 | | | $ | 164 | | | $ | (12,513 | ) | | $ | 3,318 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(Unaudited) |
Six Months Ended June 30, 2014 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
Operating activities | | | | | | | | | | | |
Net cash (used in) provided by operating activities | $ | (619 | ) | | $ | (199,766 | ) | | $ | 5,062 | | | $ | (7,837 | ) | | $ | 619 | | | $ | (202,541 | ) |
|
Investing activities | | | | | | | | | | | |
Purchases of property and equipment | — | | | (1,609 | ) | | (31 | ) | | — | | | — | | | (1,640 | ) |
|
Investments in subsidiaries | — | | | 50,342 | | | — | | | — | | | (50,342 | ) | | — | |
|
Net cash provided by (used in) investing activities | — | | | 48,733 | | | (31 | ) | | — | | | (50,342 | ) | | (1,640 | ) |
|
Financing activities | | | | | | | | | | | |
Proceeds from borrowings on notes payable | — | | | 394 | | | (394 | ) | | 34,153 | | | — | | | 34,153 | |
|
Principal payments on notes payable | — | | | (10,428 | ) | | — | | | (28,292 | ) | | — | | | (38,720 | ) |
|
Proceeds from issuance of 5 3/4% notes | — | | | 150,000 | | | — | | | — | | | — | | | 150,000 | |
|
Payment of deferred loan costs | — | | | (3,560 | ) | | — | | | — | | | — | | | (3,560 | ) |
|
Proceeds from exercise of stock options | — | | | 285 | | | — | | | — | | | — | | | 285 | |
|
Shares remitted to Company for employee tax witholding | — | | | (1,414 | ) | | — | | | — | | | — | | | (1,414 | ) |
|
Offering costs related to secondary sale of common stock | — | | | (105 | ) | | — | | | — | | | — | | | (105 | ) |
|
Noncontrolling interests contributions | — | | | — | | | — | | | 8,742 | | | — | | | 8,742 | |
|
Noncontrolling interests distributions | — | | | — | | | — | | | (14,091 | ) | | — | | | (14,091 | ) |
|
Advances to affiliates | — | | | — | | | 5 | | | (45,765 | ) | | 45,760 | | | — | |
|
Intercompany receivables/payables | 619 | | | (55,011 | ) | | (4,609 | ) | | 55,038 | | | 3,963 | | | — | |
|
Net cash provided by (used in)financing activities | 619 | | | 80,161 | | | (4,998 | ) | | 9,785 | | | 49,723 | | | 135,290 | |
|
Net (decrease) increase in cash and cash equivalents | — | | | (70,872 | ) | | 33 | | | 1,948 | | | — | | | (68,891 | ) |
|
Cash and cash equivalents at beginning of period | — | | | 166,516 | | | 28 | | | 5,128 | | | — | | | 171,672 | |
|
Cash and cash equivalents at end of period | $ | — | | | $ | 95,644 | | | $ | 61 | | | $ | 7,076 | | | $ | — | | | $ | 102,781 | |
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(Unaudited) |
Six Months Ended June 30, 2013 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Unconsolidated | | | | |
| Delaware | | California | | Guarantor | | Non-Guarantor | | Eliminating | | Consolidated |
Lyon | Lyon | Subsidiaries | Subsidiaries | Entries | Company |
Operating activities | | | | | | | | | | | |
Net cash used in operating activities | $ | — | | | $ | (28,146 | ) | | $ | 6,674 | | | $ | (45,223 | ) | | $ | — | | | $ | (66,695 | ) |
|
Investing activities | | | | | | | | | | | |
Purchases of property and equipment | — | | | (1,522 | ) | | (22 | ) | | 8 | | | — | | | (1,536 | ) |
|
Investments in subsidiaries | — | | | (252 | ) | | — | | | — | | | 252 | | | — | |
|
Net cash (used in) provided by investing activities | — | | | (1,774 | ) | | (22 | ) | | 8 | | | 252 | | | (1,536 | ) |
|
Financing activities | | | | | | | | | | | |
Proceeds on borrowings on notes payable | — | | | 16,764 | | | 1,762 | | | 22,734 | | | — | | | 41,260 | |
|
Principal payments on notes payable | — | | | (12,976 | ) | | — | | | (6,139 | ) | | — | | | (19,115 | ) |
|
Payment of deferred loan costs | — | | | (370 | ) | | — | | | — | | | — | | | (370 | ) |
|
Proceeds from issuance of common stock | — | | | 179,438 | | | — | | | — | | | — | | | 179,438 | |
|
Offering costs related to issuance of common stock | — | | | (15,517 | ) | | — | | | — | | | — | | | (15,517 | ) |
|
Payment of preferred stock dividends | — | | | (2,550 | ) | | — | | | — | | | — | | | (2,550 | ) |
|
Noncontrolling interests contributions | — | | | — | | | — | | | 34,848 | | | — | | | 34,848 | |
|
Noncontrolling interests distributions | — | | | — | | | — | | | (14,421 | ) | | — | | | (14,421 | ) |
|
Intercompany receivables/payables | — | | | (163 | ) | | 12,258 | | | 951 | | | (13,046 | ) | | — | |
|
Advances to affiliates | — | | | — | | | (20,550 | ) | | 7,756 | | | 12,794 | | | — | |
|
Net cash provided by (used in) financing activities | — | | | 164,626 | | | (6,530 | ) | | 45,729 | | | (252 | ) | | 203,573 | |
|
Net increase (decrease) in cash and cash equivalents | — | | | 134,706 | | | 122 | | | 514 | | | — | | | 135,342 | |
|
Cash and cash equivalents at beginning of period | — | | | 69,376 | | | 65 | | | 1,634 | | | — | | | 71,075 | |
|
Cash and cash equivalents at end of period | $ | — | | | $ | 204,082 | | | $ | 187 | | | $ | 2,148 | | | $ | — | | | $ | 206,417 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |